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Questions Answered by Robert Philip Cogan

1 Answer | Asked in Mergers & Acquisitions for California on

Q: Are there instances where I as the founder of a company could still run the company if it gets acquired? Would that have

to be written into the acquisition paperwork?

Robert Philip Cogan answered on Nov 27, 2017

There are many such instances. In some cases, the acquirer will not even buy the company unless the founder stays. Merely writing it into the paperwork does not mean that you will achieve your objectives. You need to have a detailed understanding with the acquirer. Just saying "running the company"... Read more »

1 Answer | Asked in Business Formation, Business Law and Contracts for California on

Q: I invested £196k into my business. Expensed from personal account in UK. US account now open. Need to include as capital

I invested £196k into a business that I have set up in the USA. I have recently opened a US bank account for the business. All of the transactions were made from a UK account. I need to include the money spent on items as Capital of the company. How do I include this in my operating agreement as I... Read more »

Robert Philip Cogan answered on Nov 22, 2017

This really does NOT look like a do-it-yourself project. You are talking about £196K. Many businesses would find it prudent to consult an attorney.

3 Answers | Asked in Business Formation and Business Law for California on

Q: Looking for a lawyer in my area experienced with working in startups. Will need a letter of agreement. Thank you.

Withdrawing the question, since I "can't solicit an attorney here." Thank you.

Robert Philip Cogan answered on Nov 22, 2017

We cannot solicit here, but you can look attorneys up in the Justia Directory.

Robert Cogan

Continuum Law

619 338-0400

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1 Answer | Asked in Copyright, Entertainment / Sports, Internet Law and Trademark for California on

Q: I'm considering developing an app that will use pictures and voice clips of celebrities. Am I in danger of being sued?

I'll be using photos and audio clips from the internet. I don't want to go through the hassle of trying to get permission if I don't have to but I don't want to get sued. The app will be free and make money from ad revenue. I'm worried that using someones likeness makes them able to claim part... Read more »

Robert Philip Cogan answered on Nov 16, 2017

If you choose the correct celebrity you can expect to be sued. California gives celebrities a "right of privacy." The law generally does not allow violation of rights just because the violator not want the "hassle" of obeying the rules.

2 Answers | Asked in Business Law and Contracts for California on

Q: If someone else applies for a lease contract on business equipment, but I sign it for that person, am I bound to it?

I worked with a business as a consultant, so the applicant said it was fine for me to sign the lease on her behalf, since I was an authorized representative of her business. She wasn’t available to sign. She applied for the lease in her and her business’ name. Now she’s gone, closed down her... Read more »

Robert Philip Cogan answered on Nov 14, 2017

I do not know what thoughts are in the leasing company's head. However, they might feel that you signed the contract so you are a party to it and you are liable. As a practical matter, it looks like you have been left holding the bag. You appear to be the only target that is available to them.... Read more »

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Q: is having access to another businesses top secret data and ways of work illegal?

an employee is willing to give it to me

Robert Philip Cogan answered on Nov 1, 2017

This sort of thing can lead to expensive consequences. Many questions need to be looked at. How did the employee get the data? Is the other company a competitor? What do you want to do with the data? The situation should be reviewed by an attorney in order to evaluate your options.

1 Answer | Asked in Business Law and Employment Law for California on

Q: Hello, I have a shared medical office with another pediatrition. I subleased the office and when i started my practice

when i started my office, I used one of the employee of that offce to work for me, but we never had signed any full time or part time contract. she started charge me full time me as well. she is getting paid full time by other pediatirtion and although her focus is her, still keep charging me full... Read more »

Robert Philip Cogan answered on Oct 24, 2017

It would be necessary to see any agreement you did or did not write. It would also be necessary to see her time sheets. Are you a pediatrician? Even if English is not their first language, people know how to spell their job titles.

See disclaimer at the bottom of the page.

2 Answers | Asked in Intellectual Property for California on

Q: Am I violating this person IP? Theirs - https://patents.google.com/patent/US7624890B2/en Mine- https://goo.gl/ugSPvK

Robert Philip Cogan answered on Oct 23, 2017

This requires legal judgment and a fair amount of time. It is not the sort of question for which a free, crowd-sourced answer should be expected.

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2 Answers | Asked in Business Law for California on

Q: How to draft a non compete, non disclosure agreement for software concepts under development

I have some software concepts, and designs, which I am in the process of patenting/copyrighting. Need an agreement so I can share these ideas with others. How do I draft a non compete, non disclosure agreement. I am in California, and would need to discuss the concept with many individual spread... Read more »

Robert Philip Cogan answered on Oct 23, 2017

Your question indicates that you may not be familiar with the intricacies of what you want to achieve. I have seen many agreements that have been cobbled together by inventors themselves. If the agreements protect the inventor's interest, it is only by accident. Non-competition in California is a... Read more »

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1 Answer | Asked in Banking, Business Formation, Business Law and Contracts for California on

Q: Starting company in Santa Clara CA. Owners are 2, me + Russian lady living in russia. Should we do C or S corp or LLC?

is it better to have both names in company or just 1 of us? Our company would be producing shoes using a third party outside USA and selling them outside USA. Do we (or I) need sellers certificate? If only I start the company should we do LLC, C or S corp? would all the business income be taxed... Read more »

Robert Philip Cogan answered on Oct 20, 2017

An S-corporation is not available for non-US citizens. The other details need to be discussed with an attorney. The information above is sketchy.

1 Answer | Asked in Copyright and Intellectual Property for California on

Q: Clothing company using art without permission of artists who do not have means to hire counsel. Any suggestions?

Company claims over 1 billion dollars in sales last year. Many artists have had their work taken from the internet and used without permission or compensation. Upon being informed, many are opting not to pursue it because they are small artists or even students without means to hire counsel.... Read more »

Robert Philip Cogan answered on Oct 20, 2017

Many cases like this are not feasible. However, with more information, potential approaches could be evaluated. Many California attorneys, myself included, give free initial consultations.

1 Answer | Asked in Products Liability for California on

Q: Can I sue if they put a dirty napkin in my food

Robert Philip Cogan answered on Oct 6, 2017

This is America. People can sue for pretty much anything. Do you feel you would accomplish anything by suing? It could be difficult to prove any damages. Would you consider asking them to give you a free visit to make up for your trouble?

1 Answer | Asked in Employment Law, Business Law and Contracts for California on

Q: I've worked for a pest control company for over 25 years and will soon be starting my own pest control company.

I signed a non-compete agreement with my current employer at the time of hiring and I am wondering how or if this will affect my new company in the following areas:

(1) Can I obtain my operators license and immediately "take" my existing customer base with me to my new company?

(2)... Read more »

Robert Philip Cogan answered on Oct 5, 2017

California does not view non-compete clauses favorably. However, the California Supreme Court will enforce non-competition where the former employee is using proprietary information of the employer to compete. Customer lists can be proprietary information. It is also possible that taking a customer... Read more »

2 Answers | Asked in Business Formation for California on

Q: How soon should I decide whether to make my new business an LLP or not?

Robert Philip Cogan answered on Oct 4, 2017

You should probably decide now. However, it may be prudent to actually form the business entity later. Issues of liability and financing affect when you may want to form the entity, Do you actually know that you want an LLP instead of an LLC, S-Corporation or C-Corporation? This is not a... Read more »

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1 Answer | Asked in Business Law for California on

Q: I want to sell home-made cosmetics online. Is there any regulation or approval I need to obtain?

According to FDA website, it looks like there's no specific approval or certification needed to sell home-made cosmetics, but wanted to double check.

Robert Philip Cogan answered on Sep 28, 2017

The FDA has guidelines which apply to homemade cosmetics. Coloring compounds must be used that are approved by FDA. For online and other types of sales, labeling must be used that complies with the statute. It would be prudent to consult counsel. Trademark and other issues can also arise.... Read more »

1 Answer | Asked in Copyright for California on

Q: can I use images of new york city before 1923?

Robert Philip Cogan answered on Sep 25, 2017

If you mean images published before 1923, most likely you may. However, the question does not show what you have or whether there are additional facts that may have seemed unimportant to you.

If you mean images of the things that existed before 1923, that is a different question and...
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1 Answer | Asked in Trademark for California on

Q: I would like to create a design studio called "Happiness Factory", but Coca-Cola once made an ad with the same title.

Purposes would be very different. They are such a huge company and i fear risking potential misuse of their trademarks.

Robert Philip Cogan answered on Sep 17, 2017

How much money are you investing in the studio? How much money would it cost to defend if Coca Cola started a dispute? How much more would it cost if they actually sued you? How many business days would be totally lost if you had to participate in the dispute? How much money will you save if you... Read more »

1 Answer | Asked in Business Law, Contracts and Employment Law for California on

Q: I own a business but also work for a company. Can the company that employs me hire my company as a vendor?

Robert Philip Cogan answered on Sep 17, 2017

You need to ask the company. This situation falls in the category of conflict of interest. Companies have, or should have, their own conflict of interest policies as to what is allowed. Sometimes the company's customer, e.g., the federal government, determines the policy. Compare the situation to... Read more »

1 Answer | Asked in Intellectual Property and Patents (Intellectual Property) for California on

Q: I would like to patent a 10AA peptide sequence for a spec. application but the sequence is already patented

I found on lens.org that the sequence I want to was already part of the patent of longer AA chains (ex 85). Can I still patent this smaller sequence? thanks

Robert Philip Cogan answered on Sep 15, 2017

It is possible that a sub-sequence could be considered by itself. A claim on this sub-sequence should be non-obvious in view of the long sequence and be useful by itself. The question only provides enough information to say that it appears that consulting IP counsel would be prudent.

1 Answer | Asked in Contracts, Business Formation and Business Law for California on

Q: I lent money to a club promoter from Nevada. The contract is signed and notarized. Where do I sue him? Nevada or CA?

I lent him $6000 on July 3 and he signed a contract stating he would pay me $12000 July 22, which is the date I would meet him in Vegas so he can pay me. He never paid me. On the contract it states that there would be a 15% late fee. The problem is that we agreed on 15% late fee for every day that... Read more »

Robert Philip Cogan answered on Sep 15, 2017

Questions like this cannot be answered without reading the contract. It is likely that a contract would say that the tape recording does not matter. The contract might actually have a clause saying where suit must be brought. Your payback and late fees are not the same as most notes in California.... Read more »

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