Category Archives: Attorneys

Five Stubbs Alderton & Markiles’ Attorneys Listed as 2016 Southern California Super Lawyers

Stubbs Alderton & Markiles, LLP is proud to announce that five of their attorneys have been listed in the 2016 Southern California Super Lawyers edition.  Congratulations to Scott Alderton, Joe Stubbs, Kevin DeBré, Tony Keats, and Michael Sherman.

What is Super Lawyers? Super Lawyers is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high-degree of peer recognition and professional achievement. The selection process includes independent research, peer nominations and peer evaluations.  To view the digital publication, click here.

A little bit more about the attorneys:

Scott_AldertonScott Alderton – a founding partner of the Firm, Managing Partner, and a member of the Firm’s Executive Committee.  Scott is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group and chair’s the Firm’s Interactive Entertainment and Video Games Group.  Scott advises both public and private clients across a number of industries, including technology, manufacturing and distribution of goods in commerce, finance, the Internet, interactive video games, and new media industries.

Joe_StubbsJoe Stubbs –  Joe Stubbs is a founding partner of the Firm, and a member of the Firm’s Executive Committee.  He is co-chair of the Firm’s Venture Capital and Emerging Growth Practice Group, and of the Firm’s Mergers and Acquisitions Practice Group.  Joe practices in the areas of corporate and securities law, emphasizing the corporate representation of both publicly-held and privately-held emerging growth and middle-market companies, venture capital and private equity firms, angel investment groups and investment banks.  He acts as outside general counsel to numerous emerging growth and technology companies, advising on a wide range of legal and strategic issues at all stages of their evolutionary path.  He particularly concentrates on advising companies in preparing for and successfully completing their angel, venture capital, private equity and debt financing transactions, their merger, acquisition and divestiture transactions and their initial and follow-on public offerings.  He also serves as outside general counsel to various publicly-held companies, providing advice on all aspects of their business activities, including securities law compliance and corporate governance matters.  His experience also includes corporate partnerships, restructurings and technology licensing.

Kevin_DeBreKevin DeBré – Kevin D. DeBré is the chair of the Firm’s Intellectual Property & Technology Transactions Practice Group.  Kevin advises entrepreneurs and companies that use intellectual property to build their businesses.  Kevin has particular expertise in structuring and negotiating technology commercialization and patent licenses, strategic alliances, research and development collaborations, trademark licensing and brand merchandising agreements and manufacturing, distribution and marketing arrangements.  He also counsels clients on compliance with data security and privacy laws and regulations.  Kevin is a business lawyer, a registered patent lawyer and a former engineer.  He focuses on representing software companies, semiconductor design firms, mobile commerce businesses, e-commerce enterprises, electronics and hardware manufacturers, media companies, content developers and publishers, biotechnology companies and medical device manufacturers both in the United States and abroad.

Tony-Keats-v2Tony Keats – Tony Keats is a partner of the Firm and Co-chair of the Trademark and Copyright Practice Group. He was a founding partner of Keats, McFarland & Wilson LLP, in Los Angeles, and intellectual property practice team leader for the national law firm Baker & Hostetler. Tony’s almost three decade legal career has focused on both the legal and business protection of brands and creative content from consumer products to entertainment, from designer goods to the Internet. Since he commenced practice, he has provided counsel and has litigated cases on behalf of many of the world’s largest consumer product and entertainment companies, as well as individual entrepreneurs, actors, and musicians. Tony’s litigation background also includes related commercial matters involving unfair competition, contract disputes, rights of publicity violations, business torts, domain name infringement, and idea submission claims. Tony developed intellectual property protection programs for some of the largest entertainment properties in Hollywood history.

Michael_ShermanMichael Sherman – Michael Sherman is a Partner of the Firm and Chair of the Business Litigation practice group.  Michael is an accomplished trial lawyer in high-stakes, “bet-the-company” litigation, and has represented both large and early-stage companies as well as entrepreneurs in all facets of business and complex commercial litigation. He has evenly split his litigation practice on both the plaintiff and defense side of cases, has first-chaired numerous trials in complex matters in industries as varied as energy, securities, healthcare, environmental, consumer products, technology, project development/finance, advertising, real estate and apparel, and is highly skilled in class actions and unfair competition law. Michael’s trial skills and courtroom success resulted in his being named several years ago to the “Top 100 Lawyers” in California list, published by the Daily Journal newspaper chain. He has consistently been named to “Best Lawyers in America”.  Michael has been recognized as a leading trial lawyer by his peers and featured in the press for some of his significant victories on behalf of clients. He is a recent past president of the Los Angeles Chapter of the Association of Business Trial Lawyers. He is a frequent speaker and writer on business litigation and trial advocacy.

For more information about Stubbs Alderton & Markiles, contact Heidi Hubbeling at hhubbeling@stubbsalderton.com or (310) 746-9803.

SAM ALERT: FEDS TAKE ACTION AGAINST TRADEMARK PROTECTION SCAMS

Trademark RegistrationClients have received unsolicited official-looking mail notifications offering to register their trademarks with various international registries or to have additional trademark protection work done by the soliciting company. The notices often require the trademark holder to pay thousands of dollars for the promised services. As set forth in a federal grand jury indictment unsealed on Wednesday, January 20th, two individuals in Los Angeles, Artashes Darbinyan and Orbel Hakobyan doing business as Trademark Compliance Center and Trademark Compliance Office, were indicted for mail fraud and aggravated identity theft in addition to other related crimes.

The sophistication of these frauds is outlined in detail in the indictment including use of call-answering and mail-forwarding services in multiple cities in California and the Washington,D.C. metro area; setting up these accounts under false names; setting up banking accounts under false names with at least one account transferring funds to a gold dealer, and use of VoIP phone lines which are harder to detect. The indictment is seeking forfeiture of at least $1,850,000 of illegal proceeds in addition to other penalties.

If you receive these types of unsolicited offers and before signing up for such trademark protection services or a listing in a trademark directory, please contact SAM’s trademark and copyright attorneys (818) 444-4500 or info@stubbsalderton.com.

Stubbs Alderton & Markiles Assists Colle Capital Partners I, L.P. with Fund Formation

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Stubbs Alderton & Markiles, LLP recently completed the formation of Colle Capital Partners I, L.P., a $20M global, opportunistic, early stage technology venture fund.  Managers have completed deals in various verticals and across all capital structures. They pay special attention to data. Virtually all of their deals have intrinsic relationship with data as they believe that data will drive future growth for all of their companies.

SAM Partner Jonathan Friedman served as lead counsel in connection with the formation of the fund.  For further information on SAM’s fund formation practice, please contact Jonathan Friedman at (818) 444-4514 or jfriedman@stubbsalderton.com.

SAM Partner Anthony Keats listed in the World Trademark Review as one of “The World’s Leading Trademark Professionals”

Tony-Keats-v2Stubbs Alderton & Markiles’ Partner Tony Keats was mentioned in the World Trademark Review’s  2016 list of “The World’s Leading Trademark Professionals.”

The article states: “Anthony Keats has carved a niche for himself in the enforcement sphere, particularly the battle against counterfeiting – he has even co-authored a book on the subject. Having cut his teeth at an IP boutique, he has developed strongly trademark-focused substantive and practical knowledge. His location – the Stubbs Alderton & Markiles office in Santa Monica, colloquially known as ‘Silicon Beach’ – is the perfect platform for his work with start-ups.”

For more information about our Trademark and Copyright Practice, contact Tony Keats at (310) 746-9802 or akeats@stubbsalderton.com.

SAM Client Finny Raises $300k to Help Parents Balance Children’s Device Time

SAM client Finny announced the completion of an initial funding round of $300k that includes participation from Spartan Ventures, Inc. (www.spartanventures.com) and several angel investors.  “We are very excited to be able to support Finny — a socially responsible and quite frankly, necessary tool for the benefit of our most prized possessions — our children,” said Reg Lapham, Spartan’s President. Finny’s parental engagement platform is the first mobile solution that turns screen time into learning moments. An increasingly valuable need as research continues to prove that device addiction is causing serious academic, social, and medical issues that are affecting today’s youth.

Targeted to 7-14 year olds, Finny monitors unproductive device usage and interrupts by triggering a custom quiz. Whether reinforcing traditional academic subjects or introducing new topics, the content library contains over 15,000 questions across a range of categories (Math, Science, Current Events, etc.). Through a comprehensive dashboard, parents can customize settings, receive real-time report cards, and gain visibility into their child’s device usage.

“This is the perfect tool to engage with your child and improve mobile habits.”
– Professor Eric Curcio, MD UCLA Pediatrics

The company, based in Santa Monica, California, intends to use the funds for continued product enhancements while igniting marketing efforts. They are focused on building out a powerful influencer network to drive awareness and legitimize messaging. Currently available for download on Google Play and with iOS scheduled for early 2016, Finny is ready to begin driving change by making device usage productive.

Follow along and join the movement, as everyone’s participation is important to combat the magnitude of the problem.

SAM Partner Louis Wharton represented Finny in this transaction.  For more information about our Venture Capital & Emerging Growth practice, contact Louis at (818) 444-4509 or lwharton@stubbsalderton.com

SAM Partner Tony Keats Featured Speaker at Miami’s Art Basel Show

Tony Keats Art Basel

Tony Keats, Co-Chair of SAM’s Trademark & Copyright Group, addressed fine artists during the preeminent national modern art show, Art Basel, in Miami on December 1st.  Tony was invited to speak by Golden Art Colors, one of America’s leading supplier of paints and materials, to fine artists on the topic of artist’s copyrights and Rights of Publicity on the Internet.

For more information about SAM’s Trademark & Copyright Practice, contact Tony Keats at akeats@stubbsalderton.com or (310) 746-9802.

Stubbs Alderton & Markiles, LLP Featured as One of the 25 Top Boutique Law Firms in California by the Daily Journal

Supplement 10-14-15 LDJ TBFURN101415Stubbs Alderton & Markiles, LLP is proud to announce that we have been selected as one of the top 25 boutique law firms in California by the Daily Journal in their October 2015 “Top Boutiques” supplement. Only two firms were selected whose practice is primarily business and technology law.  The term “boutique” is assigned to a law firm of any size where at least 90 percent of the firm’s attorneys devote 100 percent of their practice to one specialty.

Stubbs Alderton is a business law firm with a niche in emerging growth and technology. We handle public securities, mergers and acquisitions, entertainment, intellectual property and brand protection while representing Southern California businesses from venture-backed emerging growth companies to midsize and large companies involved in technology, entertainment, video games, apparel and medical devices.

Stubbs Alderton & Markiles, LLP also sets itself apart with our innovative business model which includes SAM Venture Partners, SAM Development Company, Preccelerator Program, and its joint venture FlashFunders.

We take great pride in fostering growth in the Los Angeles startup eco-system.

To read the full article, click Stubbs Alderton DJ2015 Top Boutiques.

For more information, contact:

Heidi Hubbeling
Director of Marketing
Director of Operations, Preccelerator Program
(310) 746-9803
hhubbeling@stubbsalderton.com

Startup Formation – 4 Points to Consider When Deciding to Form Your Startup as a California or Delaware Corporation

Tim PoydenisTim G. Poydenis is an associate of the Firm and was formerly an associate of Stradling Yocca Carlson & Rauth, P.C. in Santa Monica.  Prior to Stradling, Tim was an associate and baseball sports agent at Beverly Hills Sports Council. Tim’s practice focuses on corporate matters, including venture capital financings, mergers and acquisitions, private equity transactions and general corporate and business matters.  Tim also advises emerging growth and development stage companies on entity formation, corporate governance and day-to-day corporate matters.

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A preliminary (legal) question that startup companies typically want answered is where they should form their startup entity.  With the rise of “Silicon Beach” in the LA market, this question often arises in the context of whether a company that has set up shop in LA should form a California or Delaware corporation.[1]  There are several items to consider in answering this question and while there is often no “right” or “wrong” answer, here are four common discussion points.

  1. Certainty in Law:

The Delaware General Corporation Law (“DGCL”) is a current and internationally recognized corporation statute that is frequently updated to account for new legal and business developments.  In addition, Delaware has well-developed case law that has been authored by top judges in the field.  Aside from the readily apparent benefits of the foregoing (e.g., a corporation being able to guide its formation and activities consistent with the DGCL and developed case law), litigation related to a Delaware corporation’s corporate activities is often less likely to occur than with a California corporation as the DGCL and past Delaware case law likely already address a substantially similar dispute or issue that may arise (and thus litigation may be unnecessary).  Accordingly, Delaware edges out California with regard to this point.

  1. Investor and Buyer Preference:

Whether it is early in a startup’s evolutionary path with raising money from friends and family, late round financings, or an eventual exit, potential investors and buyers typically prefer that a company be formed as a Delaware corporation. Delaware is preferred for many reasons that include, but are not limited to: the DGCL is an internationally recognized business corporation statute that is updated regularly; there is well-developed case law analyzing various provisions of the DGCL; the Delaware Court of Chancery is considered by many to be the leading business court; and, simply put, most investors and buyers are more comfortable with a Delaware corporation since they are likely accustomed to seeing Delaware corporations in transactions rather than California corporations.  As a result, potential investors and/or buyers may require that a California corporation convert to a Delaware corporation as a condition precedent to the funding of an investment or a closing of an acquisition.  Although the conversion mechanics are not overly burdensome, it is often better to have a Delaware corporation from the outset to avoid additional hurdles and/or action items to process that may later delay the closing of a needed financing or pending acquisition.

  1. Efficiency of the Secretary of State:

The Secretary of State of the State of Delaware is generally thought of as the most efficient secretary of state in the US.  From same-day filings, to expedited one-hour or two-hour filings, to a customer friendly and knowledgeable support staff, the Secretary of State of the State of Delaware takes away many of the (potential) miscues or headaches associated with transactions that may result from requests directed at the applicable secretary of state.  This is not to say the Secretary of State of the State of California does not offer similar services and expertise (which it does), but the general consensus is that the reliability and speed of the Secretary of State of the State of Delaware is preferred.

  1. “Quasi California Corporation

Notwithstanding the fact that a corporation may be formed in Delaware, a Delaware corporation may be subject to certain provisions of the California Corporations Code (the “CCC”).  Section 2115 of the CCC provides that certain provisions of the CCC may apply to a foreign corporation (e.g., a Delaware corporation) if certain factors are met.  One of the factors set forth in the CCC is an assessment of whether more than one-half of the outstanding voting securities of a corporation are held of record by persons having addresses in California, which is often the case with Silicon Beach startups.  This is not to say that a California-based company should incorporate in California if the factors of Section 2115 of the CCC will be met, but this is just another item to consider when determining the appropriate state of formation.

                As highlighted above, there is often no “right or “wrong” answer when it comes to picking the appropriate state of incorporation, but there are many items to discuss (well beyond the 4 highlighted above) with your business, legal and/or tax advisors.

[1]               Please note that the discussion points in this article are limited to Delaware and California corporations.  Information regarding additional jurisdictions and/or entity types available upon request.

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This article is intended for informational purposes only and does not constitute legal advice.   For more information regarding your legal needs, contact Tim Poydenis at tpoydenis@stubbsalderton.com or (818) 444-4547.

SAM Client HelloTech Raises $12.5M Series A to Expand Its In-Home Tech Support

 

HelloTech PicStubbs Alderton & Markiles, LLP announced today that it assisted client HelloTech with its $12.5 Series A Financing to expand their in-home tech support.  The funding was led by Madrona Venture Group with participation from Upfront Ventures, CrossCut Ventures, and Accel Partners.  HelloTech closed their $4.5M seed funding in February, bringing their total raise to $17M.

HelloTech is a new on-demand tech support service provided by our fully-vetted team of techs. Each HelloTech Hero is hand-selected, background-checked and completes a variety of tests and assessments. In addition to a complete range of tech support services, we also provide new technology consultation and training. We not only fix problems, we educate and help architect a home’s tech eco-system.

In today’s world of connected devices and the Internet of Things, our mission is to make the newest in technology available and understandable to all. We’re making technology in the home simple.

SAM attorneys Ryan Azlein, Scott Alderton and Caroline Cherkassky represented HelloTech in this transaction.

To view the TechCrunch article, click here.

For more information about our Venture Capital & Emerging Growth practice, contact Ryan Azlein at razlein@stubbsalderton.com or (818) 444-4504.

Business Law Breakdown – FCC Issues Guidance for Companies Promoting Apps via Text Message

Nick-Feldman-smNick Feldman’s practice focuses on corporate transactions, including mergers and acquisitions, dispositions, private equity transactions and general corporate matters for both public and private clients, focusing on middle-market and emerging growth companies. In addition, Nick counsels companies in connection with entity formation, corporate governance, federal and state securities laws and compliance, joint ventures, employee incentive plans, executive employment agreements and other executive compensation matters. Nick also serves as an Adjunct Professor at Loyola Marymount University, where he lectures on media law topics.

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Text message promotions have long been touted as a marketing jackpot for mobile applications due to their high open rates and short click-path to download—look no further than companies like Lyft for success stories. However, refer-a-friend invitations have also come under fire for violating the Telephone Consumer Protection Act (the “TCPA”), a law originally implemented to crack down on invasive telemarketing. Class action lawsuits that successfully establish that individuals received unsolicited text messages could result in penalties of up to $1,500 per text message.

On July 10, 2015, the Federal Communications Commission released a Declaratory Ruling and Order clarifying portions of the TCPA. In response to petitions from app-based service providers TextMe and Glide, the FCC set out best practices for companies utilizing text message promotions. In doing so, it established that the app user, not the company, may be responsible for initiating the text message in certain scenarios, opening the door for wider use of refer-a-friend text message promotions.

In order to comply with the TCPA, the FCC determined that companies must satisfy a balancing test which requires some direct connection between a person or entity and the sending of the text message. Specifically, the test examines who took the steps necessary to physically send the text message and whether another person or entity was so involved in sending the text message as to be deemed to have initiated it.

Pursuant to the FCC’s 2013 DISH Declaratory Ruling, persons or entities that merely have some minor role in the causal chain that results in the sending of a text message generally do not take the steps necessary to physically send such a text message, and thus are not deemed to “initiate” the text message.

In the case of TextMe, the app’s users invited friends to use the service via text message by engaging in a multi-step process in which the users had to make a number of affirmative choices.  First, they were required to tap a button that read “invite your friends.” They were then able to choose whether to invite all their friends or individually select contacts, and finally they were prompted to send the invitational text message by tapping another button.

The FCC determined that, to the extent that TextMe controlled the content of the advertising message, the company might be liable under the TCPA. Despite that cause for concern, however, the TextMe app users’ choices and actions caused the user to be so involved in sending the text message as to be deemed its initiator. For that reason, TextMe’s invite flow was deemed not to violate the TCPA.

TextMe’s practices contrasted with those of Glide, which sent text message solicitations automatically to all of its app users’ contacts unless a user affirmatively opted out. In that scenario, the FCC determined that Glide initiated the text messages because the app user played no role in deciding whether to send the invitational text messages, to whom to send them, or what to say in them.

Ultimately, not all app providers are exempt from liability under the TCPA. In light of the FCC’s guidance, a company that desires for its users to send text message invitations to their contacts should require the user’s affirmative consent with respect to (1) whether to send a message, (2) who the message is sent to, and (3) when the message is sent. To further limit potential liability, the company should allow the user to determine or modify the language of the invitation message.

It is also worth noting that FCC’s declaratory rulings are not binding on trial courts, but are instead interpreted as persuasive authority. However, due to the limited amount of case law interpreting the TCPA, FCC opinions like this one are the primary source of guidance as to how companies should comply with the law.

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For more information about services for your legal needs, contact Nick Feldman at nfeldman@stubbsalderton.com or (818) 444-4541.