Bite-Sized Bits of Knowledge

Customer Agreements are super important and so frequently under utilized. Where they are utilized, they are usually very poor agreements. They lack important terms that really can hurt business owners. Think of them as documenting the agreement between customer and...

Patents are really interesting! They represent the right to exclude others from using your unique invention. Inventions can be intangible (things you can't touch) or tangible (things you can touch).  There are many forms of them, and they are, admittedly, a very...

Trademarks are critical to businesses. They represent the name, logos, slogans and other identifying language and materials of a business. Think of the Nike Swoosh, "just do it", the NBA logo (or any major professional sport logo or college team logo), or Coca Cola's...

Intellectual property generally relates to three bodies of law: copyright, trademark and patent. Each has it's own universe of significance, rights, remedies, and the like. This video discusses copyright; what it is, what's a registration, what it means not to be...

Sales of shares, membership interests, partnership interests, etc. can be done in a variety of ways. Of course it’s customizable and can be tailored to the needs of the client. What's common to all entities is the structure involved. We...

Remember that some entities allow for slicing and dicing of rights with respect to shares of ownership. That means that you can own voting rights and economic rights, and you can separate the two of them. Other entities do not have that...

It's very common to build in a right of first refusal into a governing document. It's a way of keeping the shares in the family. The way it works is that the partners have a right to match the material terms of any bona fide offer from a...

Termination of employment is a common trigger of an involuntary transfer. If you give a key person equity, and they leave the closely held company, then typically they cannot and reasonably should not retain their shares. They are are...

Disability is a common trigger of an involuntary transfer. If someone cannot perform, they are not able to contribute to the business. They will, meanwhile, continue to own shares and receive distributions (not salary). That alone is a...

Death is a common trigger of an involuntary transfer. Without a trigger, a person’s death does not sever their interest in the business. The heirs of an owner that is a person will be identified by his or her will or by the statute. Such...