Business Basics Series: Entity Formation and Documentation

Before you register your business, it’s important to consider the best entity type to register. Choosing the appropriate business entity type is important because it can impact how your business is run. You need to consider the purpose of your business and the amount of control you would like to have. Your choice can also affect how much you pay in taxes, the forms you are required to file, your personal liability, and your ability to raise money. Although you may be able to convert to a different business structure later, it is important to carefully consider which structure is appropriate when starting your business because there may be some restrictions associated with changing entity types. The most common types of business entities are sole proprietorships, partnerships, limited liability companies (LLCs), corporations, and cooperatives.

The Restaurant Revitalization Fund: Help Is On The Way!

The $1.9 trillion American Rescue Plan Act of 2021 (Act) that President Biden signed into law on March 11, 2021 includes a new $28.6 billion Restaurant Revitalization Fund (the Fund). The Fund will provide much-needed grants instead of loans to restaurants, bars, food trucks, brewpubs and similar businesses, with the exception of publicly traded companies and/or those businesses (together with any affiliated businesses) with more than 20 locations, regardless of whether those locations do business under the same or multiple names. In other words, the Fund supports small (or small-ish) businesses and sets aside $5 billion for restaurants whose annual revenue is $500,000 or less.

Intellectual Property Basics Series: Trade Secrets

A trade secret may consist of any formula, pattern, device, or compilation of information that is used in your business and can provide an advantage in the marketplace over competitors who do not know it. Trade secrets can protect almost any information that has value to your company and is not known by your competitors.

Intellectual Property, Business LawSusan FordApril 15, 2021trade secrets, trade secret owner rightsComment

Intellectual Property Basics Series: Copyrights

Copyrights give exclusive legal rights to an author or the author’s assignee to reproduce, distribute, perform, display and prepare derivative works of any original work of authorship. Original works of authorship include literary, dramatic and artistic works, architecture and ornamental designs. Copyright protection is automatic the moment your original work of authorship is fixed in tangible form such as by a writing, recording, drawing or even in computer code.

Intellectual Property Basics Series: Patents

There are three types of patents in the United States: utility patents, design patents and plant patents. A utility patent protects the way a machine, article or process is used and works. A design patent protects the ornamental design of an item. A plant patent protects asexually-reproduced plants. An invention can be granted either a utility patent, design patent, or both.

Intellectual Property Basics Series: Trademarks

You may want to consider filing a federal trademark application if you haven’t done so yet. A trademark is any symbol, word, slogan, design, or any combination associated with your particular goods and/or services. A trademark can also be a sound, color, or smell. Anything can be considered a trademark if it helps avoid confusion among consumers by distinguishing your specific goods and services from that of others.

Intellectual Property Basics Series: An Introduction

Intellectual property law protects copyrights, trademarks, trade secrets, and patents. Copyrights refer to any original work of authorship and cover creative works such as literature, illustrations, films, and songs. Trademarks cover branding such as a business or product name, symbols or slogans associated with a particular entity or person. Trade Secrets cover propriety business information such as recipes, formulas, and processes. Patents are granted as an exclusive right to the inventor for new and novel inventions, such as a device, design, or method.

Trade Secrets and Zoom Calls: Be Aware of the Pitfalls

With the shift to remote work likely here to stay for many, companies and their employees are regularly relying on remote conferencing tools such as Zoom, Microsoft Teams, WebEx and other platforms to conduct business. Companies should be aware of a recent decision from the Chancery Court in Delaware that denied a preliminary injunction to a trade secret owner because it found the company had failed to take “reasonable precautions” to protect the confidentiality of its trade secrets during a Zoom conference.

Business Law, Intellectual PropertySusan FordFebruary 12, 2021remote work, protecting trade secretsComment

EIDL Loans: Borrower Beware!

The Economic Injury Disaster Loans (EIDL) being distributed under the CARES Act have been a godsend for many small to midsize companies during the pandemic. However, many are surprised to find that there are strange and problematic requirements hidden in the legal documents.

Business LawSusan FordJanuary 26, 2021Economic Injury Disaster Loans, CARES Act, EIDL packages, EIDL loansComment

Beware Copyright Holders: States Can Use Your Work Without Your Consent

The United States Supreme Court unanimously decided in March of this year that private copyright holders can no longer sue individual states for copyright infringement using the cause of action created by the CRCA. Frederick L. Allen v. Roy A. Cooper, III, Governor of North Carolina, 589 US (2020).

Business Law, Intellectual PropertySusan FordDecember 17, 2020copyrightsComment

Employee Stock Option Plans: Start Getting Creative About Employee Compensation

What is an employee stock option incentive plan, and why does my startup need one?

There is a misconception that exists among the startup community that employee stock option incentive plans and agreements are only available to midsize or larger companies.The truth is that these plans are tools that the most creative startups are using at an increasing rate to incentivize and retain their founders and key employees, usually as a substitute for or supplement to normal income or bonus structures.

Business Law, StartupsSusan FordOctober 15, 2020employee stock options, startup, employee stock options for startupsComment

Oregon Employers Beware: Inventions May Belong to Your Employees, not the Business

Employers often assume that anything their employees invent while on the job belongs to the company. However, the general rule is that the employee retains ownership over patent rights resulting from the invention, even if the invention relates to the employer’s product line.

Business Law, Intellectual PropertySusan FordAugust 20, 2020intellectual property rightsComment

Preparing to Exit from Day One: Tips for Long-Term Business Owners

There has been much focus over the past decade on the tech startup world; how to obtain financing, how to scale and how to make a quick and profitable exit. But what about those business owners who are in it for the long haul? What should they be thinking about over the decades of blood, sweat and tears that they put into building their businesses? Read on for tips for a successful exit.

Business Law, StartupsSusan FordJuly 24, 2020Res Nova Lawstartups, startup exitComment

Financing Your Startup: Obtaining SAFE Funds from Your Investors

Now that we are (hopefully) seeing the beginning of the end for the coronavirus pandemic, many founders are turning their attention back to the crucial fundraising goals they set at the beginning of 2020. For those that want an “easy button” to startup fundraising, the Simple Agreement for Future Equity (“SAFE”) may be the answer.

Business Law, StartupsSusan FordJune 24, 2020how to finance your startup, startup funding, startup, SAFE agreementComment

Insurance Coverage for Businesses Impacted by Civil Unrest

On May 15th we published an article about business interruption insurance in the age of COVID-19. What we didn’t anticipate at the time was the civil unrest arising out of the killing of George Floyd, and the additional impact rioting and looting would have on small businesses.

Supply Chain Interruption: Force Majeure Clauses and COVID-19

As business has slowed due to the coronavirus pandemic, anxiety about supply chain disruption has increased. One step any company struggling to meet its obligations under contracts can take is to review its distribution, event and supply contracts for a clause known as the Force Majeure Clause. This clause is present in most commercial contracts and serves to excuse a party’s performance of its obligations under the contract when circumstances beyond the party’s control arise to make performance impossible. Recent governmental actions taken to combat COVID-19 and the resulting closures, shortages and limitations on public gatherings are likely to generate an increase in the number of parties hoping to avoid having to perform under contracts.

Business LawSusan FordMay 15, 2020supply chain, small business, force majeureComment

Business Interruption Insurance Coverage and the Coronavirus Pandemic

As the economic stress of the COVID-19 pandemic continues to increase daily, lawmakers around the country are coming under increased pressure to shift economic losses onto the insurance industry, much as was done after the September 11th attacks. Many businesses carry Business Interruption (“BI”) insurance, either as part of their commercial property insurance or as a freestanding policy. BI coverage protects against economic losses resulting from a business’s inability to put insured property that has been damaged by a covered “peril” to its normal use.

Business LawSusan FordMay 15, 2020small business, insurance coverage, business interruptionComment

When you Go! To court for Boldly trying to Go to Space: A Copyright Tale

Mashup’s of fictional stories is something that has become more and more relevant in the digital age. You can search for stories that discuss the D.C. Comic superheroes versus the Marvel Comic superheroes. In an episode from the Golden-Globe winning show Parks and Rec in which Patton Oswalt guest starred, his character filibustered by giving his own Star Wars and Marvel cross over idea. Needless to say, we would all love for these types of epic universes to collide, but Copyright law stops that (for the most part) from happening without requisite permission.

Business LawSamantha StanfillMarch 16, 2019Res Nova LawcopyrightsComment

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