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The Lanham Act is the federal trademark statute in the U.S. The Act prohibits trademark infringement, trademark dilution, and false advertising.

The Lanham Act is the primary federal trademark statute of law in the U.S. The Act prohibits trademark infringement, trademark dilution, and false advertising (among other things). It’s name is derived from its creator, Representative Fritz G. Lanham of Texas, and the Act was passed into law by President Truman on July 5, 1946. The purpose of the Lanham Act is to protect trademarks so as to avoid consumer confusion and help consumers identify the source of particular goods or services.

How to Prevail on a Lanham Act Trademark Claim
To prevail, the plaintiff must prove: (1) that it has a protectable ownership interest in the mark; and (2) that the defendant’s use of the mark is likely to cause consumer confusion….

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In Washington State, corporations cannot appear in court without an attorney—this includes filing documents with the court.

As our economy continues its slow recovery, many corporations continue to stay as “lean” as possible, cutting costs wherever they can. However, corporations cannot save expenses by responding to litigation pro se (individually, rather than with an attorney).

In Washington State, corporations cannot appear in court without an attorney—this includes filing documents with the court. In a 1998 court case, Lloyd Enterprises Inc. v. Longview Plumbing and Heating Co., the trial court entered a default judgment when, after the attorney for one of the parties, Berry, Inc., withdrew, Wade Berry, president of Berry, Inc., filed legal documents with the Superior Court himself on behalf of the corporation. The attorneys for the other parties moved to strike the documents signed by Berry….

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The SEC approved a new rule that requires national securities exchanges to adopt listing standards for compensation advisers of public companies.

On June 20, the SEC released a statement announcing that it has approved a rule (Rule 10C-1) that requires national securities exchanges to adopt listing standards for boards of directors and compensation advisers of public companies. You can view the Final Rule.

The new rule requires the listing standards to include:

The independence of the individual members of the compensation committee;
The committee’s authority to retain compensation advisers;
The committee’s consideration of the independence of any compensation advisers; and
The committee’s responsibility for the appointment, compensation, and oversight of the work of any compensation adviser.

In order for a company to be listed on a particular securities exchange, the company must meet the new listing standards of that particular exchange in order for its shares to…

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Securities Regulation

Congress Examining IPO Process in Wake of Facebook Offering
A bipartisan group of congressional members are calling for an overhaul of the initial public offering process after Facebook’s stock dropped precipitously after it became listed on a public exchange. In a June 19, 2012 letter to Mary Schapiro chairman of the SEC, Rep Darrell Issa chairman of the Committee on Oversight and Government Reform, expressed concern that under existing securities laws:

“underwriters have discretion to determine the price of an IPO, while subject to conflicts of interest stemming from economic relationships with those institutional clients that ultimately will purchase the bulk of an issuance. In conjunction with this discretion, communications restrictions and legal liability enable underwriters to provide information to institutional…

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Drafting an operating agreement to govern the internal affairs of the LLC is one of the most important steps you can take when forming your business.

The most popular entity to form a business today is the LLC. Many business owners form an LLC by filing their Certificate of Formation with the Secretary of State. As far as forming a business, this is the proper first step, but the problem occurs when the second step isn’t taken. That second step is drafting an operating agreement to govern the internal affairs of the LLC. Today’s post details some of the benefits of drafting an operating agreement for your LLC.

What is an Operating Agreement?
An operating agreement is a legal contract between the members of an LLC and the LLC itself. It typically spells out terms that detail the management of the LLC, distribution of profits and losses, and…

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Today's post lists the important considerations that you should be aware of when you're going through the process of selling your business.

A recent article on Inc. discussed some tips to keep you motivated when selling your company. We’ve expanded on these ideas and listed the important considerations that you should be aware of when you’re going through the sell process.

The sale takes longer than you expected
First things first, selling a business is a complicated process and generally takes longer to complete than you expected. This is especially true if you aren’t familiar with the process before hand. Knowing upfront that the process is long and arduous is important.

Keep your motivations clear
Since the process does take a long time, you are likely to get burned out at some point during the sale. It’s much easier to stay motivated if you have a…

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Securities Law

SEC Approves New FINRA Rule 5123
Back in October of 2011, the SEC published for comment a proposed new Rule 5123. This week the SEC approved new FINRA Rule 5123, which requires broker dealers who participate in private placement offerings to file with FINRA all offering materials including private placement memoranda within 15 days of the first sale of securities.

Mergers & Acquisitions

Microsoft Reported to Have Acquired Yammer for $1.2 Billion
Software giant Microsoft is reported to have purchased Yammer a social media company that targets businesses. Microsoft is expected to announce that it has purchased Yammer for $1.2 billion at the end of June. Yammer was founded in 2008, and has raised more than $140 million in venture funding. Microsoft stock jumped more than 2% on…

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When forming a business, an important thing to consider is how profits will be taxed, i.e. understanding double taxation and pass-through taxation.

When forming a business, an important thing to consider is how profits will be taxed. Different corporate structures have different tax consequences. “Double taxation” refers to situations where corporate profits are taxed and the corporation’s shareholders are personally taxed upon receiving dividends or distributions of those profits.

“Pass-through taxation” refers to situations where income “passes through” to investors or owners. Common types of pass-through entities are limited liability companies, limited liability partnerships, and S corporations. The partnership or company itself is not directly taxed; however, the income of the partnership is taxed, and these taxes are passed through to each partner according to their ownership interest, regardless of whether that partner actually received a distribution (i.e. money in their pocket) or…

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We have highlighted some of the main features of each of the various business entities you can form your business as in Washington state.

Selecting the best entity for a given venture involves a number of considerations including (1) taxation, (2) owner liability, (3) governance, (4) capital structure, and (5) potential exit strategies, to name a few.

Below is a primer on some of the various entities that are available for Washington businesses. We have highlighted some of the main features of each of the primary entity options.

The Sole Proprietor
A sole proprietorship is a business that is owned and controlled by a single individual or a married couple. A sole proprietorship is simple to form and operate, but the business owner(s) is personally liable for all of the business’ debts and any claims brought against the business. Sole proprietorships are flow-through entities—i.e. the owner must…

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Today's post details the basics of a living will, and explores some of the advantages and disadvantages of not having a living will.

A Wall Street Journal article discussed the often ineffective nature of a living will. A living will is a document that details your wishes for medical treatment and life-sustaining or prolonging procedures. The problem with these simple documents is that spelling out medical treatment has become increasingly difficult due to advances in life-saving technology, and doctors’ increasing inability to accurately predict quality of life or consequences of certain medical procedures. Today’s post details the basics of a living will, and explores some of the advantages and disadvantages of not having a living will.

What is a Living Will?
The living will is the oldest form of an advanced healthcare directive, or document that directs your representative how to make decisions regarding your…

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