[E-trademarks] Parent puzzle part 2

[Lara Pearson]

Thank you, Noel, both for your kind words, and helpful response, as well as
to all others who responded.

Follow-up hypos:

1. Apart from the TM license, what documentation would you want if Sub (S)
was formed *before* the Client (C), and the Client was formed specifically
to become a parent to several pre-existing entities, including S?

2. If parent C subsequently decides it wants to subsume S and acquire all
of S's intangibles, is there paperwork you'd want in addition to a standard
assignment from S to C?

I am probably overthinking this, and I appreciate the confirmation or
refutation of that presumption.

Thanks again, wonderful list friends.

I hope you find delight in your Friday and upcoming weekend.

Warmly,



*Please be aware the Brand Geek Office is practicing a 4-day work week and
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Lara Pearson (she/her/hers) [Why pronouns
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?] (Hear how I say my name <https://namedrop.io/larapearson>)

Law Office of Lara Pearson Ltd, PBC

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On Thu, Feb 8, 2024 at 1:11 PM Noel D. Humphreys <
NHumphreys at connellfoley.com> wrote:

> Lara, Thank you for all your insightful inputs to this list.
>
>
>
> One place to start would be to learn how S has been treated on C’s tax
> returns.  You would also want to learn whether it is a corporation or an
> LLC or something else.  You would also want to find out what jurisdiction S
> was formed in.  If it’s a public company, or otherwise has audited
> financials, you could ask the auditors what evidence they turned up when
> they were figuring out he to integrate S into C’s financial statements.
> Assuming it’s not formed in Ireland or the Turks & Caicos or Bermuda or the
> like, then, if it’s a corporation, you would like to find out whether they
> have a stock ledger or a stock certificate that evidences ownership.  Maybe
> organizational minutes from S’s board of directors.    If it’s an LLC, you
> would expect to see an operating agreement that identifies C as the sole
> member (in a manner consistent with the tax return).  Is that responsive to
> your question?  Are there bank loan documents that include the
> information?  Did C’s lender take a security interest in S’s registered
> IP?
>
>
>
> *Noel D. Humphreys*
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> *From:* E-trademarks <e-trademarks-bounces at oppedahl-lists.com> *On Behalf
> Of *Lara Pearson via E-trademarks
> *Sent:* Thursday, February 8, 2024 3:41 PM
> *To:* Carl Oppedahl <e-trademarks at oppedahl-lists.com>
> *Cc:* Lara Pearson <lara at brandgeek.net>
> *Subject:* [E-trademarks] Papering a Parent & Sub relationship
>
>
>
> *External email: careful w/links or attachments.*
> ------------------------------
>
> Hi listfriends:
>
>
>
> I hope this finds everyone feeling smiley. 😀
>
>
>
> A new-to-me client challenged me (hypothetically, of course) with this
> puzzle, I am hoping you can help me with . . .
>
>
>
> Client (C) has a wholly owned sub (S) that acts as an IP holding co. C has
> no paper chain between it and S, and asked me what documents it needs to
> have with S, apart from a TM license with the right to sublicense. Presume
> that it presently has NO docs that indicate C is the sole parent of S.
>
>
>
> I have no idea what other types of docs we need, and appreciate any
> guidance you can offer.
>
>
>
> Thanks kindly.
>
>
>
> I appreciate each of you, always (lurkers too!). :-)
>
>
>
> Warmly,
>
>
> *Please be aware the Brand Geek Office is practicing a 4-day work week
> and  will be closed on Fridays. Thank you!*
>
> Lara Pearson (she/her/hers) [Why pronouns
> <https://medium.com/gender-inclusivit/why-i-put-pronouns-on-my-email-signature-and-linkedin-profile-and-you-should-too-d3dc942c8743>
> ?] (Hear how I say my name <https://namedrop.io/larapearson>)
>
> Law Office of Lara Pearson Ltd, PBC
>
> Leader, Brand Geek
>
> A Law Firm Run by and for SoulfulpreneursSM
>
> Lara at BrandGeek.net | Ph: 775.833.1600 | My bio
> <http://brandgeek.net/about/>
>
> This e-mail may contain information that is *privileged* or *confidential*.
> If you received this communication in error, please immediately notify the
> sender and delete/destroy all copies of this correspondence. Thank you.
>
>
>
> *Protecting the Brands that are Changing the World®*
>
>
> *Protecting the Businesses that are Changing the World® Protecting the
> Brands of Soulfulpreneurs**®*
>
>
>
> *Leading the way, we belong to: 1% for the Planet (since January
> 2006), Certified B Corporation (since February 2008) & American Sustainable
> Business Network (formerly SVN) (since January 2009).*
>
>
>
> *Save the planet! Please don't print.*
>
> *I humbly acknowledge that this email is being sent from the unceded
> traditional lands of the first people of Lake Tahoe, the Washoe or Wašišiw
> ("people from here," sometimes translated as Wa She Shu) of the Great
> Basin, past, present, and future. I honor with gratitude this sacred land
> itself and the Washoe Tribe <https://washoetribe.us/>.*
>
>
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