Do you have two or three restaurants with a signature look and feel? Or a specialty clothing store with a brand name, concept and systems for doing business? Or perhaps a service you provide that can be duplicated by others? You may already have other stores where you have licensed the trade name to another individual or entity and entered into distribution agreements for the specialty merchandise; however you may now be ready to franchise your business. Licensing and franchising are two different legal tools and you want to ensure you are using the right one to avoid unpleasant consequences. Franchising can be a great vehicle for driving your business forward, but you must ensure compliance with federal and state laws. They mandate that if you are offering or selling a concept, you must register with the appropriate state authorities, depending on the jurisdiction. You will need an experienced franchise attorney to guide you through the details of this process, so you can focus upon building your business dreams.

The focus for many people when they create a Trust is the distribution of their assets at the time of their death. We are seeing more clients who are living past their ability to direct and maintain their own finances. Make sure your Estate Planning documents are clear as to what you want for yourself in the event that a Conservator is appointed for you or in the event your Successor Trustee takes control of your finances during your lifetime.  What care and level of living do you want? Do you want to remain in your home for as long as possible despite the cost of home healthcare? Do you want annual gifts that you make to continue during your lifetime? Remember your Agent for Power of Attorney does not have authority or control over your Trust assets. If a Lease needs to be renewed or a Certificate of Deposit needs to be renewed and the assets are in the Trust name it will take the power of your successor Trustee to direct those assets.

Excited about the potential revenue that you can capture, you have these two additional entities created.   You also take money from your product company and place it in two new bank accounts for these two new companies that you now own.  As time goes on, these new companies need additional capital in order to sustain themselves and reach your goals.  You have bills for each of the new companies paid out of the product company.  You also have employees working on all three companies, but only have their payroll taken from the product company. In addition, you mix and commingle money, assets, and human capital between all three of your business entities—because, after all—they are all your companies.

Is there a big deal?  Yes! Why? Because by failing to maintain and operate all three entities separately, you have now risked liability from each of these companies as to the other.  For example, if the transportation company gets sued and is subject to damages as a result, the lack of keeping all the “eggs” of each company in their own “basket” now permits the plaintiff to reach assets of the other companies.  If the product company has cash flow and/or sizable assets, your operating the three companies interchangeably has now put your product company at risk.

Therefore, it’s important to ensure that each company operates as if it has three different owners, notwithstanding that you are the only owner.  One example of operating under complete separateness is the following:  If one company needs cash, make it a loan, document it as between the two companies, and ensure that the company who needs the money pays its bills from its bank account with that loan money.

Operating completely separately may take some getting used to; however, it beats having to risk everything you worked for to build up that product company.  Making sure you have the right systems in place in the short run, will position you to try to reach your goals in the long run.

Entrepreneurs, you are indeed risk takers. You are “idea” people with creative minds constantly thinking outside of the box. Most of you do not know that there is a box. Attorneys, on the other hand, are trained to stay in the box and to spot the potential pitfalls that could cost a company time, money and possible lawsuits. While there is nothing wrong with thinking outside of the box, every business owner needs the right business attorney to balance your entrepreneurial spirit with the perimeters of the law. While this may sound confining to you, the visionary, a good business attorney allows a company to grow by keeping the impediments of a lawsuit or other disputes at bay. Entrepreneurs, we know you see attorneys as wardens, doling out warnings and restricting your ideas, but in actuality we share in your vision. We just help you minimize risk to get there and beyond.

Article Published in the Los Angeles Daily Journal – Vol. 125, No. 021

Online piracy problem calls for global attack,
not US business-based approach

By Joe Donnini

The power of the Internet continues to show its strength, whether it stems from intellectual property pirates or from mass online opposition to laws proposed to stop international online piracy. The online communities’ recent efforts in mobilizing millions to express opposition to the Stop Online Piracy Act are arguably unprecedented. Companies such as Google, Wikipedia and others rallied support to table Rep. Lamar Smith’s (R-Texas) online piracy bill. The bill’s goal is to curb international online piracy from foreign rogue sites. It’s alleged that these sites cheat U.S. companies out of millions of dollars in revenue and purportedly cost substantial U.S job loss, according to backers such as the Motion Picture Association of America and the U.S. Chamber of Commerce.

The two powerful groups involved in the controversy are the entertainment industry in Hollywood and technology companies. While Hollywood argues the legislation comports with the bill’s goals, the technology companies stress that, as written, the law places an undue burden on online businesses by forcing them to police the Internet, threatens Internet innovation and free speech, and blocks access to entire domain names if infringing material is placed on a blog or single webpage. Technology companies also contend that the bill’s ambiguous language creates the risk of unfettered online policing of companies without any real checks and balances. While this battle seems to have reduced to a simmer, another option has been introduced; one that is more palatable to the technology industry, but still not embraced by Hollywood and its supporters: the OPEN ACT (Online Protection and Enforcement of Digital Trade Act). This legislation aims to stop money transfers to foreign websites that “primarily” and “willfully” infringe upon the rights of U.S. intellectual property holders. Whereas the Stop Online Piracy Act (and also its cousin, PROTECT IP) sought to have an entire site taken down even if the infringement is contained in just one page or one blog.   …<Continue Reading>

Preparing your estate plan can feel like a daunting task, but once your estate plan is completed, it is a comfort to know that just in case something happens to you, your family is protected. Many young families preparing an estate plan are focused on the distribution of assets to their children and who will be handling it. What young families also need to consider is what important family values they would want passed on to their children. Appointing a guardian is the first step. Choosing someone who shares your core values and life priorities ensures that your values will be implemented. Many times the guardian of your children will not be the same person best suited to handle your children’s finances. This financially responsible person is known as a trustee. If your children’s guardian and trustee are not one in the same, you should make sure your plan appoints a trustee who will work well with your guardian and who is aware of your child’s needs. Your estate plan should document your core values and goals for your children so that both your guardian and your trustee are able to carry out your wishes. This plan is an evolving document and will change as your family grows and your values change. You should make sure to review your plan frequently (at least every 5 years) to reflect changes in your family, family relationships and growth of your children.

*Photo courtesy of Australian Television Program “Sunrise”

Anthony Albanese, Australian transport minister, had this to say in an attack against the Liberal Party Opposition Leader Tony Abbot:

“In Australia we have serious challenges to solve and we need serious people to solve them. Unfortunately, Tony Abbott is not the least bit interested in fixing anything. He is only interested in two things: making Australians afraid of it and telling them who’s to blame for it.”

Does this sound familiar? Michael Douglas gave a similar speech, written by The Social Network screen writer Aaron Sorkin, in the 1995 film The American President:

“We have serious problems to solve, and we need serious people to solve them. And whatever your particular problem is, I promise you, Bob Rumson is not the least bit interested in solving it. He is interested in two things and two things only: making you afraid of it and telling you who’s to blame for it.”

According to the The Hollywood Reporter, the films international distributor, Universal Pictures, has not taken any steps to bring action against the Aussie politician… yet. It could be argued by the studios legal team that Albanese was in violation of Australia’s Copyright Act of 1968, which assures dramatic works from being reproduced in “substantial part.”

“Of course, the speech was hardly a commercial endeavor and it’s possible that the appropriation was merely de minimis under Australian law,” wrote The Hollywood Reporter. “And it should be noted that the quoted excerpt in Sorkin’s screen speech in The American President was preceded by these words: “You want free speech?” asks Douglas rhetorically. “Let’s see you acknowledge a man whose words make your blood boil, standing center stage and advocating at the top of his lungs things you would spend your lifetime opposing at the top of yours.”

After the news broke that Albanese’s speech was not an original work, Albanese took to twitter: “D’oh! Stuff up (for the record, that comes from another great American, Homer Simpson),” he tweeted.

You can view the speeches side by side on YouTube, courtesy of the Australian morning television show Sunrise. Sorry Mr. Albanese, you’re no Michael Douglas.

YouTube: Aussie politician caught using lines from The American President in speech

Source: The Hollywood Reporter

Denise Guzman seen as mentor, expert in law field

Determination and dedication are just two of the qualities Denise Guzman possesses as a successful businesswoman.

Founding her own law practice when the business world lacked female presence, and giving back to the community through foundations and organizations, Guzman is considered to be a mentor and an expert in her field.

“I don’t believe in accolades,” Guzman said. “I do this to support other people and see them succeed.”

Guzman, a Palos Verdes Peninsula resident, has served as a business and estate planning attorney in the South Bay for more than 25 years.

After earning her bachelor’s degree from USC in 1974, she went on to study at UCLA, where she received her law degree. In 1978, she founded her own Manhattan Beach law practice, Guzman Law Group.

Guzman said success came through perseverance.

Bucking the system right after graduating from UCLA, Guzman associated herself with businessmen, attending professional association meetings and networking events throughout the South Bay.

“My father was an accountant at the time so I would attend many chamber of commerce meetings with him,” she said. “And I made sure to introduce myself to everyone I came into contact with.”

In 1993, Guzman determined that women’s success in the corporate sector was stagnant. And in an effort to change this, she founded the South Bay Chapter of the American Business Women’s Association – a national association that empowers women personally and professionally.

With a Rolodex in hand, “I called every woman I knew,” she said. “It was tough but I am really proud of what I started, bringing businesswomen together from around the local area.”

Guzman, who is no longer involved with ABWA, continues to mentor young women, providing them with personal and professional parameters to be successful businesswomen.

In 2003, she was named Woman of the Year by the Switzer Learning Center – an organization that fosters the growth of children with learning disabilities – for her service to its community.

Aside from her professional involvement, Guzman dedicates her time to promoting arts throughout the community.

She is a member of the board of trustees for the Palos Verdes Art Center, where educational art programs are put in place to reach schools, and is a board member on the Joy2Learn Foundation, an organization that brings a variety of free art programs to schools via the Internet.

“I love the arts and I think it is profoundly missing from the schools,” said Guzman, who was once an English major, minoring in fine arts. “I want young children to have the opportunity to learn arts and music.”

She is also on the board of directors for the foundation P.S. I Love You, a program to help less fortunate children participate in educational and extracurricular activities.

“The one-on-one interaction is such a positive experience for these children,” said Guzman.

In 2010, Guzman was awarded the Woman of Entrepreneurship honor by Comerica Bank, in conjunction with the Los Angeles Lakers.

“It is such an honor to be nominated and have the support of other people,” she said.

By Ashley Curtin
Staff Writer, Daily Breeze
Here is the link to the article on dailybreeze.com

Top 5 Reasons To Beware Of Joint Ownership Between Generations

Celebrities are not the only ones to make mistakes with their estate planning.  It happens to people all across the country on a regular basis.  The end result — just like with the rich and famous — often is an ugly and expensive family fight in court.  One of the most common estate planning mistakes that people make is joint ownership.

For the most part, we’re not talking about when a husband and wife have joint bank accounts or the title to their home is held in both of their names.  While not ideal for estate planning, this is quite common and can often be used without problems, except in many second-marriage situations or large estates that may suffer adverse tax consequences… < continue reading at Forbes.com >