Category Archives: Press

SAM Attorney Tony Keats Ranked in World Trademark Review’s WTR1000 2017

World Trademark ReviewJanuary 2017 – Stubbs Alderton & Markiles is pleased to announce that partner Tony Keats has been ranked in World Trademark Review’s WTR1000 2017- The World’s Leading Trademark Professionals. The WTR 1000 is a guide exclusively dedicated to identifying the world’s leading trademark legal services providers. Through an extensive research process conducted by a team of highly qualified, full-time analysts, the publication identifies the leading trademark law firms and individuals in over 70 global jurisdictions.

Nicholas Richardson, research editor for the WTR 1000, explains: “A strong brand is vital to success in today’s intensely competitive and increasingly globalized market. Trademarks are key tools through which businesses can protect the goodwill and reputation inherent in their brands, and build and maintain demand for their products and services. As a result, external advisers play a crucial role in developing and implementing brand strategies for both local and international markets and in protecting these vital assets in the face of infringement. It is thus imperative to choose the best legal counsel and the WTR 1000 serves as an essential guide in today’s brand-focused economy – as well as highlighting the health of the trademark marketplace.”

To full the full press from World Trademark Review release visit here. 

Tony Keats is a partner of the Firm and co-chair of the Trademark and Copyright Practice Tony KeatsGroup. 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. 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.

For more information about our Trademark & Copyright Practice, contact Tony Keats at akeats@stubbsalderton.com

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SAM Partner Scott Galer Featured in SFVBJ Article Regarding Sienna Acquisition

SAM Partner Scott Galer was featured in a San Fernando Valley Business Journal article regarding Sienna’s early acquisition. Scott provided his insight on biotech startup Sienna’s buyout strategy, which he described as a roll up.

The full article in the SFVBJ can be viewed here.

Scott’s practice focuses on counseling private and public middle-market and emerging growth companies in areas of mergers and acquisitions, securities offerings, joint ventures, complex brand and technology licensing and other strategic business arrangements. Scott has expertise in managing a wide variety of corporate and financial transactions, including mergers, stock and asset acquisitions and dispositions, roll-up and spin-off transactions, public offerings (representing both issuers and investment bankers), alternative public offerings, debt and equity financing (representing issuers, lenders and investors), secured lending transactions and financial restructurings.

To find out more about Stubbs Alderton & Markiles’ Mergers & Acquisitions practice contact Scott Galer at sgaler@stubbsalderton.com

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Stubbs Alderton & Markiles, LLP Names New Partner and Senior Counsel

Los Angeles, CA – Stubbs Alderton & Markiles, LLP one of Southern California’s top business law firms, has announced the promotion of two attorneys within its ranks.

Sean Greaney has been promoted to Partner, effective January 1, 2017.  Sean’s practice focuses on corporate transactions, mergers and acquisitions, private equity transactions, and general corporate matters for both public and private clients, focusing on middle-market, emerging growth and development stage companies.  In addition, Sean counsels companies in connection with company formation process, SEC reporting requirements and registrations, federal and state securities laws and compliance, corporate governance issues, joint ventures, employee incentive plans and executive employment agreements.

Caroline Cherkassky has been promoted to Senior Counsel, effective January 1, 2017.  Caroline’s practice focuses on advising emerging growth, development stage, and middle market companies on a variety of matters, including venture capital and other financings, employee compensation, securities laws compliance, technology transactions, corporate governance, and other general corporate matters. She also advises the funds and other investors that invest in these types of companies.

Managing Partner Scott Alderton stated, “It is particularly gratifying to us when we promote from within.  Both Sean and Caroline are very talented lawyers who have consistently demonstrated technical excellence and great client service.  We are proud to welcome Sean into our Partnership and to recognize Caroline’s accomplishments with her promotion to Senior Counsel.”

For more information about Stubbs Alderton & Markiles, visit www.stubbsalderton.com or email info@stubbsalderton.com.

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Scott Alderton Featured in 2016 Reflections Article by SoCalTech.com

scottAll this holiday season, SoCal Tech has been sharing the reflections on 2016 from the Southern California’s technology ecosystem. Here, they have the thoughts of Scott Alderton of Stubbs Alderton and Markiles, LLP.  SAM is a longtime sponsor of Socaltech.com, and represents a wide range of clients, including a significant number of Southern California’s most visible startups.

To read the full article visit here.

Scott Alderton is 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.

To learn more about Stubbs Alderton & Markiles, LLP contact Scott Alderton at salderton@stubbsalderton.com

 

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Two of Stubbs Alderton & Markiles, LLP Attorneys Named to 2017 Best Lawyers® in America List

logo-best-lawyersDecember 2016 — Stubbs Alderton & Markiles, LLP is pleased to announce that two lawyers have been named to the 2017 Edition of Best Lawyers®, the oldest and most respected peer review publication in the legal profession.

Best Lawyers
 has published their list for over three decades, earning the respect of the profession, the media, and the public as the most reliable, unbiased source of legal referrals. Its first international list was published in 2006 and since then has grown to provide lists in over 70 countries.

Best Lawyers is the most effective tool in identifying critical legal expertise,” said CEO Steven Naifeh. “Inclusion on this list shows that an attorney is respected by his or her peers for professional success.”

Lawyers on the Best Lawyers in America list are divided by geographic region and practice areas. They are reviewed by their peers on the basis of professional expertise, and undergo an authentication process to make sure they are in current practice and in good standing.

Stubbs Alderton & Markiles, LLP would like to congratulate the following attorneys named to the 2017 Best Lawyers in America list:

  • Scott Alderton- Venture Capital Law
  • Michael A. Sherman- Commercial Litigation

scottScott Alderton is 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.

Michael Sherman is an accomplished trial lawyer in high-stakes, “bet-the-company” litigation, michael-shermanand 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.

The official Best Lawyers 2017 publication can be read in its entirety here.

For more information on our Venture Capital and Emerging Growth Practice, contact Scott Alderton at salderton@stubbsalderton.com.

For more information on our Business Litigation Practice, contact Michael A. Sherman at msherman@stubbsalderton.com.

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Stubbs Alderton & Markiles, LLP ranked in 2017 “Best Law Firms” for Commercial Litigation

SAM-High-Res-Logo-1December 2016 — U.S. News & World Report and Best Lawyers, for the sixth consecutive year, announce the “Best Law Firms” rankings.

Stubbs Alderton & Markiles, LLP has been ranked in the 2017 U.S. News – Best Lawyers® “Best Law Firms” list and regionally in 1 practice areas.

Firms included in the 2017 “Best Law Firms” list are recognized for professional excellence with persistently impressive ratings from clients and peers. Achieving a tiered ranking signals a unique combination of quality law practice and breadth of legal expertise.

The 2017 Edition of “Best Law Firms” includes rankings in 74 national practice areas and 122 metropolitan-based practice areas. One “Law Firm of the Year” is named in each of the 74 nationally ranked practice areas.

Ranked firms, presented in tiers, are listed on a national and/or metropolitan scale. Receiving a tier designation reflects the high level of respect a firm has earned among other leading lawyers and clients in the same communities and the same practice areas for their abilities, their professionalism and their integrity.

Stubbs Alderton & Markiles, LLP received the following rankings in the 2016 U.S. News – Best Lawyers “Best Law Firms”:

  • Regional Tier 2
    • Los Angeles
      • Commercial Litigation

The official Best Lawyers 2017 publication can be read in its entirety here.

For more information about Stubbs Alderton & Markiles, LLP contact the firm at info@stubbsalderton.com.

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Napkin Finance Founder Tina Hay Featured on Equities.com®

napkin-finance-how-to-start-a-startup

Congratulations to SAM Preccelerator® Program’s company Napkin Finance and its founder Tina Hay for having an article featured on Equities.com this week. The article written by Tina Hay, entitled “A 7-Point Financial Checklist to Starting Your Own Business”  creates a list  to help guide those new to entrepreneurship. Napkin Finance is a multimedia company that simplifies financial matters and uses napkins to teach users everything they need to know about money in 30 seconds or less.

To view the full article on Equities.com click here.

For more about the Preccelerator® Program, contact Heidi Hubbeling, Director at
(310) 746-9803 or hhubbeling@stubbsalderton.com

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Stubbs Alderton & Markiles’ client TeenSafe featured on Today Show

teensafe-logo

SAM client TeenSafe was featured on the Today Show as one of the most advanced systems for overseeing teen’s cell phone activity. TeenSafe is a monitoring service that allows parents to discreetly monitor their child’s iPhone or Android smartphone activities, including texts, web searches, and phone location without violating the phone’s warranty. TeenSafe has been used by more than 500,000 parents to help keep their teens safe.

To read the full article on the Today Show website click here.

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Preccelerator Program Company Ballerz World’s Version 2.0 is a Slam Dunk

ballerzworld-logoStubbs Alderton & Markiles’ Preccelerator Program company Ballerz World announced today that it has launched its version 2.0 in the iOS App Store.  Founded by Navy veterans Kyle E. Cox and Nicholas Damuth, Ballerz World is the single largest marketplace that is dedicated to all things basketball. They help their worldwide users find basketball courts, as well as connect and play basketball with one another using their geo-location technology and over 12,000 pre-loaded basketball courts in every country, all while providing their users an opportunity to view and share content, in addition to buying discounted basketball gear via the in-app store portal.

During their beta phase, the Ballerz World basketball app received more than 10 awards, including the People’s Choice Award at the CES Mobile Apps Showdown, and the Best GPS-Enabled App at the Mobile App Awards.

Version 2.0 of Ballerz World includes additional aggregated content from top Basketball creators such as trainers, leagues, highlights, news and lifestyle influencers, as well as the expansion and official debut of their in-app store portal.

“Man, I wish I’d had this type of app when I was playing pickup,” Co-Founder Kyle E. Cox stated. The Ballerz World brainstorm came to him while driving around Los Angeles thinking about basketball. “What if there was an app that tells you where the courts are, all around you? That would be so cool!”

To check out and download the Ballerz World App, click here.

For more information about the Preccelerator Program, contact Heidi Hubbeling at (310) 746-9803 or hhubbeling@stubbsalderton.com.

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Doing Business in California: “Quasi-California” Corporations Made Subject to California’s Corporate Laws

smallerMany, but not all, provisions of the California Corporations Code expressly apply if a private, out-of-state corporation has a sufficient “presence” in California (called a “quasi-California” corporation.) An out-of-state corporation is treated as a “quasi-California” corporation, and thus subject to specified provisions of California Corporations Code, if (1) more than half its business (based upon a three-factor formula including property, payroll, and sales) is done in California (the “doing-business” test); and, (2) more than half of its voting securities are held of record by persons having addresses within the state of California (the “voting-shares” test).[1]

For analysis, hypothetical SmallCorp, Inc. is incorporated outside of California with substantially all of its business performed inside California.

Hypothetical Illustration: Does SmallCorp, Inc. Satisfy the Requirements of § 2115(a) to Qualify as a “Quasi-California” Corporation?

 A.    The “Doing-Business” Test

To satisfy the “doing-business” test, a corporation must do more than half of its business in California. The three “doing-business” factors are: (1) property, (2) payroll, and (3) sales. The first question is whether the proportion of a company’s property, payroll, and sales in California compared to the company’s total property, payroll, and sales is more than 50 percent during its latest full income year. (See Corp. Code §2115(a)(1).)

To determine whether the factors meet the one-half doing business requirement, sections 25129, 25132, and 25134 of the Revenue and Taxation Code define the factors as follows and provide the necessary equations:

· the property factor is a fraction, the numerator of which is the average value of the taxpayer’s real and tangible personal property owned or rented and used in this state during the taxable year and the denominator of which is the average value of all the taxpayer’s real and tangible personal property owned or rented and used during the taxable year;

· the payroll factor is a fraction, the numerator of which is the total amount paid in this state during the taxable year by the taxpayer for compensation, and the denominator of which is the total compensation paid everywhere during the taxable year; and

· the sales factor is a fraction, the numerator of which is the total sales of the taxpayer in this state during the taxable year, and the denominator of which is the total sales of the taxpayer everywhere during the taxable year.

Thus, if the average of the property factor, the payroll factor, and the sales factor is greater than 50 percent during its latest full income year, the “doing-business” test is satisfied.

Assume SmallCorp owns property such as products, machinery, office equipment, and also rents office space in California. SmallCorp does not own or rent any property in any other state. So, the equation is as follows:

(1) Property —-> property in CA / all property    =   1/1       = 100%

SmallCorp has several employees, 90% of whom live and work in California. Accordingly, SmallCorp pays 90% of total compensation paid to all SmallCorp employees to those who live and work within California, as demonstrated below:

(2) Payroll —>   amounts paid in compensation in CA / total amounts paid in compensation =  9/10  = 90%

For this hypothetical, because the first two factors result in 100% and 90% of business performed in California, even if 0% of sales, the next factor, occurred in California, SmallCorp would still do more than one-half of its business in California, satisfying the “quasi-California” requirements. Assuming SmallCorp has no sales in California, the equation is as follows:

(3) Sales —>  ​sales in CA / all sales   =  0/1   =    0%

This conclusion is reached by taking the average of 100%, 90%, and 0%, then dividing the total sum (190%), by the count (3) which equals 63.3% of SmallCorp’s business is done in California.

For a more representative hypothetical, assume that SmallCorp does 70% of its sales in California. If sales are 70% in California, the amount of total business performed in California is 86%, using the same formula: (total sum ÷ count). Accordingly, the proportion of a SmallCorp’s property, payroll, and sales in California compared to the company’s total property, payroll, and sales is more than 50 percent and the “doing-business” test is satisfied.

B.     The “Voting-Shares” Test

The second test is whether the corporation’s outstanding voting securities held of record by persons with California addresses is greater than 50 percent. (See Corp Code §2115(a)(2)).

Assume there are two voting shareholders in SmallCorp: Arnold and Ford. Arnold’s address is in Hermosa Beach, California. Ford’s address is in Orange County, California. Thus, both shareholders of voting securities have addresses in California. The “voting-shares” test is satisfied because 100% of SmallCorp’s shareholders have addresses in California.

​SmallCorp will qualify as a “quasi-California” corporation under section 2115(a) because more than 50 percent of its business is done in California and more than 50 percent of its voting shares are held by shareholders with addresses in California. As such, corporate counsel should consider the additional requirements that California will place on a corporation that is “doing business” in California pursuant to section 2115(b), including the imposition of specific sections of the California Corporations Code.[2] For that reason, this long-arm statute’s constitutionality has been called into question by courts of other jurisdictions.

gina-correia_092-2-300x200Gina Correia is a litigation associate of the Firm. Gina’s practice focuses on all stages of business litigation. Prior to joining the firm, Gina worked in-house as a business affairs law clerk for HBO. Gina’s prior experience in the entertainment industry focused on talent engagement negotiations including drafting contract request, calculating actor, producer, and writer fees for top-tier talent, and evaluating comprehensive deal points. Gina also previously worked for The Los Angeles Office of the District Attorney in the Consumer Protection Division where she researched and analyzed wire-tapping violations under Penal Code and Federal Trade Commission guidelines.

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