Suppose you came up with a distinct combination of ingredients that when put together in a dish create a unique flavor. Your customers have come to know your food based simply on this flavor. You’ve decided that you want to protect the use of this flavor so your competitors don’t confuse your customers with “knock-off” dishes. But can you actually trademark a flavor to protect it?

A recent case highlighted this interesting trademark question:

New York Pizzeria Inc v. Syal involved a pizzeria that brought a lawsuit against its former employee for allegedly breaching his employment agreement and wrongfully acquiring internal documents and recipes. New York Pizzeria alleged that the employee, Mr. Hembree, used these internal documents and recipes to create a…

Read More

As of earlier this month, you can officially use crowdfunding to raise money in Washington for your small business. This new way of raising money allows you to publicly advertise to all investors that you are selling stock in your company. Traditional securities offerings restrict advertising and limit offerings to those investors who satisfy the income and net worth standards to qualify as an “accredited investor.” This new opportunity is different from platforms like Kickstarter because with Kickstarter campaigns you cannot offer stock in exchange for the donations. Instead, you give individuals “swag” (e.g. promotional merchandise) in exchange for their donations.

Crowdfunding is not yet available nationwide despite a section in the JOBS Act directing the SEC to enact crowdfunding rules…

Read More

Numerous small businesses today are organized as a limited liability company (LLC). An LLC offers flexibility when organizing the management and economic structure of an entity. Due in large part to this flexibility, the LLC has become the most popular choice of entity to form when seeking limited liability protection for new small businesses. Below we’ve put together some information to help you decide whether to elect to be an LLC taxed as an S corporation.

Key Distinctions between S Corporations and LLCs

When deciding how your small business should be taxed it is important to understand the distinctions between S corporations and LLCs. An S corporation refers to the tax treatment of an entity. An S corporation is not a type…

Read More

I hear clients often discuss raising money from friends and family to finance their business. There is a common misunderstanding that you can take on investment from friends and family without having to comply with securities laws. This type of misunderstanding regarding securities laws can lead to serious consequences for the owners of the business. And I wanted to set the record straight so you can avoid unnecessary liabilities when raising money for your business.

What is a security?

To begin, it is important to understand what a security is to understand why this all matters at all. There’s a lengthy definition for what a security is, and boiled down to its essence a security is any contract, transaction or scheme…

Read More