[E-trademarks] Parent puzzle part 2

[Pamela Chestek]

On 2/9/2024 1:38 PM, Lara Pearson via E-trademarks wrote:
> 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?
For what purpose? There are few trademark reasons you need to worry 
about this.
>
> 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?

This is a question for the firm doing the reorganization. If it's a 
merger, you may not need anything. The particular state's law may say 
that the subsidiaries assets become the assets of the surviving entity 
by operation of law, so nothing is needed. The merger document (which 
can be something like a single page from the DE SOS) can be recorded at 
the PTO. But the transaction might be just an assignment of all the 
assets, in which case you will need a formal assignment. So it's really 
driven by the reorg folks, not trademark. But read their assignment 
forms, they often suck!

Pam

Pamela S. Chestek
Chestek Legal
300 Fayetteville Street
Unit 2492
Raleigh, NC 27602
pamela at chesteklegal.com
(919) 800-8033
www.chesteklegal.com
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