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At the outset of any new venture, communications and sharing of ideas and goals between majority shareholders (often the founders) and the minority shareholders (often the silent investors) are idyllic. During the corporation life and its activities, personal issues – or anyway business disagreements – arise frequently, and the relationships go sour. Minority shareholders are in a particularly risky and…
Given the exposure to industries such as hospitality, fashion, information technology, and science, among others, at Cea Legal, we are often hired to draft non-disclosure agreements (NDAs), which are contracts establishing a confidential relationship, when the parties acknowledge that sensitive information they may obtain in the course of the business relationship should not be disclosed to any other party. Simply,…
Given the international background of our attorneys, at Cea Legal, we are often hired to regulate the business relationship between a foreign manufacturer/producer selling its products and the US distributor purchasing the products for resale in the United States, and we have considerable experience in representing either party. Setting aside some cross-border issues, which are not analyzed in this article, here…
One of the most important aspects of a business is its brand, and the brand should be protected by registering it as a trademark in all the countries where the mark is used, is about to be used, or has a connection with. To facilitate the process of applying for trademark registrations in multiple countries, it is advisable to use…
A Joint Venture agreement involves two or more parties that choose to work together towards the accomplishment of a certain endeavor, goal, or project by sharing assets, expertise, costs, and profits. While the joint venture opens the doors to new opportunities, it also increases the risk of liabilities and losses. Therefore, at Cea Legal, when representing a company in a…
The “midnight clauses” are the clauses of a contract negotiated or simply drafted at the very last minute in a rush to close a transaction. Typical midnight clauses are the dispute resolution clauses (e.g., arbitration clauses and choice of forum ones) and the choice of law clauses. When faced with a lawsuit, paying little or no attention to these clauses…
In closely-held businesses, a few unfortunate prospective events need to be addressed from the outset to be prepared when and if they occur. What happens in the event of death, disability, retirement,or termination of one of the partners? At Cea Legal, our role as business attorneys is to share with our clients the automatic consequences of certain events unless dealt…
A franchise is a very popular and attractive business relationship between an established company seeking to monetize on its brand reputation (the “Franchisor”) and a new player that wishes to enter a specific market (the “Franchisee”) leveraging on the expertise of the Franchisor. Three elements generate a franchise relationship, whether the parties involved are aware or not: Franchisor’s trademark is…
A bridge loan is a short-term financing tool meant to furnish immediate and crucial cash flow until permanent financing is secured. This occurs often when traditional lenders might be reluctant to grant the funding unless the loan is secured by high-value assets used as collateral. On the other hand, however, before completing the purchase, a proposed buyer might be in…
Protecting your brand is fundamental when entering any market and for the success of any business: (1) your brand is the first thing that the customer sees when buying a product or a service, (2) you want your brand to be recognized over other competitors’ brands, and (3) the more your business grows, the more valuable your brand is, making…