When a company is looking to raise funds without an initial public offering, a private placement memorandum (PPM) is one of the best ways to raise capital. A company must have the consent of the Securities Exchange Commission (SEC) before this can be done, and will need an information memorandum along with the PPM. Because of the complexity of SEC rules and documentation, it is highly advised to seek a knowledgeable business attorney to help throughout this process.

PPMs are a great sales tool to attract investors, which are also known as subscribers. This document shows that the company directors and officers are serious about their company, have the professionalism to succeed in their particular industry, and are committed to having good products, no matter what sector they are in. The content should be focused on information that allows the investor to make an informed investment decision. Some of the information is required by law, and this is where the business attorney provides valuable insight.

The length of a PPM will be greatly influenced by the caliber of angel investors sought and the amount of capital needed. All PPMs should be very polished, professional documents. The company must disclose all material and relevant facts. No half truths, omissions, or false statements of facts are tolerated. Otherwise, making material misstatements can lead to a securities fraud claim that can affect the company as well as the company’s directors and officers. The SEC can also levy civil and criminal penalties for securities fraud. Thus, taking the time to create and thoroughly review the PPM with a business lawyer’s guidance is well worth the effort and money.

A PPM has numerous technical sections. This includes:
• Summary of Offering Terms: Usually laid out via a term sheet
• Issuer Description: Describes the company and its structure, a short overview, a cap table and context of the offering
• Business plan: Contains information on the company’s position in the market, its unique value proposition and products, as well as the sales and marketing plan, financials, intended use of proceeds, and management
• Risk factors: Details potential and actual risks that could affect the investor; cautionary language should also be included about investment risks in general with unregistered securities; and conflicts of interest should also be described
• Supplemental information: Any additional information should be included that is critical for the investor to make an informed decision
• Subscription procedures: Describes the steps for investors to participate in the offering

Having a trusted business attorney to create, review, and file the PPM allows a business to focus on its daily operations and long-term plan. Business owners can have peace of mind that all the paperwork is done in a thorough way to minimize issues and attract key investors.

Anthony Spotora is a Los Angeles business attorney , Los Angeles trademark attorney, and Los Angeles entertainment lawyer. To learn more, visit Spotoralaw.com.

Buy-Sell agreements are critical parts of a business’ foundation. This type of an agreement is a contract between the business partners that needs to be defined at the start of any business operations or when any new partners are added to the company. An experienced business attorney can help to create and review the buy/sell agreement for its legality, fairness, and to make sure it accounts for any unforeseen events.

The biggest obstacles most companies deal with, and nobody likes to think about them, relate to what happens if a partner should have a serious accident or illness that leaves him or her disabled, dies unexpectedly, withdraws from the partnership, or retires. A company can falter when it has a partner leave, so spending adequate time up front to create a solid buy-sell agreement (also known as, “Buy and Sell Agreement” or “Buyout Agreement”) will make sure the partnership ends in a way that sustains the business. The specifics should outline who is eligible to buy a leaving partner’s share and what the fair price is. It can also establish a buyback option. This helps to protect the remaining partners to have an appropriate new partner/owner come in and a fair price for his/her shares of the business.

Of special note in California, business partners are subject to certain property laws when they pass away. When the business partner dies, the company becomes business partners with the remaining spouse or heirs. As is often the case, these individuals might not have a clue about the business nor be interested in being involved. What they will be interested in is money. They will want payment for their loved one’s portion of the business or stock shares.

This is where setting a fair price up front or establishing a proper evaluation method comes into play. With a trusted business lawyer and a certified public accountant, a fair price can be derived from the various calculations that are typically used. These include:
– Multiple book of value: Accounts for tangible and intangible assets such as brand and trade names, copyrights, and patents
– Appraisal: Before a transfer of ownership, an experienced business appraiser will set the business price
– Book value: Price is based on assets minus liabilities from the most recent fiscal year balance sheet
– Capitalization of earnings: Value is based on past profits
– Fixed price: Current partners agree on the business price and list that value in the buy/sell agreement

Anthony Spotora is a Los Angeles business attorney , Los Angeles trademark attorney, and Los Angeles entertainment lawyer. To learn more, visit Spotoralaw.com.

It is a must to have a partnership agreement when two or more people are the entrepreneurs of a company. Without a written agreement, the viability of the long-term business can be compromised. At the start of a business, it is close to impossible to forecast how the company will evolve over time. As such, a formal agreement helps to create a foundation between partners that should define significant business issues such as how funds are distributed, how disputes will be handled, and the job duties expected of each partner.

The structure of a partnership agreement should be tailored to fit the business and management style. It should state the compensation, including the profits, losses, and draw each partner will take. Moreover, and surprising to many new partnerships, it is also commonly considered as wise for one partner to have more shares than the other(s). Otherwise, it can become a situation where the company becomes stalled with equal decision makers at the top.

The agreement should additionally show the contribution each partner has made to the business, including property, funds, and services. It should further list how new partners can be added at a later time, when applicable. Of equal importance are outside business activities a partner might take on, and what is permitted.

Basics such as who has check-signing privileges and decision making authority or voting rights is also very important and should be included. And while legalese to many, miscellaneous provisions that cover matters like how the agreement can be revised at a later date to meet the growing needs of the business should also be incorporated into the partnership agreement.

Of particular importance are the portions of the agreement that define what action will be taken if a partner leaves or can no longer perform the job duties. This facet is also important for financing as lenders want to see a rational agreement that will help the business maintain stability should this occur.

Stipulating what will happen should a dispute ensue is also critical. Partners should think this through as arbitration or mediation can be a better route than litigation in most cases.

Partners should get a skilled business attorney to create the contract and review it to ensure that each person’s rights and obligations have been addressed and are fair. Without legal representation, the agreement might be so threadbare that state law might override it during a dispute. It might feel awkward to think about all of the “what ifs” during the infancy of the business, but it is crucial to ensure that the business can develop in a healthy way. Time spent with a qualified business attorney will pay off later.

In California, Los Angeles business attorney Anthony Spotora, of Spotora & Associates, P.C. is accomplished in counseling business partners to create solid partnership agreements. Their team of Los Angeles business lawyers helps many businesses, from California companies to major international corporate entities. They are known for their high-quality services and prompt attention to a client’s business needs.

Anthony Spotora is a Los Angeles entertainment lawyer and Los Angeles business attorney. To learn more, visit Spotoralaw.com.

Musicians who want to regain control of their hit songs from the mid 1970s can now reclaim them due to the copyright law termination rights. As long as music artists apply for these rights two years before the 35th anniversary of the songs being copyrighted, they can reclaim them. Music labels are livid about this development, but musicians have been waiting for this opportunity for decades. Award-winning musicians such as Bruce Springsteen, Van Halen, Billy Joel, and Steve Miller have made millions for record companies and songs from 1978 are now in the two-year timeframe.

“In terms of all those big acts you name, the recording industry has made a gazillion dollars on those masters, more than the artists have,” said Don Henley, from the Eagles and a founder of the Recording Artists Coalition. “So there’s an issue of parity here, of fairness. This is a bone of contention, and it’s going to get more contentious in the next couple of years.”
The big record companies such as Universal, EMI, Sony BMG, and Warner Brothers are ready to battle this copyright provision. They believe these songs and records are classified as works for hire. Musicians are thus employees and not independent performers for the record label from their viewpoint.

The Recording Academy is concerned about termination rights disputes overwhelming the courts. Musicians are getting legal representation now to send termination rights notices to labels and get ready for 2013. As it stands now, record labels are not giving in. Some onlookers predict the issue might even make it to the U.S. Supreme Court in due time.

Next year, musicians will be able to send notices for songs made in 1979, and with each passing year more hits will be up for grabs. When a song qualifies for the 35-year expiration, an author has five years to claim it; otherwise the right to reclaim it passes. This issue also brings up questions of what a song author is – do record producers, foreign artists (think Led Zeppelin), and songwriters who write for big names have the right to request termination rights from labels?

As many of these songs and artists from 1978 defined their generation, this issue also becomes important for licensing rights. Many of these songs are coveted by advertisers, used in TV and film, and for ringtones and video game soundtracks. Musicians will therefore greatly benefit by having an experienced attorney represent their concerns for their song rights and licensing agreements.

In California, Los Angeles entertainment attorney and Los Angeles business lawyer Anthony Spotora is a strong ally for musicians as they exercise their rights. The Law Offices of Spotora & Associates, P.C. is experienced in negotiations, contracts, and litigation to uphold a client’s rights. Their team is skilled in all genres of the industry and represents some of the biggest names in the recording business.

Anthony Spotora is a Los Angeles entertainment lawyer and Los Angeles business attorney. To learn more, visit Spotoralaw.com.

Celebrity estates are currently waging full-on legal battles with various furniture companies. It seems that furniture retailers want to use sophisticated, luxury-loving deceased actor icons to sell more sofas and sectionals. But without proper licensing agreements, furniture companies cannot casually use a late actor’s name or likeness for their benefit.

In August, Brando Enterprises sued Rooms to Go in Los Angeles Superior Court for trademark infringement on a furniture line called the “Brando”. Brando’s name, image, and any trademarks should have been cleared with Brando Enterprises before Rooms to Go used it. Brando Enterprises also sued Ashley furniture earlier in the year for unlicensed “Brando” sofas and ottomans. A look on Brando Enterprises’ website shows that they do have many licensing agreements and partnerships and are willing to entertain putting the Brando likeness on products from apparel and hotels to cars. “The goods” – as it is called on the website – shows the business interests the group is willing to align with as outlined in Marlon Brando’s trust documents and wishes.

Ashley Furniture has also been sued by Humphrey Bogart’s estate over “Bogart” couches. His estate alleged that the furniture could “confuse, mislead or deceive the consuming public” that the estate approved the use of his name. Ashley Furniture contends that the name has become more of generic term akin to “bogarting” an object. As the number one furniture retailer in the U.S., Ashley Furniture made $2.3 billion in 2010 sales on all product lines.

Companies do not have to skirt licensing agreements to make their furniture successful and profitable. Good partnerships with celebrities – living or deceased – to sell and market furniture items can be created. For example, the Cindy Crawford line at Rooms to Go generated $100 million in revenues and by all accounts seems to be a mutually beneficial product line.

“We’re living in the age of celebrity,” said Carl Levine, a New York licensing consultant. “We are looking for endorsements. People are looking for something to connect to. Consumers shopping for furniture respond to names they’re used to seeing in People magazine.”

The furniture industry and many retailers, for that matter, vie for a celebrity to make their items more glamorous, coveted, and make a person feel like the object will give them the lifestyle of the icon that is attached to it.

The Los Angeles trademark attorney Anthony Spotora is skilled in upholding a celebrity and estate’s trademark rights and aggressively protecting them. The Law Offices of Spotora & Associates has decades of experience representing clients in their intellectual property and entertainment law matters. Their team of attorneys are all senior level counsel that have represented well-known talent, studios, agencies, networks, and production houses in all facets of the industry. To learn more, visit https://www.spotoralaw.com/ or call (877) 4U-EZ-LEGAL.

For more information:
www.spotoralaw.com
Law Offices of Spotora & Associates, P.C.
1801 Century Park East, 24th Floor
Los Angeles, California 90067-2302

P (310) 556.9641
F (310) 556.9642
Toll Free: (877) 4U-EZ-LEGAL

Anthony Spotora is a Los Angeles entertainment lawyer and Los Angeles business attorney. To learn more, visit Spotoralaw.com.

With the current state of the economy, if you are a company in good standing, it can be a fantastic time to buy another company to increase your market share and strength. As such, news headlines are currently filled with numerous power-play moves. Google recently bought Motorola Mobility to become more dominant as a mobile technology powerhouse and acquire some of its coveted patents. In Los Angeles, OpenGate Capital investment company has been acquiring controlling interests in solid companies throughout 2011. As businesses look for these types of opportunities, they will want to be on the lookout for stable business fundamentals that show the potential for growth and enlist a qualified business attorney for due diligence and all the steps needed to structure a successful deal.

Big purchases need regulatory approval, so finding a skilled attorney to review the financing structures, prepare and review agreements and securities filings, draft and negotiate contracts, and iron out any employee issues is critical. A business attorney can “partner” with the appropriate company’s management to close the transaction in a way that is conducive to all parties involved. Considering the heightened scrutiny in business today, the creation of a special committee that may include your legal counsel can also help skirt conflict of interest and fiduciary violations when an acquisition is at hand.

The business attorney’s mission is to understand the client’s goals and expectations for the acquisition and recommend the best legal, tax, and business decisions. All the while, the business attorney also provides counsel on potential pitfalls and liabilities that need to be addressed before the closing can occur.

Intellectual property, real estate and litigation services are also available when the need arises for legal counsel in these matters. This allows a business to have an ally for most legal concerns that can transpire throughout and after the transaction. It is all about adding value to the transaction and being a part of the solutions and energy to spur the deal forward.

In California, Los Angeles business attorney Anthony Spotora, of Spotora & Associates, P.C. is known for counseling corporate clients in the acquisition of another or other businesses and to help them take advantage of growth opportunities. The team of business attorneys at the law firm is also accomplished in mergers and acquisitions, corporate turn-arounds, franchises, dissolution and bankruptcy matters. As a premier California law firm, Spotora & Associates is actively involved in business matters for a diverse array of clients including Hollywood studios and distributors, TV and multimedia production houses, technology and communications companies, restaurants and nightlife, retail, manufacturing, and pharmaceutical companies. They excel in giving high-quality legal counsel and assisting in the management of the businesses they advise. To learn more, visit https://www.spotoralaw.com/ or call 877.4U.EZ.LEGAL

For more information:
www.spotoralaw.com
Law Offices of Spotora & Associates, P.C.
1801 Century Park East, 24th Floor
Los Angeles, California 90067-2302

P (310) 556.9641
F (310) 556.9642
Toll Free: (877) 4U-EZ-LEGAL

Anthony Spotora is a Los Angeles entertainment lawyer and Los Angeles business attorney. To learn more, visit Spotoralaw.com.

Los Angeles, Calif. – Oral agreements can wreak havoc in Hollywood. An agreement by handshake or over lunch can still be a valid contract and enforced by a court. Two recent lawsuits prove that the oral agreement is still alive, but not necessarily well, in Hollywood.

In Richard Davis and Trademark Properties v. A&E Television Networks, Davis developed the idea of “Flip This House” and A&E orally agreed to divide the show profits 50-50 with him. During their meeting Davis and Charles Nordlander, director of lifestyle programming for the station, negotiated many facets of the show, including pay. After most items were agreed to, Nordlander said, “Okay, okay I get it.” After the pilot and 13 episodes, Davis left the show for a competitor. At trial and the appeal proceedings, both courts affirmed that an oral agreement was entered into and awarded Davis $4 million. The “Okay, okay I get it” was enough to seal in the jurors minds that an agreement had been made, even though it was never written down.

“There is nothing like a signed agreement,” says Los Angeles entertainment attorney Anthony Spotora. “At a minimum you should follow up a discussion and agreement with a confirming email or get your attorney to draft an agreement that is sent for all parties to sign. This case shows that you never know when this backup documentation will come in handy and can save you tons of time, stress and money.”

Another home and design show is under fire for oral agreements gone awry. Talent manager Lance Reynolds, his company Atlantic Talent Management, and Atlantic Films and Television, is suing Jamie Durie, the host of HGTV’s “The Outdoor Room”. Reynolds alleges the two made an oral agreement that Atlantic Films and Television would have 51 percent ownership stake in the popular show. In 2008, Reynolds was made an executive producer of the show and earned a program fee “on a favored nations basis with all other executive producers” after the two had a business dispute. Reynolds alleges after 39 shows, Durie has been well paid and owes him money.

“In oral agreements, courts will try to find any witnesses who might have heard the terms of the agreement, or if the parties have actions, evidence, or exhibit certain conduct to show that it was in existence,” said Spotora. “But you truly owe it to yourself to get your future earnings in writing.”

The Law Offices of Spotora & Associates has more than a decade of experience working with celebrities, producers, studios, agencies, managers, and networks in every genre of the Hollywood television and movie industry. They are known for their hands-on approach and senior-level counsel that is unparalleled by other firms.

For more information:
www.spotoralaw.com
Law Offices of Spotora & Associates, P.C.
1801 Century Park East, 24th Floor
Los Angeles, California 90067-2302

P (310) 556.9641
F (310) 556.9642
Toll Free: (877) 4U-EZ-LEGAL

To learn more, visit https://www.spotoralaw.com/.

Los Angeles, Calif. – Companies put a lot of effort and money into their designs, sales and marketing tactics, so it is no wonder the Car-Freshner Corporation is aggravated by a company that is trying to use a similar tree design for its financial benefit. In a lawsuit against Stanislawski Marketing Ventures, who is doing business as Beck & Call promotional products, Car-Freshner alleges that the company “offers, markets, and distributes promotional air fresheners with a tree design that is indistinguishable from and confusingly similar to Car-Freshner’s distinctive Tree Design Marks.”

The case is currently underway in the U.S. District Court for the Northern District of New York, but it has repercussions that are relevant to businesses everywhere. The Car-Freshner Corp. has used the iconic tree symbol on its air freshener for more than 55 years. Numerous TV, movie, and pop culture references have used the tree fresheners and thereby created an even bigger impression on consumers. The lawsuit also lists Julius Sämann, the inventor of the air freshener who “spent five years extracting pine needle oils in the Canadian wilderness before he came up with the shape, name, and fragrance in New York in 1952.”

Car-Freshner Corp. has six registrations for its tree designs in a wide array of goods and services classifications and it further licenses those designs to third parties such as MasterCard, Samsung, Carnival Cruise Lines, and Buffalo Wild Wings. Car-Freshner Corp attests that Beck & Call not only created customizable tree design air fresheners for companies such as DirecTV but that their use of the tree design violates the Lanham Act and other trademark laws. From infringement, unfair competition, trading off the goodwill and reputation of Car-Freshner, and dilution of its unique tree design, Beck & Call has been slammed with it all.

The lawsuit goes to the core of trademark and intellectual property rights a business works hard to maintain, enjoy, and profit from. As such, businesses who secure legal counsel early on during product development stages and further work with their counsel to help them navigate through additional complex business and intellectual property matters often come out ahead of their competition.

In California, Los Angeles intellectual property attorney and Los Angeles business attorney Anthony Spotora provides critical legal guidance to businesses and individuals. From launching a product, analyzing business plans, and registering trademarks and copyrights, the Law Offices of Spotora & Associates is a trusted resource in Southern California and throughout the nation. They represent a wide array of industries as they research, protect, enforce, and defend their clients’ rights.

For more information:

www.spotoralaw.com

Law Offices of Spotora & Associates, P.C.

1801 Century Park East, 24th Floor

Los Angeles, California 90067-2302

P (310) 556.9641

F (310) 556.9642

Toll Free: (877) 4U-EZ-LEGAL

To learn more, visit https://www.spotoralaw.com/.

Business owners work diligently to build value in their company and to attract consumers and investors. Many plan for the day when they can go public and have an initial public offering (IPO). With recent technology companies raising some serious cash, it’s no wonder that many businesses are contemplating if they can mimic LinkedIn and Pandora’s IPO successes. To that end, whether your company is in the tech sector or a different industry, you’ll want to get a qualified business attorney on your side.

When a company files for SEC registration, the information becomes public record. As such, a knowledgeable business attorney will ensure that the registration and documents meet SEC requirements and protect your corporate image. Preparing for an IPO is tedious work, and unless your company can get an SEC exemption, the paperwork is best drafted and reviewed by counsel.

For those companies who want to pursue other methods of raising capital and are eligible for one of the SEC exemptions, legal counsel remains critical. For example, the Rule 504 exemption of Regulation D allows a company to avoid SEC registration if they: sell up to $1 million in securities in any given year timeframe privately; do not have to file reports per the Securities Exchange Act of 1934; and, it is not a blank check company. The Rule 504 exemption lets a company avoid SEC registration and some report filing, but a company will still need to file Form D after the first securities are sold in a private sale. An experienced business attorney will help a client make sure the documents for the private sale and Form D are completed thoroughly without erroneous statements and violations of antifraud provisions.

This also applies to Rule 505, Regulation D of the SEC exemptions. Rule 505 allows up to $5 million in securities offerings and has different investor requirements, but Form D is still mandated. A business attorney will give a company peace of mind that they are completing investor disclosure documents and Form D efficiently.

Rule 506 exemptions allow a company to raise unlimited monies but all non-accredited investors must be sophisticated investors, unlike the guidelines of Rule 505’s non-accredited investors. Form D is still required.

Overall, a business attorney is well worth the investment to ensure that all the steps are completed with precision. The SEC is not a governmental body anyone wants knocking at the door for failing to comply with their rules and regulations. Retaining legal counsel, whether to raise capital through an IPO or privately, helps a company move forward in the best way possible. Business owners can therefore focus on the aspects they are best at and lessen their stress and potential liability during this critical time.

In California, Los Angeles business attorney Anthony Spotora counsels businesses from sole proprietorships to major international corporations on raising capital and SEC requirements and exemptions. The Law Offices of Spotora & Associates, P.C., has decades of experience with businesses throughout California, the U.S., and abroad.

For more information:
www.spotoralaw.com
Law Offices of Spotora & Associates, P.C.
1801 Century Park East, 24th Floor
Los Angeles, California 90067-2302

P (310) 556.9641
F (310) 556.9642
Toll Free: (877) 4U-EZ-LEGAL

Anthony Spotora is a Los Angeles entertainment lawyer and Los Angeles business attorney. To learn more, visit Spotoralaw.com.

Before federal trademarks were enacted, most individuals and companies registered their marks with the state. State registration for trademarks is still available and less expensive, but with most companies and products wanting to be national, federal trademarks are worth the expense and added protection. In fact, unless a company plans on only selling their goods or services in the state – which is particularly rare with so many companies selling over the Internet – federal registration makes more sense for most businesses.

A business’ name is vital to its branding and sales tactics. Recently, the IP Watchdog magazine commented that trademark infringement is one of the top five mistakes that a startup company makes. As a company gets busy with all the other tasks to get sales and operations going, it can brush off critical steps that will protect the business’ identity, efforts, and assets. Every business can benefit from speaking with a qualified intellectual property attorney to do a full clearance search, to register, acquire, and enforce its trademark.

The current lawsuit of iCloud Communications v. Apple demonstrates the importance of far-reaching trademark protection. iCloud Communications is a Phoenix, Arizona based company that sells cloud computing telecommunication services, hardware, and software. They have used their trademark since 2005 and expended a lot of effort and money to establish, “goodwill and valuable rights in and ownership to the iCloud Marks in connection with computer telephony and electronic data transmission and storage services.” So it was to their surprise when Apple’s Steve Jobs unveiled a new telecommunications and data storage platform called iCloud on June 6 at the Worldwide Developer Conference.

IP and trademark cases usually favor the company that used the registered trademark first and are backed by evidence of how the trademarks were used in the state versus federal context. Already the Phoenix company says it is getting calls “from both existing and prospective customers regarding whether it is now owned or affiliated with Apple” and because of Apple’s extensive marketing machine, more people will associate iCloud with Apple than anything else. If true, it seems clear then that iCloud Communications can prove that there is not only a likelihood of confusion but, there is already actual confusion.

Trademark confusion, dilution, and disputes are serious matters and when a company must stop using its mark, all collateral, customer relations, and years of effort with that particular name must cease. Moreover, in federal courts, an infringer can be liable for three times the owner’s damages plus attorney fees and court costs.

In California, Los Angeles intellectual property attorney Anthony Spotora counsels many diverse businesses to set up, purchase, and maintain their trademark rights. The Law Offices of Spotora & Associates can help a company with basic trademark registrations and more complex matters involving a large portfolio of registrations both in the United States and abroad. Their accomplished trademark attorneys can protect and enforce your trademark and ensure it’s renewed within federal guidelines to strengthen your protection.

For more information:
www.spotoralaw.com
Law Offices of Spotora & Associates, P.C.
1801 Century Park East, 24th Floor
Los Angeles, California 90067-2302

Anthony Spotora is a Los Angeles entertainment lawyer and Los Angeles business attorney. To learn more, visit Spotoralaw.com.