BUSINESS & CORPORATE LAW
Business Formation
Assist clients who wish to start a business to determine which legal structure is best for their needs (the decision has important legal and tax consequences) and guide them in establishing the business.
Each state has rules and regulations for establishing legal business entities.
We can help clients to set up a sole proprietorship, a partnership, a corporation (S or C), an LLC (limited liability company) or a non-profit organization.
- A sole proprietorship is an unincorporated business with one owner who pays personal income tax on profits from the business. There is no separate legal entity created by a sole proprietorship, unlike corporations and limited partnerships. Therefore, the sole proprietor is not safe from liabilities incurred by the business.
- A partnership is a business organization in which two or more individuals manage and operate the business. All the partners are equally and personally liable for the debts of the business.
- A corporation (S or C) is a legal entity that is separate and distinct from its owners. A corporation is created (incorporated) by a group of shareholders who have ownership of the corporation, represented by their holding of common stock. The most important aspect of a corporation is limited liability. That is, shareholders have the right to participate in the profits, through dividends and/or the appreciation of stock, but are not held personally liable for the company's debts.
- In a C corporation (most corporations are in this category), income is taxed at the corporate level and is taxed again when it is distributed to owners.
- In an S corporation, the business can pass income directly to shareholders and avoid the double taxation that is inherent with the dividends of public companies. In order to qualify—a corporation must be a domestic corporation, must not have more than 100 shareholders, must include only eligible shareholders and must have only one class of stock.
- An LLC (limited liability company) is a business structure that offers its owners protection from personal liability for business debts, like a corporation. However, unlike a corporation, which must pay its own taxes, an LLC is a pass-through tax entity: The profits and losses of the business pass through to its owners, who report them on their personal tax returns just as they would if they owned a partnership or sole proprietorship.
- A non-profit organization is a business entity that is granted tax-exempt status by the Internal Revenue Service—it is not required to pay income tax on the money earned from fundraising activities or donations. Donations to a nonprofit organization are often tax deductible to the individuals and businesses making the contributions. Nonprofit organizations are also called 501(c)(3) organizations after the section of the tax code that allows them.
- To qualify for tax-exempt status, an organization must further a religious, charitable, scientific, literary, educational, public safety, amateur sports or cruelty prevention purpose. It must also provide a public benefit.
Licensing
Assist clients to apply for business licenses to operate in New York City. Such as a general vendor license (to sell or lease goods or services in a public place that is not a store); a tow truck driver license; a Taxi and Limousine Commission license to drive a yellow Medallion taxicab in New York City; or the variety of licenses required for a restaurant: business license, health permit, liquor license (if you plan to serve alcohol), music license (if you plan to play copyrighted music) etc.
Contracts
Assist clients who need contracts drafted for deals between owners of a business entity.
Stock Transfers
Assist shareholders to sell stocks, either back to the company or to other individuals.
Sports Law
Assist clients—who are athletes—by securing, negotiating and drafting contracts on their behalf.
A contract is a legally binding agreement which represents a meeting of the minds of the parties. Contracts in sports are subject to the same principles of contract formation as any other form of employment agreement.
Sports contracts for athletes can be divided into three general categories:
- Professional services contracts (sometimes called standard player contracts)- agreements under which individuals are employed, or agree to render services, as players on professional sports teams, with professional sports organizations or as professional.
- Endorsement contracts- agreements which grant sponsors the right to use (i.e., license) athletes' names, images, or likenesses in connection with advertising the sponsors' products or services.
Appearance contracts- agreements which compensate athletes for appearing at public events, sports camps, golf tournaments, etc.
Fashion Law
Assist clients who are fashion designers or fashion industry professionals and advise fashion and accessories businesses.
We negotiate and draft:
- Licensing agreements- licensing is the process of "renting" a fashion company's intellectual property (generally trademarks) to another entity for use in conjunction with a product or service, for a sum of money called royalties. It is based on a contractual agreement between the owner of the property, known as the licensor, and the manufacturer or retailer, known as the licensee.
- Manufacturing agreements- contracts between a designer or a company that has developed a product, such as an article of clothing, accessory, or footwear, and a manufacturer. The agreement often includes the following terms: quantity, shipment, payment, delivery dates, product specifications (quality), manufacturer's know-how, ownership of intellectual property, and the liability of the parties.
- International manufacturing contracts are used when a company arranges for another company in a different country to manufacture its products.
- Distribution agreements- contracts to distribute a product made by a company to the dealers and remarketers of the product.
We arrange the registration of trademarks, copyrights and design patents to protect a brand from counterfeiting, brand dilution and infringement.
- Trademarks protect words, logos, and symbols that identify and distinguish a brand's products.
- Copyrights protect original artistic works, such as images and patterns.
- Design patents protect new, original, and ornamental designs, such as shoes.
