If you are interested and Copyright and Technology, this conference is for you.  My friend Gordon Platt of Gotham Ventures is arranging this event. Be aware that although I plan on attending this event, my law office is not affiliated with it. Let me know if you are planning on going.

Copyright and Technology 2011 Conference

November 30, 2011

Manhattan Penthouse, New York City

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Sponsors

Sponsorship opportunities at the Underwriting, Partner, and Media levels are still available.  Please inquire for more information.

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AMEC presents AMEC Art Law Summit, Lincoln Center, New York, October 27, 2011.

Program

8:00 – 8:30am    Continental Breakfast

Plenary Session

Technology Track

Law & Policy Track

4-1/2 Hours of NYS CLE credit will be available for the Law and Policy track of this conference. Discounted tuition is available for attorneys in government or non-profit practice. Financial assistance is available upon request.

Session Descriptions

Morning Session

• Opening Address by Bill Rosenblatt, Program Chair
  The interface between the copyright system and digital technology continues to be fraught with challenges as well as opportunities.  The ground is shifting from encryption-based DRM to technologies for identifying content and tracking its use rather than controlling it, while DRM is maintaining its presence in innovative business models.  Developments in the field come fast and furious; it’s hard to keep track.  This talk will provide an overview of the copyright and technology landscape and examine trends into the future.  Newcomers will gain a solid grounding in the field, while industry insiders will glean perspectives and insights from a consultant and author who has been on the front lines of the industry for the past 15 years.

• Keynote Address
  Tom Rubin, Chief Counsel for Intellectual Property Strategy, Microsoft

• Plenary Session: The Current State of Video Content Protection: Good enough for Now, Good Enough for the Future?
  Do today’s content protection technologies for broadband video stand up well enough to hacks and other security threats? Will they need to be stronger in the future to maintain the standards of protection that content owners expect? On this panel, we’ll explore the current state of content protection for IP video and examine trends in end-to-end content security that indicate whether today’s protections will be good enough for tomorrow and what types of advances in technologies and processes may be necessary.

Technology Track

• The Real World of DRM Implementation
  Unless you are distributing permanent music downloads over the Internet, major content owners still require DRM and other content protection technologies.  If you’re building a service that features premium content, you will need to implement one or more forms of DRM.  In this session, we’ll hear stories from the trenches and learn about the technical challenges, costs, security considerations, and other factors where the rubber meets the road.

• Content Security Challenges in Multi-Platform Distribution
  Today’s content services have to support a growing multitude of platforms, including Android, iOS, and other mobile platforms in addition to PCs, Macs, and set-top boxes.  This leads to challenges in DRM strategy as well as the security of client software.  We’ll hear from experts who can explain the challenges as well as the solutions that are appearing on the market.

• Content Identification: New Applications and Services
  The markets for content fingerprinting and watermarking technology are growing to encompass new and surprising applications beyond copyright filtering.  In this session, we’ll hear some case studies of new content identification applications and services that are helping to make the underlying technology more powerful and scalable.

Law and Policy Track

• The Google Book Settlement: Good Riddance or Lost Opportunity?
  Judge Denny Chin rejected the proposed settlement between Google and book publishers and authors over Google’s book scanning and book search programs.  The parties to the settlement argued that it contained great benefits to all parties as well as to society, while Judge Chin raised concerns about competition as well as structures that should be set up through legislation rather than litigation.  Now that the settlement is dead, what will happen next?  What should happen?

• New Music Services Push the Legal Envelope
  New digital music services have launched that test the limits of copyright law.  Several features are at issue, including  ”scan and match” to let users store their music in the cloud without actually uploading the files, ”cloud sync” of users’ music onto all of their devices, and features that facilitate copying of possibly illegal files into users’ own online collections.   At the same time, music companies want service providers to be more proactive in keeping unauthorized music off their services.  What are the legal and licensing issues behind these features, and where are the issues likely to come out?

• Digital First Sale and the Copyright “Duck Test”
  What rights do you get when you buy a piece of digital content?  For example, do you get rights under First Sale (17 USC 109) or not?  The Ninth Circuit added some clarity to this murky legal question in its opinion in Vernor v. Autodesk last year.  The Court stated that if the license agreement in a sale of digital content contains terms that are more restrictive than those of a copyright sale, then the license holds and the terms are enforceable.  What are the implications of this decision on other forms of content?  Will publishers start putting “shrinkwrap agreements” on printed books?  Will the decision affect used record and video stores?  What will the future of First Sale in the digital world look like?

How would things look today if the great American start-ups have not been created? Without Starbucks we would still be drinking Nestcafe. American companies, most notably the big four, Apple, Facebook, Google, and Amazon are battling it out now for the future of the innovation economy.

Our system of innovation is founded on three important principles: technology, talent, and tolerance. Start with a great college like Columbia, Stanford or MIT , mix in venture capitalists,  bring in a steady flow of super talented people and you may have something.  But entrepreneurs with the vision and skills to follow through, executing and building companies are the secret to these companies.

This new system has decimated many industries in its wake.  When was the last time you asked a travel agent for advice about a hotel room in Reykjavik?   Despite this creative destruction, I believe that the power of creativity is an even greater force.  It is up to you to tap it.

This just in from the Arrington-less TechCrunch. Bitcasa, a winner of the TechCrunch Disrupt (nothing like some free press), for only $10 a month, stores your whole hard drive in the cloud. This means everything, your photos of you grandmother Matilda, your summary judgment motions and your Interpol collection.

What is so incredible about this service is that it is automatic. Unlike Dropbox, which I love dearly, you do not have to save your files in a specific folder.

Let me know what you think of this new service.

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The Wall Street Journal reports that  bullying litigation is on the rise throughout the country.

The primary driver of this type of litigation is an increasing awareness of bullying.  The lawsuits are increasing for several  additional reasons, including new standards and more experts in the legal community, says David Finkelhor, director of the University of New Hampshire’s Crimes Against Children Research Center.

Apparently Martin J. Cirkiel an attorney who practices in Texas claims that he has processed 60 to 70 cases about bullying in the past two years.

One case that has garnered much attention is the matter of  Jon Timothy and Tami Carmichael of Cleburne, Texas, who are convinced their 13-year-old son Jon’s suicide in March 2010 was the result of daily bullying by peers and the lack of action taken by school officials.

The lawsuit alleges:

that staff and students were aware of multiple acts of bullying, including incidents in which their son was thrown into a trash can, had his head flushed in a toilet and — shortly before his death — was stripped nude, tied up and again placed into a trash can. The lawsuit states a tape of the latter event was posted on YouTube, then taken down “at the direction of an unknown staff member, who also failed to report the incident.”

The Carmichaels’ federal lawsuit is against the Joshua Independent School District.  This could be a big problem for school districts who take a blind eye to bullies.

USA Today also notes some other recent lawsuits:

•The National Center for Lesbian Rights, the Southern Poverty Law Center and the Faegre & Benson law firm filed a lawsuit on July 21, challenging anti-gay harassment in schools within the Anoka-Hennepin School District in Minnesota. The case is “currently in mediation,” says Brett Johnson, spokesman for the district.

•The family of a Howard County, Md., student filed a $10 million federal lawsuit in U.S. District Court in Baltimore against several school officials in January, claiming administrators failed to protect the student from bullying that led to his suffering from symptoms of post-traumatic stress disorder. District spokeswoman Patti Caplan says a motion to dismiss has been filed.

The Law Office of Frederic R. Abramson practices civil litigation in New York. If you have a question about Cyberbullying in New York, free fall to call me at 212-233-0666.

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Summertime has come and passed. It was a busy August in terms of news, with Hurricane Irene soaking the New York area, Steve Jobs relinquishing the CEO position at Apple and an ugly jobs report.  Hopefully you escaped to a sunny destination or traveled to a far off land.

Since we are all back at work, now is an ideal time to look at what is really important for your business. If you are starting a new business you need to have goals.  Goals are a vital to the success of any business. A goal is an outcome that you wish for that is measurable, actionable and specific.

If your goal is to have the best business in the world, you know that you need a first class product, great design and productive employees. A world class company also has their legal house in order. Do you?

1. REVIEW YOUR INTELLECTUAL PROPERTY. Is the name of your company trademarked? If you created a YouTube video did you copyright it?
2. REVIEW YOUR CONTRACTS. I have drafted many agreements for my clients that they use over and over again. Since laws change, your contracts may be outdated. If the services you have provided have changed, an inaccurate description in your agreement can cause headaches down the road.
3. EMPLOYMENT LAW REVIEW.  If you recently increased the hours of your tech consultant to over 30 hours, she may be considered an employee rather than an independent contractor. How about OSHA regulations, employment taxes?
4. IS YOUR ADVERTISING IN COMPLIANCE WITH THE LAW? If you have an ongoing advertising campaign, be aware that there are rules you need to comply with. Under the FTC act
   • Advertising must be truthful and non-deceptive;
   • Advertisers must have evidence to back up their claims; and
   • Advertisements cannot be unfair.
5. BUSINESS SUCCESSION PLANS.  Whether you run your business alone or have partners, you need to have a business succession plan in place. What happens to your business if you become incapacitated? If you have a business partner, what happens if she wants to leave the company?

This is an opportunity for you to make a difference in your entire life. You don’t need to be hit by a Honda Accord in order to focus on what is legally important for your business. Each time that you  implement just one of the above legal goals, you will make a difference in your business.

The Law Office of Frederic R. Abramson represents businesses in New York. You can reach me at 212-233-0666

If you are looking to raise funds you are going to encounter a term sheet.  A term sheet is a legal document prepared by venture capitalists that states the important terms of a proposed investment.  If you receive one, don’t celebrate too hard by acting like a rock star by recklessly smashing your old Macbook pro. Its time to contact an experienced attorney (yes that is yours truly) and negotiate the terms.

There are a couple of points that you will have to negotiate with your investors before placing your John Hancock on the dotted line.

• VALUATION.   When you receive the term sheet for the first time, you will likely focus on what the company is worth. You will see the terms pre-money and post-money valuations. As you can probably guess, pre-m0ney valuation is the price of the company before investment and post-money is after investment. If you are an entrepreneur, your goal is to have your pre-money and post-money valuations to be as close as possible. These means that you get to claim more of your company.
  

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• PREFERRED STOCK. When you start your company, the shares you create are called common or founders stock. Investors do not like common stock. They want preferred stock, which grants them a number of protections.
• LIQUIDATION PREFERENCES. If a liquidity event occurs you need to know how money will be shared. A liquidity event can include a variety of scenarios, including bankruptcy and a sale of the assets. Your goal as an entrepreneur is to limit any liquidation preferences.
• NO-SHOP PROVISIONS. Toward the end of the Term Sheet, there is usually a provision that will not allow you to obtain additional funding. You should limit this provision to 30 days.
• FOUNDER VESTING.  Once you learn about this concept, you may jump out of your seat.  You actually have to earn your shares. With reverse vesting a certain amount of shares are put aside and are earned over a period of time. Basically the founders want to ensure that you don’t leave the company.
• ANTI-DILUTION. This provision is used to protect the investment if the start-up obtains additional financing at a rate lower than the previous round. As Brad Field explains, there are two types: weighted average anti-dilution and ratchet based anti-dilution.
• OPTIONS.  Usually, the term sheets will reserve some stock for stock options. This will be used to compensate employees.  You may dicker with your investor whether the size of that pool is determined using the pre-money or post-money valuation.

The Law Office of Frederic R. Abramson represents both entrepreneurs and investors in New York. If you have a question regarding term sheets, contact me at 212-233-0666. 

Image by NobMouse via Flickr

You started a new business and hired a web developer to design your website. Who owns the website design? The determination is dependent on whether the site design is a work for a hire.

If you own a business that deals with any type of intellectual property, you have to understand the concept of work for hire.

In the above example, which I encounter frequently, the web developer will often claim in the contract that they own all intellectual property rights to the design.  They are technically correct. If you fail to enter into a contract, the copyright belongs to the web developer.  That’s why it is vital to have a contract with a web developer stating that it is a work for hire and assigning all intellectual property rights to you.

There are other instances were work for hire comes into play:

• An employee develops an intellectual property right. If you are a Google employee and you develop a new algorithm improving search results, clearly Google would own the ip.  It doesn’t matter whether or not there is an employee agreement.
• You are owner of company and you have a work for hire agreement.  You may be an owner of a start-up and have a separate consulting business. If the work for hire agreement is silent about ownership of the intellectual property rights, the separate consulting business would retain intellectual property rights.

The golden rule here is that if your company creates intellectual property rights, a contract is essential.

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If you spend any time on social media, you probably read about 40 articles about Google+ in the past week. First the anticipation. Then obvious leaks by Google through Techcrunch, Mashable, Lifehaker and the like. Then a few of your your Twitter friends that you don’t know and who do not refer you business start blogging about it. Finally, you score a “valuable” invitation and you think “what should I do with this important new marketing toy? If I don’t get on it, I will never own a new BMW.’

Here’s my advice. If you run a small business or run a law firm, run as fast as you can away from Google+.  Here’s why:

• Social Media is superficial. By social media, I mean anything but blogging.  With blogging, you can write in depth. With Social Media, you simply share other people’s shit. Frankly, no one cares that you shared the information. It requires about 2% thought to share and if you don’t comment on the link, then you are  a) intellectually lazy or b) not as smart as you think you are.  Google+ is just another way to show that you like to read but have trouble thinking.
• Learning Curve.  Seriously, you probably are going to have to put in about 30 hours to understand the new medium. The big winners of this are  Google, bloggers like Chris Brogan and cheesy aggregators like Business Insider.   More pageviews for them. Go ahead, click an Adword. Google needs you help. There stock only jumped nearly 13% yesterday. Trust me, you going to spend hours exploring why Brogan and Pogue think of Google+. Thereafter, if you have many contacts, like me, then you are going to spend days grouping your contacts.
• Takes Time from Rainmaking.  As an attorney, I depend on referrals. I spend 80 percent of my day working on operations, which for me means working on cases. Ten percent is devoted to administrative work. That leaves me the remaining 10 percent of my time to devote to marketing. Look, I am not a marketer, but my biggest return on investment of that time is  by far eating lunch with referral partners (a la Keith Ferrazzi)  and emailing/calling/pinging clients and referral partners to see how they are doing and find ways that I can help. Your time is finite. IMHO, your time is better spent having coffee at Financier on Stone Street with a business owner in NYC (where I live) than hanging out on Google+ and hoping a marketer from Nebraska will refer you a customer.

What do you think of Goggle+? Do you agree or disagree with me?  Do you get a better return on your time investment via offline or online marketing?

In New York State, only approximately 3 percent of all cases filed in Supreme Court are disposed of after a trial. If you have a business dispute, your goal is to come to a resolution as quickly and as inexpensively as possible. If you have been involved in a lawsuit before, I am sure you know why this makes sense.

As an attorney, one of my responsibilities is to discuss with you the costs of a lawsuit. The basic costs of a lawsuit may include the following:

• Court Costs
• Attorney Fees
• Expert Witness Fees
• Court Reporters

You made the first step and decided to start a new business. You have two business associates who are interested in taking the plunge.  If you plan on setting up shop in New York, read on.

Starting a new business with partners could be risky.  Before you do anything, you are going to need either a Membership agreement (applicable to LLC’s), a Shareholder agreement (for S or Corporations) or a Partnership Agreement drafted. This Agreement cover the duties and obligations of each partner. This document is vital.

To ease your pain, I have created a questionnaire that will help you focus on how you will be conducting business with one another.  Since this questionnaire is part of series, make sure to check back in the coming days for more valuable information.

• What is the name of your company? Legally, your company must have a name. Beyond searching through Google, you should check the New York Corporation and Business Entity Database  and the United States Patent and Trademark (USPTO) database. Be aware a search on the USPTO is not a substitute for a complete trademark search.
• Social Security numbers. When you apply for a tax identification number with the IRS, you need to provide the social security number of one of the managing owners.
• Address of the proposed company.  New York State requires that the business have an address. The registered address could be different than the actual business address. You should also obtain the addresses of all of your partners.
• What type of business are you in?  If you or your partners own different businesses, you may not want to compete with them.
• List all the professionals the business has hired. For example, it is really important to list the name of your accountant so that your lawyer can obtain tax records.
• Contracts.  Has the business entered into any contracts? In the alternative, does the company expect to enter into any business relationships?
• Permits. Some businesses, such as restaurants, may need permits to operate.
• Intellectual Property. Does the company own any trademarks or copyrights? Does a trademark search need to be completed for the names of any products?
• Insurance. There are many types of insurance that a company can obtain. If you plan on hiring employees, you are going to need to purchase workers compensation insurance.
• Bank Account Information.