New IP Law Set to Take Effect on March 16th

Walter Devins, Attorney

Intellectual Property has been a very common buzzword for the past several year. We often have clients that comment or ask:

  • our system is broken, especially when it comes to software
  • patent trolls are everywhere
  • are my ideas worth the expense of a copyright or trademark

Well, things are set to change this weekend. On March 16th, a key component of US Intellectual Property law is set to change.  The best way to summarize the change is now the “first to file” a patent application will have priority over all others. Now, at first glance this makes since.  The first person or company that would file a patent application should have priority over someone who filed later.  However, the practical affect of this will be huge, and the burden most likely felt by entrepreneurs and small companies.

So what will the effect be?  In the past, if someone could prove (within a reasonable amount of time) that they actually developed the idea of the invention, they could roll back the clock to the time when they developed the idea.  This was advantageous as it helped small inventors decide whether an idea was worth pursuing a patent on or simply allow them a grace period.  Now, everyone (large and small companies and individuals) will be incentivized to file as soon as possible.  Larger companies have the budget for this but others do not.

As we see what happens in the market place, a near term strategy would be to file a provisional application to establish an effective filing date for any early stage ideas and concepts that you may have. Please contact us if you have any questions regarding this new law or Intellectual Property. 

Walter Devins

Harrison and Devins, PA

The Copyright Alert System Explained

Brian Murphy

The Copyright Alert System is a "six strikes" system that notifies internet users that their account is being used to illegally download copyrighted content. The first offense simply sends the user an email letting them know their account is being used for illegal downloading and educating them about copyright law. The second offense is either another email which requires receipt or a phone call from your Internet Service Provider (ISP). From there, the consequences become more severe. The third and fourth offense require the user to watch a video before getting online. The fifth and sixth offense range from throttling your bandwidth (making your Internet slower) to redirection to a new landing page. Each ISP is free to implement a different policy, so check this Mashable page to see how your ISP is handling this system.

The Recording Industry Association of America (RIAA) and the Motion Picture Association of America (MPAA) are monitoring peer-to-peer networks for any of their content being shared illegally. When they find a copy of their content, they trace the IP address and send that information to the ISPs. If your ISP matches that information with your account, that's when the system is implemented.

One of the first things you should know is that this is completely voluntary on the part of the ISPs. This is not a government program, but is instead a partnership between the RIAA, MPAA, and participating ISPs. The participating ISPs won't give up any personal information unless they are required to through a subpoena or court order. This program was created to educate Internet users about the illegality of peer-to-peer downloading, not to put illegal downloaders behind bars. It was also created to help ensure that any users who may not know their networks are being used without permission for illegal downloading are starting to password protect their networks.

Brian Murphy

Harrison & Devins, PA

Apple Refunds for Children's In-App Purchases

Brian Murphy

Apple has settled a class-action lawsuit in which children downloaded free games, then made in-app purchases, creating large bills for their parents.

Under the settlement, Apple will offer $5 iTunes gift cards to any US parent to claims their children made a purchase without their knowledge. For parents who can prove that their children made more then $5 in unknown purchases in a 45-day period, Apple will offer them the amount they can confirm. Any parents who can show more than $30 in unknown purchases can opt to have cash refund instead of iTunes gift cards.

This "freemium" model, where apps are free to download, but require in-app purchases to either progress faster or unlock additional features, has become increasingly popular in the past few years. Games like Zynga's FarmVille have excelled at this model and have been wildly popular despite requiring money in order to progress more quickly through the game.

Users have seen these fees add up very quickly, especially parents, whose children may not fully understand the value of a dollar. This sticker shock and subsequent media reaction led to this class-action suit. There are reports that a father in Florida got a bill for $613 after his son played TapFish, and I'm sure he'll be looking for a piece of this settlement.

Brian Murphy

Harrison & Devins, PA

Client Profile: Imangi Studios

App_TempleRun128.png

Walter Devins, Attorney

Congratulations is due to Keith Shepherd and wife Natalia Luckyanova, founders of Imangi Studios, LLC, an independent video game developer for the mobile platform.  Their games have become wildly popular, winning over thousands of fans with the launch of Harbor Master then Temple Run, which TechCrunch.com ranks among the Top 20 iPhone/iPad games of 2011. Most recently, they released Temple Run 2, which is the fastest downloaded mobile game in history. To view their complete list and download games, visit their website at www.ImangiStudios.com.

We here at Harrison and Devins Law Firm are excited to watch their company succeed with such leaps and bounds and wish them the same continued success with their endeavors!

Walter Devins

Harrison & Devins, PA

I-9 Audits

Walter Devins, Attorney

Attention Employers!!  Are you maintaining proper employee records?  What better way to start off the year than by getting in order your necessary records and files to assure your business is running legally soundly?  One type of document you must keep on hand is an I-9 form for each of your employees.  This form requires employees to present certain documents to you the employer to verify that they are indeed authorized to work in the U.S. (whether as citizens or non-citizens).  Employers verify the documents, fill in the Employer’s section of the form, sign, and store in a safe place.  Do not mail the forms or file them with any governmental agency.  Instead keep them on hand, ready to be presented for inspection upon the request by a US government official.  These records may be audited at anytime by the Immigration and Customs Enforcement (ICE) arm of the Department of Homeland Security.  Publicly traded, privately held, and non-profit companies alike are all vulnerable, no matter how big or small.

The requirement to maintain properly completed I-9 forms puts the burden of verifying employee work authorization directly on the employer.  Employers may face civil and criminal liabilities should an I-9 audit reveal the company hired illegal aliens, whether knowingly or unknowingly.  The burdens and penalties of such an audit include significantly decreased productivity and PR image, tremendous legal expenses, substantial fines, asset forfeiture, and possible criminal charges.

The Obama Administration has used unannounced I-9 audits as one way of cracking down on illegal immigration.  It is crucial to not only have the proper I-9 forms for employees, but the information must be accurate and error free.  Our firm can help your company maintain better records and we can run a practice audit to see where your company stands.  It is in your company’s best interest to be prepared by maintaining correct paperwork to verify that each of your employees are eligible to work in the US.

For more information and to view the I-9 form, please click here.

Walter Devins

Harrison & Devins, PA

Employee Handbooks: Why they are important in NC

Walter Devins, Attorney

North Carolina is an “at will” employment state, meaning that either employer or employee may terminate the working relationship for any reason, provided there are no express contractual terms and reasons for termination are legal (for example, the employer cannot fire his employee based on her race).  (See the N.C. Department of Labor definition)

Due to North Carolina’s adherence to the employment-at-will doctrine, it is a good idea for employers to create an employee handbook as a communication tool for their employees.  An employee handbook provides employees with the company’s expectations and lets them know what they can expect of the company as their employer.  The handbook may also define the company’s legal obligations to employees and provide an explanation of employees’ rights.

Beyond this general scope, specifically the handbook can include the company’s policies on anti-discrimination, plan for compensation and benefits, work schedule and vacation policies, dress code, and other information such as resignation procedures, and use of social media at work.

If you would like help putting together or modifying an existing employee handbook, please give our firm a call and we would be happy to be of assistance in making certain all elements of the handbook are legally compliant.

If you are an employee, be sure to read your handbook so you are aware of your employer’s policies and procedures, as well as your rights as the employed.

Walter Devins

Harrison & Devins, PA

Lodsys Threatened by Apple

Walter Devins, Attorney

On Tuesday May 31, intellectual property firm Lodsys filed suit against seven developers for patent infringement in the U.S. District Court for the Eastern Texas district.  Ongoing is a three-way battle between Lodsys, Apple, and third-party developers over two of Lodsys’s patents, one regarding “a customer-based design module” and the other on “Methods and Systems for Gathering Information from Units of a Commodity Across a Network.”

Filing suit in this particular district comes as no surprise as this district has the reputation of being friendly to plaintiffs in intellectual property disputes. Those being sued by Lodsys are Combay, Iconfactory, Illusion Labs AB, Shovelmate, Quickoffice, Wulven Games, and Richard Shinderman of Hearts and Daggers for iPhone. This lawsuit, however, is not limited to just Apple’s iOS but also targets the Android platform in at least one case (Labyrinth for Android of Illusion Labs AB).

Lodsys’s main claim is that it holds the patent for “in-app purchasing”.  Apple, on the other hand, says that Lodsys’s accusations are baseless and that devs, or “App Makers, “ are “entitled to use this technology free from any infringement claims by Lodsys,” because Apple has already licensed the technology on their behalf. Interestingly enough, Apple didn’t make any real “threat” against Lodsys; Apple just took a position concerning the scope of its own license, and Lodsys made it clear that it disagrees with Apple.

This lawsuit is a very critical situation for the app developers being sued. Although patent litigation can be very costly, it is vital for these app developers to clarify with Apple, and possibly to an extent with Google, whether they will be held harmless and receive blanket coverage including possible damage awards.

Finally, Lodsys has announced that it will reimburse any developer, which is improperly targeted by an infringement notice, $1,000 for their troubles. This willingness basically suggests that the firm is confident in its standing and convinced that it will prevail against Apple’s claims that Apple’s existing license rights apply to fully license these developers.

Walter Devins

Harrison & Devins, PA

The Trouble with LegalZoom

Walter Devins, Attorney

The debate is tempting: lower legal costs versus sound legal advice?  LegalZoom has attracted hundreds of thousands of customers across the U.S. since its inception in 2001 by its ability to offer legal help at a lower price compared to the average American attorney.  However, there is inevitably something wrong when it is “too good to be true.” For the many do-it-yourself documents LegalZoom provides, it cannot provide the research, knowledge base, experience, and protection offered by a licensed attorney. It does not guarantee to stay up-to-date on changes in state-specific laws, and it does not provide individualized advice for those who may have special circumstances not addressed in their boiler-plate forms.  In fact, the North Carolina State Bar thinks LegalZoom does such an inadequate job of protecting its customers in NC that the Bar issued a cease-and-desist letter stating that the company was engaged in the unauthorized practice of law.  For this reason, LegalZoom has filed a lawsuit against the  NC State Bar, which you can read about here on the News & Observer website.

If you have used LegalZoom to generate documents and have questions about their legal soundness, please consider letting Harrison & Devins Law Firm review these documents for you.  If you are considering using LegalZoom be sure to carefully read the company’s disclaimer on its limitations and to weigh the cost of questionably valid DIY documents compared to those compiled by an attorney who has researched the matter and applied the law to your specific facts.

Walter Devins,

Harrison & Devins, PA

Outsourced General Counsel

Walter Devins, Attorney

In-house general counsel can come as an extra large expense to small or medium-sized businesses. In the face of legal crises, these businesses may suffer by not receiving timely legal advice. They must react to such crises instead of planning ahead of time for them. Then, the original decision to save costs by not having in-house counsel may ultimately cost more money in the long run of the legal battle, perhaps even stalling business until legal issues are sorted out.

Thankfully, a new option is emerging for small and medium-sized businesses besides whether to take on the costly expense to have in-house general counsel or to risk and do without. This third option is referred to as outsourced general counsel through which law firms, such as Harrison & Devins Law Firm, offer a consistent source of legal counsel for a lower monthly rate than the cost of hiring a lawyer as a full-time company employee. Features and services offered by the outsourced counsel include:

• Accessibility. Attorney is available for easy client access. Clients receive feedback concerning pressing legal issues without worrying about hourly rates.
• Check-ins. Attorney provides routine check-ins to help keep the business’ current activities and policies legally sound.
• Corporate Counseling. Includes the selecting and managing of other specialized legal resources.

The outsourced general counsel maintains a network of other specialized attorneys outside its own core expertise on corporate counseling. This network allows the firm to offer the most complete general counsel coverage. The relationships maintained within the outsourced counsel’s network also enable the attorney to negotiate competitive rates for his client. In addition to the legal network, the outsourced general counsel maintains connections with angel investors, business consultants, venture capital firms, and other business-related resources.

Consider hiring Harrison and Devins Law Firm as your outsourced general counsel and count on receiving efficient and strategic guidance without the in-house counsel price tag. Contact us today to learn more about our business model and how we can help your business succeed.

Walter Devins

Harrison & Devins, PA

Is your Investor a SCAM?

Walter Devins, Attorney

Recently Venture Capital and Angel Investment Groups are investing in new ideas and companies.  However there are less than honorable individuals out there trying to take advantage of entrepreneurs who are passionate about their companies and desperately want to obtain startup capital.  Here are the top five signs that a potential investor is trying to scam you:

1. The majority (or only) communication is done by email. It is OK to start with email, but there should be many phone calls and meetings in person before any investment is made. I have never been associated with a company receiving an investment where the entrepreneur and the investor did not meet in person.

2. The investor requires some money up front.  Now you may be saying that sounds crazy, I would never pay money to get money.  I have seen some cases where it can be cleverly concealed such as “paying a document processing fee” or paying “closings costs on a major loan”.  You should NEVER pay money to get money.

3. The money, or rather the offer for money, comes too easily. Any offers made by an investor who does not have an intimiate understanding of your business or market, and who doesn’t challenge any of the assumptions that you have made is likely not a true investor. People do not like loosing money, so if someone is forking over real cash, then they want to be assured you aren’t going to waste it. People don’t mind giving away fake money.

4. Referrals; there are none or they are hard to reach. You should ask for the referrals for other companies that the investor has worked with.  This is good for two reasons.  First, you can validate that the investor is real and is not trying to scam you.  Second, you can find out what type of partner the investor will be; hands-off, micro-managing, or great to work with.

5. Website; it shouldn’t look like a scam, but you can learn a lot. Most websites will at least list their contact information (phone number and mailing address), do a quick Google search of the mailing address and if it comes up as a “Virtual Office Space” then RUN! Or if you call the number and there is a very professional sounding voicemail system but you can never reach someone, then RUN! (Its very easy to set these voicemail systems up with www.voices.com)

Walter Devins

Harrison & Devins, PA

What is a Joint Venture?

Walter Devins, Attorney

A joint venture is a contractual agreement between 2 parties to undertake a particular task. Most often, the common task is aimed at market penetration efforts that require a huge amount of resources or the establishment of local business partnerships. They can also be created to strategically acquire resources that would otherwise be hard to obtain such as technology, R&D, or intellectual property. Although joint ventures share some similarities with a general business partnership, there are many differences that set the two entities apart.

The biggest difference between a joint venture and a business partnership is that a joint venture consists of two separate businesses joining forces to come together and undertake a specific task, whereas a partnership is two individuals coming together to create a single business. While the individual partners in a partnership share an identity, the businesses in the joint venture retain their separate identities as businesses.

The main goals of the two are quite different. A general partnership is created when two individuals decide to take on an entire business venture as co-owners, an arrangement where all profits and losses are shared between the business partners. Although the goal is similar for a joint venture, it is usually limited to a specific time frame or a specific task. Furthermore, while a general partnership is considered one entity, a joint venture is considered three entities.

Liabilities between joint ventures and business partnerships differ as well. Many states hold that the individuals in general business partnerships are jointly and severally liable for all business debts; each partner is personally liable for any debts incurred by the partnership. Partners in a joint venture enjoy more limited liability since they retain their individual identities. They are usually only liable for the amount of their investment in the joint venture itself.

A joint venture can be a great way to accomplish a particular business task that otherwise would be difficult or maybe even impossible to accomplish through just one business. If you are considering forming a joint venture with another business, consider contacting us to help you ease through the process. In order to ensure that your business goals are adequately being addressed, it is imperative to have sound legal representation through the formation of the joint venture contract.

Walter Devins

Harrison & Devins, PA

Protecting Your Business Ideas

Walter Devins, Attorney

Congrats! You have come up with the better mousetrap, or the better business model for selling mousetraps, but how do you protect your idea from thieving industrialists?

Most people have heard of patents; essentially 20 year monopolies granted by the Government for inventions/ideas.  However, patents aren’t always the right answer for every business, nor practical.  $10,000 is the low end for the price of a US patent.  If you have decided that a patent is not right for your idea or if you need to vet out the idea more in order to determine if a patent is worth it, you NEED to consider a Non-Disclosure and Confidentiality Agreement (CNDA).

What is a CNDA? Basically its an agreement between two parties where each agrees to share secrets and to keep those secrets. Its pretty much that simple, of course anything can be made more complicated.

When should you consider using a CNDA? Anytime you are going to share information that you consider a secret and that has potential value to a partner, consultant, investor, or potential customer.  A CNDA will help protect your ideas and it will also bring some credibility to your company as CNDA’s are very common in Corporations in the US.  You’ll seem less like an amateur if you use a CNDA.

If you would like to act and look smart contact our firm to help your business.

Walter Devins

Harrison & Devins, PA

The DBA in NC

Walter Devins, Attorney

What is a DBA? DBA stands for “Doing Business As.” It is essentially doing business using a name other than the name under which your business is registered.

Using an assumed name can be a great benefit to a business. It allows a company to do business under another name without creating an entirely new legal entity. DBAs can advertise, accept money, and do general business on behalf of the true entity. However, when doing business under an assumed name, North Carolina General Statute 66-68 requires a company to file its DBA with the local county’s Register of Deeds. While the penalty for the violation of this act seems minimal – a misdemeanor accompanied by a $50 fine – not registering your fictitious name could result in some dire consequences. The purpose of NCGS 66-68 is to protect consumers by allowing them the ability to track down the true identity of the people they are dealing with. If you do not register your DBA, you are not giving other businesses notice of your usage of the name, which could cause you multiple problems if other businesses use the same or a similar name.

Another possible benefit of registering your name would be to avoid frivolous lawsuits. While a court will not necessarily bar a lawsuit when the true business name is not correctly stated, a court will most likely hesitate to let a frivolous suit through when the plaintiff could have simply looked at the county records to reveal the DBA’s true identity. Besides, filing the certificate of assumed name is usually relatively simple and can be done through the county Register of Deeds for less than $20. Before filing a DBA, the business owner or an attorney should do a quick search of the name with the Register of Deeds and the NC Secretary of State. In most instances if the search reveals that no other businesses are using the name, then the DBA is yours to use!

Walter Devins

Harrison and Devins, PA

Annual Report Requirements

Walter Devins, Attorney

So you have your new shiny LLC or Corporation and you are feeling good. Nothing else to worry about except making money and paying taxes right? Wrong.

Most all states require that LLC’s and Corporations file Annual Reports.  While these reports are not complicated, and in the case of North Carolina only requires:

  • The name of the Corporation and the State of incorporation
  • Updated addresses of registered office and principal office
  • Names, titles and addresses of its principal officers
  • A brief description of the business

The penalty for not properly filing an Annual Report can be quite severe; loosing your LLC or Corporation protection and loosing the right to your corporate name.  Usually, if addressed quickly enough a company can get back in good standing if it pays a fine and files some additional forms.

Here are some sample Annual Report date requirements by State:

  • NC- C-Corp – due March 15 (FYE 12/31), LLC – due April 15
  • SC – C-Corp – due March 1 (FYE 12/31), LLC – March 1
  • VA – C-Corp – last day of month of file date, LLC – October 1
  • NY – C-Corp – last day of month of filed date (biennial), LLC – last day of month of filed date (biennial)
  • DE – C-Corp – March 1, LLC – June 1
  • CA – C-Corp – last day of month of file date (biennial), LLC – last day of month of file date (biennial)
  • NJ – C-Corp – file date, LLC – file date
  • CT – C-Corp – last day of month of file date, LLC – last day of month of file date
  • TX – No report required
  • GA – C-Corp – April 1, LLC – April 1
  • FL – C-Corp – May 1, LLC – May 1

If you would like to learn more about Annual Reports or becoming an LLC or a Corporation, please contact our firm.

Walter Devins

Harrison & Devins, PA

Registering A Startup

Walter Devins, Attorney

Startup companies often disregard the importance of properly registering their company. The registration process can be easily overlooked because many of the issues arising from lack of proper registration will usually affect a company at a later point in time. Instead, founders often focus much of their time and energy into what may seem like more important matters, such as getting funding.

The registration process is important to complete because it forces one to consider many critical questions that should serve as a foundation to any business plan. Before filing for registration and permits, some considerations include, picking a name for your business, picking a business structure, and obtaining a federal tax ID.

When choosing a name for your business, it is vital to choose a name that is not already being used by another company. There are a few methods of verifying whether a company name is already in use or not, such as a simple Google search, but it is difficult to know with 100% certainty that there are no conflicts without hiring a third party search firm.

Deciding on a business organizational structure can be a daunting task for anyone interested in starting a company. There are many different ways to structure a business, such as, a partnership, limited liability company, or corporation, to name a few, Each type of business has it’s benefits and drawbacks. It is recommended that an advisor assist with identifying the most appropriate structure. Choosing the best fitting organizational structure can prove beneficial in providing a better approach to managing a business.

Walter Devins

Harrison & Devins, PA

Non-Compete Agreements in N.C.

Non-compete agreements (or covenants not to compete) can be very helpful to employers in many situations. The purpose of a non-compete agreement is to protect a company’s customer base.   These contractual provisions are most often used in employment contracts and purchase agreements.

Non-compete agreements are very useful to new owners purchasing a preexisting business and its assets.  They prevent former owners from starting a similar business and siphoning off customers.   The non-compete agreement may also protect an employer when a key employee leaves and tries to work for a competing company.

The non-compete agreement restricts the ability of former employees, owners, or others to engage in a specific activity or industry for a set period of time within a certain geographical area.  However, many companies make the mistake of creating one-size-fits-all non-compete agreements that will not likely survive when scrutinized by a court.  In order for a non-compete agreement to be enforceable in North Carolina the agreement must be:

  1. In writing
  2. Entered into at the time of contract of employment or sale
  3. Based on valuable consideration (consideration is a legal term defined as something of value that makes a contract binding)
  4. Reasonable as to the time and territory in restriction  (anything over two (2) years is usually struck down and the territory in question must be reasonably limited to your actual customer base)
  5. Fair to both parties
  6. Not against public policy

It is essential that your non-compete agreement is well-drafted and specific as possible.  If a court finds that an agreement is overly broad in either geographic area or the description of the job/activity, it may engage in what is referred to as “blue penciling,” in which the court strikes out the overly broad term and allows the less restrictive application apply.

Want to incorporate non-compete agreements into your contracts?  Call Harrison and Devins Law Firm and we’ll show you how!

* Things like money, materials, and promised performance are often used as consideration.

Social Media Policy for Your Employee Handbook

Walter Devins, Attorney

There is a lot of talk right now about how to effectively draft a Social Media Policy for your company’s Employee Handbook.  Does your company have one?

There are a lot of different viewpoints out there; as there are with anything.  However, there is one article that is so ridiculous I would be remise if I did not point it out to you.  The following link is to a “Inc. Magazine” article that suggests Employee Handbook’s have a policy for each type of Social Media communication.  In essence creating 18 different sub-policies for Social Media. Even this lawyer (me) thinks this is way over-lawyered.  http://www.inc.com/guides/2010/05/writing-a-social-media-policy.html

I believe companies can help themselves and their employees by creating a Policy that:

  • Describes overall what Social Media is and how this policy will apply to it.
  • Sets the limits on what can be accessed on company equipment (Computers and Mobile Phones).
  • Limitations on employees representing the company.
  • Limitations on revealing confidential information.

To sum it up, companies need to have a Social Media Policy, but it should be short concise and to the point.

Walter Devins

Harrison & Devins, PA

Does Your Business use a Debit Card?

Walter Devins, Attorney

You may not be aware, but a business debit card does not have the same loss protection as consumer debit cards do. Many businesses use debit cards to make purchases for their business online or at brick and mortar stores.  There is a large risk here as there is no protection on the potential misuse or fraudulent charges placed on the card.  Whereas Federal Law (Electronic Funds Transfer Act and Credit Cart Accountability, Responsibility and Disclosure Act) protects individual but not corporate bank accounts from fraudulent charges.  A nonprofit based in North Carolina lost over $29k due to unauthorized purchases on a business debit card: http://bit.ly/952LvP

So what should a small to medium sized business do?  Possible solutions include: creating two bank accounts, a small one with a debit card, and a larger one without a debit card; or contact credit card companies and inquire whether they will provide fraud protection (certain Master Card Business Debit cards provide protection of up to $15k http://bit.ly/cM5d0L); Visa Business Debit card offers some protection, but not for ATM and instances where the PIN number is stolen (http://bit.ly/c3nVgz).

Regardless of what a business chooses it is clear that small to medium sized businesses must be careful and should monitor their accounts with increased diligence.

Walter Devins

Harrison & Devins, PA

Fundraising for your Business

Walter Devins, Attorney

How are you raising capital for your business or startup company? Have you ever considered the implications of federal and state securities laws?

So then, to whom and when do securities laws apply? The actual statute is very complex; you should contact an attorney for more detailed information. However, I will list of several examples below:

  • Raising funds by selling stock or interest of your company to anyone that is not actively working for the business, including friends and family. This business is issuing securities
  • Raising funds by publicly offering shares of your business. This business is issuing securities
  • A business is started in order to invest into real estate, and there is a buy in amount to participate in the company’s investments. This business is issuing a security.

Now that we have some examples of businesses that issue a security, what does it matter? Under federal and state law, an issuer of securities must register with the SEC and the appropriate state authority, or it must file for an exemption to registration. The registration process is very complicated and time consuming. Most try to fit into one of the federal and state exemptions. However, obtaining an exemption limits specific actions and sales techniques. An exemption also limits to whom the securitiy can be sold, and it requires specific forms and action on part of the business.

If you are concerned or interested in learning more, please contact our firm and we can help.

Walter Devins

Harrison & Devins, PA