What is the advantage of setting up separate IP holding companies? I find that many companies set up separate companies to hold intellectual property. Examples follow: Dunkin' Brands Group, the company which operates the Dunkin' Donuts and Baskin-Robbins chains, has associated intellectual properties assigned to DD IP Holder, LLC and BR IP Holder, LLC, respectively. Gearbox Software, developer of the Borderlands franchise and Battleborn, has associated intellectual properties assigned to IPerion, LLC, and Necromonger, LLC, respectively. What are the advantages of maintaining an IP holding company(ies) separate from the operating company? What disadvantages might there be for doing this? Answers should be in the context of United States law.
Placing assets (real or otherwise) in a holding company separate from the operating company serves a number of purposes. It is a form of insolvency insurance; creditors of the operating company have no recourse on the assets of the holding company. It can be a tax minimization mechanism: The holding company charges a licence fee to the operating company, either splitting profits for a jurisdiction with a progressive tax rate or transferring profits to a tax haven. It can offer different investment profiles: some people want to own IP and collect rent, others want to operate businesses - splitting the functions allows shareholders to take different stakes in each company. This works for both private and public companies.
In the US, trademarks do not need to be registered. The owner of the mark can sue in state court for infringement of the trademark without ever registering. However, there is increased protection and specific benefits to registration. The US Patent and Trademark office (USPTP) PDF publication Basic facts About Trademarks says (on pages 10-11): In the United States, parties are not required to register their marks to obtain protectable rights. You can establish “common law” rights in a mark based solely on use of the mark in Principal Register provides a number of significant advantages over common law rights alone, including: • A legal presumption of your ownership of the mark and your exclusive right to use the mark nationwide on or in connection with the goods/services listed in the registration (whereas a state registration only provides rights within the borders of that one state, and common law rights exist only for the specific area where the mark is used); • Public notice of your claim of ownership of the mark; • Listing in the USPTO’s online databases; • The ability to record the U.S. registration with U.S. Customs and Border Protection to prevent importation of infringing foreign goods; • The right to use the federal registration symbol “®”; • The ability to bring an action concerning the mark in federal court; and *The use of the U.S. registration as a basis to obtain registration in foreign countries. The USPTO is supported in part by fees from trademark applications, and obviously wants to promote registration. Registration involves fees, and time and expense in preparing the application. It often involves the services of a trademark lawyer. Many businesses find nit worthwhile. Whether it is a good idea for a particular business is an individual, fact-based, business decision, and I cannot advise on it.
An LLC is a legally distinct entity from your person. Basically, if your LLC is sued, and you lose, you can lose only what you put into your LLC. Your personal assets are untouched. A very sophisticated plaintiff may try to get around this suing both your LLC and you personally. (I've done this myself.) Even so, if you are careful to keep the business of your LLC separate from your personal business (no commingling of assets, no use of your LLC to pay your bills, but only a salary), then the law will often absolve you of personal liability for the "actions" of your LLC. The reason I warn against "commingling" is because if you do this, you can lose the protection of the LLC as a separate entity, and become personally liable for what the LLC does. This is known as "piercing the corporate veil." If you have home rental operations in more than one state, you may want to establish LLC's for each state. That's because some states are more tenant- and other states are more landlord- friendly than others, meaning that you may want to defend yourself differently in one state versus another.
That depends on how you get the ingredient list. If the list is published and not protected by a patent, then anyone is free to use it in making the same or a similar product. If the product is patented and the ingredient list is covered by the patent, and the patent is currently in force, then making a similar product would probably be patent infringement, and the patent holder could sue and collect damages. If the list is secret, and has been protected as a Trade Secret, and if the would-be imitator gets the formula improperly, then the owner of the formula would have valid grounds for a trade secret lawsuit and to collect damages in that suit. Improper means would include breaking into the owner's files, or inducing an employee or contractor to violate a confidentiality agreement. But analyzing the product and figuring out its composition, a form of reverse engineering would be perfectly proper, and would give the formula owner no claim. Similarly, if the owner was careless and allowed the formula to be disclosed, the imitator would have done nothing improper. So the outcome depends on the details of facts not stated in the question.
Why do you think they have the same shareholders? There’s no reason to believe that they are related corporations just because they share an address. I am shareholder and director of 4 corporations. 3 have the same shareholders in the same proportion. The other has different shareholders. All of them have their registered office at my accountant’s premises. It’s a small suburban practice so there are probably only a few hundred companies at that address. A large city practice would have thousands or tens of thousands. The property management company probably provides the same service.
The companies really need to speak to an IP lawyer as this question is seeking specific advice which this site is loathe to give out for fear of compouding issues. The answer would depend on the license agreements and enforceability in various jurisdictions. According to https://social.msdn.microsoft.com/Forums/vstudio/en-US/0368d7ee-0eb3-4e3e-a143-4410969a15bb/eula-for-vs2010?forum=vssetup Microsoft says you cant rent out the software - but this applies to the "Pro" version - I could not find anything on the "Premium" version - so most likely Microsoft to have some clam. The flipside is how enforceable this EULA is - and this would probably vary from jurisdiction to jurisdiction. It would be a very, very good idea to speak to a lawyer before letting Microsoft come onto the premises - as "inviting them" to do this is almost certainly not going to improve the Asians company's case and will allow Microsoft to go fishing further and make it easier for them to expand on and collect evidence should they decide to pursue the matter.
The question is always, would a reasonable customer be confused into thinking that the two are the same, or that there is some relation or sponsorship or attribute to one product or firm the rightful reputation of another. That is always dependent on the specific facts and the specific market involved. So-called &quot;famous&quot; marks get extra protection. The exact markets involved will matter. Any stylizations such as colors and typefaces may matter. Logos may matter. I can't say if one of those specific names would be found to infringe on the other.
You can't You agreed: by submitting Materials in any form to the Company, in addition to other provisions of the Terms, you automatically grant Company a royalty-free, world-wide, irrevocable, non-exclusive, and assignable right and license to use, copy, reproduce, modify, adapt, publish, edit, translate, create derivative works from, transmit, distribute, publicly display and publicly perform such Materials for the purpose of displaying and promoting the Materials on any website operated by, and in any related marketing materials produced by, the Company and its affiliates. They can keep and use your data forever and give it to whoever they want. The clause you quote doesn't alter that. All it says is that once a year, if you ask, they will tell you what information they shared and with whom. If they feel like it they will tell you how to get the information deleted.