Practice Areas
The decision to start something brand new, such as a business, begins with a creative spark. Sean can help your spark grow by mapping out a business plan to overcome the legal and regulatory hurdles that address your unique needs. This includes business entity selection, startup considerations, ownership agreements, operating agreements, and exit strategies. Startups also need trademarks to safely create brand recognition, and patents for a limited monopoly to let their inventions take over the marketplace without competition. Some markets are regulated by State or Federal law. If your company is selling food, drinks, dietary supplements, cosmetics, drugs, or medical devices, Sean has the expertise to overcome the regulatory hurdles to get your products to market. Finally, every business needs contractual agreements with employees, clients, suppliers, and distributors. Sean’s knowledge and experience across many legal disciplines allows him to act as your “outside general counsel.”
Entrepreneurial Services
Sean can help you determine whether you need to set up a limited liability company (LLC), limited partnership (LP), limited liability partnership (LLP), not-for-profit corporation, for-profit corporations (S-Corp and C-Corp), and joint ventures. Key considerations include tax ramifications, personal liability exposure, license or regulatory hurdles, management positions, compensation, etc. Some of the common dangers are failure to anticipate growing pains, interpersonal clashes, and exit strategies. For example, a buy-sell agreement is typically triggered by events such as one owner’s death, divorce, or incapacity.
Business Entity Selection
Trademarks are used on goods to protect brand names and logos. A trademark is generally a word, phrase, symbol, design, or a combination thereof, that identifies and distinguishes the source of the goods of one party from competitors. A service mark is the same as a trademark, except that it identifies and distinguishes the source of a service rather than goods.
Selecting a mark is the very first step in building a brand. Not every mark is legally protectable. Nor is every mark registrable with the USPTO. This is where trademark attorneys can help.
Before filing a trademark/service mark application, you should consider (1) whether the mark you want to use is registrable, and (2) how difficult it will be to protect your mark based on the strength of the mark selected. The USPTO only registers marks. You, along with your attorney, are responsible for maintaining and enforcing it.
A trademark search should be performed prior to filing an application to ensure you are not infringing another’s registered mark, and to foretell if there will be any issues during the examination process. Experienced trademark attorneys know how to navigate this process and avoid rejections, saving you time and money.
USPTO fees are $250-350/class of goods/services and can be found here. If you are not currently selling your goods/services, then additional USPTO fees will apply.
Trademark Law
A patent is a right granted by the federal government to an inventor “to exclude others from making, using, offering for sale, or selling the invention throughout the United States or importing the invention into the United States” for a limited time in exchange for a detailed description of how to make and use the invention. In essence, the federal government is encouraging the disclosure of new products into the public domain by granting a limited monopoly to an inventor.
There are three types of patents.
Utility: process, machine, article of manufacture, or composition of matter. Example
Design: ornamental design for an article of manufacture. They protect the shape and configuration of a product, and any specific ornamentation or coloration. Example
Plant: asexually reproduce any distinct and new variety of plant. Example
Patent Law requires that the invention pass four hurdles before it can be patented. The invention must be:
1. Useful;
2. Novel, i.e., it has not been anticipated by anyone else anywhere in the world;
3. Not obvious to a person with ordinary skill in the field; and
4. Descriptively explained in the patent application so that a person having ordinary skill in the field can reproduce and use it.
Patent attorneys must have a science or engineering degree and pass a special test administered by the USPTO to become licensed. Only then are they trained to draft patent applications. It is an extremely complex area of law, and Sean has years of experience to help you with this process.
The nonrefundable USPTO fees vary based on several factors and can be found here. In general, a patent application will cost $8,000 - $15,000.
Patent Law
Copyright law protects “original works of authorship” that are fixed in a tangible form of expression. The fixation need not be directly perceptible so long as it may be communicated with the aid of a machine or device. Copyrightable works include the following categories:
Literary works
Musical works, including any accompanying words
Dramatic works, including any accompanying music
Pantomimes and choreographic works
Pictorial, graphic, and sculptural works
Motion pictures and other audiovisual works
Sound recordings
Architectural works
Copyright protection is available to both published and unpublished works. Generally, the owner of a copyright has the exclusive right to do and to authorize others to do the following:
Reproduce the work in copies or phonorecords
Prepare derivative works based upon the work
Distribute copies or phonorecords of the work to the public by sale or other transfer of ownership, or by rental, lease, or lending
Perform the work publicly, in the case of literary, musical, dramatic, and choreographic works, pantomimes, and motion pictures and other audiovisual works
Display the work publicly, in the case of literary, musical, dramatic, and choreographic works, pantomimes, and pictorial, graphic, or sculptural works, including the individual images of a motion picture or other audiovisual work
Perform the work publicly (in the case of sound recordings) by means of a digital audio transmission
The nonrefundable U.S. Copyright Office fees can be found here and range from $45 - $500 depending on the type of work you wish to register.
Copyright Law
Contract agreements are a basic tool of every business. If they are properly drafted, contracts outline each party’s responsibilities, liabilities, and compensation. Business owners and managers should seek legal counsel before entering into a significant financial transaction to understand the full picture. Sean provides cost-effective legal services for most types of commercial contracts. In particular, he can draft a contract, review a proposed draft to suggest improvements, negotiate terms directly, and provide an opinion regarding enforcement of an existing contractual agreement to discuss your legal options. Examples include: non-disclosure, non-solicitation, escrows, leases, licensing, assignments, privacy policies, website terms of use, end user license agreements (EULA), work-for-hire copyright clauses, testimonial releases, domain name transfer agreements, DMCA complaint notices, etc.
Business Transactions
Business operations must comply with relevant laws and regulations to protect from potential violations that could lead to severe monetary penalties and reputational damage. Healthcare product manufacturers and distributors fall under the jurisdiction of numerous state and federal agencies, such as the Food and Drug Administration (FDA) and the Federal Trade Commission (FTC). Healthcare products include:
Foods and food additives
Beverages (non-alcoholic)
Dietary supplements and nutraceuticals
Over-the-counter (OTC) drugs
Cosmetics
Medical Devices
FDA regulations include the analysis of claims made in the labeling and advertising of foods, dietary supplements, cosmetics, and medical devices. For example, dietary supplements can only be sold with “structure/function” claim language, and any “therapeutic” claim will cause it to be “misbranded,” resulting in legal consequences. Sean’s proactive, holistic approach will ensure that all laws are complied with while supporting operational objectives.
The FTC protects consumers by preventing fraud, deception, unfair business practices, anticompetitive mergers, and other anticompetitive business practices in the marketplace. It conducts investigations, sues companies and people that violate the law, develops rules to ensure a vibrant marketplace, and educates consumers and businesses about their rights and responsibilities. For example, the FTC collects complaints about hundreds of issues from data security and deceptive advertising to identity theft and Do Not Call violations, and makes them available to law enforcement agencies worldwide for follow-up.
Starting January 1, 2024, the federal government now requires all newly-formed companies to file reports within a specific timeframe under the Beneficial Ownership Information Reporting Rule to the Financial Crimes Enforcement Network (FinCEN). Likewise, existing companies have until December 31, 2024 to comply with this new rule. This initial report is necessary, and follow-up reporting is only required if there is a change in ownership.
Regulatory Compliance
Proper estate planning will minimize the burdens on your loved ones after you pass away. If you have been putting this off, speaking to an attorney about the proper care and distribution of your property will relieve any worries or concerns you might have about the future. There are legal ways to minimize estate taxes, create trusts for specific circumstances, and plan for the unlikely event of incapacity. As circumstances change, wills and trusts can be updated to reflect new priorities. Sean can guide you through the estate planning process.