VRP Law Group, P.C.

A Boutique Business, Employment and Intellectual Property Law Firm

Archive for the ‘Corporation’ Category

Information Technology and Intellectual Property Audits: What are they? Why do we need them? What do we need lawyers for?

Tuesday, November 11th, 2014

Information Technology (IT) and Intellectual Property (IP) Audits are more and more common place and necessary for today’s trusted advisers and professionals. The more effort you take to make sure that you protect your client’s confidentiality, intellectual property, personal information, banking information, tax information, business strategy and marketing plans, is protected the better of you will be. VRP Law Group’s IT Audits consist of the following: 1) Review of your Technology Service Agreements; 2) Reviewing and Identifying Gaps if any, in any ISP or network security settings; 3) Making sure that there is an immediate and prompt investigation that identifies vulnerabilities, breaches in data security, documents and preserves the investigation and the evidence gathered during the investigation; 4) providing good terms of use and privacy policies for use of your client’s websites or your own website; 5) Creating good internal controls to protect extremely sensitive information, intellectual property and vital trade secrets; and 6) having effective IT communication policies, password protection means, and effective training and communication of such policies to your employees and IT vendors.

Moreover, making sure that you use trusted IT vendors and manage any change in network and internet service providers to ensure that proper security protocols and change management procedures are followed by your employees, your current and future trusted vendors. Without having someone like VRP Law Group that can oversee the process and/or identify the gaps, vulnerabilities, and coordinate an effective investigation and response the change management procedures may be ineffective in addressing data security issues. These data security issues can lead to liabilities for identity fraud or theft, breach of client’s confidentiality, misappropriation of your trade secrets, vital research and development memos, confidential consulting opinions, freedom to operate opinions, willful infringement opinions, patentability analysis, prior art search analysis, fraud upon the USPTO, US Copyright or Trademark Office, or many sometimes unforeseeable problems, until a lawsuit is filed.

Empowering yourself, your employees to deal with these problems without the worry of irrational fears and implementing the necessary change management procedures is a challenging endeavor. VRP Law Group is here to help you see and identify the foreseeable and legitimate risks without heading down the wrong path or becoming an individual that is unable to see anything, but impending doom in terms of managing its assets, confidential information, intellectual property and other vital competitive advantages that may be a lure for any hacker. Using our IT and IP audits will enable you to make sure that you work closely with experienced technology counsel, cyber Law, data privacy law, and intellectual property counsel. This is always a team endeavor to make sure that you focus your clients, entrepreneurs, small or large companies’ resources on the right breach or vulnerabilities to document and preserve the corrective measures and ensure that future or repeated incidents are minimized.

Your clients and you will sleep a bit easier at night with having VRP Law Group’s IT and IP Audit professionals looking after you, your clients, your intellectual property, your change management procedures, and related information technology matters. For more go to: www.vrplawgroup.com, www.bipeblawg.com, www.eebrunchclub.com

Commercial Loan Documentation Practices of Lenders and Bankers: The Good, the Bad and the Ugly!

Thursday, October 2nd, 2014

Most commercial banks and lenders utilize laser pro or commercially available loan documents for most typical loans. However, there is a tendency to issue and send various letters and amendments to the promissory note throughout the process that often can create a misunderstanding, a lack of meeting of the minds and ambiguities in the interpretation of the promissory note and/or any associated guarantees.

In a recent case, the Lender had issued two letters of credit, executed a promissory note, and a guarantee without taking the time to cross-reference the documents and fully incorporating the borrowing bases in both all documents. The total amount of the loan or the line of credit was increased from 2 million to 2.6 million, but without incorporating the changes in the letter agreement and the original promissory note in the Additional Terms section. Thus, the bank was essentially an unsecured creditor or lender for the excess or increase in the amount of the line of credit from 2 million to 2.6 million, because that amount was only secured against 75% of the accounts receivables.

Unfortunately, the integration provision and the letters were not explicitly referencing the borrowing bases and the Additional Terms section of the new commitment letter did not incorporate the increase in the line of credit and reference additional collateral. This created a problem when the bank went to enforce the original note, because it did not reference the change or increase in the line of credit. Without this change being explicitly incorporated into the promissory note and cross-referenced in the letters of credit and the amendment increasing the borrowing base, the bank was essentially unable to secure the full amount of the line of credit against the accounts receivables or the borrower’s other assets.

For more go to: www.bipeblawg.com, www.eebrunchclub.com, www.corporateacquisitionsattorney.com

Impact of the Definition of a Judicial Entity and the Principles of Corporate Citizenship on the Internet!

Tuesday, September 9th, 2014

The most important part of any inquiry into corporate citizenship and a foreign national’s international business of any enterprise is determining, which, laws will apply. It is extremely difficult for any international company to plan for expansion into new countries without considering the impact of the citizenship of each of its Members. Limited Liability Companies and C-Corporations are the most preferred type of structures for purposes of corporate expansion and acquisition of corporate funding. Unfortunately, it is very difficult to determine the citizenship of each Member or Transferee and ensure that the Operating and Membership Agreement has the proper restrictions to ensure that you do not run afoul of the LLC’s corporate Citizenship rules.

If a foreign national is doing business in the US, then its ability to take advantage of local laws and tax regulations will be subject to the citizenship of each Member. For purposes of diversity jurisdiction, each individual’s citizenship will be considered for purpose of subject matter jurisdiction. Thus, if, you have an individual from China or Brazil, the first, inquiry, is whether or not the entity will be recognized as a US citizen, corporation or partnership. Once, this is determined based on the citizenship of each individual member and at least, one individual is a US Citizen, the Corporation will qualify for US Citizenship or legal entity status of a Judicial Entity for purposes of being able to take advantage of local laws.

However, when you have international citizens that conduct business in the US or reside in the US this raises a bit of a concern about the potential conflict between corporate citizenship rules the regulations relating to taxation of the individual. Each country has an incentive to ensure that their local tax revenues are maintained; thus, this issues is particularly, important for online companies and foreign nationals looking to do business in the US. The U.S. has entered into a tax treaty with most major countries to avoid double taxation of income to the LLC or Corporation. The idea being that if, you have paid taxes overseas, then you are not required to pay more taxes on the funds that are brought into the U.S. However, with respect to individuals that live in international countries, but stay in the U.S. for less than 180 days, they are able to avoid having to pay income taxes in the U.S.

For more go to: www.corporateacquisitionsattorney.com, www.bipeblawg.com, www.iptrialattorney.com or www.chicagobusinesscounsel.com

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