Delaware Law Office
of Larry D. Sullivan, Esquire

A Weblog?
The column to the right, is a news/editorial/comment column. It is a weblog, also know as a blog.

The weblog thing comes from www.blogger.com, which offers us a convenient way to manage the posting, administratively. You don't really need to know all of that, but we have included this explanation so that you won't be confused by the term "blog".

Another important topic here is that since the column includes editorials and comments, you can be sure that we are just exercising our free speech rights as guaranteed by the Constitution and as not yet abridged by a reactionary opportunistic vocal minority.

opinions, everybody's got one...
If you would like your opinion published here, forward it for consideration and editorial review to: info@delawoffice.com.
Or add a comment. Comments by: YACCS

We encourage the exchange of responsible ideas.

Saturday, January 11, 2003

 
copyright and Japanese comic books

There's a large and growing market in Japan for comic books based upon characters created by others. While it's possible that the original creators might successfully bring copyright infringement suits against the creators of these works, such suits have been very rare. Maybe that's partly because the industry is benefitting tremendously from the existence of these books.

A Red Herring article penned by Larry Lessig takes a look at this phenomena. See Copy cats and robotic dogs: What lawyers can learn from comic books.. The focus of the article is upon a paper written by Temple Law professor Salil Mehra, which looks at the practice from a business perspective.

The article Copyright and Comics in Japan: Does Law Explain Why All the Cartoons My Kid Watches are Japanese Imports? will be appearing in the Rutgers Law Review and is available online here. If you're interested in copyright, fair use, artistic creation, and the business aspects of creative works, it's definitely worth the time reading Professor Mehra's article. And, while there are a lot of footnotes that you might be tempted to skip over, there are some great lines amongst them.


Thursday, January 09, 2003

 
Vernon Jordan visits Delaware

Wilmington was visited Wednesday night by civil rights activist Vernon Jordan, who spoke at Wilmington's Theatre N at Nemours, and was presented the Key to the City by Mayor Jim Baker. If you missed the opportunity to hear him speak, the Smithsonian Associates has a realaudio recording of a speech he gave at the Smithsonian Institute from November of 2001 online entitled The Life and Times of Vernon Jordan.


 
noted blog

Congratulations to Kevin J. Heller, Esq, at the Tech Law Advisor, for being named a blog of note over on the front page of blogger.

We're adding the Tech Law Advisor to our blog roll, as well as Stuart Levine's Tax & Business Law Commentary, Jerry Lawson's Internet Tools for Lawyers, James I. Harlan, Jr.'s Harlan's IP Law Blog, and Rita's Res Ipsa Loquitur.


 
copyright infringement everywhere?

A story that caught my eye this morning has me wondering just how wide the scope of the Digital Millennium Copyright Act (DMCA) might be. Is the manufacture of replacement toner cartridges a violation of the Act?
Cindy Cohn, an attorney at the Electronic Frontier Foundation, a civil liberties group in San Francisco that's one of the chief critics of section 1201 of the DMCA, said she expected more cases like the one brought by Lexmark.

"We have long said that the DMCA's potential use as an anticompetitive tool has been great," Cohn said. "Now we're seeing it happen."
It is time to sharpen those pencils, and start writing reply comments to the Library of Congress about the DMCA.


 
indexing the web

I'm still too busy reading Google's reply to a motion for temporary injunction, and motion to dismiss to formulate an opinion upon the legal dispute between Google and portal/ad network SearchKing. It's all Lawmeme's fault, over at Yale Law School. Lawmeme has made the 40 page long reply and 10 page long motion available, along with some very insightful analysis and commentary. (Just what is the practical difference between an injunction and a temporary injunction? See the article.) Thanks guys.


Wednesday, January 08, 2003

 
class action settlement benefits schools, privacy rights groups

A subsidiary of Amazon.com settled several class action law suits in 2001, and money from the settlement is being awarded to seventeen different law schools and privacy rights groups.

One of the recipients is the Electronic Frontier Foundation (EFF). To get an idea of what the EFF does, there's an excellent interview with Senior Intellectual Property Attorney Fred Von Lohmann on the pages of Techfocus. He covers a number of topics, including file sharing, copyright, and the Digital Millennium Copyright Act, from the perspective of a copyright lawyer working towards a balanced approach to protecting intellectual property


 
so larry, what is a series llc?

A Series LLC is first, an LLC (Limited Liability Company). LLC's enjoy the good things about both corporations and partnerships, such as: flow through taxation like a partnership; and a liability shield like a corporation. There are many other characteristics, but that is good for now.

The "Series" aspect is that you can create an LLC which is only one company but has lots of individual and distinguishable parts that act somewhat as if they were different companies. And so, if you have more than one enterprise going you can separate them, but save money with a Series LLC as opposed to having completely different corporate entities for each. As I said on a previous entry, the primary savings in cost is the administrative costs.

Many persons also use this vehicle to separate personal assets from liabilities that they may have, thus protecting their assets from some lawsuits. Other persons utilize Series LLC's as a way to organize their estate and lessen or eliminate estate and inheritance taxes.

What are the other differences between an LLC and a Corporation, or a Partnership? And what about Limited Liability Partnerships? Tomorrow...


Tuesday, January 07, 2003

 
is my delaware series llc valid in other states?

Yes.

The U. S. Constitution provides that each State must give full faith and credit to those official acts of the other States. The creation of a corporation is an act of the Secretary of State of the particular State, and therefore must be honored in the other States. So even in States where such an entity cannot be created, it can exist if brought to that State from a State where it was lawfully created.

For example, people will sometimes fly to Las Vegas to get married because of less restrictive residency and time requirements. That marriage is then lawful in all of the States because the States are required to honor that act of the State of Nevada. (Here in Delaware, our Las Vegas is a wedding chapel just across the border, in Elkton, Maryland - or so I have been told).

I have frequently been asked to create Delaware LLC's to be merged with already existing single owner (member) Florida corporations so that the clients can have a single member LLC, in Florida. This is because, as I am told by my Florida colleagues, Florida does not permit a single member LLC. Florida requires that there be at least two owners/members. But by bringing in a single member Delaware LLC, it is legal to operate in Florida.

And so, even if a State's law specifically forbids a Series LLC, you can bring your Delaware Series LLC with you.

What is a Series LLC, anyway? More on that tomorrow.


Monday, January 06, 2003

 
the kgb and piracy

Former KGB agents are working with a music distribution group to provide watermarking for digital recordings. The technology would allow digital works to be traced back to their origins.


 
publishing Tolkien's Beowulf

The BBC News looks at the six year struggle faced by Professor Michael Drout to publish a manuscript written by J.R.R. Tolkien from 1936. One difficulty he faced was from Tolkien's estate, which is trying to avoid having people exploit the memory of the author.


 
the series llc as a family business - estate restructuring tool

We are frequently asked if a Delaware Series LLC can be utilized to consolidate various closely held business enterprises, while maintaining the liability insulation from each separate enterprise.

Yes.

LLC's differ from regular corporations in their ability to provide 'flow-through' taxation, skipping the double taxation of the traditional corporation, but providing the same level of asset protection. The Delaware Series LLC is a variant of an LLC, established by 6 Del.C. 18-215.

The Delaware Series LLC is a particularly attractive option in planning/restructuring family businesses for some clients. We find that the clients can save money and effort by utilizing these structures to provide a unified management scheme for their holdings. And, as long as they are structured and managed properly, the assets owned by each series are insulated from the liabilities of the other series.

The financial savings are usually to be found on the administrative side, such as annual franchise taxes, registered agent fees, accounting fees, business licenses, creation costs. The extreme permutations of this process have prompted some writers to claim Series LLC's to be the future destruction of the tax code. And yet, so few people are utilizing these structures, and it is difficult to find professionals who are up to speed on them.

Next up, tomorrow ... the Full Faith and Credit Clause of the United States Constitution, as to how Delaware Series LLC's are to be treated in other States.








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