Optima Law Group Blog

​Protecting Your Intellectual Property – One of Your Most Valuable Assets

What is Intellectual Property, or “IP?” In simple terms, Intellectual Property is an intangible asset, including patents, copyrights, trademarks, secrets, etc. Your company’s intellectual property may be some of your largest and most valuable assets, especially during a sale. According to the U.S. Chamber of Commerce, America’s IP is worth $5.8 trillion, more than the nominal GDP of any other country in the world.

Since these precious assets give your company a unique competitive advantage, you must take all necessary steps to protect them. How should you protect these assets? With the help of an experienced and knowledgeable IP Attorney, you can create legal barriers to prevent your competition from stealing your company’s valuable knowledge, ideas, formulas, and everything else that your company has worked so hard to create.

It is critical that you hire the right IP Attorney to handle your Intellectual Property. Here are a few of the questions that you must ask a potential IP Attorney:

1. Does the IP attorney have experience in all IP legal practice areas: patents, trademarks, copyrights and trade secrets? 
2. Does the attorney have experience in both IP protection and enforcement? 
3. Does the attorney have the experience in freedom to operate analyses and IP legal opinions? 
4. Does the attorney have detailed experience in IP portfolio management? 


Legal Trends – Rising Hourly Fees

Optima Law Group is pleased to introduce a new series on legal trends. We will examine current trends in the industry and how our firm is dealing with them and innovating for the benefit of our clients. We recently ran across an interesting article that addresses legal hourly legal fees, which just keep increasing.

Despite efforts by corporate clients to curtail legal expenses over the past decade, rates continue to steadily rise at many of the nation’s BigLaw firms. According to a recent article by the ABA Journal, a number of attorneys now have billing rates of as much as a whopping $1,500 per hour. Only five years ago, a billing rate of $1,000 rate was unheard of, yet firms just keep raising rates each and every year.

Optima Law Group strives to keep our rates competitive and to innovate billing practices in a number of ways:

  • Our firm operates in a semi-virtual environment, which greatly reduces our overhead costs. We pass this savings along to our clients.
  • We offer all-inclusive flat-fee arrangements, which ultimately reduce surprises and provides ultimate predictability to our clients.
  • We offer flexible payment plans to our clients.
  • We are always upfront with cost estimates for our clients, which provides them with cost predictability.
  • We often cap project fees for our clients.
  • We offer strategic pricing plans to save our clients significant money. For example, we offer patent portfolio maintenance (for companies with 100s of patents) for a reasonable, customized monthly fee.
  • Our team is always flexible and moves quickly to complete assignments, which saves our clients time and money.
  • Our firm is geared towards working with entrepreneurial clients, so we work within a not a one-size-fits-all nature.


Protecting Americans From Tax Hikes Act of 2015: What it Means for Your Business?

You may have been busy celebrating the holidays while President Obama signed “The Protecting Americans from Tax Hikes Act of 2015 (PATH),” bill into law on December 18, 2015. What does this mean for your business? As a new tax season is upon us, it is time to take note of the changes.

For the past few Decembers, Congress has passed “temporary” tax provisions but this new bill finally makes them permanent. This should give businesses confidence in 2016 as these important tax incentives has been extended through 2019, or permanently in some cases.

Here are a few of the bill’s notable Business Tax extenders:

  • Tax credit for research expenditures, which allows a qualified small business (i.e., a corporation or partnership with gross receipts less than $5 million in a taxable year) to elect a credit against payroll tax liability, up to $250,000, in lieu of taking a research tax credit.
  • Work opportunity tax credit. Allows a credit for the hiring of a qualified long-term unemployment recipient (unemployed for not less than 27 consecutive weeks).
  • Exclusion of 100% of gain on certain small business stock
  • Equalization of the tax exclusion for employer-paid mass transit and parking benefits. Expands such exclusion to include bike-sharing programs. 
  • Increases the national limitation amount for the new markets tax credit through 2016. Extends through 2021 the period for carryover of unused limitation amounts.


Optima Law Assists StarPoint Advantage with Acquisition


We are pleased to announce that Optima Law Group’s client, StarPoint Advantage, a San Diego-based IT technology services business, has been acquired by Business Complete Solutions (BCS), which supplies office equipment, document management and managed IT services to the San Diego market. Optima Law Group assisted with the acquisition, which was completed on December 1st.

StarPoint is a Managed Services Provider (MSP) that provides a range of managed and cloud services. Prior to the acquisition, BCS, the largest independently owned company of its kind, provided the same services but it was looking to acquire a company that would allow it to expand its offerings in order to accelerate growth.

The new acquisition permits BCS and StarPoint to jointly market combined product and service offerings throughout the San Diego market, allowing BCS to expand its service offerings through StarPoint’s employees. David Davis, President of StarPoint Advantage, will remain with BCS to lead its managed services business.

The Optima Law Group team would like congratulate StarPoint and BCS on a successful acquisition. We wish them the very best in the future.

Optima Law Group assists clients in relation to mergers and acquisitions, capital markets, federal and state securities compliance, corporate securities, debt and equity financing, stock option plans, intellectual property, emerging companies, and corporate governance.


Read More about the StarPoint Acquisition in the San Diego Business Journal

Opportunities and Landmines: Changes In Rule 506 and Reg D (Part 2)

On September 23, 2013 (the “Effective Date”), all companies that rely on a Rule 506 exemption for their securities offerings were affected by the SEC’s new ‘bad actor disqualification.’ The ‘bad actor disqualification’ affects all securities offerings that rely on Rule 506, even those made by companies that choose not to engage in general solicitation under the new Rule 506(c). Your company’s securities offering is at risk of losing its Rule 506 exemption if a “covered person” engages in a “disqualifying event” on or after the Effective Date, and you must give written disclosure to your company’s investors for those that occurred prior to the Effective Date.

“Covered persons” include:

  • the issuer, including its predecessors and affiliated issuers;

  • directors, general partners, and managing members of the issuer;

  • executive officers of the issuer, and other officers of the issuers that participate in the offering;

  • 20 percent beneficial owners of the issuer, calculated on the basis of total voting power

  • promoters connected to the issuer;

  • for pooled investment fund issuers, the fund’s investment manager and its principals; and

  • persons compensated for soliciting investors, including their directors, general partners and managing members.

“Disqualifying events” include:

  • Certain criminal convictions;

  • Certain court injunctions and restraining orders;

  • Final orders of certain state and federal regulators;

  • Certain SEC disciplinary orders;

  • Certain SEC cease-and-desist orders;

  • SEC stop orders and orders suspending the Regulation A exemption;

  • Suspension or expulsion from membership in a self-regulatory organization (SRO), such as FINRA, or from association with an SRO member; and

  • U.S. Postal Service false representation orders.

If a covered person engages in a disqualifying event and no exception or other exemption from registration is available, your company’s investors will have the right to rescind their investments for one year and get their money back.

With these dire consequences in mind, we advise you to do your due diligence by distributing questionnaires and creating written procedures for assessing potential bad actors. Your company is now required to take preemptive action to avoid disqualification, and you need to be prepared to make representations as to the compliance of your company and all covered persons. For these reasons, you should always work with qualified counsel when initiating or altering your Rule 506 offering.