Roland Tong, Attorney for Manning, & Kass, Ellrod, Ramirez, Trester LLPRoland Tong - Manning & Kass, Ellrod, Ramirez, Trester LLP2024-03-27T16:42:38Zhttps://www.rtlawoffices.com/feed/atom/WordPress/wp-content/uploads/sites/1303498/2020/12/cropped-site-icon-image-01010-1-32x32.pngOn Behalf of Roland Tong, Attorney for Manning, & Kass, Ellrod, Ramirez, Trester LLPhttps://www.rtlawoffices.com/?p=490852023-08-28T23:22:41Z2023-08-28T23:22:41Ztrade secrets theft is a huge problem in Southern California. Former employees bring their files to a new job, and competitors use underhanded means, like hacking, social engineering and corporate espionage, to access sensitive data.
Keeping trade secrets secure
Some trade secrets can be protected using patents, though they typically only stay in force for 20 years. Other methods of keeping your trade secrets private include:
Non-disclosure agreements (NDAs) and confidentiality agreements for employees, in which they agree not to give trade secrets to competitors during and after their employment with you, on penalty of litigation.
Non-compete agreements that prevent former employees from taking a job with a competitor, usually within a certain geographic limit and for a certain period of time.
Company policies and employee training to keep data secure.
Tools to monitor and detect suspicious or unauthorized attempts to access data.
Theft of trade secrets is also a crime under federal law.
For both preventative measures and enforcing your rights, an experienced business attorney can be very helpful.]]>On Behalf of Roland Tong, Attorney for Manning, & Kass, Ellrod, Ramirez, Trester LLPhttps://www.rtlawoffices.com/?p=490862023-08-04T16:03:06Z2023-08-04T16:03:06Zresolve the conflict, a lawsuit might not be necessary. These include:
A detailed partnership agreement. If your business is a true partnership, not an LLC or more formal entity, you generally are not required to file paperwork regarding your company's structure and purpose. But having each partner's rights and responsibilities written down clearly and in detail can help cool down a dispute before it flares up.
ADR. Alternative dispute resolution methods like mediation and arbitration can save participants considerable time and money and give them greater control over the outcome. A holistic ADR practice like mediation can also help bring alienated partners closer together, which benefits the business long-term.
Selling out. Another option is for the unhappy partner to withdraw and sell their share to the remaining partners or to a new party. Succession planning can detail how this would happen, but if that has not happened, negotiating the terms of the buyout will be necessary.
Litigation. Although a lawsuit is the last resort for most business owners, it should always be a possibility. Litigation might be the only way to determine fault and resolve a serious conflict between business partners.
It is often possible to find a solution everyone can live with and continue the partnership. A consultation with a business litigation attorney can help you clarify your goals and needs.]]>On Behalf of Roland Tong, Attorney for Manning, & Kass, Ellrod, Ramirez, Trester LLPhttps://www.rtlawoffices.com/?p=489482023-10-03T18:38:01Z2023-05-21T21:19:59ZSeveral scenarios can play out
Despite the closure of a business, its IP may still be valuable to other companies or individuals.
If the company goes out of business due to bankruptcy, the company's intellectual property may become the property of the bankruptcy estate. The estate will then sell or transfer the IP to pay off the company's creditors.
It may be that the IP has already been assigned to a third party, such as a licensor or investor. In that situation, the third party will own the IP. The terms of the assignment agreement will determine who owns the intellectual property. If the company has licensed its IP to third parties, the licenses will continue to exist even if the company goes out of business. The third-party licensees will retain their rights to use the licensed IP, subject to the terms of the license agreement.
Suppose a company goes out of business and does not transfer its IP to someone else. Under these circumstances, it may become part of the public domain. This means that anyone can use or reproduce the IP without permission or payment.
The fate of intellectual property after a company goes out of business depends on several factors. If you are concerned about the ownership of your intellectual property, it's essential to seek legal guidance accordingly.]]>On Behalf of Roland Tong, Attorney for Manning, & Kass, Ellrod, Ramirez, Trester LLPhttps://www.rtlawoffices.com/?p=489452023-05-07T10:19:46Z2023-05-07T10:19:46Zimportant benefits of incorporation,
Liability protections
One of the most significant benefits of incorporating a business is liability protection. When you incorporate your business, your personal assets are protected from business liabilities. In other words, if your business faces any lawsuits or issues with creditors, your personal assets such as your car or house will not be at risk.
Increased credibility
Incorporating your business can also increase its credibility in the eyes of customers, vendors and suppliers. Incorporation gives the impression of a more established and reliable company, and that can also make it easier to secure investors or funding.
Tax benefits
Incorporating your business can also provide tax benefits, including reduced self-employment taxes and the ability to retain earnings in the corporation and build upon what you already have. You may also gain additional tax benefits through the ability to deduct additional operating expenses and spread your losses out over time.
Perpetual existence
A corporation has what’s called a “perpetual existence,” which means (unlike a sole proprietorship), the company continues to exist even if the ownership changes or if the owner passes away. This makes the corporation a more stable entity than a sole proprietorship or partnership, which also makes it easier to raise capital from a lender.
Brand protection
Incorporating your business can also provide legal protection against trademark infringement, intellectual property theft and other issues that can negatively affect your brand. Incorporation allows you to protect your business name and logo and prevent others from using them without permission.
Is incorporation right for every small business or start-up? No. It takes an experienced eye to look closely at the situation and determine what business structure is really the most advantageous. Fortunately, legal guidance is available to help you decide on the best direction for your company’s future.]]>On Behalf of Roland Tong, Attorney for Manning, & Kass, Ellrod, Ramirez, Trester LLPhttps://www.rtlawoffices.com/?p=489392023-04-04T19:59:29Z2023-04-04T19:59:29ZOwning a patent is an incredibly valuable resource. However, owning the rights to a patent isn’t a guarantee that you will make money. Fortunately, there are a few ways that you can generate a profit from your idea.
After months or years of tinkering and experimenting, your idea has turned into a valuable product. But what do you do if you can’t move your new invention to the next step? Below are a few ways you can monetize your patent.
Sell the patent rights for your invention
The simplest way to monetize your intellectual property is to sell the patent outright. People patent thousands of inventions yearly, but most languish until the patent expires. Therefore, selling your patent may help you to at least gain some profit from your invention. Just like any other business transaction, you’ll need to prepare for the sale. This means having all the relevant paperwork ready. However, finding a buyer is the most time-consuming part of selling a patent. Here are a few ways you can find interested buyers:
Contact companies in the relevant industry and give them a sale offer
Attend trade shows
After finding a buyer, you will still need to prepare a Patent Sale Contract.
License your patent rights for others to use your invention
You can also secure a financial reward from your invention by licensing the right to make, use or sell your product. You can grant the license to your patent rights to a single entity or share between multiple entities. Because your relationship with the licensee can go bad, you’ll need to create a patent licensing contract between you and the entity that wishes to commercialize your invention. If you’ve done your research and developed a viable product, you may be able to monetize your patent. But before selling or granting a license to others for your invention, consider seeking legal guidance to help you navigate the legal landscape and protect your rights.
]]>On Behalf of Roland Tong, Attorney for Manning, & Kass, Ellrod, Ramirez, Trester LLPhttps://www.rtlawoffices.com/?p=489002023-03-13T14:59:14Z2023-03-13T14:59:14ZWhat is an operating agreement?
An operating agreement is a legal document used by business owners to outline how they intend to carry out the internal operations of their new company. It is a legally-binding agreement that is enforceable in court in the event that any members breach their duties to each other or their company.
The document will address a variety of financial and operational issues. For example, multi-member LLCs generally include the percentage of ownership of each member and what should happen in the event that the members opt to close the business down in their operating agreements.
What are the benefits?
While you may have had many conversations between you and your partners about how the business should be run, these mean nothing (legally-speaking) unless you execute a contract to solidify your mutual agreements. An operating agreement makes sure that you have written records of how everyone wants the business to be run and structured. If you have multiple members in the LLC, it forms a binding contract between parties to govern important decisions.
Having an operating agreement in place reduces your personal liability. It helps the law to recognize the business as an LLC as opposed to a partnership or sole proprietorship. In the event that something goes wrong or the business faces legal action, this can resource be essential in avoiding personal financial consequences that might otherwise occur in the wake of an expensive lawsuit.
It’s important to make sure you’ve got everything you need when you set up a new business. Having the help of a legal professional can help you to make sure you have all the necessary documents in place and that your interests are adequately protected.]]>On Behalf of Roland Tong, Attorney for Manning, & Kass, Ellrod, Ramirez, Trester LLPhttps://www.rtlawoffices.com/?p=488992023-03-10T15:52:02Z2023-03-10T15:52:02ZThere is a long history of factory knock-off products
Although some kinds of intellectual property protections are international, including patents, actually enforcing rights across international boundaries can be quite difficult. Many inventors and startup businesses have learned the hard way that the cheap offshore factory they hire to manufacture their product might also start selling a knockoff version of their patented product for a fraction of the price online.
Such issues can be hard to resolve depending on the country in which fabrication occurs. In some cases, the same factory working for a company might simultaneously infringe on its patent. Other times, factories with access to patented processes or information might share it with other manufacturers for a price.
The easiest way for a business to protect against issues involves either domestic fabrication or careful contract inclusions, ideally both. It is possible to include terms in a contract with a manufacturer to prevent the misuse of intellectual property and impose harsh penalties should have violation occur. It will also be easier to go after a factory in North America violating a domestic patent than one on the other side of the world.
Businesses need to address all risk factors when manufacturing sensitive innovations. For an organization to remain profitable, it will need to identify and address any issues that could lead to unfair competition or diminish the return it anticipates on its investments. Proactively protecting intellectual property when manufacturing physical products is crucial for any company that is hoping to turn a patented concept into a revenue stream.
]]>On Behalf of Roland Tong, Attorney for Manning, & Kass, Ellrod, Ramirez, Trester LLPhttps://www.rtlawoffices.com/?p=488692023-08-30T09:49:59Z2023-03-05T20:20:14ZIf you’re starting to turn your dream of running your own business into reality, you have likely heard about how important it is to choose the right legal structure for your new company. There are four primary legal company structures that you can choose from:
Sole proprietorship
Partnership
Limited liability company (LLC)
Corporation
Each of these structures features potential advantages and drawbacks. One of the ways in which your decision to choose a specific option over the others will be consequential involves taxation. If you choose some of these structures, your company’s profits and losses will be taxed on your personal, annual income tax return. If you choose others, your company will be taxed as a distinct entity.
Which options allow for the results you want?
Sole proprietorships and partnerships are taxed on the individual returns of their owners. Corporations are always taxed as distinct legal entities. Limited liability companies serve as middle-ground options. If you choose to structure your company as an LLC, you’ll be able to decide whether you’d like it taxed on your individual return or distinctly like a corporation. By carefully considering how you want your business to be taxed, you can make truly informed decisions about the legal structure of your new company. If you aren’t sure of how your desire to have your company taxed a certain way will compete with other operational goals that a specific structure will influence, don’t hesitate to seek professional legal guidance and assistance. It is far better to be safe now than sorry later. ]]>On Behalf of Roland Tong, Attorney for Manning, & Kass, Ellrod, Ramirez, Trester LLPhttps://www.rtlawoffices.com/?p=488682023-02-24T20:18:09Z2023-03-02T20:16:12ZWhether you’re a hobbyist, a budding entrepreneur or you work for an innovative company, it is important to understand how to secure an edge in the patent protection process when one is lawfully available to you.
One of the most under-appreciated opportunities available to those in need of patent protection is the provisional patent application process. By learning about this opportunity – and the unique timing restrictions associated with it – you can make informed choices that will allow you to secure an edge in the final patent application process as soon as it’s prudent to take advantage of the provisional process.
The basics of the provisional patent application process
The United States Patent and Trademark Office (USPTO) begins to evaluate the novelty of an invention based on the filing date that is associated with an inventor’s patent application. As a result, it is broadly to an inventor’s advantage to submit a patent application as soon as they can in order to safeguard their work against claims of prior art. However, drafting a patent application that is likely to be successful takes a considerable amount of time and effort. As a result, the USPTO allows inventors and innovative businesses to submit a provisional patent application no more than 12 months ahead of the time that they submit their final patent application. If the provisional patent application is accepted, the final patent application filed within 12 months will benefit from the filing date stamp associated with the provisional patent application. Meaning, inventors can benefit from nearly 12 extra months of prior art safeguards if they complete this process effectively. By filing a provisional patent application as soon as you’re ready to do so – and you’re not at risk of missing your 12-month follow-up window – you’ll better ensure the success of your patent application. Speaking with an attorney about timing these efforts just right can be a worthy investment of your time. ]]>On Behalf of Roland Tong, Attorney for Manning, & Kass, Ellrod, Ramirez, Trester LLPhttps://www.rtlawoffices.com/?p=488652023-02-24T18:57:24Z2023-02-24T18:57:24ZIf you are starting to take steps to launch a new company, congratulations! Whether your operation will be a single-owner business that caters exclusively to local clientele or a multi-national corporation with a global customer base, the hard work you’re putting in to realize your vision should be applauded.
To better ensure that your hard work pays off in the form of an enterprise that is both profitable and sustainable, you’ll need to choose the company formation structure that will best facilitate your vision. You may need to take a two-pronged approach to the business formation process by “starting small” and then converting your business structure once your operations become self-sufficient. But even in this instance, the structure you choose to start will influence your company’s development from go.
Weighing your options
There are potential advantages and disadvantages to each of the primary legal structures available to businesses across the U.S. Some states offer some hybrid options – especially for partnerships – but the four structures introduced below are available everywhere. Each model is well suited for different kinds of businesses, so you’ll want to weigh your options with your specific vision in mind. Your options include:
The option that you choose will determine how your business is taxed, whether you’ll have to submit regular reporting to the state, whether you’ll enjoy personal liability protection in the event that your business is sued or cannot meet its debts, whether you’ll be required to honor a specific managerial structure and a host of other consequential realities. Because legal business formation is such a consequential process, you will not want to approach it lightly. If you’re unsure of which option might work best for your new business, don’t hesitate to seek personalized feedback from a legal professional who regularly handles business formation matters. ]]>