This presentation discusses new federal legislation to protect trade secrets and provides concrete, pragmatic advice about how to respond to this new development.
"Legal issues for start ups business"
A Webinar conducted by
Salman Waris, Head - Technology, Media and Telecom Practice at HSA Advocates
When starting up a business, there are some important legal matters that you’ll have to deal with, no matter how much you’d love to just dive in and get started. However, if you neglect these legal steps, you’re going to find that maintaining the business down the road becomes much more difficult, and in some cases, impossible. It’s in your best interest to take these legal aspects seriously and get them sorted out as soon as possible when starting a business.
This session will cover 4 Key Legal Topics :
1. Address Legal Restrictions/Requirements
2. Select Entity Type
3. Protect Intellectual Capital
4. Develop Basic Legal Documents
Sancus BMS (Ireland) Launch Presentation January 2019Amanda Overland
The Sancus Ireland launch at Stephen's Green Hibernian Club, Dublin on Wednesday January 16th.
Presentation by Andrew Whelan (CEO, Sancus Group), Michael Mooney (MD, Sancus Ireland) and Geoff Savage (Director of Lending, Sancus Ireland)
Private Offering Exemptions and Private Placements (Series: Securities Law Ma...Financial Poise
The private capital markets have become an increasingly important source of funding for both private and public companies alike. Today total capital raised through private placements surpasses total capital raised in public offerings. What’s more, in recent years legislation like the JOBS Act has made a number of significant changes to laws and regulations governing private capital markets. Consequently, understanding the myriad private offering exemptions and how to properly conduct a private placement is crucial for not only for lawyers, but also for executives, managers, directors and anyone involved in corporate finance transactions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/private-offering-exemptions-and-private-placements-2020/
Jamille Cummins, Transworld Group - IP StrategiesSteve Cummins
Jamille Cummins, Transworld Group
Jamille is a former finalist in the Australian Young Business Person of the Year Award, and as the CEO of the Transworld Group, he brings a variety of skillsets, knowledge and experience to lead the group in realising its vision and meeting its core objectives.
Prior to the Transworld Group, Jamille spent 10 years in sales & marketing and management in the Australian & UK retail sectors leading the business development of new and existing brands. As one of the founding members, Jamille was initially the director of business & project development of the group’s telecommunications service, whereby he led the commercialisation of the group’s retail VoIP and wholesale services.
Since then he has been involved in each of the group’s projects. This has allowed him to continue to develop his skillsets and knowledge across various industry sectors, and thereby enabling him to engage at a senior executive level in delivering;
corporate business administration & management,
international trade & commerce,
logistics, business systems development & integration,
product research & development,
corporate project & management,
global industries market research & analysis,
sales & marketing operations,
capital raising,
investor relations
jamille cummins, jamille cummins transworld, jamille cummins transworld group, Transworld Group, jamille, Isle of Man, Steve Cummins, Steve Cummins transworld, steve cummins transworld group
This presentation discusses new federal legislation to protect trade secrets and provides concrete, pragmatic advice about how to respond to this new development.
"Legal issues for start ups business"
A Webinar conducted by
Salman Waris, Head - Technology, Media and Telecom Practice at HSA Advocates
When starting up a business, there are some important legal matters that you’ll have to deal with, no matter how much you’d love to just dive in and get started. However, if you neglect these legal steps, you’re going to find that maintaining the business down the road becomes much more difficult, and in some cases, impossible. It’s in your best interest to take these legal aspects seriously and get them sorted out as soon as possible when starting a business.
This session will cover 4 Key Legal Topics :
1. Address Legal Restrictions/Requirements
2. Select Entity Type
3. Protect Intellectual Capital
4. Develop Basic Legal Documents
Sancus BMS (Ireland) Launch Presentation January 2019Amanda Overland
The Sancus Ireland launch at Stephen's Green Hibernian Club, Dublin on Wednesday January 16th.
Presentation by Andrew Whelan (CEO, Sancus Group), Michael Mooney (MD, Sancus Ireland) and Geoff Savage (Director of Lending, Sancus Ireland)
Private Offering Exemptions and Private Placements (Series: Securities Law Ma...Financial Poise
The private capital markets have become an increasingly important source of funding for both private and public companies alike. Today total capital raised through private placements surpasses total capital raised in public offerings. What’s more, in recent years legislation like the JOBS Act has made a number of significant changes to laws and regulations governing private capital markets. Consequently, understanding the myriad private offering exemptions and how to properly conduct a private placement is crucial for not only for lawyers, but also for executives, managers, directors and anyone involved in corporate finance transactions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/private-offering-exemptions-and-private-placements-2020/
Jamille Cummins, Transworld Group - IP StrategiesSteve Cummins
Jamille Cummins, Transworld Group
Jamille is a former finalist in the Australian Young Business Person of the Year Award, and as the CEO of the Transworld Group, he brings a variety of skillsets, knowledge and experience to lead the group in realising its vision and meeting its core objectives.
Prior to the Transworld Group, Jamille spent 10 years in sales & marketing and management in the Australian & UK retail sectors leading the business development of new and existing brands. As one of the founding members, Jamille was initially the director of business & project development of the group’s telecommunications service, whereby he led the commercialisation of the group’s retail VoIP and wholesale services.
Since then he has been involved in each of the group’s projects. This has allowed him to continue to develop his skillsets and knowledge across various industry sectors, and thereby enabling him to engage at a senior executive level in delivering;
corporate business administration & management,
international trade & commerce,
logistics, business systems development & integration,
product research & development,
corporate project & management,
global industries market research & analysis,
sales & marketing operations,
capital raising,
investor relations
jamille cummins, jamille cummins transworld, jamille cummins transworld group, Transworld Group, jamille, Isle of Man, Steve Cummins, Steve Cummins transworld, steve cummins transworld group
Marginal Field Operations...What You Need To Know by Olufola Wusu esq.Olufola Wusu
Generally Marginal Field Operators agree that the Challenges Facing them include:
Litigation with technical partners; many awardees have ended up in litigation with their technical partners.
Capacity Building and Technology Limitations; There have been capability and capacity issues as well as technology limitations.
Asset acquisition and management – many of the assets were not bankable and they could never have raised funds on them and agreements were delayed among other problems.
The non-bankability of some Marginal Field assets; has led to the inability to raise funds for the development of the fields.
Environmental Issues; Many have had environmental issues such as communities, security, gas flaring, among others)
Effective legal representation of innovators and inventors requires careful thought and consideration. Among other things, care must be taken to properly initiate communications, prepare assignments, and handle subsequent legal disputes. This webinar discusses common legal issues that often arise during the representation of innovators and inventors. It also includes valuable advice from both innovators/inventors and the IP attorneys who represent them.
Part of the webinar series: INTELLECTUAL PROPERTY 201 - 2022
See more at https://www.financialpoise.com/webinars/
The Intersection of IP & Bankruptcy (Series: Chapter 11 Potpourri)Financial Poise
Intellectual property generally includes patent rights, copyright rights, trademark and servicemark rights, and trade secrets. The foundation of intellectual property law is the protection of exclusive rights afforded to original works and invention. These rights can be significantly impacted by bankruptcy proceedings. This webinar examines some of these key issues including the perfection of security interests in intellectual property, the protection of certain intellectual property licenses and lack of protection for other types of intellectual property, the relief available to licensors, as well special issues regarding assignment of licenses in bankruptcy proceedings.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/intersection-of-intellectual-property-ip-bankruptcy-2019/
Slide deck presented by Austin attorney Kirk Cesari on September 17, 2013 at the Austin Chamber of Commerce as part of Texas State SBDC's Spectrum Knowledge Transfer Series.
Stark Networks HK
Advisory and Consulting for Property Investment Technology Projects
Sustainability * Energy Efficiency
Stark Networks HK :: Advisory and Business Consultancy
Structured Financing in conjunction with Energy :: Working with Corporations in Project Partnerships
How to Build Your Startup for a Successful Acquisition - A Legal Viewideatoipo
The speaker will discuss what steps to take starting from the company formation stage and onward in order to correctly position your startup for a successful acquisition - from a legal perspective. Whether your company will be sold for $15 million or ten times more, the issues to be discussed will be important and relevant in each situation.
Please come with your questions, concerns and scenarios.
Materi Workshop Legal Due Diligence (LDD) yang di selenggarakan oleh EMLI Training. Materi di sampaikan oleh Bapak Dendi Adisuryo, beliau adalah Partner at ADCO Attorneys at Law.
Leveraging & Protecting Trade Secrets in the 21st Century (Series: INTELLECTU...Financial Poise
Trade secrets are a more important form of an intellectual property asset than ever.
Congress recently passed the Defend Trade Secrets Act of 2016, which created new federal laws that allow an owner of a trade secret to sue in federal court when its trade secrets have been misappropriated. And as technology continues to exponentially progress in the digital age of the 21st Century, the need for businesses to protect and limit access to valuable and confidential trade secret information continues to rise. The progress in technology and expansion of information also promotes means for monetizing and leveraging trade secrets.
How do you identify your trade secrets, protect them, and leverage them? These are the questions this cutting-edge webinar discusses and seeks to answer.
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/leveraging-protecting-trade-secrets-in-the-21st-century/
FRISHBERG & PARTNERS (www.frishberg.com) is a law firm, based in Kiev, Ukraine since 1991. Practice areas: corporate law, due diligence, mergers and acquisitions, anti-trust, real property transactions and litigation. Experience: over 15 years of hands-on experience in Ukraine, the firm issues its annual reference guide, “Doing Business in Ukraine”. Offices: Kyiv (Ukraine). Clients: MasterCard International, GoodYear, KLM Royal Dutch Airlines, Lafarge, Tyco Electronics, Sun Microsystems, Hewlett-Packard, Fiat Auto, Philips Electronics, the Embassy of Great Britain, the Embassy of Austria, the US Embassy, the Embassy of Sweden, etc.
Marginal Field Operations...What You Need To Know by Olufola Wusu esq.Olufola Wusu
Generally Marginal Field Operators agree that the Challenges Facing them include:
Litigation with technical partners; many awardees have ended up in litigation with their technical partners.
Capacity Building and Technology Limitations; There have been capability and capacity issues as well as technology limitations.
Asset acquisition and management – many of the assets were not bankable and they could never have raised funds on them and agreements were delayed among other problems.
The non-bankability of some Marginal Field assets; has led to the inability to raise funds for the development of the fields.
Environmental Issues; Many have had environmental issues such as communities, security, gas flaring, among others)
Effective legal representation of innovators and inventors requires careful thought and consideration. Among other things, care must be taken to properly initiate communications, prepare assignments, and handle subsequent legal disputes. This webinar discusses common legal issues that often arise during the representation of innovators and inventors. It also includes valuable advice from both innovators/inventors and the IP attorneys who represent them.
Part of the webinar series: INTELLECTUAL PROPERTY 201 - 2022
See more at https://www.financialpoise.com/webinars/
The Intersection of IP & Bankruptcy (Series: Chapter 11 Potpourri)Financial Poise
Intellectual property generally includes patent rights, copyright rights, trademark and servicemark rights, and trade secrets. The foundation of intellectual property law is the protection of exclusive rights afforded to original works and invention. These rights can be significantly impacted by bankruptcy proceedings. This webinar examines some of these key issues including the perfection of security interests in intellectual property, the protection of certain intellectual property licenses and lack of protection for other types of intellectual property, the relief available to licensors, as well special issues regarding assignment of licenses in bankruptcy proceedings.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/intersection-of-intellectual-property-ip-bankruptcy-2019/
Slide deck presented by Austin attorney Kirk Cesari on September 17, 2013 at the Austin Chamber of Commerce as part of Texas State SBDC's Spectrum Knowledge Transfer Series.
Stark Networks HK
Advisory and Consulting for Property Investment Technology Projects
Sustainability * Energy Efficiency
Stark Networks HK :: Advisory and Business Consultancy
Structured Financing in conjunction with Energy :: Working with Corporations in Project Partnerships
How to Build Your Startup for a Successful Acquisition - A Legal Viewideatoipo
The speaker will discuss what steps to take starting from the company formation stage and onward in order to correctly position your startup for a successful acquisition - from a legal perspective. Whether your company will be sold for $15 million or ten times more, the issues to be discussed will be important and relevant in each situation.
Please come with your questions, concerns and scenarios.
Materi Workshop Legal Due Diligence (LDD) yang di selenggarakan oleh EMLI Training. Materi di sampaikan oleh Bapak Dendi Adisuryo, beliau adalah Partner at ADCO Attorneys at Law.
Leveraging & Protecting Trade Secrets in the 21st Century (Series: INTELLECTU...Financial Poise
Trade secrets are a more important form of an intellectual property asset than ever.
Congress recently passed the Defend Trade Secrets Act of 2016, which created new federal laws that allow an owner of a trade secret to sue in federal court when its trade secrets have been misappropriated. And as technology continues to exponentially progress in the digital age of the 21st Century, the need for businesses to protect and limit access to valuable and confidential trade secret information continues to rise. The progress in technology and expansion of information also promotes means for monetizing and leveraging trade secrets.
How do you identify your trade secrets, protect them, and leverage them? These are the questions this cutting-edge webinar discusses and seeks to answer.
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/on_demand_webinars/leveraging-protecting-trade-secrets-in-the-21st-century/
FRISHBERG & PARTNERS (www.frishberg.com) is a law firm, based in Kiev, Ukraine since 1991. Practice areas: corporate law, due diligence, mergers and acquisitions, anti-trust, real property transactions and litigation. Experience: over 15 years of hands-on experience in Ukraine, the firm issues its annual reference guide, “Doing Business in Ukraine”. Offices: Kyiv (Ukraine). Clients: MasterCard International, GoodYear, KLM Royal Dutch Airlines, Lafarge, Tyco Electronics, Sun Microsystems, Hewlett-Packard, Fiat Auto, Philips Electronics, the Embassy of Great Britain, the Embassy of Austria, the US Embassy, the Embassy of Sweden, etc.
Similar to Current Issues in International Cross-Border I.P. Strategies (20)
6. Patents
Protects “unobvious” apparatus, method
Substantial application effort
Arises under federal, international law
Sept 6, 2003 6
7. Trade Secrets
Protects confidential business
information
No registration process
Arises under state, federal, international
law
Sept 6, 2003 7
8. Copyrights
Protects original literal works
Optional registration, marking
Arises under federal, international law
Sept 6, 2003 8
9. Maskworks
Protects semiconductor lay-out designs
Simple registration, marking
Arises under federal, international law
Sept 6, 2003 9
10. Trademarks
Protects distinctive marks, symbols
Optional registration, marking
Arises under state, federal, international
law
Sept 6, 2003 10
11. Protecting Software / Data
Trade secret as default position
Copyright for original media content
Patent for algorithms, business method
Maskwork for chip implementation
Sept 6, 2003 11
12. US Patent Practice
First-to-invent rule
1-year bar-date rule
1-year foreign-filing rule
Export controls
Sept 6, 2003 12
13. Other Intangible Assets
Franchises
Covenants not to compete
Governmental permits
Informational base
Business goodwill
Sept 6, 2003 13
14. US Tax Practice
Business Development Expense §174
Capital Gains for R&D/Patent Sale §1235
Trademark development generally
non-expensable, unless advertising §162
may be amortizable §197
Copyright generally non-expensable,
non-capital asset §1221
Sept 6, 2003 14
15. Offshore Motivation
Globally-competitive development,
manufacture, sales, or partnerships
Overall tax savings or deferral
Improve company balance sheet
Cross-border shifting of income, risk,
control, or privacy
Sept 6, 2003 15
16. Strategic Options
Offshore technology/IPR development,
co-inventorship, or improvement
Transfer domestic technology/IPR to
offshore structure in favorable tax
jurisdiction
Sept 6, 2003 16
17. Offshore Development
Impractical when technology rights
already mature, commercialized
Export control restriction on sensitive
technology
Favorable early fair market valuation
Sept 6, 2003 17
18. Offshore Transfer
Complex structural choices for offshore
entity/ies
US tax regime substantial reach on cross-
border transactions
Territorial practical considerations
Sept 6, 2003 18
19. Key Planning Objectives
Align IP ownership with development
spend
Locate IP with market, manufacture
Consider incentives, depreciation, exit
Sept 6, 2003 19
20. Applicable Tax Regime
US person subject to tax on all income,
whether source is domestic / foreign §1
Tax law of jurisdiction applicable where
IP is used, income source §§ 861-862
• Development
• Manufacture
• Sales
Sept 6, 2003 20
21. Transfer Pricing
IRS may reallocate income/deductions
between taxpayers, when transactions
conducted by controlled group §482
May require transfer pricing study/policy
to validate arms-length economic
relationships
Sept 6, 2003 21
22. Foreign Corporations
Controlled Foreign Corporation
(CFC) §§ 951-964
Foreign Personal Holding Company
(FPHC) §§ 541-547, 551-558
Passive Foreign Investment Company
(PFIC) §§ 1291-1297
Sept 6, 2003 22
23. CFC Rules
Total US shareholders owning at least 10% of
company exceed 50%
10% shareholders taxed as if dividends paid,
even if no cash distribution
Taxed on share of foreign company Subpart-
F income, even if no cash distribution
Sept 6, 2003 23
24. IP Contributions
US person transferring IP to foreign
corporation recognizes gain based on fair
market value of receivable §367
Exceptions:
– Active trade / business by foreign corporation
– Domestic stock transfer, gain recognition
agreement
– Foreign stock transfer, corporate reorganization
Sept 6, 2003 24
26. Inbound / Outbound Issues
Withholding tax on royalties?
Applicable tax treaty, rate?
Trade / business or permanent
establishment in foreign jurisdiction?
Sept 6, 2003 26
27. Sale vs. License
Transfer “all substantial rights” ?
Sale gives rise to capital gains / loss,
usually no withholding tax
License is ordinary income,
royalties subject to withholding tax
Sept 6, 2003 27
28. Licensing Terms
IP grant Arbitration
Improvements Language
Currency Political risk
Inflation rates Travel expense
Withholding tax Product liability
Exchange controls Indemnification
Royalties Applicable law
Sept 6, 2003 28
29. Country Selection
Entity structure
Funding type
Formation time, documentation
Shareholding meetings
Taxation
Foreign authority information exchange
Sept 6, 2003 29
30. Cayman Islands
Entity structure: Company unit trust ltd, partnership
Funding type: Open/closed-end class, hybrid scheme
Formation time/docs: 1-week memorandum, articles of
association or deed of trust, minimum $33k equity or fund listed
on approved stock exchange
Shareholding mtgs: None
Taxation: No individual income, corporate, capital gains or
transfer tax payable by funds or shareholders; no tax treaties
Authority Info: Mutual legal assistance treaty with US to
Septcooperate regarding narcotics, fraud
6, 2003 30
31. Bermuda
Entity structure: Company unit trust ltd, partnership
Funding type: Open/closed-end class
Formation time/docs: 3-5 weeks prospectus, memorandum of
association or deed of trust
Shareholding mtgs: Annual meeting need not be in Bermuda
Taxation: No individual income, corporate, profit, withholding
capital gains, estate, duty, or inheritance tax payable by funds or
shareholders; no tax treaties
Authority Info: Mutual assistance act with US to cooperate
Septregarding fraud
6, 2003 31
32. Ireland
Entity structure: Company unit trust ltd, partnership
Funding type: Closed-end, VC professional investor funds
Formation time/docs: 2-3 months, memorandum, articles of
association or deed of trust
Shareholding mtgs: Annual meeting in Ireland
Taxation: Special tax zone exempts funds and shareholders
from income and capital gains tax; tax treaty
Authority Info: Official secrets act maintain confidentiality
except in limited circumstances
Sept 6, 2003 32
33. Luxembourg
Entity structure: Fixed capital company, variable capital unit
trust, partnership
Funding type: Closed-end, VC funds
Formation time/docs: 3-5 months, prospectus, articles of
incorporation or deed of trust
Shareholding mtgs: Annual meeting in Luxembourg
Taxation: No income, capital gains, withholding, or dividends
tax on funds of non-resident shareholder; tax treaty
Authority Info: Banking secrecy statute
Sept 6, 2003 33
34. OECD List
Andorra Maldives
Anguilla Marshall Islands
Antigua & Barbuda Monaco
Aruba Montserrat
Bahamas Nauru
Bahrain Netherlands Antilles
Barbados Niue
Belize Panama
British Virgin Islands Samoa
Cook Islands Seychelles
Dominica St. Lucia
Gibraltar St. Kitts & Nevis
Grenada St Vincent & Grenadines
Guernsey Tonga
Isle of Man Turks & Caicos Islands
Jersey US Virgin Islands
Liberia Vanuatu
Lichtenstein
Sept 6, 2003 34
35. Cross-Border Model
US
Company
Holding
Company
Foreign
Subsidiary
Sept 6, 2003 35
36. Offshore Company Set-up
US
US Company sets-up
Company Holding Company in
low-tax/treaty(no-
withholding) jurisdiction,
limit US control/interest
Holding
Company
File IP appropriately for
offshore protection,
Foreign
enforceability
Subsidiary
Sept 6, 2003 36
37. Offshore IP Transfer
Holding Company pays
US
Company US Company for fair-
market-value stake in IP
intangibles
Holding
Company
Cost-sharing agreement
for IP co-development,
financing by US and
Holding companies,
Foreign jointly-owned per
Subsidiary relative contributions
Sept 6, 2003 37
38. Offshore Subsidiary Licensing
Holding Company
US
Company licenses IP to Foreign
Subsidiar(ies) to collect
royalties from
customers in other
Holding jurisdiction(s)
Company
US Company receives
royalty portion in US
Foreign and accumulate portion
Subsidiary offshore, actively
licenses IP from
Sept 6, 2003
Foreign Subsidiary 38
39. Offshore Tax Benefits
US Company receives
US
Company tangible asset as
payments on balance
sheet for sale of
intangible IP
Holding
Company
US Company deducts
license to use intangible
asset, may defer
Foreign income repatriation to
Subsidiary tax-efficient time
Sept 6, 2003 39