Ping® by Adlerlaw – Structuring and Planning M&A Transactions

I was honored to participate in a recent webinar about Merger & Acquisition Transactions as part of the Financial Poise  M&A BOOT CAMP 2023. Our program, the kick-off episode in the series,  “Structuring and Planning the M&A Transaction,” covered a broad range of topics related to preparing for, structuring, and executing M&A transactions.

Whether you are a buyer or a seller, you may have questions, such as “What are the primary types of M&A transactions?” The panel discussed some of the key similarities and how they are structurally different. For…
Continue Reading Ping® by Adlerlaw – Structuring and Planning M&A Transactions

In Warhol v. Goldsmith, Opinion located here, the estate of deceased pop artist Andy Warhol argued its use of the photo at issue was fair use under the first of the four Fair Use test factors (the “purpose and character of the use”), because Warhol’s contributions were transformative, adding new expression, meaning, or message. The Court countered that while relevant to whether a copying use has a sufficiently distinct purpose or character, it is not, without more, dispositive. It must be weighed against other considerations, like commercialism. Here, the specific use of Goldsmith’s photograph alleged to infringe her copyright is AWF’s licensing…
Continue Reading Ping® by Adlerlaw – Warhol Loses Copyright Fair Use Defense of Photo at SCOTUS

Advertisers delight in activating values and hidden desires of consumers using the language of the advertising claim. The “claim” is the part of an ad that makes some claim of superiority for the product being advertised. These days it is difficult to recognize those that are misleading and even downright lies, because most fit into the category of neither bold lies nor helpful consumer information. When consumers see or hear an advertisement, whether it’s on the Internet, radio or television, or anywhere else, federal law says that ad must be truthful, not misleading, and, when appropriate, backed by scientific evidence. …
Continue Reading Ping® By Adlerlaw – FTC Notices Concerning Product Claims In Advertising

This month’s issue of Ping® highlights Illinois rules regarding use of iPhone-recorded video in a criminal trial. In case you missed it, my article, “Six Things You Can Do to Improve Your Contracts,” from ASID Impact Illinois Magazine, Issue Two, 2022, is discussed below.

Six Things You Can Do to Improve Your Contracts.

In case you missed it, my article “Six Things You Can Do to Improve Your Contracts” appeared in ASID Impact Illinois Magazine, Issue Two 2022, pages 22-24.

Here’s a quick summary.

If you have questions about your business, or about contracts, or if you need assistance…
Continue Reading Ping® By Adlerlaw – Illinois Evidence Rules on Admissibility of Cell Phone Video

Copyright law protects the expression not the idea.

Many writers worry about “idea theft,” using it as the reason they don’t tell people about their projects, won’t publicaly post their loglines, or won’t apply for contests and fellowships. But the fact is, copyright law only protects the expression of an idea, not the idea itself. Lots of films and television shows have similar concepts.

But what do you do if you believe your actual script or deck, or other materials were stolen? I recently received a call from a prospective client with that very concern. Read more here.
Continue Reading Ping® by AdlerLaw – Important Reasons To Register Your Copyright

November 2022

Check out the November 2022 issue of Ping® by AdlerLaw. This issue looks at emerging Copyright & Fair Use issues, tools for protecting Trademarks and cybersecurity best practices. Read More Here Read more here: https://www.conta.cc/3ElC7MH
Continue Reading Ping® by AdlerLaw Nov. 2022 – Fair Use, Trademarks & Cybersecurity

I originally intended to call this article Challenges For Structuring Interior Design Purchasing Fees and Mark-ups, but felt that might be too alarmist.

Nevertheless, Interior Designers often find it challenging to craft the best structure and find the right way to charge clients for interior design services, as well as related services like purchasing and project management. Whether you plan to start up an interior design business or you are already a seasoned interior designer, having clear terms on charges for art, furniture, finishings, fixtures, and other decorative items (sometimes generally referred to as “FF&E” for convenience), will avoid problems…
Continue Reading Ping® by AdlerLaw – Structuring Interior Design Purchasing Fees

When a party seeks to protect a mark that is unregistered, the plaintiff has the burden to establish its entitlement to protection under the Lanham Act due to the “distinctiveness” of the mark. Platinum Home Mortg. Corp. v. Platinum Fin. Grp., Inc., 149 F.3d 722, 727 (7th Cir. 1998).

“The first step in determining whether an unregistered mark or name is entitled to the protection of the trademark laws is to categorize the name according to the nature of the term itself.” Int’l Kennel Club of Chi., Inc. v. Mighty Star, Inc., 846 F.2d 1079, 1085 (7th Cir. 1988). “Marks…
Continue Reading Ping® by AdlerLaw A Note On Protecting Descriptive Words

This month’s issue of Ping® highlights recent changes in State laws in Illinois and New York. Effective January 1, 2023, Illinois joins at least 18 other states to have a Title Act authorizing Registered Interior Designers to seal any bound set or loose sheets of technical submissions. This change can only benefit everyone in the industry including, designers, tradespersons, and most importantly, consumers. Also noteworthy is New York’s legislative approval of NY State Senate Bill S8369B relating to protections for freelance workers. The Freelance Isn’t Free Act (the “Act”) if signed, would amend the New York Labor Law to establish rights for…
Continue Reading Ping® by AdlerLaw July 2022 – Recent State Laws in Illinois & New York Affect Contractors, Interior Designers

The Federal Trade Commission (“FTC”) approved a request for public comment related to updating its Guides Concerning the Use of Endorsements and Testimonials in Advertising. These are better known as the “Endorsement Guides” or just the “Guides.” The current version of the Guides can be found at 16 CFR part 255. These updates were released in May 2022.

The proposed updates are fairly sweeping and touch many aspects of the Guides. I recently discussed these updates at AM Days as part of Affiliate Summit East in New York. Here are the highlights from responses to the questions I get…
Continue Reading Ping® June 2022 – FTC Updates Endorsement Guides 2022 Part I

Review Your Contracts Every Year.

One of the most important tools to protect your business – your ideas (copyrights, trademarks, trade secrets, confidential and proprietary information), customer relationships and talent pool – is your written contract. Your contract is the foundation for a reliable relationship for you, your customers and your employees. More importantly, it helps to prevent misunderstandings and false expectations that can lead to a breakdown in your customer relationship, jeopardize projects, or even worse, result in litigation.    

Starting with a form is just OK.

Many companies start with a model or “form” contract adapted from forms available…
Continue Reading Ping® January 2022 – Reminder To Review Your Contracts