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Kaiser Wahab

Kaiser Wahab’s Answers

647 total


  • Should I sign a non-compete agreement for longer than a three year period?

    I am concerned it will tie my hands unnecessarily.

    Kaiser’s Answer

    A common misconception is that time alone is the determining factor as to whether a non-compete covenant is acceptable or not. There are other salient factors to consider in and around the time frame, including but not limited to 1) geography of limitation; and 2) broadness or narrowness of the non-compete in relation to other businesses. Without more information it would be difficult to, on a yes/no basis, say that your particular non-compete is too long. Moreover, NY courts have a strong history of enforcing non-competes, so you should get guidance from a NY attorney.

    I hope this helps.

    Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.

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  • What is best way to protect game, game rules, if game is online only, and anyone can play from any country in a world?

    Thank you all for answering me question, about new card game online. I know, there was not enough information to answer, so let me try one more time by more specific. We are making flash card game online, - that’s when game launching just in web...

    Kaiser’s Answer

    In addition to the other points made by the other counselors, one thing that has not been mentioned is a robust terms of service agreement for your operation. While patent is the only route to protect the "idea", failing to guard your game with a contract defining the metes and bounds (i.e., their rights to use or reverse engineer the functionality of the game) of your relationship with users could be equally disastrous. You can read more about such agreements below. Finally, as a note about the card game, be wary of allowing wagering or other forms of betting, since this is technically likely a "game of chance" which would subject you to a web of licensing and regulatory requirements. You may want to consult in person with a counselor knowledgeable in online ventures.

    I hope this helps.

    Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.

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  • What is the best way to incorporate in order to create a company that can support venture funding and an initial equity split?

    this company will initially have 2 or 3 co founders with differing equity percentages and the need to scale up with additional employees that would have minimal equity. Additionally the company will produce venture funding within the first 6-12 m...

    Kaiser’s Answer

    Traditionally, VC oriented startups should be organized as C-corps. There is a further argument that the C-Corp should be organized DE, due to that state's inherently friendlier attitude to management versus equity. The reasons for the above are outlined in greater detail via the links below. That being said, startups are now increasingly organizing as LLC's and receiving VC funding, but the logic for doing so is undermined if you plan on going IPO.

    Also, you should have a clear road map for VC financing and a clear understanding of how your product or service will avail itself of such funding accordingly (i.e., use of proceeds). Far too often, startups assume a VC route is the route, without a more robust understanding of their own position and needs.

    If you need counsel and would like to chat further and see if our firm can be of service to your startup, I encourage you to visit our website and reach out to us.

    I hope this helps.

    Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.

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  • Are there tax benefits for lending to a small business or person?

    I have a friend asking for a loan to start a small business. Are there any potential tax benefits for lending him the money personally or to his soon to be formed small business corporation? I understand the risks of making a unsecured loan to a...

    Kaiser’s Answer

    In addition to the notes above, you should also strongly consider properly documenting the loan through a proper promissory note (please see link below). One path to a possible tax benefit (if the borrower is an LLC) is to make the note convertible. In that way, should the note be converted into interest in the LLC and the LLC has losses, you *may* benefit from the allocation of such losses. However, as mentioned earlier, you should not consider making such loan as a tax write off.

    I hope this helps.

    Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.

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  • Can I start a business in the US (New York), on a G-4 Visa?

    I work at the United Nations and am not a US citizen. I am on a G-4 visa. My boyfriend (US citizen) and I want to open a small food business. Am I allowed to be a partner in this business considering my status? Can I be a part of a limited liabili...

    Kaiser’s Answer

    Attorney Shultz is correct. Your visa inherently limits your ability to take on an active management/employment role in the company, at least on paper. Our firm has in the past engineered "trust" relationships with US citizen/residents to hold the equity in the business entity for the immigrant, until such time as the immigrant adjusts their status to something more suited or gains residency/citizenship. However, there is no "one size fits all" for such an arrangement.

    I hope this helps.

    Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.

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  • Legal requirements in registering non profit organization

    1. Minimum number of employees? 2. Is office space a requirement, or is web-based only possible? 3. Is is necessary to show proof of funding for 3 year projected budget?

    Kaiser’s Answer

    Hello, one of the best resources for finding information on New York Non Profit Entity Requirements is the state itself. Please see the link below for my firm blog; it links to the New York state guide which summarizes most of those requirements.

    One thing that you will need right off the bat is a minimum 3 board of director members and their full addresses. Also, proof of funding is typically not a requirement. Finally, bear in mind that by "registration" you may be conflating the formation of the actual business corporation with its subsequent recognition as a tax exempt organization at the state and federal levels. The former is mostly a basic administrative process of filing paperwork and providing fees, whereas the latter (i.e., getting tax exempt status) is an involved process that requires a full business plan, projections and so on.

    You should read up as much as you can before taking the plunge and/or engaging an attorney or accountant.

    I hope this helps.

    Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.

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  • Do I need a new DBA?

    I established my photography/web design business in 1999 (New York City - Manhattan). I got the federal EIN and sales tax Certificate of Authority. I registered my business as JMK Gallery in the City Hall and got a Business Certificate. I paid tax...

    Kaiser’s Answer

    As mentioned by the post above, confusion abounds with most bank officers at the time of opening a bank account as to what ACTUAL documents are required. As noted, there is no need for a recently issued DBA as the rights granted with a DBA typically do not have an expiration date. That being said, you should explain to them that this is not a bank account for a new business entity (i.e., a corp. or LLC), but rather a bank account with a business name that should be utilizing your personal tax ID. So in answer to your question, there should be no need for new licenses.

    I hope this helps.

    Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.

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  • Copyright website design and interface

    Hi, We are in the process of revamping the game interface and design of an online game (like mafia wars) and creating new features. I wanted to know if you can protect the design, interface and features. We have suffered in the past from many g...

    Kaiser’s Answer

    The law of UI protection is rather complex. Copyright is the first and most cost effective route you would take. However, bear in mind that over the years there has been fragmented judicial interpretation of the scope of such protection. That being said, not getting a copyright registration on individual UI elements (as well as character designs and other visual expressions unique to your game) and the entire "look and feel" given the price point is foolish. You may wish to look at the following landmark cases to get a better sense of copyright's limitations (mostly to the usefulness doctrine) ILOG Inc. v. Bell Logic LLC, Lotus v. Borland, and Apple v. Microsoft.

    Some companies have also tried to use trademark and more specifically the trademark doctrine of "trade dress" to protect their rights. However, that avenue is typically closed, because as a threshold you must be able to demonstrate that the UI/elements have acquired a "secondary meaning" in the market. That usually entails having been on the market for some time and a visible reaction by consumers upon seeing that UI that puts your brand in their focus is demonstrable. Being that this is a revamped UI that may not be likely.

    Another route is a so called deign patent, which can cover the graphical assets and the total UI. This form of protection can "fill in the cracks" of the copyright protection discussed above. However, again, none of these approaches are in and of themselves foolproof and you should likely consider both copyright and a design patent. You can see Google's design patent for its interface below.

    If you need counsel familiar with software, please feel free to reach out to my office. I hope this helps.

    Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.

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  • Can I sell any products if I pack it and put a different name and logo on it?

    I am planning on using premium cosmetics and pack them in different containers and call them by a diferent name and use my own logo design to sell in my Webstore. How can I legally do this without breaking patent or copyright rules?

    Kaiser’s Answer

    What you are proposing is fraught with legal peril. I would advise you to not do this. The operative law you should worry about is not copyright or patent per se, but trademark. Specifically what you describe would fall under the doctrine of "reverse passing off", which is to represent a competitor's goods as your own. This is not a novel doctrine and is well established under the law. This means that a lawsuit would very likely follow from the premium brand.

    Instead, the legal route would be to become an authorized reseller of the goods and or become a licensed "white label" distributor (which would allow you to repackage the goods).

    I hope this helps.

    Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.

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  • I have an ecommerce site but have not incorporated the business yet - I want to buy items in the US to sell in Asia

    Need to find out the ability to source from the US to sell abroad - advantages/ disadvantages to incorporating here vs. incorporating abroad. The largest factor for incorporation in the US would be to manage relatioships with jobbers/sourcing ...

    Kaiser’s Answer

    There are 3 primary rationales for establishing a domestic US corporation (or other business entity):
    1) Administrative and Tax Burdens: Having a corporation (or some other form of business entity) overseas may protect you from liabilities in a general sense. However, if you are a US based individual or intend to have US based staff (for sourcing, etc.), the tax and administrative burdens associated with such overseas entity may outweigh the benefits. For example, you may have to prepare and file US tax forms even if you have a foreign entity, since business was transacted domestically (sourcing contracts, contractors, vendors, etc.) and the US may very likely deem the revenues generated from the site to be domestic and therefore taxable.
    2) Controlling the Venue and Choice of Law for Disputes. Having access to American law and courts for potential lawsuits is critical to protecting your operation from liability, especially in the online context. The US has a very strong notion of contract law in online transactions. This means that you can structure your relationship with your end users strictly per the terms of service site agreement. Also, that agreement would allow you to use US law and US courts should a lawsuit arise, which would be a strong barrier to lawsuits from abroad, because of the cost to a foreign party to come here and retain local counsel. Finally, in order to have access to these courts, a very necessary component would likely be domestic corporation or other business entity.
    3) US Law and Safe Harbors for Web Site Operators: If your site has any social media components (blogs, forums, user generated content), US law has a number of site operator friendly “safe harbors” to protect them from the conduct of their users (e.g., defamation and copyright infringement.)
    My firm specializes in online ventures (e-commerce and social media) and has a good number of clients in an international setting. Also, both my partner and I are alums of the US Court of International Trade giving us strong insight into import/export and customs laws. You may wish to visit our website and blog, which are linked below.
    I hope this helps.

    Disclaimer: This answer is for informational purposes only and does not constitute general or specific legal advice, nor create an attorney client relationship.

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