The Internet continues to have a profound impact on the way the world does business, providing opportunities for start-ups and established companies alike. For some, the Internet means inventing an entirely new industry or an entirely new model for doing business within an established industry. For others, the Internet means creating new and better tools for interfacing with customers, suppliers, and other members of the organization. Yet the very factors providing opportunity---the global nature of the Internet and the rapid change of technology---also present obstacles and dangers. Using our always-present multidisciplinary approach, Flaster/Greenberg helps clients to prosper in this exciting marketplace.
Business Services
Our attorneys have the expertise and experience to provide the complete range of corporate services to your e-commerce business. These range from choosing the right legal entity for a start-up business - whether than means a limited liability company, an S corporation, a C corporation, or otherwise - to guiding the mature company through complex mergers and acquisitions, to formulating management and capitalization structures that make sense for your business, to handling a full range of internal and external financing options. The goal of our corporate services is to position your business for maximum growth and flexibility. We provide all of the corporate services required by any business, and then add the specialized services required for e-commerce.
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Protecting Your Intellectual Property
The intellectual property of the e-commerce business is often its most valuable asset. Attorneys in our Intellectual Property (IP) Practice help your company to secure, protect, develop, and exploit its existing intellectual property, and proactively seek ways to create new intellectual property rights arising from new business methods or concepts. We aggressively protect the information of our e-commerce clients through targeted confidentiality and non-disclosure agreements, and protect from the actions of former employees through restrictive covenants tailored for the client's business. We handle all U.S. litigation as well as all U.S. and foreign trademark, patent and related filings through in-house capabilities and key relationships with a global network of foreign intellectual property attorneys.
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Licensing
If the intellectual property of an e-commerce company is its most valuable asset, then negotiating and crafting licensing agreements is often a key function of the e-commerce attorney. Before putting our fingers to the keyboard, we ensure that we understand the business motivations underlying the license agreement, whether to acquire complimentary technology, develop distributions systems for existing technology, create business partnerships, or generate cash flow. We understand that as the technology industry changes so rapidly, licensing agreements must be flexible and adaptable - the contract that was satisfactory three years or three months ago may not be satisfactory today. We are constantly working to develop new licensing models appropriate for the changing businesses environment.
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Creating the Right Contracts
Beyond licensing agreements, the typical e-commerce business often differs from its traditional counterpart in the number of alliances it creates with other businesses, the importance of these alliances, and the speed with which they change. The e-commerce business is, in many cases, like the hub of a wheel, with spokes (contracts) connecting it to a multitude of outsourced services and business partners. We understand the importance of these relationships and the need to deal with them through flexible and creative contracts. Among others, the e-commerce business may require:
- Web Site Development and Hosting Agreements
- User and Customer Terms and Conditions
- Restrictive Covenants and Non-Disclosure Agreements
- Employee Contracts and Benefits Plans
- Shrink-Wrap Agreements
- Barter Agreements
- Web Site Privacy Policies
- Marketing Agreements
- Partnership and Joint Venture Agreements
- Co-Branding Agreements
- Software Warranties and Disclaimers.
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Reducing Your Taxes
Expert tax planning and advice is a core competence at Flaster/Greenberg, and effective tax planning - legitimately keeping more of your company's wealth working for the business - is a thread that runs through everything we do. Frequently, the e-commerce client has the choice of more than one vehicle to achieve a desirable business outcome. Making the right choice can mean the difference between conserving sorely needed funds for the business or paying the government. Our attorneys are trained to understand the complexities of the Federal and State tax codes, not only how they impact the business itself, but also the ultimate owners.
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Government Regulation
Like it or not, the Federal and State governments currently regulate some aspects of Internet commerce and will likely increase regulation in the future. Examples include:
- Internet banking and brokerage services are already regulated. Increasing regulation is likely as e-money begins to move more freely.
- New legislation will spawn enormous growth in the use of electronic signatures.
- Like their bricks-and-mortar counterparts, Internet retailers are likely to become liable to collect state sales and use taxes.
- Tele-medicine and tele-pharmacy industries are subject to an elaborate web of government regulation relating to such issues as health care licensure, third-party reimbursement, confidentiality, and self-referral.
- Lotteries and other games of chance frequently used by web sites are already subject to regulation by the Federal Trade Commission.
- Ensuring the privacy of Internet usage will prove to be a political issue too strong to resist.
- Laws aimed at child pornography and other anti-social uses of the Internet often cast a surprisingly wide net.
- Business opportunities marketed over the Internet will gain increasing scrutiny from franchise regulators.
- Business opportunities marketed over the Internet will gain increasing scrutiny from franchise regulators.
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Integration of Legal Services
The needs of the e-commerce business are almost never confined to a single area of legal expertise. Instead, these needs span multiple practice areas, and the mix of areas required may change with the business over time. At many "mega law firms," the client is expected to absorb the costs and endure the delays associated with explaining the business or transaction to multiple lawyers, each with a narrow sub-sub-specialty. In contrast, our attorneys are expected to be able to navigate through multiple areas of the law, calling on specialized expertise when required. For the e-commerce client, this integrated approach to the practice of law means faster and more efficient service, a flat and transparent management structure, and more personal representation.
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Technology that Works for You
Just as technology is changing the face of the worldwide economy, it offers new opportunities for the efficient delivery of legal services. Technology is not and never should be an end in itself. But at Flaster/Greenberg we are prepared to use the level of technology expected by the client and appropriate to the services required. Transmission of and collaboration over legal documents via e-mail should be viewed as routine in today's legal environment. The lawyer should be willing and able to deliver electronic templates that can be used judiciously by clients without further lawyer cost.
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