ANKNEY LAW

Paper-Less Office

I'm all geeked out about a new piece of hardware.

After eight years of solo practice, I have accumulated about 50 boxes of closed files in storage. My filing cabinet probably has another 10 boxes of paper in it. It's been driving me crazy. It can cost a lot of money to store paper.

I bought a ScanSnap S1500 high speed scanner recently to reduce paper. That machine is amazing - worth its weight in gold. I've gone almost entirely to a digital filing system. I say "almost," because I am keeping paper files of original documents. But the switch to digital filing has been liberating. I completed an entire project yesterday consisting of at least 15 separate documents and never used a piece of paper. The scanner also came with a full version of Adobe, which has some amazing features. How did I live without that tool?

Next Day Service Incorporations and LLCs

I can form a Virginia corporation or LLC for you within 24 hours, and sometimes sooner. I have the ability to file the documents with the state over the internet and to obtain the Certificate of Incorporation or Organization immediately. I can then draft all your organizational documents and e-mail them to you for signature. In the past, forming a Virginia corporation or LLC could take 7-10 days because I had to file the Articles and then wait for the SCC to send the Certificate back to me. If the SCC had a high volume of filings, the wait could be longer. With the SCC's latest changes, I can provide almost instant turnaround on corporations and LLCs.

Why Does It Take So Long to Register My Trademark?

Volume. It takes about one year to register a trademark with the US Trademark Office because it has so many applications to process. You won't even hear from the office for about four months after you file an application. You then will need to resolve any issues the examining attorney identifies. Then the office publishes the mark for a 30-day public opposition period. When you add it all up, it just takes time. Some clients are put off by this. But what's truly important is the filing date. Once you file, your application blocks any application filed afterwards. You get priority. And assuming the process goes smoothly, you will get your registration.

Annual Shareholders' Meetings

Corporations are required to have an annual meeting of shareholders.  These meetings are primarily for electing members of the board of directors, but they also can be used to review the previous year and conduct other significant business.  In Virginia, you do not have to hold an actual meeting if all of the shareholders consent to the decisions in writing.  This is usually done by having all the shareholders sign a written consent containing the corporate action.  If not all shareholders consent, then you will need to hold an actual meeting.  The corporation's articles of incorporation or bylaws usually set a date for the annual meeting (e.g., the first Friday of February or a specific date each year).  Missing the specified meeting date is not fatal, however.  What is important is that you hold the meeting.

Investors

Do you have an investor who wants to buy stock in your company?  That deal probably is subject to federal and state securities laws.  Securities laws are designed to protect investors from fraud.  Smaller companies usually qualify for an exemption from most of the securities laws requirements.  But there are no exemptions from the anti-fraud requirements.  If you don't follow the securities laws when selling to investors, the investors can undo the deal and get their money back (which you probably already spent).  In addition, you can be personally liable for violating securities laws.  That's why it is important to comply with the securities laws when selling to investors, even if the investment seems relatively small.  Compliance usually takes the form of carefully worded contracts to cover the securities law requirements and to protect you.

Current Projects

Some of the projects I'm currently working on include two purchases of a franchise and franchised stores, setting up a retail computer business, commercial leases for medical practices, the merger of two medical practices, setting up an independent record label, copyright advice for a documentary film project, a number of trademark registrations, setting up a non-profit youth ministry, and setting up an engineering consulting business.

What's the Strength of Your Indemnity?

An indemnity is a contractual promise to reimburse another party for a loss.  For example, if you buy a business, the seller usually promises to reimburse the buyer for losses arising from things that happened before the sale.  You should always get an indemnity if you can.  But even if you get one, you need to understand that the indemnity is only as strong as the person or business standing behind it.  If the seller has no assets after the sale, then your indemnity doesn't have much value because the seller can't back it up.  If you think you are dealing with a weak indemnitor, look for other ways to strengthen the indemnity (e.g., cash in escrow).

Does Your Consultant Own It?

You hire a consultant to create something for you, say a piece of software, a web site, or a logo.  Both of you sign a consulting agreement that defines the scope of the project and the deliverables, sets forth her fee, and binds her to keep everything confidential.  Part way through the project, you have a falling out and you terminate her.  She refuses to deliver any work product, claiming she owns it.  She's probably correct.  Unless your consulting agreement has special language in it about work product ownership, your consultant most likely owns it and you have simply paid for her services.  Ownership of work product provisions are some of the most important, but often ignored or overlooked provisions of a consulting agreement.

Your Lawyer is a Virginia Legal Elite Lawyer

Virginia lawyers have elected me as a Virginia Legal Elite lawyer in Intellectual Property Law for the third time.  I am especially grateful for this recognition because almost every other named lawyer is at a large law firm.  If you want to see the listings, visit Virginia Business Magazine at this link: Virginia Business Legal Elite 2010

End of Year Projects

The end of the year is always an exciting time for entrepreneurs.  End-of-the-year projects I am working on include spinning off an online consulting business, buying a franchised retail store, a small business loan, selling a healthcare practice, setting up a jewelry business, and buying a local magazine.