Tag: intellectual property

Selling Your Business?

John Smith owned a small manufacturing business.  One day he received a call from one of his competitors who said he was interested in buying John’s business.  John was now 75 and this seemed like the perfect opportunity for him to retire and have that “nest egg” for him live comfortably in retirement.

John met with the buyer and they discussed, in general, John’s business.  After the meeting, the buyer presented a letter of intent to John, which proposed a purchase price of $10,000,000, subject to the buyer’s due diligence investigation of John’s business.  John felt pleased with the letter of intent and signed and returned it to the buyer.

During a long and protracted (and quite thorough) due diligence, the buyer and his accountants and lawyers examined the business and its books and records.  Based upon their examination, they advised the buyer of various legal and financial risks that John’s business was exposed to and which could become issues that the buyer would have to face.

John could not produce all of his current contracts with his customers.  The contracts which he had contained provisions which could cause the contracts to be terminated upon a sale of the business or a transfer of the ownership of the business.  Their key employees had no employment agreements and could compete with the business once they terminated employment.  The leases for the business’s facilities could not be assigned.

Despite the issues with the business, the buyer was still interested in purchasing the business.  The bad news was that the revised purchase price was to be $8,500,000 with a significant portion to be held in escrow pending resolution of various legal issues.

The above scenario is very common with small business owners.  Bigger companies who regularly acquire smaller companies are “professionals” in the acquisition business.  They know exactly what to look for and they know how to “string the seller along” until they present a reduced offer which most sellers feel they have to accept.

If you are thinking of selling your business, make sure that your business is ready to be sold and that you have copies of all contracts and leases and that you understand what they provide and how they will be affected upon a sale.  Have written employment agreements with all your “key employees.”  Pay attention to your inventory, your accounts receivable and other assets which “drive the sales price.”  Protect your intellectual property by obtaining patents, to the extent applicable, and trademarks.

If you are considering selling your business and would like a “legal check-up,” please do not hesitate to contact:

Morris Saunders at:

msaunders@lgattorneys.com or 312-368-0100.

Natalie A. Remien Joins Levin Ginsburg’s Intellectual Property and Corporate Practice Groups as Partner

Levin Ginsburg is pleased to announce that Natalie A. Remien has joined the firm as a Partner in its Intellectual Property and Corporate practice groups.

Natalie is an accomplished IP attorney with over 16 years of experience in Intellectual Property law.  Her practice includes handling matters in all aspects of intellectual property including trademark protection, licensing, domestic and international enforcement, and management of global trademark portfolios.  Ms. Remien regularly reviews advertising and packaging materials for clients to reduce risk of exposure due to false advertising, overbroad claims, and misuse of trademarks or copyrights.  Additionally, her practice includes domain name disputes, copyright protection and enforcement.

While companies often request Natalie for her understanding of intellectual property issues, they quickly learn that she also has a keen mind for spotting and resolving corporate and employment issues.  Natalie’s practice includes corporate counseling and review, negotiation and drafting of independent contractor agreements, work-for-hire agreements, employment agreements including non-compete and non-solicitation agreements, offer letters and termination and severance agreements.

Natalie has worked with clients in a broad cross section of industries including toys, games, athletics and fitness, nutrition, luxury goods, multinational retailing, food and beverages, automotive goods and services and insurance and financial services.

Natalie holds a Bachelor of Science in Business Administration from the University of Colorado, Boulder, with a dual emphasis in Finance and Marketing, and a Juris Doctorate from DePaul University College of Law.  Additionally, Natalie is certified in mediation from the Northwestern University College of Continuing Education.

Natalie is a champion for women in business and takes an active role in various women’s business organizations that foster the development and growth of women and minority-owned businesses.  In her free time, she enjoys learning about health and nutrition, and garnering skills that help inspire those around her to reach their true potential.

The Importance of Website “Terms and Conditions”

You may have noticed that many of the websites you visit have what are often called “Terms and Conditions” or “Terms of Use Agreements” (“Agreement”).  Links to such Agreements are often found at the bottom of the home page and/or the website, and the user must accept the terms and conditions in the Agreement in order to use the website. Prudent business owners include such Agreements on their business’s websites to make it clear on what basis information, products or services are being provided through the website and, to the extent possible, limit any liability that may arise out of use of the website.  If your business operates a website it is to your advantage to include an Agreement.  Such Agreements are especially important to companies that sell products, distribute content, and permit users to post messages or other content that raises the potential for third-party liability on their websites. The specific terms contained in the Agreement will vary depending on the nature of the website and the underlying commercial relationship between the user and the website owner.

Most Agreements should address some or all of the following: (1) a clear statement that use of the website constitutes acceptance of the terms set forth in the Agreement; (2) a detailed description of the services, products and/or  information provided through the website; (3) any payment terms and return policies for e-commerce websites; (4) the method for creating and canceling accounts, if applicable; (5) general disclaimers and website-specific disclaimers depending on the nature of the website; (6) ownership of the intellectual property rights in and to the website  content; (7) intellectual property rights in and to any submissions by the user;  (8) limitations of liability; (9) any age restrictions; (10) Digital Millennium Copyright Act safe harbor language; (11) restrictions on the user conduct; and (12) a dispute resolution section, including choice of law and arbitration provisions.

To discuss your website’s “Terms and Conditions” or “Terms of Use Agreements”, or other important disclaimers which may be appropriate for your business, please contact:

Cynthia B. Stevens at:

(312) 368-0100 / cstevens@lgattorneys.com

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