Tag: Carter Law Firm

  • Exciting News: I Joined Venjuris!

    My Business Card for VenJuris!
    My Business Card for VenJuris!

    A few months ago I made the important decision to join a law firm in Phoenix called Venjuris. The firm used to be Venable Campillo Logan and Meaney but they recently rebranded. I’m excited to combine forces with them. I’ve been getting settled in to my new office during the last two weeks and getting hooked into their computer file and billing system. I’ll be seeing clients again starting next week. Check out my new bio – I’m blonde!

    Will the Type of Work I Do Change?
    Not really. I will continue to work on copyright and trademark matters; website terms of service; business formations; contract negotiation, drafting, and review; and offer consultations for clients who need help with related to business, intellectual property, social media, and flash mob law issues.

    What do my New Colleagues Do?
    Venjuris is mostly an intellectual property firm. They do patents, copyrights, trademarks, and licensing. We also have an attorney who does intellectual property litigation. They also do a lot of international intellectual property work. They’re all awesome people. (I wouldn’t have joined the firm if they weren’t.)

    What will happen to Carter Law Firm?
    Nothing! I will continue to do professional speaking and writing under Carter Law Firm, but all new client matters will be handled under Venjuris. I’ll continue to write blog posts and make videos for Carter Law Firm on at least a weekly basis and I’m putting more energy into public speaking. I have gigs lined up for San Francisco, Las Vegas, and London in the first half of this year and, of course, I’m doing The Undeniable Tour starting in March.

    I will be revamping this website to shift the focus to speaking, writing, blogging, and vlogging during the next few weeks (maybe months). But in terms of what I do and how I do it, not much will change.

    Where’s my New Office?
    1938 East Osborn Road, Phoenix, AZ 85016

    Will Rosie Still Come to Work with Me?
    Yes. For now, she’s allowed in the office one day a week. Hopefully my colleagues will see that she’s not a distraction and actually helps me work better and will let her come more often.

    Want to See my New Office? I made a Video!

    How can you Contact Me?
    If you’re interested in hiring me for legal work, contact me at rcarter@venjuris.com.
    If you’re interested in hiring me to write an article or post for you or speak at your event, contact me at ruth@carterlawaz.com.

    Email is usually the fastest way to reach me.
    Of course, you can always connect with me on Twitter, Facebook, and LinkedIn.

  • Starting a Business in Arizona

    Little Waitrose - Birmingham Snow Hill - Colmore Row - Now open - sign by Elliott Brown from Flickr (Creative Commons License)
    Little Waitrose – Birmingham Snow Hill – Colmore Row – Now open – sign by Elliott Brown from Flickr (Creative Commons License)

    Starting a business is exciting and can be overwhelming at times with everything that has to get done. I wish more business owners put more energy into creating structure within their business when they contemplate and launch their endeavors. It will save a lot of pain and frustration in the long run. If your plans for 2015 include starting a business, make sure these steps are on your to-do list in the first month or two of starting your company.

    Discuss with your accountant what type of entity you should form. Every company needs an accountant. In Arizona, you have the option to create a C corporation, an S corporation, a B corporation, or an LLC. I tell all my clients to meet with their accountant to make sure they select the right entity and understand the corresponding tax implications and other responsibilities.

    Check with the Arizona Corporation Commission and the U.S. Patent and Trademark Office to ensure that the name you want for your business is available. Many companies make the mistake of assuming that just because the website domain they want is available that their desired company or product name hasn’t been registered as a trademark for another company. If you use a name that has already been registered by someone else in the same or similar industry, they can make you rebrand.

    Submit the necessary paperwork and fee with the Arizona Corporation Commission. Consider filing your trade name with the Secretary of State’s Office as well. The forms to file your Articles of Incorporation or your Articles of Organization are on the Arizona Corporation Commission’s website. Make sure you get all the supplemental forms you need. The standard filing fee is $60 for a corporation and $50 for an LLC. The filing fee to register a trade name with the Secretary of State is $10. (Registering a trade name prevents other companies in Arizona from using the same name. It is not a substitute for filing a federal trademark.)

    Create a separate bank account for your business and set up your accounting system. It’s imperative that you keep your company’s corporate veil intact. I strongly recommend using an accounting system like QuickBooks. It makes life so much easier when you’re reviewing your books and preparing for taxes.

    If your LLC has more than one owner, create an operating agreement. If you have a corporation, write your bylaws. These documents will dictate how you will run your business, including how you will divide responsibilities and how you will address problems when they occur. They will help you decide in advance how you will address situations that are likely to occur.

    Create the contract templates you will need for your business. If applicable, write the terms of service for your website. If you are going to be hire to provide a product or service by multiple customers, you will want to have contract templates for those interactions. This creates consistency and uniformity which will help you build your reputation as well as be more efficient. You can customize your templates to suit your needs. I encourage business owners to look at others’ templates for ideas of what they might want to include but be leery of using someone’s template unless it’s been reviewed by your lawyer.

    Discuss what intellectual property your business will or might create and what strategies you will use to protect it. Every business has intellectual property: copyrights, trademarks, patents, and trade secrets. It’s often the company’s most valuable asset. It is important you understand what you have and the best ways to protect it.

    Ideally, you would have a lawyer involved from the beginning of your business, if only to tell you what you should do and when you’re better off hiring a lawyer to work for you. Even if you’re on a shoestring budget, you can find a reasonably priced business lawyer or resources for startups to assist you. It’s also prudent to schedule an annual consultation with your lawyer to educate yourself about what legal issues might be on the horizon and to get advice about what more you should do to protect your business as you have the ability to afford it. It’s easier and cheaper to prevent problems than to clean up the mess when something bad happens.

    If you want to chat with me about starting a business in Arizona, feel free to connect with me on TwitterFacebookYouTubeLinkedIn, or you can email me.

    Please visit my homepage for more information about Carter Law Firm.

  • Now Available – B Corporations in Arizona

    Welcome to Arizona! by Fred Miller from Flickr (Creative Commons License)
    Welcome to Arizona! by Fred Miller from Flickr (Creative Commons License)

    One of the awesome developments in the Arizona business community for 2015 is that businesses are allowed to form benefit corporations (B corporations) in this state. These are for-profit corporations that have other motives for being in business besides maximizing profits, and their shareholders are aware and accept that the company has dual motives. This motive must be to at least provide a “general public benefit,” meaning the business has a “material positive impact on society and the environment, taken as a whole, as assessed against a third-party standard, from the business and operations of a benefit corporation.” This option became available in Arizona at the beginning of the year.

    Given that this is a new type of business entity in this state, I looked to the Arizona Corporation Commission (ACC) to get answers to my questions about B corporations.

    What information does a company have to provide to the ACC in the Articles of Incorporation?
    To create a B corporation, the incorporators must fill out the same Articles of Incorporation as other corporations in Arizona and pay a $60 filing fee ($95 for expedited processing). Every corporation is required to file an annual report with the ACC. B corporations must file an annual report and an annual benefit report where the company describes what general public benefit it provided. Each report has a separate filing fee.

    Can an existing Arizona corporation be converted to a B Corporation? If so, how? Please include information about the associated fee(s).
    Yes. An existing Arizona corporation can be converted to a B corporation by filing an Articles of Amendment with the ACC and paying a $25 filing fee ($60 for expedited processing). An Arizona LLC can also be converted into a B corporation under the Arizona Entity Restructuring Act.

    Is a B corporation taxed like a C corporation? If so, can a company be a B corporation and file as an S corporation with the IRS?
    Traditional corporations are C corporations, and they have double taxation where the corporation pays taxes on its income and the shareholders pay taxes. If the company qualifies, it may elect to be taxed as an S corporation where there is pass-through taxation so only the shareholders pay taxes on the income. Based on my research, a B corporation is taxed as a C corporation, but it has the option, if it qualifies, to be taxed as an S corporation.

    I tell all clients to talk to their accountant before starting their business to determine which type of business entity is right for them and to make sure they understand the tax implications. And yes, every business needs an accountant.

    Where can people go for more information about B corporations in Arizona?
    The ACC created a legislative update that is filled with information and links about B corporations in Arizona. This is a great resource if you’re interested in starting a B corporation or converting your business to a B corporation. If you still have questions after reading this, contact the ACC or a business attorney in your community.

    If you’re interested in B corporations but are unsure you want to create or convert your business to one at this time, you can look into being “B Corp. Certified” by B Lab.

    If you want to chat with me about this topic, feel free to connect with me on TwitterFacebookYouTubeLinkedIn, or you can email me.

    Please visit my homepage for more information about Carter Law Firm.

  • Make Your New Year’s Resolution Legally Binding

    Resolving to Write More - a Worthy Thought by Carol VanHook from Flickr (Creative Commons License)
    Resolving to Write More – a Worthy Thought by Carol VanHook from Flickr (Creative Commons License)

    As I was reading my Twitter feed the other day, I saw a post that said only 8% of people keep their New Year’s Resolutions. I don’t know if that statistic is accurate but I believe the number is low. If you want help keeping your New Year’s Resolution, make it legally binding with a contract.

    Here’s what I suggest: get a friend who also has a New Year’s resolution and write a simple agreement with benefits for sticking to your resolution and penalties if you don’t. The penalty has to be painful enough that it motivates you to want to avoid it. And it helps if your friend is kind of a jerk who will hold you to it.

    If I were writing this type of contract, it would be something like this:

    Joe and Mike’s Resolution Agreement

    Parties.  The Parties to this Agreement are Joe Smith and Mike Jones.

    Consideration. In consideration of mutual desires to improve our lives and ourselves, we have created this binding agreement to stay motivated to stick to our New Year’s Resolutions.

    Joe’s Resolution. Joe currently weighs 250 pounds. Joe resolves to weigh 220 pounds or less on December 31, 2015. If Joe fails to do this, Joe will donate $1,000 to the charity of Mike’s choice on that day.

    Mike’s Resolution. Mike currently smokes a pack of cigarettes per day. Mike resolves to be a non-smoker by December 31, 2015. If Mike fails to do this, Mike will donate $1,000 to the charity of Joe’s choice on that day.

    The Celebration. If both of us are successful in keeping our resolutions, we will celebrate by getting opening day tickets for the Arizona Diamondbacks.

    This is a real contract. This contract is governed by Arizona law. All disputes will be resolved in litigation in Maricopa County.  The non-prevailing Party will be responsible for the prevailing Party’s attorneys’ fees. The Parties can modify this Agreement only in writing that’s signed by both Parties (but you better have a good reason to ask to change this Agreement).

    Signed by:

     

    Joe Smith                    Date                                       Mike Jones                 Date

     

    Witnessed by:

     

    Friend Name #1           Date                                    Friend Name #2             Date

     

    I threw in a celebration clause so both sides would have a reason to encourage their friend to keep their resolution, plus it’s always good to celebrate successes. I added in witnesses so there would be more people holding them accountable.  I’d tell both sides to put a copy of the contract on their refrigerator so they’d see it every day and remember the promises they made.

    Contracts are fun, and they can be simple and personalized and still be valid. Good luck to everyone who making resolutions for the next year. I hope you’re successful. If you want to chat with me about this topic, feel free to connect with me on TwitterFacebookYouTubeLinkedIn, or you can email me.

    Please visit my homepage for more information about Carter Law Firm.

    Hat tip to my friend Jeff Moriarty for suggesting this as a topic.

  • Be Wary of Downloading Contract Templates

    Copy Taste by Maik Meid from Flickr (Creative Commons License)
    Copy Taste by Maik Meid from Flickr (Creative Commons License)

    One of the questions I frequently get at my speaking gigs is where can people go to find good contract templates online. This question makes me simultaneously happy and nervous. On one hand, I’m happy that the person is asking about their contract needs; however, I’m nervous that they think there might be an acceptable resource online that could replace proper legal advice.

    I usually tell these people that contract templates from the internet are a good place to start when doing research on a type of contract and the types of provisions they should include in their agreement. It should be the beginning of their search, not the end. When you look at a contract template online you can never know for sure who wrote it, where it came from, or whether it would be suitable for your needs. There have been many times when I’ve seen someone using a contract for their business that had provisions that made no sense – like a 2-person business that had an operating agreement that required a 2/3 vote to make changes and an Arizona-based business that was using a contract that said the agreement was governed by New Jersey law.

    Instead of looking on the internet for a template, you might be better off asking your colleagues in your industry if they would be willing to share their contract templates, depending on where they got them. You are more likely to find provisions that are applicable to your business and the practices of your industry.

    Regardless of where you get your templates, it’s always a good idea to have a business lawyer review them before you use them for your company. Otherwise you may find yourself using a contract that is bad for your business, and as long as the provisions of the contract are legal, you could be stuck with it. It may not be as expensive as you think to have a lawyer review your contract in advance. I’ve always said it’s cheaper to hire a lawyer in the beginning to prevent problems than to have to hire one after the fact the clean up the mess.

    If you don’t already have a contract template you’re considering using, talk with your lawyer about whether it would be more cost effective for you to find or create your own contract draft for them to review or simply hire a lawyer to create your contract from scratch.

    And be equally leery of contract templates created and sold by lawyers. Some of these are good and some of these are crap. I saw an operating agreement this year that was created by a law firm that sells start-up packages for businesses. My client asked me to review the contract to help him resolve a problem with one of the owners. This contract was dozens of pages long, was filled with excessive legalese, and did not address all of my client’s needs; hence, he needed a hire me to help him fix his problem.

    Best of luck to everyone whose plans for 2015 include starting a new business. Creating contracts to suit the needs of your business should be one of the many things on your to-do list. If you want to chat with me about your business plans for 2015, feel free to connect with me on TwitterFacebookYouTubeLinkedIn, or you can email me.

    Please visit my homepage for more information about Carter Law Firm.

  • What is a Statutory Agent?

    FW Pomeroy's statue of Justice atop the Old Bailey by Ben Sutherland from Flickr (Creative Commons License)
    FW Pomeroy’s statue of Justice atop the Old Bailey by Ben Sutherland from Flickr (Creative Commons License)

    If your plans for 2015 include starting a business, you need to understand what a statutory agent is.

    Starting a business usually begins with filing paperwork with your state’s corporation commission to create an LLC or a corporation and paying a fee. (Talk with your accountant to determine which entity is right for you. And yes, every business owner needs an accountant.)

    Filling out the paperwork is a fairly straight forward process, and part of that will be designating a statutory agent for the business. A business can be sued just like a person. In the event that the business gets sued, the process server will need to know how to serve the business. They can’t serve a building – they need to serve a person. Your statutory agent is the person who will accept service (notice that you’re being sued) on behalf of the company. You have to provide a name and a street address.

    As long as you live in Arizona, you can be your own statutory agent. Most business owners I work with choose this option. The only thing I remind them about is this information is publicly available on the corporation commission website, so if you’re running a home-based business, you’ll be using your home address. For people who live out of state or who don’t want to be their own statutory agent, there are companies who will provide this service for you. You pay a monthly or annual fee and they agree to accept service on your behalf. Many of these companies will also provide your business address as well.

    In the event you are in a position where you want to sue a company, you’ll have to look up that company’s statutory agent to determine where to have them served. It’s an important part of beginning a lawsuit.

    A gentleman called me a few weeks ago asking me to explain what a statutory agent is. The phrase “statutory agent” can sound scary to some, but the scope of the position’s responsibility is very narrow.

    If you want to chat with me about your business plans for 2015, feel free to connect with me on TwitterFacebookYouTubeLinkedIn, or you can email me.

    Please visit my homepage for more information about Carter Law Firm.

  • Arizona Revenge Porn Law Suspended

    Photo by Devon Christopher Adams; Concept by Devon Adams & Sara Santiago; Model: Sara Dobie Bauer (Image used with permission)
    Photo by Devon Christopher Adams; Concept by Devon Adams & Sara Santiago; Model: Sara Dobie Bauer (Image used with permission)

    Last week, U.S. District Judge Susan Bolton, at the request of the Arizona Attorney General’s Office and the American Civil Liberties Union (ACLU), called for the enforcement of Arizona’s “revenge porn” law and legal proceedings related to it to be put on hold. The law was suspended so Arizona’s legislature can examine the law’s verbiage and narrow it so that it only targets people who are distributing revenge porn.

    Here’s what the law says is illegal based on the original verbiage:

    It is unlawful to intentionally disclose, display, distribute, publish, advertise or offer a photograph, videotape, film or digital recording of another person in a state of nudity or engaged in specific sexual activities if the person knows or should have known that the depicted person has not consented to the disclosure. (Arizona Revised Statute § 13-1425)

    As written, revenge porn is a Class 5 Felony (punishable by at least 6 months’ imprisonment and up to $150,000 fine), unless the person in the image or videos is recognizable, then you’ll be charged with a Class 4 Felony (punishable by at least 1 year in jail and up to $150,000 fine).

    This law came under fire by bookstores and newspapers which could be accused of violating this law. To commit a crime, you have to engage in the actions with the mindset as stated in the criminal statute. Therefore to commit revenge porn in Arizona, you have to intentionally post or offer a video or image of a person who is naked or having sex without that person’s consent. Based on this, selling an art book that contained a photo of a naked person could be revenge porn depending on the circumstances even if the store it didn’t know that the author didn’t get consent to use the image.

    Judge Bolton has basically sent the Arizona legislature back to the drawing board to revise this law. Perhaps they’ll revise it to change the mindset from “intentionally” to “knowingly” or “maliciously.”

    Does this mean that revenge porn is legal in Arizona for the time being? No. It means that people won’t be charged or prosecuted under this law, but Arizona has other laws you could be violating like cyberharassment if you post revenge porn.

    The Arizona legislature will be back in session in January. Hopefully it won’t take them too long to update this law so it will only target the real criminals.

    If you believe you’ve been the victim of revenge porn, please call the police in your community. If you’re interested in more information about your legal dos and don’ts online, please check out my book, The Legal Side of Blogging: How Not to get Sued, Fired, Arrested, or Killed. If you want to chat more about this topic, feel free to connect with me on TwitterFacebookYouTubeLinkedIn, or you can email me.

    Please visit my homepage for more information about Carter Law Firm.

  • Happy Thanksgiving from Carter Law Firm!

    Fall Cornucopia by Ron Cogswell from Flickr (Creative Commons License)
    Fall Cornucopia by Ron Cogswell from Flickr (Creative Commons License)

    I feel very lucky to have had this practice for almost three years and the success that has come with it. Every few months, I get a call from a law student or a recent law graduate who wants to talk about how I started my practice and what I do. I try to caution them that my firm is unique so they should create expectations based on what I do.

    Here are the top 3 things I am grateful for in my professional life.

    1.  Freedom. When I considered having my own firm, my ultimate goal was freedom: freedom to handpick my cases, freedom to write and speak, freedom to set my schedule, and the freedom to pursue crazy ideas.

    At the 2014 AZ Basset Rescuee Howl-o-ween Picnic (Photo by Julia Kolsrud)
    At the 2014 AZ Basset Rescuee Howl-o-ween Picnic (Photo by Julia Kolsrud)

    2.  I get to help people in ways in which they can’t help themselves. It’s so rewarding to see that what I do makes a difference in my clients’ lives.

    3.  Rosie, my basset hound, gets to go to work with me. I never plan to work in another building or take another position unless she is welcome.

    I know I’m not your typical lawyer. And I’m grateful I’ve been able to handcraft my entire career. Because of my nontraditional career as a lawyer a lot of doors are opened for me in terms of speaking, writing, being regarded by others as an expert, and being invited to be part of national committees. There is no such thing as a typical day for me.

    I’m grateful my practice allows me to take a lot of risks at least in terms of marketing and speaking ventures, though I would never take on the same level of risks with my clients. If anything, I’m quite conservative when it comes to my client matters because I would never went to take a case that I felt unprepared to handle.

    There are a lot of plans on the horizon for next year and I’m looking forward to sharing them with you.

  • Yahoo Taking Advantage of Creative Commons with Flickr Wall Art – Hope they Don’t Screw it Up

    1404 Phoenix Zoo-59 by Devon Christopher Adams from Flickr (Used with Permission)
    1404 Phoenix Zoo-59 by Devon Christopher Adams from Flickr (Used with Permission – Devon & I have a standing agreement about using his work.)

    My friend and amazing photographer Devon Christopher Adams tipped me off about Yahoo’s announcement that people can buy Flickr Wall Art of Creative Commons images from Flickr . If Yahoo does this right, it’s a brilliant business move. If they do it wrong, I hate them.

    When a photographer posts their images on Flickr, they can designate whether they are restricting all copyright rights (“all rights reserved” aka don’t use my work without ask my explicit permission first) or attaching a Creative Commons license to it. A Creative Commons license means anyone can use the photographer’s work as long as you follow the rules of the license. For example, I often use Creative Commons images on my blogs but I only use photos that come with the license to modify and commercialize them. This allows me to crop the photo and to use it for business purposes – like a blog post on my law firm’s website.

    If Yahoo only uses images for its wall art product that come with the license to commercialize them, then Yahoo already has permission to print these images onto paper or canvas and sell them, as long as they follow the other rules of the license.

    Every Creative Commons license I’ve ever seen requires giving the copyright holder an attribution for their work. (Always give credit where it’s due!) I would hope that Yahoo would put the attribution on the front of the image – in a lower corner, so anyone who sees it can know who created the image. If that’s not possible (and good luck convincing me it’s not possible), at least put a non-removable label or notice on the back of who the copyright holder is and a URL to the original image on Flickr. If they don’t give an attribution as the license requires, they could be committing copyright infringement and could face a cease and desist letter, a bill, or a lawsuit.

    I’m a huge advocate of copyright holders, especially in the arts community. I think a lot of photographers aren’t given the credit they deserve because many people assume they can replicate a photographer’s work with their smart phone – until they try to do it and they see how much skill it really takes.  Photographers constantly have to deal with people stealing their work online. It’s so wonderful to see them becoming more savvy about their legal rights.

    I hope Yahoo is diligent about giving photographers the credit they deserve and respecting when a photographer changes the license on their Flickr account to only allow non-commercial uses. This won’t impact a person’s ability to own wall art of it prior to the license being changed; but Yahoo should stop selling it if the artist doesn’t want the company making money from it.

    I hope Flickr Wall Art becomes an avenue for photographers to get exposure for their work in ways that will create new opportunities for them and that they won’t feel like Yahoo is taking advantage of them. If done properly, whoever at Yahoo who came up with this idea deserve a muffin basket for seeing this business opportunity.

    Copyright and the internet is a murky area of law, and one that is still evolving. If you want more information about this topic, please check out my book, The Legal Side of Blogging: How Not to get Sued, Fired, Arrested, or Killed. If you want to chat more about this topic, feel free to connect with me on TwitterFacebookYouTubeLinkedIn, or you can email me.

    Please visit my homepage for more information about Carter Law Firm.

  • Who to Ask for Permission to Use a Photo

    What is a Real Image? by puuikibeach from Flickr (Creative Commons License)
    What is a Real Image? by puuikibeach from Flickr (Creative Commons License)

    I had the pleasure of speaking at TechPhx over the weekend and fielding a lot of questions about how the law applies to blogging and podcasting, especially copyright, trademark, and privacy issues. The big take-home lesson surrounding copyright is usually “get permission” to use a photo on your site by using images from Creative Commons or asking the copyright holder for permission to use their work. (I’ve never had anyone tell me “no.”)

    But what do you do if there’s an image you want to use and you can’t tell who the copyright holder is to ask permission?

    I would start by evaluating the situation where I found the photo and contact the website administrator if it’s on a website or the profile owner if it’s on a social media site and say something like, “This picture is really beautiful. Who took the photo?” or “Where did you find this photo?” I probably wouldn’t ask, “Who is the copyright holder?” because a lot of people don’t understand copyright law and they think that owning a photo or having a copy of the file means they own the copyright, when they don’t.

    I saw a situation where a publication asked a person if they could use some of the photos she posted on her social media site in an upcoming edition and she said “yes.” Unfortunately, that person wasn’t the copyright holder and she didn’t understand that she didn’t have the authority to give such permission. The publication thought they did everything right but because they didn’t verify they had permission from the copyright holder, they had a bit of a mess to fix once the photographer learned what had happened and informed the publication that they used his work without his permission.

    Another tactic I might use if I wanted to find a copyright holder is run the photo through the Google Image search engine to see where else the image is available online. That might reveal the original source.

    Here’s a video with more information about how to determine who is the copyright holder or whether is in the public domain.

    Legal Side of Blogging Book CoverIf you can’t determine who the copyright holder is to ask permission to use their work, you may want to ask yourself how important it is to use that particular image and whether a similar image that is available under Creative Commons.

    If you want more information about how copyright law applies to blogging and social media, please check out my book, The Legal Side of Blogging: How Not to get Sued, Fired, Arrested, or Killed. It covers a lot of the major issues that apply to copyright and the internet. If you want to chat more about this topic, feel free to connect with me on TwitterFacebookYouTubeLinkedIn, or you can email me.

    Please visit my homepage for more information about Carter Law Firm.