Commercial Transactions

The creation, securitization, and exploitation of IP, IT, and other assets does not happen in a vacuum, and much of Au LLC legal service offerings comprise commercial transaction assistance. That activity can be sub-divided as follows:

Corporate Formation

You can absolutely do business without creating a corporate entity – for instance, as a sole proprietor or in a de facto partnership – although incorporating your venture can afford you certain benefits: insulation from liability that the business may incur, higher attractiveness to investors, and tax-related advantages. The benefits an incorporated entity affords can only be enjoyed, however, if you cross t’s and dot i’s in terms of state filings, organizational documents, and corporate behavior: corporate “formalities” are king. If, when, and how to incorporate your business depends on a variety of factors unique to your business.  Our corporate formation-related services comprise the following:

State Filings

Once the decision is made to incorporate, the first step is to get the organization “on the books” as far at the state is concerned. Each type of entity has its own initial filing and cost associated therewith. Decisions to incorporate in states other than those in which the business will be primarily operating (popularly, Delaware) must be made with the understanding that every state still requires a fee to “do business” therein, not to mention the requirement to maintain a foreign registered agent.

Charter Documents

Where most of the legal heavy lifting comes in. Merely filing incorporating forms with the state will not alone avail you of the benefits of operating as an entity. LLCs, corporations, and partnerships require operating agreements, shareholder agreements and bylaws, and partnership agreements, respectively, to outline how the businesses are run, who owns how much, and how investor can buy-in. Accountants are invariably part of the effort.

Maintenance

Not content with simply taking your money up front, the state – and paid-for registered agents – will want annual payments which must be paid. Further, corporations generally have obligations to hold annual shareholder “meetings” the definition of which can vary. Letting fees lapse can put your organization in poor standing and require obnoxious reinstatement penalties, not to mention expose the owners to personal liability.

Investment

A startup business is often floated on its owners’ initial capital contributions, as identified in the organizational documentation, until such time where either: (i) more capital is needed to continue the business; or (ii) the business has reached a stage, by design, where a substantial capital injection is needed to grow the business. The solicitation of such funding, more often in the later case, goes through periods called “venture rounds” by which investors are sought to either loan the business money or purchase an equity stake outright. Successful fundraising depends on appropriate incorporation, a sound business model, and an effective means (colloquially, a pitch) to “sell” the investment.  The process of reaching out to potential sources of capital, or merely entertaining family-and-friends investors, is as much a marketing effort as it is a legal exercise in protecting your business and your interests therein. We provide counsel to business, nascent and established, which seek to either secure or expand their operations through loans, equity purchases, or other arrangements.

Contracts

While the law does not require all agreements to be writing lest they be unenforceable, the old adage “get it in writing” is one by which to generally abide. The allocation of property rights, intellectual or otherwise, is intrinsic to most corporate, employment, and service-related agreements, and the following is a non-exclusive list of agreements we have drafted for clients.

IP

  • Band Contest Agreements
  • Book Publication Agreements
  • Confidentiality Agreements
  • Content Licensing Agreements
  • Co-Authorship Agreements
  • Contest Participation Agreements
  • Contest Rules
  • Contribution Agreements
  • Co-Production Agreements
  • Course Content Creation Agreements
  • Mobile App EULAs
  • Event Participation Releases
  • Event Sponsorship Agreements
  • Film Acquisition Agreements
  • Trademark Licensing Agreements
  • IP Rights Assignment Agreements
  • IP Submission Agreements
  • Media Distribution Agreements
  • Model Releases
  • Patent License Agreements
  • Performance Agreements
  • Photographic Services Agreements
  • Production Agreements
  • Project Submission and Bid Agreements
  • Screenplay Purchase Agreements
  • Web Developer Services Agreements
  • Website Privacy Policies
  • Website Terms of Use

Service

  • Actor Agreements
  • Agency Agreements
  • Adjunct Faculty Agreements
  • Artist Management Agreements
  • Band Agreements
  • Blogger Submission Agreements
  • Composer Agreements
  • Consignment Agreements
  • Construction Agreements
  • Consulting Agreements
  • Event Parking Agreements
  • Game Development Agreements
  • Internet Marketing Services Agreements
  • Master Services Agreement w/ SOWs
  • Marketing Services Agreements
  • Modification Agreement
  • Move-In Packet Advertising Agreements
  • Merchandise Agreement
  • Promotion Agreement
  • Professional Services Agreements
  • Pub Crawl Agreements
  • Referral Agreements
  • Reseller Agreements
  • SaaS Agreements
  • Sales Consulting Agreements
  • Services Agreements
  • Social Event Waivers
  • Software Development Agreements
  • Software Escrow Service Agreements
  • Software Reseller Agreements
  • Software Licensing Agreements
  • Software Maintenance Agreements
  • Software Master Service Agreements
  • Work for Hire Agreements
  • Sponsorship Agreements
  • Supplier Agreements
  • Talent Agreements
  • Technology Evaluation Agreements
  • Training Agreement
  • Venue Agreements
  • Video Services Agreements
  • Warrant Statements

Corporate

  • Asset Purchase Agreements
  • Commercial Leases
  • Common Stock Purchase Agreements
  • Convertible Bridge Purchase Agreement
  • Corporate Bylaws
  • LLC Dissociation Agreements
  • Investor Rights Agreements
  • Joint Venture Agreements
  • Letter of Intents
  • Limited Partnership Agreement
  • LLC Operating Agreement
  • Loan Agreements
  • Membership Interest Purchase Agreements
  • Partnership Agreements
  • Secured Promissory Notes
  • Proprietary Information and Invention Assignment Agreements
  • Residential Leases
  • Restricted Common Stock Purchase Agreements
  • Right of First Refusal and CoSale Agreements
  • Security Agreements
  • S-Corp Shareholder Agreements
  • Shareholder Buy/Sell Agreements
  • Subscription Agreements

Employment

  • Employment Agreements
  • Employment Modification Agreements
  • Employee Handbooks
  • Freelancer Agreements
  • Independent Contractor Agreements
  • Independent Sales Rep Agreements
  • Master Consulting Agreements
  • Non-Compete / Non-Solicitation Agreements
  • Non-Disclosure Agreements
  • Severance Agreements
  • Settlement Agreements
  • Sexual Harassment Policies
Litigation

The prospect of bringing suit to enforce your rights or being the subject of another’s effort to do the same may at first appear daunting and be cause for some apprehension. However, litigation can be considered one natural aspect of doing business: regardless of how mutual an understanding is or how clearly-cut contractual provisions are, individuals and entities, either negligently or deliberately, breach contracts, commit tortious acts, and infringe on intellectual property rights. A non-exhaustive collection of state and federal claims with which we have experience handling includes:

Federal Claims

  • Computer Fraud and Abuse Act, 18 U.S.C. § 1030
  • Contributory Copyright Infringement, 17 U.S.C. § 501
  • Copyright Infringement, 17 U.S.C. § 501
  • Cybersquatting, 15 U.S.C. § 1125(d)
  • Electronic Communications Privacy Act, 18 U.S.C. § 2510
  • False Designation of Origin, 15 U.S.C. § 1125
  • Federal Unfair Competition, 15 U.S.C. § 1125
  • Inducement of Copyright Infringement
  • Stored Communications Act, 18 U.S.C. § 2701
  • Trade Dress Infringement, 18 U.S.C. § 1125(a)
  • Trademark Counterfeiting, 15 U.S.C. § 1114
  • Trademark Dilution, 15 U.S.C. § 1125(c)
  • Trademark Infringement, 15 U.S.C. § 1114
  • Vicarious Copyright Infringement

State Claims

  • Aiding and Abetting
  • Breach of Contract
  • Breach of Fiduciary Duty
  • Breach of Guaranty
  • Breach of Lease
  • Civil Conspiracy
  • Common Law Trademark Infringement
  • Common Law Unfair Competition
  • Computer Tampering, 720 ILCS § 5/16D-3
  • Contribution
  • Conversion
  • Defamation
  • Equitable Accounting
  • False Light Invasion of Privacy
  • Fraudulent Misrepresentation
  • Illinois Anti-Dilution
  • Illinois Deceptive Trade Practices, 815 ILCS § 510/
  • Illinois Unfair and Deceptive Business Practices, 815 ILCS § 505/
  • Intentional Infliction of Emotional Distress
  • Interference with Prospective Economic Advantage
  • Intrusion Upon Seclusion
  • Misappropriation of Likeness, 765 ILCS § 1075/
  • Negligence
  • Nuisance
  • Publication of Private Facts
  • Tortious Interference with Business Relationships
  • Trade Secret Misappropriation, 765 ILCS § 1065/
  • Trespass to Chattels
  • Unjust Enrichment
  • Illinois Limited Liability Company Act, 805 ILCS § 180/
  • Illinois Biometric Information Privacy Act, 740 ILCS § 14/1