For those that missed it, view the panel presentation of "The Work of the Creative Community in a Digital Age."

Stubbs Alderton & Markiles Client Vitesse Semiconductor Corporation has announced that it has reached an agreement to be acquired by Microsemi Corporation for $389 million, furthering a drive toward consolidation in the semiconductor industry.

Vitesse, which has headquarters in Camarillo, CA, designs a diverse portfolio of high-performance semiconductors, application software, and integrated turnkey systems solutions for Carrier, Enterprise and Internet of Things (IoT) networks worldwide.

Based in Aliso Viejo, CA, Microsemi offers a comprehensive portfolio of semiconductor and system solutions for communications, defense & security, aerospace and industrial markets.

Stubbs Alderton & Markiles’ attorneys John McIlvery and Jonathan Friedman are representing Vitesse in this pending transaction.

For more information about our Public Securities practice, contact John McIlvery at  .

Simple, beautiful conversations on your phone, tablet and desktop

Switzerland - A team of more than 50 people from 23 countries, supported by SAM client and Skype co-founder Janus Friis, is launching Wire, a communications network for messaging, voice calling, sharing pictures, music and video on your phone, tablet and desktop.

“Skype was launched more than a decade ago. A lot has changed since then - we are all used to free calls and texting, and we have taken to carrying our computers in our pockets,” said Friis. “It is time to create the best possible communication tools, as beautiful as they are useful. Wire is just that.”

Wire is available on iOS, Android and OS X. It offers communications with an emphasis on high fidelity paired with elegant design. People can use Wire for personal and group messaging, voice calling, sharing pictures, SoundCloud music and YouTube video sharing. Wire conversations are kept in sync across all your devices. It is engineered to take advantage of today’s devices, including iPhone 6, iPads and the latest Android devices.

With deep expertise in media processing technology, Wire’s voice calling benefits from its in-house developed audio technology. This makes calls on Wire sound crisp and clear. By remaining compatible with standard WebRTC, Wire will support audio calls to and from WebRTC compatible browsers.

“We asked ourselves how modern communications could look and work. How could we take full advantage of the latest devices and advances in cloud computing to deliver something that is really simple, very useful and truly beautiful?” said Jonathan Christensen, Wire’s co-founder and CEO. “Today’s launch is the beginning for Wire.”

The company's team comprises former product and technology leaders from Apple, Skype, Nokia, and Microsoft. Christensen held leadership roles at Microsoft and Skype, and was co-founder and CEO at Camino Networks. Along with Christensen, founders include Alan Duric, Wire’s CTO, a co-founder of Telio (Oslo exchange TELIO) and co-founder of Camino (acquired by eBay/Skype); and Priidu Zilmer, Wire’s head of product design, who led design teams at Vdio and Skype. Wire’s Chief Scientist Koen Vos, created SILK and co-created Opus, the standards for fidelity and intelligibility in voice over IP that billions of people use today.

About Wire

Wire is headquartered in Switzerland and has a development center in Berlin, Germany. Wire is backed by Iconical, a collective of designers, engineers and entrepreneurs including Janus Friis. For more information, visit wire.com.

Wire is available worldwide and can be downloaded free from wire.com.

To read the full TechCrunch article, click here.

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Join us for a catered lunch as we discuss the benefits of US businesses having operations in British Columbia.  The program will explore the economic incentives available to technology companies that are offered by the Government of British Columbia and by local authorities in Vancouver, how to access the programs and how to commence operations in BC.  The program will also include first hand insights of companies that have opened a satellite office in British Columbia.

Moderator:

Jonathan Friedman, Stubbs Alderton & Markiles, LLP- Jonathan Friedman is Partner at the law firm of Stubbs Alderton & Markiles, LLP.  Jonathan advises a wide range of both public and private clients, including development-stage, emerging-growth and middle-market companies as well as angel investors, venture capital firms and strategic investors. Jonathan’s practice focuses on venture capital and corporate finance, intellectual property licensing, mergers and acquisitions, securities law and general corporate and business matters. Jonathan has represented corporations and other entities in a wide variety of industries, including Internet and e-commerce, apparel, medical devices, entertainment and high technology. Jonathan is a member of the Executive Committee of the Canadian California Business Council, an entity that was formed to support Canada and California businesses growth. The Council aims to use its membership network to connect bi-lateral opportunities that will result in the job creation, investment connection and trade partnership support.

Panelists:

Robert Wong, Creative BC - After working for several years for a chartered accounting firm in Vancouver, Robert joined BC Film + Media (now Creative BC) where he is currently the Vice President and Acting Film Commissioner. Robert joined the staff just prior to the launch of the film and television tax credit program in 1998, and has since played an integral role in the evolution of British Columbia’s film and television tax policy, including the recent enhancements to the tax credit program. He is responsible for all administrative aspects of Film Incentive BC (FIBC), the Production Services Tax Credit (PSTC), and development funding programs.  As Acting Film Commissioner, he is tasked with marketing British Columbia as a destination of choice for projects and companies looking for a world class production centre.

Lui Petrollini, Ernst & Young - Lui is the EY B.C. Media & Entertainment Services Leader, Private Mid-Market Services Leader and the Director, Pacific Region Entrepreneur of the Year Awards. He has over 29 years experience in Public Accounting, serving private Canadian and international companies. Serving a wide variety of clients from start-up, development stage to full mature companies, Lui has extensive experience with software development companies, Media & Entertainment production companies and industry-related service providers. He currently sits as a director of the B.C. Technology Industry Association, the Telus World of Science (“Science World”) and the B.C. Motion Picture Production Industry Association. Lui possesses considerable knowledge and expertise in the film and television production industry. He has worked closely with film and television producers, and government and taxation agencies in dealing with the various film and tax credit incentives available to producers in Canada.

Mikko Setala, Rovio Animation Company- Mikko Setala joined Rovio Entertainment in 2006 as the Chairman of the Board and has also served Rovio as the CFO and EVP of Corporate Development. Living currently in Los Angeles, he is the President of the Rovio subsidiaries in North America.  Mikko's background is in the software industry and he has been an entrepreneur, worked as an executive in major software companies and also as the CEO of a listed company. Mikko has written two books and acts as an angel investor and board member.  Mikko has a M.Sc. degree from Helsinki University of Technology.
Twitter: mikesetala

Agenda: 12:00-12:30 Networking and Free Catered Lunch; 12:30-1:30 Panel Discussion

Parking: Ramp #5 on 4th Street near Broadway, or at the Santa Monica Place Mall.  No Validations.

Sponsors:

            

  

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Stubbs Alderton & Markiles, LLP is one of the leading start-up law firms in Southern California. We pioneered a fixed fee start-up package making the formation and organization of your start-up as seamless as possible. Our Preccelerator Program is a platform offered to select start-up companies out of our Santa Monica office that provides interim office space and sophisticated legal services, with the objective of helping you grow your idea from business concept to funded startup. The Preccelerator Program provides free co-working space and other perks for 5-6 promising young startups.

The perks include:

• Free co-working space on a rolling basis, including free wireless access to the Internet and access to conference rooms for meetings and presentations
• Access to real-time legal advice and transactional legal services on site (under our standard engagement and/or fee arrangements)
• Access to in-house educational workshops and activities
• Potential introductions to our network of investors and other service providers

For more information about the Preccelerator Program, visit https://stubbsalderton.com/preccelerator or contact Heidi Hubbeling at (310) 746-9803 or

No-Fee Platform Connects Accredited Investors to
Innovative Startups Pursuant to the JOBS Act

SANTA MONICA, Calif.: Oct. 16, 2014 – FlashFunders today announced the launch of its no-fee, online equity funding platform at www.flashfunders.com.  FlashFunders (member FINRA/SIPC) was started by Europlay Capital Advisors, law firm Stubbs Alderton & Markiles, and co-founders Vincent Bradley and Brian Park, and was formed to help startups raise capital efficiently while also opening up access to startup investing for accredited investors.

FlashFunders’ platform helps entrepreneurs navigate complex SEC regulations and offsets costly legal fees, while giving accredited investors unprecedented access to startup investment opportunities. FlashFunders provides a turnkey solution for raising capital and a marketplace where entrepreneurs can connect directly with accredited investors across the globe.

FlashFunders ensures all investors are accredited and that all offerings are SEC-compliant and executed using FDIC-insured escrows — which are created and paid for by FlashFunders.

“We worked with FINRA over the past year to expand the scope of our broker-dealer license, allowing FlashFunders to operate an online equity funding platform in a regulated environment,” said Vincent Bradley, the co-founder of FlashFunders. “We felt it was critical to ensure our platform was compliant for both startups and investors. Online equity funding is in its infancy and seeing tremendous growth; by engaging with FINRA, we’re leading the way for how it should be done — creating an industry standard.”

“97% of the 8.5 million accredited investors in the United States currently don’t partake in startup investing,” said Mark Dyne, the chairman and founder of Europlay, a seed and early-stage investor in technology companies, as well as former Skype seed investor and board member and founder and CEO of Sega Ozisoft, Virgin Interactive Entertainment, and many others. “This is largely because they don’t have access to early stage companies. Leveraging technology and decades of combined experience in finance, venture investing, securities law and startup operations, FlashFunders provides entrepreneurs and investors a secure, SEC-compliant user experience, with e-Signature technology and document management capabilities backed by a team of FINRA-registered representatives to help ensure successful offerings on the platform.”

“FlashFunders is designed to fundamentally alter the capital-raising process,” said Brian Park, co-founder of FlashFunders. “We provide startups with a compliant, efficient and no-fee online equity funding platform to develop their business plans, publicly market their offerings and collect funding from accredited investors —saving startups thousands of dollars in legal fees. At the same time, investors on FlashFunders can purchase shares directly in startups with no transaction fees or carried interest charges.”

FlashFunders creates a safe and intuitive process that allows investors to view startup offerings and execute investments legally and properly in minutes using Flash Seed Preferred documents and e-Signature technology.

FlashFunders has created “Flash Seed Preferred,” a set of safe, balanced and transparent investment documents that have been customized to facilitate fundraising on the platform, further streamlining a process that would otherwise take months of road shows, multiple middlemen and tens of thousands of dollars in legal fees to execute.

“Unlike other equity funding portals, FlashFunders does not curate or try to pick winners, and investments are not made through LLCs or Special Purpose Vehicles,” said Scott Alderton, Managing Partner at Stubbs Alderton & Markiles, LLP. “FlashFunders provides a seamless end-to-end solution for startups raising capital with virtually no external cost, fees or investor carry. FlashFunders receives an ongoing right to invest a limited amount under the same terms as all other investors if a startup is successful in getting funded on the platform.” Stubbs Alderton & Markiles, LLP is southern California’s leading business law firm, with deep experience in providing legal services to companies including LinkedIn, Beats by Dre and Skype, among many others.

The announcement today is the first phase of FlashFunders’ rollout. Additional enhancements to the user experience will be added over time along with new tools and technologies to increase functionality and scale. Offerings from startups will be incrementally uploaded by the site’s concierge service, which assigns a live team to guide entrepreneurs through the process.

“We are educating a new generation of investors and building a more efficient roadshow for startups,” said Vincent Bradley.

About FlashFunders

A registered broker-dealer, member FINRA/SIPC, FlashFunders provides a no-fee online equity funding platform for entrepreneurs to publicly market their offerings, collect funding from accredited investors and gain access to SEC-compliant legal documents and escrow accounts to create their offerings.

For more information, visit: http://www.flashfunders.com

Media Contact:
Amy Morris                                                 Susan Guerra
FlashFunders                                              Thatcher+Co.
               
917.887.2725                                              973.650.6555

SAM announced that it represented client, The Bouqs Company (TheBouqs.com), a premier cut-to-order online flower delivery service, in a $6 million Series A financing. Led by Azure Capital Partners and joined by KEC Ventures, funding will be used to accelerate growth initiatives including expanding the team, offering delivery outside the US, and scaling the company's technology and infrastructure to keep pace with growing demand.  

"Interest from our customers has exceeded our wildest expectations. We are growing 8-10X year-over-year largely based on organic channels such as word-of-mouth, social, and referrals," said John Tabis, CEO & Founder of TheBouqs.com. "We launched this platform to 'rearrange' the global $50B+ flower industry, and it's thrilling to see both consumers and flower farms enjoying our simpler and more elegant platform for flower delivery. This new infusion of capital and a great set of advisors will enable us to expand our operations and Bouqs deliveries to even more households and businesses in the US, and soon around the world."

To view the full press release, click here.

To view the PandoDaily article covering the deal, click here.

About The Bouqs Company
The Bouqs Company (TheBouqs.com) is a cut-to-order online flower delivery company. Founded by John Tabis and JP Montúfar, the company launched in late 2012 to create an online flower delivery service for the global, modern consumer. TheBouqs.com offers a simple shopping and superior customer service experience, and delivers high-quality, farm-direct, eco-friendly stems with honest and direct pricing. Bouqs are grown on eco-friendly and sustainable farms located 10,000 feet above sea level on the side of a volcano situated right on the equator in South America, or on similarly high quality farms along the California coast. For more information on The Bouqs Company, please visit: www.TheBouqs.com or watch the video.

For more information about our Venture Capital & Emerging Growth practice, contact Partner Scott Alderton at (818) 444-4501 or

Stubbs Alderton & Markiles has announced that it assisted client Malauzai Software, a provider of mobile banking SmartApps for community financial institutions, in its $6.48 million Round C investment led by Wellington Management Company, LLP.  In previous rounds, Malauzai has raised approximately $5.3M.

SAM attorneys John McIlvery and Gaurav Krishan represented Malauzai in this transaction.

About Malauzai Software

Malauzai was incorporated in 2010 in response to the growing demand for a technology company that could provide innovative mobile solutions for community financial organizations. As a cool company in a cool town with a focus primarily on community financial institutions, Malauzai looks to provide mobile solutions that will enhance the customer experience ultimately resulting in increased value for financial institutions.

To view the full press release, click here.

For more information about our Venture Capital & Emerging Growth practice, contact Scott Alderton at or (818) 444-4501.

SAM client, Unitas Global, enterprise private cloud provider, has announced that it has joined an industry group called the Cloud Security Group.  This collaboration will help strengthen its mission to provide private cloud solutions to its clients.

To read the full press, click here.

Stubbs Alderton & Markiles Co-Founder and Managing Partner, Scott Alderton was featured in today's Entrepreneur.com article "Find an Attorney Who Will Be in Your Corner With These 3 Tips."  Author Adam Callinan of Beachwood VC outlines some of the early questions you should be asking and warning signs you should be recognizing when searching for new legal counsel.

Scott Alderton states that you need “a lawyer with a deep contextual understanding of both the substantive nature of your evolutionary path (i.e. they understand and do the exact type of transactions you are going to be engaging in) and a broad understanding of your industry.” 

To read the full article, click here.

For more information on our Emerging Growth practice, and for information about our Start-up Fixed Fee Legal Package, contact Scott Alderton at (818) 444-4501 or

Stubbs Alderton & Markiles client Rdio, a digital music service,  and Grupo Bandeirantes, a Brazilian media conglomerate, have announced a joint venture and powerful strategic partnership encompassing marketing, distribution, content and promotions that will significantly expand Rdio's presence in Brazil.  This combination of the award-winning Rdio music service with the creativity, power and reach of Grupo Bandeirantes provides music fans in Brazil with the best of both a global and Brazilian digital music service and experience. 

Under this deal, Grupo Bandeirantes' various properties will expand their digital music presence using the Rdio platform, and will develop content promotions that cross from on-air radio to streaming. The alliance will also involve media support for Rdio from Metro Newspapers, through an on-going integration with Band.com.br, media placement in out-of-home properties and across Grupo affiliated TV programs.

To read the full press release, click here.

For more information about our Internet, Digital Media & Entertainment practice, please contact Greg Akselrud at (818) 444-4503 or

Leading Business Litigation Group Headed by Michael Sherman Joins Firm

Los Angeles, CA (March 11, 2014) – Stubbs Alderton & Markiles, LLP, Southern California’s leading business law firm, has announced that nationally recognized litigator Michael Sherman has joined the firm as a partner in its Sherman Oaks office. Mr. Sherman will lead the firm’s newly-created Business Litigation practice group.

Michael Sherman 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 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 having been named to the “Top 100 Lawyers” in California list, published by the Daily Journal newspaper chain.

“Stubbs Alderton & Markiles has been planning to expand our capabilities by creating a vibrant business litigation practice, and we could not be more excited about having someone of Michael’s stature joining us to do so.  We have worked closely with Michael for many years, often referring our most important litigation matters to him at Bingham McCutchen.  Michael is one of the best litigation attorneys in Los Angeles, and together we are going to build a general litigation practice that is as dynamic, efficient and effective as the transactional practice we have built over the last 12 years.”

The addition of the Business Litigation practice group continues the firm’s strategic expansion in the Southern California market, following the opening of their Santa Monica office and addition of a Brand Development and Content Protection practice in 2012 and 2013, respectively.

“Southern California is one the world’s largest economies.  Its business life-blood is entrepreneurs and start-ups that have grown to become many of the world’s leading businesses.  The partners of Stubbs Alderton & Markiles know that as well as any lawyers.  Managing disputes efficiently and strategically is on occasion the key to success, and that’s what I bring to the Firm.  I’m very excited to participate in the Firm’s continued success.”

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, and has consistently been named to “Best Lawyers in America” in the field of commercial litigation.

Also joining the firm is David Gubman, a seasoned business litigation attorney.  David will join the firm as of counsel in its Sherman Oaks office.  David has big-firm experience and he and Michael have successfully tried cases together.

Please visit www.stubbsalderton.com for complete attorney bios.

About the Stubbs Alderton & Markiles Business Litigation Practice

The Firm’s litigators have significant depth and breadth of resources and a detailed knowledge of clients’ industries and business concerns.  In providing the best possible representation, our litigators appreciate that on occasion disputes may need to be tried to a judge, jury or arbitrator, and that in other instances the client is best served with an early resolution that is designed to preserve business relationships and minimize expense and litigation distraction.

Our litigators have a proven track record for analyzing complex legal and business challenges.  Our attorneys are experienced, innovative and aggressive in their pursuit of strategic outcomes.

Our litigation clients include household name Fortune 500 companies along with middle market, and emerging growth companies.  We seek to make long term relationships with our clients throughout their evolutionary path.  We deliver efficiency and value to every client we serve through a well-defined budget and clear communication about their case.

About Stubbs Alderton & Markiles, LLP

Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, intellectual property and business litigation practice groups focusing on the representation of venture backed emerging growth companies, middle market public companies, large technology and Internet companies, entertainment, video games and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, video games, apparel, consumer electronics and medical device sectors. The firm’s mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of the firm.  For more information, please visit www.stubbsalderton.com

Contact:

Heidi Hubbeling
Stubbs Alderton & Markiles, LLP
(310) 746-9803

Los Angeles, CA (February 25, 2013)  -  Stubbs Alderton & Markiles, LLP, Southern California’s leading business law firm, has announced the expansion of its Santa Monica office at 1453 3^rd Street Promenade, Santa Monica, CA. This office is located on the corner of Third Street Promenade and Broadway Boulevard. The growth of the Firm and its Preccelerator Program has provided the opportunity for this expansion.  The new office opening makes an inspiring statement about the support and involvement that Stubbs Alderton will continue to contribute to the Silicon Beach marketplace.  An open house celebration will be scheduled for some time in March.

Scott Alderton, a founder and managing partner of Stubbs Alderton & Markiles, LLP, comments: “Since opening our office in Santa Monica, we have assisted in the growth of a handful of super early-stage businesses, two of which (Fleck and 3Ten8) have moved on to prominent Accelerator Programs.  Fleck moved to the Portland Incubator Experiment (PIE) in Portland, Oregon (http://www.piepdx.com) and 3Ten8 moved to The Alchemist in the Bay area (http://www.alchemistaccelerator.com). We have also produced and hosted dozens of “Preccelerator Events” ranging from simple mixers to substantive educational seminars.  That level of involvement is vital to Stubbs Alderton & Markiles, given our historical commitment to the start-up ecosystem. Our expansion and growth in Santa Monica is a demonstration of our commitment to be leaders and innovators in this community.”

Company Information
Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions and intellectual property practice groups focusing on the representation of venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Their mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of their Firm.

About the Preccelerator Program
The Preccelerator is a novel platform offered to select start-up companies out of the Stubbs Alderton & Markiles, LLP Santa Monica office that provides interim office space and access to sophisticated legal services, with the objective of helping start-ups grow their idea from business concept to funded startup. For more information, visit www.stubbsalderton.com/preccelerator

 Media Contact
For further information regarding this press release, please contact Heidi Hubbeling, Director of Marketing – (310) 746-9803 or

Stubbs Alderton & Markiles, LLP client Atomico Ventures announced that it led the $51M investment round to EdTech veteran Knewton.  Other investors included GSV Capital, as well as previous backers Accel Partners, Bessemer Venture Partners, First Round Capital, FirstMark Capital and Founders Fund, along with debt financing from Silicon Valley Bank.

Knewton is an education technology company that personalizes digital courses so every student is engaged and no one slips through the cracks.  As students progress through a Knewton-powered course, Knewton figures out what each student knows and how that student learns best, then recommends what to study next. Teachers use Knewton-powered predictive analytics to detect gaps in knowledge and differentiate instruction for each student.

Knewton plans on using the funds to expand its company into a global business, including adding 80-100 new employees to strengthen its existing data science and engineering teams, and moving into a new, larger headquarters in NYC.

To read the full press release on Tech Crunch, click here.

About Atomico Ventures
Atomico is a growth stage international investment firm, focused on helping the world’s most disruptive technology companies scale and reach their full potential globally.  Founded by Niklas Zennström, the co-founder of Skype, they have become the investor of choice for ambitious entrepreneurs due to their experience of building global companies, unique international network, and ability to help companies operationally, with offices in London, Beijing, São Paulo, Istanbul and Tokyo.

For more information about our Venture Capital & Emerging Growth practice, contact Scott Alderton at (818) 444-4501 or

January 14, 2014 - SAM Partner Jonathan Friedman participated in a roundtable discussion with the Consulate General of Canada, David Fransen and Director General, Foreign Affairs and International Trade Roxanne Dubé, as well as other active members of the LA/Silicon Beach Tech Community to outline the state of the LA Tech Community and how partnerships can be made between Canada and Silicon Beach.

Jonathan is a member of the Executive Committee of the Canadian California Business Council, an entity that was formed to support Canada and California businesses growth. The Council aims to use its membership network to connect bi-lateral opportunities that will result in the job creation, investment connection and trade partnership support.  For more information regarding cross-border transactions between Canada and the U.S., please contact Jonathan at (818) 444-4514 or .

This summary can only hit some of the more prominent aspects of the taxation of the development, purchase and sale of intellectual property.

 1.          What is intellectual property for purposes of this analysis?

            a.     Copyrights, literary, musical or artistic compositions or similar property are expressly identified under the Internal Revenue Code for special “non-favorable” treatment on sale by the creator.[1]   Video games, books, movies, television shows all fall into this category of asset in the hands of the developer.[2]

            b.    Another class of intellectual property, including trade secrets, formulas, know how and other methods, techniques or processes that are the subject of reasonable efforts to maintain secrecy fall within the general class of intangible assets that may be treated as a capital asset on sale but are subject to special rules on the useful life over which to amortize the cost of the intangible asset, as discussed below.[3]

 2.        How is the developer or owner of intellectual property treated?

         a.        In general, self-created copyrights, literary, musical or artistic compositions are not eligible for capital gain treatment on sale.[4]  As an example, the Tax Court has held that the concept for a television show was not eligible for capital gain treatment.[5]

              b.       Purchased intellectual property is generally eligible to be treated as a capital asset on sale unless the owner holds the intellectual primarily for sale to customers in the ordinary course of business, as in the case of a software or game developer selling individual, non-custom programs.  The sale of the copyright and the code to the program would not be treated as capital gain in the hands of the developer but could yield capital gain if the copyright and the software had been purchased.

             c.     The exclusion from capital asset treatment does not necessarily apply to a self-created invention that can be patented[6].  The treatment on disposition of such assets may depend on whether the cost of development was capitalized and amortized or whether the development costs were expensed and deducted in the course of development as well as whether the asset is held for sale to customers (not a capital asset) or is used in the taxpayer’s business (in which case it may be eligible for capital gain/ordinary loss treatment).

           d.     A transaction in which the developer is compensated has to be analyzed to distinguish a license arrangement from a sale.[7]  An agreement cast in the form of an exclusive license may be treated as a sale for tax purposes even if title remains with the grantor.  The key question is whether the transferor retained any rights which, in the aggregate, have substantial value.[8]

 3.      How is the purchaser of intellectual property treated?

             a.     The purchaser of the intellectual property may capitalize and amortize the cost of developing the intellectual property if the intellectual property is to be used in the creator’s business.[9]  Computer software is automatically accorded three year straight line amortization if the developer or purchaser opts to amortize the cost of the software.[10]  If the development of the software qualifies as research and development in the laboratory or experimental sense, the costs are deductible currently.[11]

           b.     The purchaser of the intangible assets used in the purchaser’s trade or business (other than computer software as provided above) is permitted to amortize the cost of purchase allocated to most forms of intellectual property over 15 years on a straight line basis.[12]   Section 197 assets include goodwill, going concern value, workforce in place, operating systems, information bases, customer based intangibles, vendor based intangibles, licenses, trade marks, trade names, and franchises.[13]

          c.     The purchaser of the stock of a company that owns intellectual property is subject to the treatment to which the company is already subject unless the purchaser and seller of the stock elect to treat the stock sale as an asset sale[14].

 4.     Sales and Use Tax.  Of the states that impose sales and use tax, most impose the tax on the sale of tangible personal property.  In California, the sale of a custom written computer program is not subject to sales tax.[15]  In the case of the sale of a prewritten program to customers, the sales tax is imposed if the software is sold on compact discs or on other media stored in tangible form.[16]  Software that the buyer downloads from a website and that is not otherwise delivered on tangible media is not a sale of tangible personal property subject to the California sales tax.[17]

 5.     Conclusion.  The tax treatment of intellectual property is determined by the nature of the intellectual property and how the taxpayer obtained the intellectual property.  The cost of developing self-created intellectual property may be eligible for immediate expensing or may have to be capitalized and carried on the taxpayer’s books, not eligible for either deduction or amortization depending on its purpose, the nature of the assets’ development and the assets’ useful life.  The cost of purchasing intangible assets used in a business is amortized on a straight line over 15 years except for acquired computer software, which is written off over three years.  The cost of other purchased intangible assets may be eligible for amortization using the income forecast method.  The sale of intellectual property generally results in capital gain or loss unless the property is a self-created copyright or an asset held primarily for sale in the taxpayer’s business.

 ___________________________________________

Michael Shaff joined Stubbs Alderton & Markiles, LLP in 2011 as Of Counsel. He is chair person of the Tax Practice Group.  Michael specializes in all aspects of federal income taxation. Mr. Shaff has served as a trial attorney with the office of the Chief Counsel of the Internal Revenue Service for three years. Mr. Shaff is certified by the Board of Legal Specialization of the State Bar of California as a specialist in tax law. Mr. Shaff is the past chair of the Tax Section of the Orange County Bar Association.  He is co-author of the “Real Estate Investment Trusts Handbook” published by West Group. Michael’s practice includes all aspects of federal and state taxation, including mergers and acquisitions, executive compensation, corporate, limited liability company and partnership taxation, tax controversies and real estate investment trusts.

For more information regarding Intellectual Property Taxation, please contact Michael Shaff at or (818)444-4522.

Stubbs Alderton & Markiles, LLP has announced that its Preccelerator Program is now taking applications for the next class of companies to begin on February 1, 2014.  Deadline for applications is December 1, 2013.  To apply click here.

What is the Preccelerator Program?

Los Angeles, October 11, 2013. Stubbs Alderton & Markiles, LLP announced that it advised client HemaCare Corporation in the sale of its Coral Blood Services subsidiary to the New York Blood Center (“NYBC”). Financial terms of the transaction were not disclosed.  Coral’s 24 employees have been offered equivalent positions at NYBC.

In addition, NYBC and HemaCare have signed an agreement granting HemaCare access to NYBC’s 22 metro New York area collection centers.  This allows HemaCare to further support the skilled, standardized apheresis collection services required for cell therapy and immunotherapy clinical trials of HemaCare’s rapidly growing list of BioResearch Products and Services customers.

SAM Partner John McIlvery, and attorney Jonathan Friedman  advised HemaCare Corporation in this transaction.

To read the full press release, click here.