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Memphis Business & Commercial Law Blog

The importance of having a partnership agreement

Tennessee entrepreneurs that are planning are entering into a 50/50 business partnership should know that this sort of business structure could face certain difficulties. However, some issues may be avoided by taking a few precautionary measures and investing time into building a partnership agreement that will lay out a roadmap for handling complications.

Conflict may have a negative effect on a business. It is even worse when it is a 50/50 partnership because the conflict means deadlock for the company. If the disagreement escalates to the point of a legal dispute, that could cost the company a lot in time and resources. In order to avoid this situation, partners should have in place a quick and economical conflict resolution process to handle disputes when they surface. For example, a walkaway provision that allows a partner to cleanly severe ties with the company.

Can an owner of intellectual property seize infringing materials?

Having one's intellectual property assets copied and sold illegally can result in significant losses, making it tempting to seize such copies personally when possible. However, it is important to understand that this action can also be deemed illegal, making it important to understand the limits in retrieving such materials. Generally, one's ownership of intellectual material does not authorize the seizure of media containing such content in Tennessee.

The state's law does not authorize a private individual to forcibly take counterfeit, bootleg, or pirated materials. Additionally, making a threat of intent to prosecute in order to coerce someone into turning over such media could result in extortion charges. Such an individual might argue that there was an effort to make a reasonable claim for compensation connected to the use of intellectual property. However, the outcome in such a scenario is not predictable. Evidence supporting the action would be important in making such a defense related to personally seizing suspected materials

How can a business fulfill its FMLA notification requirements?

The Family and Medical Leave Act has several requirements for private businesses located in Shelby County, Tennessee, and around the country, with 50 or more employees. Employers must give general notice about FMLA requirements to all employees, even if the business does not have any employees who might be eligible for this type of leave.

Information explaining the FMLA must be displayed in the workplace but must also be included in an employee handbook. If the business does not have a handbook, new employees should receive information about the FMLA after being hired. Employers can also provide this information to their employees in an electronic format.

Copyright registration may be beneficial

Copyright is a legal term that covers the owner's rights associated with musical and literary works, drawings, films and computer programs. A wide spectrum of companies in Tennessee and around the country have created, paid to have created or purchased the copyrights to valuable properties that form a crucial and valuable part of their businesses.

High tech companies may have developed proprietary software for their own use or for sale to customers. An advertising or promotional enterprise may have created a campaign that uses a mix of its own creative properties and some that were developed for the client. News sources could possess articles and videos that their employees created for them on the job.

How to classify owners in a company

A business in Tennessee or any other state may legally have more than one owner. In some cases, multiple owners may form a partnership with each partner having a defined stake in the company. However, a company may also sell stock to shareholders. While both a partner and a shareholder are considered owners of the company, there are differences between the two.

In a partnership, each partner should have a defined role and defined compensation. It is also a good idea to have an exit clause that enables the orderly departure of partners who wish to leave the company in the future. Partners are generally brought on board because of their business connections or expertise. They may also be brought on board as a large investor in the business and have influence over the direction of the company.

Appeals judge throws out $368 million patent award

Tennessee residents may be aware that the tech giant Apple has been involved in a number of lawsuits regarding patents as both a plaintiff and defendant. One such case involved an infringement claim brought by VirnetX Holding Corporation over Apple's FaceTime calling program. VirnetX was awarded a $368 million judgement against Apple, but the U.S. Court of Appeals for the Federal Circuit has overturned the award. The patents in question relate to virtual private networks, which provide secure and discreet internet connections.

While VirnetX may be disappointed with the court decision, it may welcome other aspects of the ruling. The four patents in dispute were all determined to be valid, and Apple were found to have infringed two of the patents. The dispute over the remaining two patents was referred back to the trial court.

What is use tax in Tennessee?

Use tax is an extension of the Tennessee sales tax system. The basic principle behind use tax is that all goods used, consumed or stored within the state of Tennessee are subject to the combined state and local sales tax amounts. It applies to both business entities and every citizen. If the citizen or entity paid taxes on the item in another state, then that tax amount is deducted from the use tax amount to avoid tax duplication on the items.

The Tennessee Department of Revenue handles enforcement and collection of use tax. They work with other states in an audit-sharing program to track any purchases that would qualify for use tax. The auditors supply the name and address of the entity purchasing the property so that the Tennessee Department of Revenue can assess taxes.

Employment information for business owners

Careful attention to employee matters in your Tennessee business can be significant as your hiring choices affect factors such as your intellectual property and network security. While an interview and resume provide some information, it may be helpful to further explore the background of a prospective employee to ensure that your company is exposed to minimal risks. Confidential information in the hands of the wrong employee could be costly to your business.

Knowing about a prospective new hire is important, and a background check may be helpful in establishing a clearer view of an individual's experience, affiliations, and character. A thorough review of an individual's history may enable you to make a hiring decision with greater confidence in the security of your business activities and trade secrets. In some cases, the results of an investigation may prove that a candidate has exaggerated qualifications or stated untrue information about previous work experience or educational achievements. In other cases, an investigation might provide confirmation that an individual's character and activity truly fit your organization's needs.

Why are trademark applications denied?

Tennessee residents who are interested in protecting their intellectual property may wish to know some of the reasons why a trademark application will be unsuccessful. Several errors made in the application process can lead to a denial of registration.

Trademarks are words, symbols or other brand identifiers that allow consumers to know the source of the products that they are purchasing and distinguish them from those of other producers. A trademark can be registered both on a federal and state level. Tennessee registrations run the risk of being rejected if there are certain errors or omissions in the application itself. For instance, the form must be completely filled out, including a notarized signature. Failure to do so will most likely result in a rejection. Additionally, a specimen of the use of the trademark in commerce must be provided with the application. Without this, an application will not be successful.

Who can own a copyright?

Tennessee residents may wish to know what rights are granted by copyright law and who can own those rights. Depending on the particular employment situation or agreement, either a creator or their employer could own a copyright.

Copyrights are a valuable type of intellectual property for both individuals and businesses. Ownership of a copyright grants them several exclusive rights regarding the copyrighted work. These include the right to reproduce the work, distribute copies or perform the work publicly, and to create derivative works based on that work. While the creator of the work is generally the owner of that copyright, there are many instances in which the owner is not the creator.

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