General Corporate and Business Law

Developments in technology, law, communications and travel have made it relatively easy to start a new business. In fact, these same developments have greatly increased the profitability and stability of most existing businesses. Nevertheless, many businesses start out of the gate strong, only to fail miserably within the first year. The factors contributing to this phenomenon are numerous, but with simple pre-launch planning, some of these factors can be virtually eliminated. Despite the fact that there are only a handful of business organization forms, choosing the right one for your business will have tax, legal and “perception” consequences that can make or break a new business. We assist business organizers in determining the most appropriate business form to achieve business, tax, legal and other goals.

In addition to selecting the appropriate business form, maintaining adequate records and implementing comprehensive documentation is equally important to the ultimate success of a business. Since the majority of businesses in the United States are small or family-owned businesses, many, if not most, neglect to properly document business transactions because the feeling of informality seems appropriate and justified. This is an extremely dangerous situation. Businesses of all sizes require proper documentation to avoid tax and legal problems, particularly with respect to stock issuance and “minute” books. In fact, thousands of dollars or more may be saved by using simple contracts and other documentation to record business transactions. Whether you need to update your business’ minute book or need to create a comprehensive employee policy manual, we can assist you in identifying your needs and properly addressing them.

Forming and operating, however, are not the only issues businesses face. For some, merging with another business, purchasing a competitor’s business or selling assets of an existing business are goals that have been planned from the beginning. We understand the importance of ensuring that you achieve the maximum benefit from any of these transactions – and proper documentation is the key.

Although many of our clients prefer “whole process” services, we offer individualized components to meet your needs wherever you are in the process:

• Business organizations–corporations, limited liability companies, partnerships, sole proprietorships
• General corporate and business transactions (contracts, leases, etc.)
• Stock issuance
• Minutes and other documentation
• Sale and purchase/merger and acquisition of businesses
• Commercial contracts–manufacturers, distributors, wholesalers, retailers, sales representatives, consultants
• Employment and independent contractor agreements, personnel policies and procedures

Media and Entertainment

The entertainment industry is exploding in every direction. With all forms of media penetrating more and more venues, there is significantly more opportunity to experience this industry unlike ever before. The stark reality, however, is that the industry is full of unsavory characters, unmanageable agreements and multitudes of competition. Whether you’re in the industry as a seasoned professional or as a student intern, your protection (and sanity) rests on understanding the nature of the industry, the intricacies and nuances of it, and ensuring that you always have a signed contract. That’s where we come in.

Although talent agencies are regulated by a few industry-specific laws, nearly all other “players” are not. Failing to have an attorney on your side may have devastating consequences, since it will be necessary for you to rely solely on the advice of your friends (who are probably not qualified), manager (who may or may not be educated or experienced in the matters you face) and the people on the other side of your transaction who are in the most advantageous position of all, considering their inherent conflict of interest. In the end, you need legal representation to look out for your interests, not someone else’s.

Likewise, even if you are a seasoned professional, many of the agreements being used in the industry require a high degree of understanding, and non-attorneys (despite their experience) may not be trained to understand the implications of media and entertainment agreements. In any event, it makes no sense to gamble your precious time and talent away, without knowing what your obligations and liabilities are. We can assist you in understanding the terms of your contracts, and, if necessary, we can negotiate and draft your agreements for you. Don’t take chances here – your services are worth the investment necessary to protect you.

If you’ve worked hard enough on the creators’ side of the industry, you may be fortunate enough to be in a position to license or merchandise your property. Or, you may be in a position to secure a license or merchandising rights to a valuable piece of property. Either way, licensing and merchandising can have fatal consequences if not properly documented. We can assist you in negotiating and/or drafting comprehensive licensing and merchandising contracts so that you can obtain great results.

Below is a brief list of some of the media and entertainment services we offer:

• Talent representation
• Contract analysis and drafting
• Licensing and Merchandising

— Also see our Entertainment Services

Intellectual Property

Intellectual Property is quickly becoming one of the hottest areas of law – and for good reason. Our economy relies heavily on the exchange of information, and individuals and businesses in every industry have something to gain from “P” rights. Whether you operate a software development company or are a songwriter, understanding and protecting your IP rights will have countless benefits.

Copyrights, trademarks, trade secrets and patents are difficult to understand to begin with. Many individuals and businesses develop protectable materials without even knowing it. This is one of the reasons why we offer auditing services to help you identify your IP assets. In addition, as part of our ‘whole process’ services, we educate you through individual or classroom-style seminars on the various aspects of Intellectual Property, including identification and protection. Our goal is to help you become familiar with IP to enable you to take charge of this valuable asset.

Resources and time often limit your ability to adequately protect your Intellectual Property. Having an attorney available to register your protectable works and license and merchandise them can greatly increase your profitability and leave time for you to focus on developing more valuable materials. Without registration, you may be limited in your ability to protect your IP and/or in the amount of damages you may recover for an infringement. By allowing us to register your protectable works, you can spend your time more effectively.

Protecting your IP is costly. Nevertheless, it is a necessary aspect of IP law. In many circumstances, a simple “cease and desist” letter will prevent would-be infringers from seriously damaging your IP rights. Under other circumstances, a more formal effort may be required. This may take place in a court of law or through alternative dispute resolution (i.e., mediation, negotiations or arbitration). Regardless, we can assist you in enforcing and/or defending your IP rights through litigation and non-litigation means. By having us involved early in the process we can assist you in lowering the risk of infringement by actively protecting your IP rights.

While not exhaustive, the following is a list of IP services we offer:

• IP audits
• Seminars and education
• Registration
• Licensing and merchandising
• Litigation and enforcement
• Non-litigation dispute resolution
• Other work in trademarks, patents**, copyrights, trade secrets

* We are not licensed patent attorneys; thus, we do not prosecute patent applications

Litigation/Alternative Dispute Resolution

At some point in time, virtually everyone is forced to take part in some form of dispute resolution. If you operate a business, you may participate in it on a regular basis. For others, if the unfortunate circumstances present themselves, you may be required to bring or defend a lawsuit only once in your life. Due to the complex nature of the court system and the associated legal requirements, most rely on an attorney to represent their interests (and self-representation is not generally advisable). If that day comes, and you need to enforce your rights and/or defend claims made against you, call us and we may be able to assist you.

We offer personal and business dispute representation in virtually every aspect of business and entertainment, including wage claims, unlawful termination, breach of contract, defamation and business disputes. We also offer non-litigation resolution to enable you to reduce the costs associated with protecting/defending your interests.

We offer the following dispute resolution services:

• Litigation
• Mediation and arbitration
• Negotiations

Entertainment Services

Many people simply lack the time or resources to manage the non-legal aspects of their careers, such as management and royalty accounting. In addition, once finding a knowledgeable and trustworthy attorney, many clients feel reluctant to have a third party handle other important tasks. We can assist you in maintaining a single and centralized contact for all of your entertainment-related concerns. As described in other areas of our site, we believe in ‘whole process’ services, which may include a combination of legal and non-legal components.

In addition, some inquiries are not legal at all – they are business or nuance focused. For this reason, we offer a variety of services designed to educate you and/or protect your non-legal interests in the entertainment industry. Many of our clients enjoy our classroom-style introductions to various entertainment topics, including music publishing, “indie” film and music production, and other topics. If you want to learn more about a particular aspect of the entertainment industry, let us know and we may be able to design a personalized seminar that is right for you.

Given the difficulty and time involved in royalty accounting, auditing, administration and licensing, many clients prefer to have our firm handle these aspects of their business. We believe this component of our practice enables us to provide more streamlined and consistent results that reduce overall costs to the client. It also reduces the number of parties involved in many transactions, leaving you with time to work on other important matters.

Here is a short list of a few of the entertainment services we offer:

• Consulting
• Royalty Accounting/Auditing
• Music Administration
• Licensing
• Management

Other Services

In an effort to provide “whole process” services, we occasionally offer additional services to streamline your legal needs. Please inquire if you have a specific need.