Law Blog

Who Pays The Professional Fees in Sale of an Arizona Business?

Who Pays The Professional Fees in Sale of an Arizona Business?

Business Sale, Contracts, Sale of Business
As a Phoenix corporate and business lawyer, every so often I'm asked by clients new to the process of buying a business or selling a business which side will pay for the professional fees for the attorney, accountant, appraiser, and other services that are often essential to the transaction. The Attorney response every client hates These clients are usually disappointed when I give them that most lawyerly of all answers:  "It depends."  This is because there is no set rule or law that requires one party to a business sale or merger or the other to pay for the lawyer or accounting fees.  As with the terms of most private, business-to-business agreements, things are pretty free form and up to the contracting parties themselves to decide. However, in my experience…
Read More
How Many Members Are Needed to Form an LLC in Arizona?

How Many Members Are Needed to Form an LLC in Arizona?

Business Formation, Entity Formation, Limited Liability Company, Single Member LLC, Start-Up
Is there a minimum number of members required to form an Arizona LLC (limited liability company)?  As a Phoenix startup and small business attorney, this is a question I am sometimes asked by entrepreneurs and expectant business owners who are new to the State and looking to form their Arizona LLC. Although most states used to require a minimum of two members to form an LLC, now all of them and the District of Columbia allow "single member" LLCs to be created. Arizona allows formation of single-member LLCs Arizona LLCs are governed by the Arizona Limited Liability Company Act (Arizona Revised Statutes, Title 29, Chapter 4).  Under A.R.S. §29-601(15), a "Member" is defined as "a person who is admitted as a member in a limited liability company pursuant to this…
Read More

Cupcake War: FoodNetwork Sued over Popular Snow Globe Cupcake Video

Copyright, Copyright Infringement, Popular Culture
With the holidays already approaching, things might be get a little too hot in the kitchen for Food Network, which has been sued for copyright infringement by a woman claiming the network stole her idea and techniques for creating snow globe cupcakes, as demonstrated in her how-to video on SugarHero.com. Last year, Elizabeth LaBau posted how-to-video on YouTube showing viewers how to use gelatin sheets and water balloons to transform the basic cupcake into a highly creative (and pretty cool looking) holiday treat. However, only a few weeks later, LaBau alleges that the Food Network uploaded a competing video on the network’s Facebook page, which she claims is essentially an unauthorized and uncredited reproduction of her original cupcake video. I’ve often been asked whether or not a particular favorite or…
Read More

99 Problems But Trademarking Your Name Ain’t One

Popular Culture, Trademark, USPTO
As fans of musicians Beyonce and Jay-Z learned earlier this Summer, the entertainment power couple gave birth to twins named Rumi Carter and Sir Carter. However, not making nearly as many tabloid headlines was Beyonce's (or, rather, her trademark holding company) subsequent application to the U.S. Patent and Trademark Office seeking to register both children’s names as actual trademarks. The applications claim use of both marks in commerce for 15 different classes of goods or services such as cosmetics, baby apparel, playing cards, and entertainment services. As of the time of this writing, both applications with the USPTO are currently pending examination. Every so often I’m asked by someone if they can trademark their own name. The smart alecky answer I usually give is that one can always make an…
Read More
How Many Officers Are Required for an Arizona Corporation?

How Many Officers Are Required for an Arizona Corporation?

Business Formation, Corporations, Start-Up
I'm often asked by startup founders of new Arizona corporations how many corporate officers they need as part of their initial filing with the Arizona Corporation Commission (ACC).   In this post, we'll look at the number---and which types---of officers are required for a new, domestic for-profit corporation in Arizona. Corporate officer requirements under The Arizona Business Corporations Act The good news? Arizona is pretty business-friendly in this regard. Arizona Revised Statutes, Title 10, Chapter 8, Article 4 of the Arizona Business Corporation Act (the "Act") tells us that a corporation shall have "the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws." Subpart D of A.R.S. §10-840 goes on to explain that the same individual "may simultaneously hold more than one…
Read More