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Jimmy Frank Chester
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Jimmy Chester’s Answers

4 total

  • I am starting a PR firm and i dont know whether to be an LLC, Enterprise, Corporated, Incorporated?

    I am the CEO of the company and my best friend will be the President. Is it even worth it to register a trademark locally? or does it make more sense to just go federal?

    Jimmy’s Answer

    Short answer is - it depends. It is likely that an LLC would make the most sense, though the situation merits a discussion with legal counsel as well as tax experts. Regarding the TM, the most "bang for the buck" would be the USPTO registration. See my blog post here:
    http://chester-law.com/practical-tip-top-roi-legal-dollars/

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  • What kind of paperwork is needed in naming someone an officer of a Texas Corporation?

    Recently started a business with my husband and a friend. They are listed on the corporation papers, but I need to be the Treasurer. What kind of paperwork do I need to do to make this legal?

    Jimmy’s Answer

    While there are any number of variables and special circumstances that can change my response, I'll address the "typical" situation:

    Officers (such as a "treasurer") in a corporation are generally elected/appointed by the "Board" (i.e., the company's directors).

    To appoint you as treasurer, the directors either need call a formal director meeting and hold a vote (and jot down minutes of the meeting for the company records), or - assuming the company's governing documents allow it - can execute a written consent in lieu of holding a meeting. This board consent essentially needs to state that it is intended to replace a special meeting, name you as Treasurer, and then must be signed by the directors. Once signed, it should be kept in the company records.

    When the next Texas Public Information Report filing for your company is due (i.e., May 2012), you can provide the state with updated officer information.

    An attorney could probably get this "papered" for you relatively inexpensively.

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  • Purchase of a inc.

    I am going to purchase the corporation I work for. What steps should I take?

    Jimmy’s Answer

    While all transactions are unique, below are some typical steps for a self of single-lender financing:

    1. Have parties sign a non-disclosure agreement.
    2. Enter into negotiations
    3. Execute a non-binding letter of intent (or term sheet) outlining the key terms - the agreement should only be binding with regards to confidentiality and exclusivity of negotiations for a given amount of time.
    4. Conduct due diligence - this involves obtaining information about the company financials, governance, assets (including IP), liabilities, etc.
    - If obtaining financing (e.g., from a bank) for the deal, should coordinate with the lender to ensure they have all the materials they will need to provide the funds
    5. Draft and execute acquisition agreements - could be either an asset purchase or a stock purchase
    6. Close on the deal
    7. Record/update any official documents (deeds, UCC filings, IP assignments, etc.)

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  • Service marks and trademark infringement lawsuits

    Im currently being harrased by a major retailer in regards to the name of my company. I use 1 word that they use in their brand to identify my company and they want me to change my name and give up my domains. Funny thing is that we are both regis...

    Jimmy’s Answer

    While I do not disagree with the other answer, I wish to provide some additional points to consider. One is the cost of litigation - you can go broke being "right." That said, if you have a strong case, you shouldn't feel intimidated merely because the opponent is a large company.

    I agree that the key will be the word in particular that you are allegedly infringing - as well any overlap between the respective markets served be each company. Also, since this other company is a "major retailer" the mark might be considered a "famous" mark. If so, the company will have enhanced rights in its mark. The main point on which I agree with the prior responder is that it is crucial that you have the full details of your case reviewed by legal counsel experienced in handling such matters. My Dallas firm would be happy to assist, or could provide a local referral to counsel in Houston, if you'd prefer. Good luck!

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