Small Business Law and Litigation Legal Terms

AAt Will
If you are employed on an “at will” basis, this means that you or your employer can terminate your job for any or no reason, at any time, and with or without notice, so long as the termination does not violate any laws. Unless an employee has a contract stating that employment is for a fixed duration and can only be terminated for specified reasons, or the employee is subject to a collective bargaining agreement, the employee is most likely employed on an at-will basis.
Refers to the Consolidated Omnibus Budget Reconciliation Act, the federal law that allows employees, spouses, and dependent children to continue participating in group health insurance plans, at the employee’s expense, when the employer has 20 or more employees, after a “qualifying event” that causes the employee (or dependents) to lose group health coverage. Qualifying events for employees may be a reduction in number of hours worked or termination for reasons other than gross misconduct. Employee coverage may continue for up to 18 months. For spouses or dependent children, COBRA qualifying events may include any of the employee events in addition to employee divorce, death, or eligibility for Medicare. Spouse/dependent child COBRA coverage can continue up to 36 months. Employees of companies with less than 20 employees who participated in a company’s group health plan may be eligible for up to six months of continuation coverage under applicable state laws.
Copyright is protection provided to authors of fixed literary, dramatic, artistic, and musical works as well as some other intellectual works, published and unpublished. The owner of a copyright has the exclusive rights to use the copyrighted work for reproduction, distribution, creating derivative works and public display of the work. Copyright protects the form of expression but not the subject matter, protecting for instance, the way an author described a cat but not preventing anyone else from writing their own description of a cat – as long as it is not copied from an original work. The Library of Congress registers copyrights. Registered copyrights of works created since 1978 last the life of the author plus 70 years. For works "made for hire", the duration of copyright will be 95 years from publication or 120 years from creation, whichever is shorter. Some treaties extend copyright protection in member countries.
The separate business entity created by filing articles of incorporation with the Secretary of State. Corporations are required to follow appropriate corporate tax laws and create and follow Corporate Bylaws that address the appointment of directors, issuance of stock to shareholders, and required meetings and minutes. Corporations can be created as an ‘S’ corporation (function similar to an LLC) or ‘C’ corporation (regular corporation), depending on the number of shareholders and tax considerations. A small business attorney can advise how best to organize and operate a corporation legally.
Means “doing business as” and refers to the situation of a business being named something different than the owner’s name (e.g. when Jane Doe has a business named “Creative Minds”). In DBA situations, a “fictitious name” must typically be filed with the county clerk’s agency to allow the owner(s) to open bank accounts, etc. in the business name. Attorneys who are filing the articles of organization or incorporation for a small business can also address DBA situations.
Refers to the Equal Employment Opportunity Commission, the federal agency that enforces employment laws related to Civil Rights (Title VII), age discrimination (ADEA), Americans with Disabilities Act (ADA), and Equal Pay Act (EPA).
FFamily and Medical Leave Act
(FMLA) is a federal law that allows eligible employees up to 12 weeks of unpaid medical leave with continued medical benefits and restoration of their original position when they return. Employers and employees both have specific rights and responsibilities during an FMLA-qualifying leave. Employers who must offer FMLA are all federal, state, and local governments and agencies (including public and private schools) and private employers with 50 or more employees for 20 weeks per calendar year. Employees are eligible if they have worked for the same employer for the previous 12 months and have worked at least 1,250 hours during that time. Leave is granted to employees who can provide medical documentation to support that the leave is needed due to the birth or adoption of a child, the employee’s serious health condition, or the serious health condition of the employee’s immediate family members.
HHouse Mark or Product Mark
These are special kinds of trademarks. House mark identifies the company that makes or sells the product or may identify a line of products. Product mark refers to a particular product under that company name or product line.
IIndependent Contractor
Workers who provide a service or trade, independent of a permanent employment relationship. The term refers to people who are in business for themselves and frequently includes freelancers, consultants, designers, accountants, independent plumbers and carpenters and any other independent providers of trades. Independent contractors are frequently paid a set fee per project but are sometimes paid hourly for their work, depending on the field of business or type of project. Because of the tax implications of independent contractors, the IRS has strict rules about when an entity can be considered an independent contractor and when they are acting and being used more commonly as an employee of a business.
Industrial Design Right
The rights held by the owner of design patent, protecting the form, appearance, style, or design of an industrial object (i.e. furniture or machinery parts).
Industrial Property
A phrase used sometimes to describe industrial or commercial patents, trademarks, and design rights.
LLLC Limited Liability Company
A formal organization of a business that limits the extent to which members can be personally liable for the obligations of a business. LLC’s have specific allowances related to taxes and flexibility in management and distribution of profits, allowing them to act as a corporation in some ways and a partnership in others. LLC’s must file “Articles of Organization” with the Secretary of State and should have an Operating Agreement in place. A small business attorney can advise about LLC organization and how to operate legally as one.
NNondisclosure Agreement
Also known as NDA’s or confidential disclosure agreements (CDA’s). An NDA is a signed legal contract between at least two parties that states clearly that the parties may share confidential materials, ideas, trade secrets, or knowledge with each other but may not legally share it or use the confidential knowledge otherwise.
A business with more than one owner that has not filed organization or corporation papers with the state. Partnerships can either be “General” or “Limited”. General partners share all personal liability for a business’s operations and debts. Limited partners are not responsible for day-to-day operations of the business and are limited in their personal liability for partnership debts. Limited Partnerships often include situations when one or more General Partners run a business and assume personal liability for it along with one or more Limited Partners, who are often passive investors in the business. The operational and ownership plans of partnerships can be legally clarified by having both a Partnership Agreement and a Buy-Sell Agreement in place. These legal agreements state how the business will operate and how it will be affected should one partner die or desire to sell their ownership or leave the partnership. A small business attorney can advise how best to operate a partnership.
Patents protect inventions and improvements to existing inventions. A patent grants an inventor permission to exclude others from making, using, offering for sale, or selling their invention in the United States or importing their invention into the United States. There are three types of patents: utility, design, and plant. Typically, utility and plant patent last 20 years from filing and design patents have a term of 14 years. A utility patent will expire during its term unless appropriate maintenance fees are timely paid. The U.S. Patent and Trademark Office (USPTO) issues patents but the owner has to enforce the patent without the help of the USPTO. Patents are issued and enforced by country.
SShareholder Buyout Agreements
Legal documents that formally document how shareholders in a corporation may sell or transfer their shares. Shareholder buyout agreements are important for all corporations but can be vitally important to the health of a small corporation, where a shareholder’s death or desire to sell their shares can have a big impact on the leadership and longevity of the corporation.
Sole Proprietorship
A one-person business, not registered with the state as a corporation or LLC, in which one person owns all the assets of the business and is responsible for all decisions related to the operation of the business.
TTrade Secret
Confidential, non-public information about a business. Trade secrets can include business methods, ideas, recipes, or anything else a company deems especially important to its future livelihood. Protection against revealing trade secrets sometimes comes in the form of non-disclosure agreements or may be included as points in an employment agreement.
Trademarks or service marks,(also referred to just as "marks"), protect brands, brand names, symbols, logos, devices, and designs applied to products or used in connection with services. A trademark can be words, a design, a color, a sound, a smell and even the way something feels as long as it is distinctive. The USPTO issues federal mark registrations used "in commerce," which is generally in more than one state. Only marks with final USPTO federal registration can be shown with the "®" symbol. Federally registered marks are benefited by: the owner’s ability to take action in federal court on behalf of the mark; the owner's ability to legally enforce the mark nationwide; the owner's ability to use the filing date of the U.S. application in a foreign registration to predate registrations in foreign countries; and the owner's ability to record the registration with the U.S. Customs Office (to prevent the importing of infringing foreign goods). U.S. federal trademark registrations are valid for 10 years after registration, providing that the owner uses the mark during the terms and an "Affidavit of Use" has been filed between the fifth and sixth years following registration. States also issue state trademark protection. Federal trademarks are issued and enforced by each country.
UU.S. Patent and Trademark Office
(USPTO)is the federal office that reviews and grants (or declines) patents and registration of trademarks and service marks.
The laws that state how a private user, business, or other entity may use land, including the type and size of buildings or houses that will be allowed on certain lots. Zoning laws are organized by geographic boundaries and may dictate where single-family or multi-family residential, certain categories of business, and/or agriculture may exist in relationship to each other within city limits. Zoning may also address the number of parking spots needed, how close buildings can be to each other or the street, and how much landscaping must be present in certain areas. Zoning is usually controlled (and created) by city or county governments. These governmental entities may grant zoning variances (e.g. allowing fewer parking spaces, or allowing a building to be built closer to the road, etc.) because of a hardship the zoning law causes to the property owner.