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Practical Law and F&N Collaborate on Form Convertible Note

Posted by on May 4, 2015 in Featured | 0 comments

Practical Law and F&N Collaborate on Form Convertible Note

F&N was invited by Practical Law Company to author an article on convertible notes as a tool for early-stage financings. The result is a simple form with explanations that help early-stage companies and their attorneys start to think about fundraising. The article is available here: Convertible Note (Early-stage Company Financing)

F&N Represents GJP Management Company in Asset Sale to Halstead

Posted by on Sep 2, 2014 in Blog, Featured, News & Resources, Uncategorized | 0 comments

F&N Represents GJP Management Company in Asset Sale to Halstead

F&N represented Gerard J. Picaso Inc., a midsize New York management company in its sale to New York city real estate firm, Halstead Management.  The sale was structured as an asset sale of substantially all of GJP’s assets and both the principals of GJP will continue to manage buildings at Halstead.   F&N provided the sellers with all legal advice concerning the sale, including corporate advice relating to the asset purchase agreement, tax structuring as well as employment advice.  For questions relating to asset sales or other types of corporate transactions resulting in the acquisition, disposal or divestiture of corporations or partnerships, please contact Esther Farkas at efarkas@farkasneurman.com

More information can be found at: http://www.multihousingnews.com/news/halstead-management-company-adds-gerard-j-picaso-inc/1004106741.html

F&N Represents Developer in $3M Initial Offering

Posted by on Jul 15, 2014 in Featured, News & Resources | 0 comments

F&N Represents Developer in $3M Initial Offering

Farkas & Neurman, PLLC represented Flushing Avenue Partners, LLC in connection with its $3 million initial offering.  The proceeds of the offering are to be used to purchase parcels in the emerging neighborhood of Flushing in Brooklyn with the intent to rezone the parcels and develop them with large, luxury residential units in this fast growing area.  The offering consisted of the sale of LLC interests to accredited investors in a Rule 506 offering.  The transaction closed in June 2014.

 

F&N Represents Scout Ventures in SeedInvest Series A Round

Posted by on Apr 26, 2014 in Featured, News & Resources | 0 comments

F&N Represents Scout Ventures in SeedInvest Series A Round

F&N represented Scout Ventures in its investment in the Series A Round of SeedInvest, the equity crowdfunding platform based in New York that helps other startups raise funding.  As part of this round, Bradley Harrison, managing partner at Scout Ventures, is joining SeedInvest’s board.

For more information check out:

http://techcrunch.com/2014/04/14/seedinvest-raises-series-a-on-its-own-crowdfunding-platform-2m-committed-so-far/

Clearing and Protecting Your New Name

Posted by on Mar 25, 2014 in Blog, Portfolio | 0 comments

Clearing and Protecting Your New Name

Choosing the name of your business, or the name of your business’ principal product or service, can be one of your new company’s most important and lasting decisions. The name you adopt in your nascent stages may form the foundation for your brand, to which you may end up devoting significant resources in building consumer recognition. To the extent that any name (or, for that matter, any distinctive phrase, slogan, logo, symbol, design, color, or other device) that you adopt distinguishes the products or services you offer to the public from the products or services of others, such name or device may function as a key trademark or service mark (a “Mark”) of your company.

You might assume that your chosen name is available for use or registration because, for example, the corporate name was deemed available when registering with the relevant Secretary of State or because the name did not appear in a search of the U.S. Patent and Trademark Office (the “PTO”) online database. In fact, your proposed name’s availability for purposes of a given state’s incorporation process typically has little bearing on its availability for use as a Mark. Nor does the absence of a third-party registration for your exact name necessarily determine its availability as a Mark.

In the United States, generally, an entity obtains rights in a given Mark, in a given region, in connection with given goods or services, based on that entity’s commercial use—not registration—of such a Mark. Accordingly, based on your use of your Mark alone, you may be in a position to bring claims against others who make later commercial use of “confusingly similar” Marks (that is, not only identical Marks but also any similar Marks that are likely to cause the relevant consuming public to be confused, mistaken, or deceived about the origin of goods or services or about the association, affiliation, or authorization of a use). Conversely, third parties may be able to take action against you, should you make commercial use of a name confusingly similar to a Mark in which they have established rights.

For these reasons, to adopt a new name or Mark with confidence, we encourage thinking about the process in two phases—clearance and prosecution—as follows:

The Clearance Phase. Conducting a search of existing Marks prior to adoption or use of your new name may reveal potential conflicts and facilitate modifications early on. Clearance is an important element of a strategy to minimize liability. Indeed, some courts have even found that failure to conduct a search before adopting a Mark can, under certain circumstances, support a finding of bad faith, subjecting the adopter to enhanced damages for willful infringement. Given the challenges of informally searching for Marks that are not only registered, but also in use, and not only identical, but also confusingly similar, practitioners often recommend commissioning an outside information services company to conduct a more formal “full search.” A full search is an often lengthy report identifying potentially conflicting registrations and applications as well as Marks in use at “common law,” as evidenced by searches of numerous sources and databases. An attorney may then review those full search results, often exploring certain references in greater detail. In specific cases, references may require more extensive investigations, sometimes conducted by outside agencies, to help resolve questions about the nature, scope, or history of a third party’s use. Given that the full search process tends to be somewhat involved, attorneys sometimes recommend conducting a preliminary or “knockout” search prior to proceeding with the full search. A knockout search might reveal more easily-identified identical or virtually identical third-party Marks, potentially rendering unnecessary a more expensive full search. In any case, skillfully-conducted clearance should assist in developing a strategy for both use and, if appropriate, registration.

The Prosecution Phase. In the event that your name is deemed reasonably available for registration, and assuming no significant barriers to registration exist on “absolute grounds” (e.g., descriptiveness, usage as a surname, deceptiveness), you may wish to apply for a federal trademark registration with the PTO. Prosecuting an application involves, in addition to paying designated fees and satisfying other PTO requirements, demonstrating to the PTO that you are using a sufficiently distinctive Mark, not confusingly similar to existing registrations or prior applications, in interstate commerce, and in connection with the goods and services for which you apply. (Although it should be noted that, even if you have not yet initiated use of your Mark, it may be possible to apply for your Mark on an “intent-to-use” basis.) Should you successfully obtain a federal registration, the PTO will in future years require you to make certain filings and pay certain fees to renew and maintain your registration.

A federal registration is not necessarily required to establish trademark rights (because, as noted above, trademark rights in the United States may arise from mere use in commerce of your Mark); however, obtaining a registration on the PTO’s Principal Register provides several advantages, such as:

(a) a legal presumption of your ownership of the Mark and your exclusive right to use your Mark nationwide in connection with the goods and services listed in your registration,
(b) constructive notice to the public of your claim of ownership in the Mark,
(c) the right to use a federal registration notice, such as the “®” symbol, in connection with your use of the Mark (which may preclude a innocent infringement defense),
(d) the potential to deter third parties from using or applying for a similar Mark for a related good or service (and the potential, in the event any such third party anyway applies for a registration, that the PTO will refuse their application),
(e) a basis to obtain registrations for the Mark in certain foreign countries, and
(f) the ability to record the registration with the U.S. Customs and Border Protection Service to prevent importation of infringing foreign goods.

The registration process can take time, particularly if it is necessary to overcome “Office Actions” from the PTO initially refusing registration or oppositions filed by third parties objecting to registration of your Mark. In the end, however, a proficiently-prosecuted application may result in a registration that proves a key component of your brand and a valuable asset of your business.

Farkas & Neurman regularly assists and advises clients as to evaluating, clearing, and registering Marks. Should you have any questions regarding the implications of adopting a particular name or Mark, or if you would like to discuss clearing or prosecuting your new name or Mark, please feel free to contact us at hello@farkasneurman.com.

© 2014 Seth Shelden

Creative Commons Attribution-NonCommercial-NoDerivatives 4.0 International License.

Clearing and Protecting Your New Name by Seth Shelden is licensed under a Creative Commons Attribution-NonCommercial-NoDerivatives 4.0 International License.

F&N Assists Scout Ventures In Taking Advantage of General Solicitation Rules

Posted by on Feb 10, 2014 in Featured, News & Resources | 0 comments

F&N Assists Scout Ventures In Taking Advantage of General Solicitation Rules

F&N Client Scout Ventures has announced that it will be taking advantage of the new general solicitation rules under the JOBS Act to raise a target total of $35 million in additional investments for two of Scout’s existing funds. F&N advised Scout with respect to the issues related to the increased fund sizes as well as the amending of the existing filings with the Securities and Exchange Commission. Scout availed itself of the transition guidance from the SEC for issuers of ongoing capital raises seeking to expand their potential investor base by relying on the new general solicitation rules for offerings that previously were not using any form of general solicitation.  For a related article please see: http://www.altassets.net/private-equity-news/by-news-type/fund-news/scout-ventures.html

F&N Partner Jeff Neurman Invited to Join Influential Securities Regulation Group

Posted by on Sep 27, 2013 in Featured, News & Resources | 0 comments

F&N Partner Jeff Neurman Invited to Join Influential Securities Regulation Group

Farkas & Neurman founding partner Jeff Neurman has been asked to serve on a three year term of the New York City Bar Association Securities Regulation Committee.  The Securities Regulation Committee focuses on current legal and policy issues relating to securities regulation, as well as securities markets and industry participants. Committee members are drawn from law firms, corporations, investment banks, institutional investors, government agencies and academia, and represent diverse viewpoints and legal practices. The Committee is active in commenting on rule proposals by the Securities and Exchange Commission (SEC), the Public Company Accounting Oversight Board and the Financial Industry Regulatory Authority and has most recently commented on multiple SEC proposals to implement the Jumpstart Our Business Startups Act of 2012 (JOBS Act).  For a list of recent reports see the following link:  http://www.nycbar.org/securities-regulation

F&N Represents Unite US in $2M Seed Round Capital Raise

Posted by on Sep 11, 2013 in News & Resources | 0 comments

F&N Represents Unite US in $2M Seed Round Capital Raise

F&N is proud to announce that it represented Unite US in the $2M seed round capital raise from a number of private investors that closed earlier this summer.  Unite US is a New York-based startup founded by three members of the Armed Forces with a goal of helping veterans better connect with public and private agencies designed to help them transition to civilian life, and to build a community that can help with post-service careers and more.  The capital raise and the mission of Unite US has already garnered the attention of the tech community: http://techcrunch.com/2013/08/21/unite-us-raises-2m-in-seed-funding-to-help-build-a-community-and-online-resource-for-armed-forces-veterans/

Seth Shelden

Posted by on Mar 24, 2013 in Attorney Bios | Comments Off on Seth Shelden

 

 

 

 

 

347.470.4596*
sshelden@farkasneurman.com

Seth is of counsel at our firm.  Seth assists a diverse array of companies and individuals, including startup enterprises, in the acquisition, licensing, protection, enforcement, and use of copyrights, trademarks and domain names.  Prior to his association with Farkas & Neurman, Seth spent approximately seven years at the leading international law firm of Skadden, Arps, Slate, Meagher & Flom LLP, as an associate in their Intellectual Property and Technology Group, where his concentrations included intellectual property licensing; intellectual property aspects of corporate transactions; trademark and copyright clearance, acquisition, protection, and enforcement; intellectual property consulting; and copyright, trademark, domain name, patent, and trade secret disputes, administrative proceedings, and litigations.

Seth is currently on leave as a Fulbright Scholar, teaching courses relating to intellectual property law and business law as a Visiting Professor of Law at the University of Latvia.  He also serves as an Adjunct Professor of Law (formerly a Visiting Professor from Practice) at Cardozo Law School, where he specializes in intellectual property transactional issues.  Seth received his J.D. from the University of California, Berkeley, School of Law and his B.A., with Honors and Distinction, from the University of North Carolina at Chapel Hill.

*Please be aware that contacting our attorneys by email does not create an attorney-client relationship between you and our firm. Please do not send us any confidential information unless and until a formal attorney-client relationship has been established.

Esther Farkas

Posted by on Mar 24, 2013 in Attorney Bios | Comments Off on Esther Farkas

 

                                                                                                                                                      347.470.2381                                                                                                                                                     efarkas@farkasneurman.com*

Esther is a founding partner of our firm.  Esther’s practice focuses on assisting small and emerging growth companies from formation through their lifecycles.  Esther has extensive experience working on a diverse range of corporate and financial transactions, including acquisitions and sales of publicly and privately held companies in a wide range of industries; strategic alliances; secured lending arrangements; securities law matters and corporate governance.

After graduating from law school, Esther spent more than seven years at Cleary Gottlieb Steen & Hamilton, a leading New York and international law firm.  Esther has been cited in The American Lawyer in connection with her work on Hewlett Packard’s acquisition of 3Par and in connection with her work on Google’s acquisition of Motorola; The Deal Magazine in connection with her representation of J.Crew in its sale to TPG; and on the Harvard Corporate Governance Blog in connection with an article she co-authored on corporate governance matters.

Esther received her J.D. with honors from the University of Michigan Law School, where she worked as an Articles Editor of the University of Michigan Law Review and her B.A. cum laude from Duke University.  Esther is bilingual in Hungarian and English.

*Please be aware that contacting our attorneys by email does not create an attorney-client relationship between you and our firm. Please do not send us any confidential information unless and until a formal attorney-client relationship has been established.