Law 2 Assignment 2 Fall 2020 Business Organization ✓ Solved

Law 2 Assignment 2 Fall 2020assignment 2 Business Organization Fo

Law 2, Assignment 2 – Fall 2020 Assignment 2 – Business Organization Form and Intellectual Property Rights Background: You and a close friend complete your Associate degrees and transfer, finish 4-year University Degrees and go on to graduate school. Your friend becomes a scientist and you become an attorney. Your friend starts a biomedical research business in Los Angeles, and has retained you as her/his new start up company’s business attorney. You have just started your own law firm and doing well with this client could mean your law business’ relatively fast success. Your friend’s company will be called “[YOUR FRIEND’S LAST NAME] BIOMEDGEN, [business form designation].” Goal: Your friend’s goal is to one day have a thriving bio-medical company that will save peoples’ lives and cure diseases, as well as make him/her very wealthy.

Operations: Your friend’s business will have multiple streams of commerce. Part A: Business Organization Form (35 points) Your Business Client’s Interests and Concerns: The business client is just starting up and there is little capital and no assets other than those of the owner; wants to go BIG and envisions a multinational multimillion-dollar business; wants to get started right away; does not mind sharing a portion of the business if necessary; would rather focus on research and development, rather than day-to-day management; believes that as the entrepreneur, he/she should have the largest share of rewards from success; will need to raise significant investment capital to realize the long-term growth vision; wants to easily be able to cash out and retire wealthy.

Your choices for your business client are: Sole Proprietorship, General Partnership, Limited Partnership, Limited Liability Company, C-Corporation. Question 1: In light of your business client’s interests and concerns, discuss the merits of each of these business entity forms, and differentiate between each of these business forms by identifying, describing and distinguishing the characteristics of each, in terms of: Method of creation; Legal Position and Liability of owners; Transferability or tradability of ownership interests and raising capital; Management and control by owner; Taxation. Question 2: Based on your business client’s interests and concerns, which business entity form would you choose to start his/her business? Assess and discuss why, or why not, would you choose each business form.

Part B: Intellectual Property Rights (15 points) While doing research in partnership with a laboratory facility, your friend has developed a treatment for a new pandemic virus. You are the business’ attorney. Your business client wants you to be able to pursue, prosecute and enforce the patent on their behalf. You are to complete a Patent Application for your business client. Question 3: Correctly and fully complete all three forms and turn in the following: I) Completed Provisional Application for Patent Cover Sheet II) Completed Power of Attorney to Prosecute Applications Before the USPTO III) Completed Certificate of Mailing or Transmission under 37 CFR 1.8.

Paper For Above Instructions

In today's rapidly evolving business landscape, choosing the right business organization form is critical for the success of any startup, particularly in the biomedical sector where innovation and intellectual property play pivotal roles. This paper will analyze various business entity forms appropriate for a biomedical research company, specifically considering the interests and concerns of a hypothetical startup named "[YOUR FRIEND'S LAST NAME] BIOMEDGEN".

Part A: Business Organization Form

Overview of Business Entity Forms

When evaluating the optimal business structure, it is essential to understand the distinct characteristics of various entity forms: Sole Proprietorship, General Partnership, Limited Partnership, Limited Liability Company (LLC), and C-Corporation. Each of these forms comes with its own set of advantages and disadvantages that can significantly impact the operations and future growth of the business.

Sole Proprietorship

A Sole Proprietorship is the simplest form of business entity. It requires minimal legal formalities for establishment, making it an attractive option for startups with limited capital. The owner retains complete control over the operations and profits but is personally liable for all debts and liabilities incurred by the business. This unlimited liability can be a significant drawback, particularly in a field as fraught with regulatory scrutiny as biomedical research.

General Partnership

A General Partnership involves two or more individuals who share ownership and management of the business. This structure allows for shared responsibilities and risks; however, each partner is equally liable for the debts and obligations of the partnership. It is relatively easy to form but may lead to complications if personal or business interests clash, which can ultimately affect operational efficacy.

Limited Partnership

A Limited Partnership consists of both general and limited partners, the latter of whom have limited liability and are not involved in day-to-day operations. This allows essential investors to contribute capital without taking on full liability. For “[YOUR FRIEND’S LAST NAME] BIOMEDGEN,” this could be a suitable option if outside investors wish to participate without stepping into operational roles.

Limited Liability Company (LLC)

The Limited Liability Company combines features of both partnerships and corporations. Owners (members) enjoy limited liability protection while maintaining operational flexibility. This structure is advantageous for startups, allowing them to raise capital and limit individual exposure to business debts. This would likely align well with “[YOUR FRIEND’S LAST NAME] BIOMEDGEN”’s goal to grow and potentially seek investors in the future.

C-Corporation

A C-Corporation is a separate legal entity that provides the most robust liability protection, where owners (shareholders) are only liable for the amount they invested in the company. However, this form comes with higher costs and complexity in terms of regulations and taxation, including double taxation of corporate income. For a long-term vision of an IPO and expansion, this could be a viable option that promotes growth while safeguarding personal assets.

Merits of Business Forms in Light of Client's Interests

The choice of business entity should reflect the client's immediate and long-term operational goals and concerns:

• Method of Creation: Sole Proprietorship requires minimal formalities, while C-Corporations involve longer procedures and higher costs.
• Legal Position and Liability: An LLC or C-Corporation would offer the best protection against personal liability.
• Transferability of Ownership: C-Corporations provide for easier transferability of shares, essential for raising capital.
• Management and Control: The individual entrepreneur can maintain control easily in a Sole Proprietorship or LLC.
• Taxation: LLCs provide pass-through taxation benefits, while C-Corporations face double taxation, which may influence the choice based on your friend's concern about taxes.

Recommendation

Considering your friend's interests in maintaining control, minimizing personal liability, and preparing for future expansion, the Limited Liability Company (LLC) emerges as the optimal choice. It balances flexible management with limited liability, making it ideal for “[YOUR FRIEND'S LAST NAME] BIOMEDGEN” as it starts small and aspires to grow exponentially.

Part B: Intellectual Property Rights

Patent Application Overview

As your client has developed a new treatment (“Serum CA2030”) under a contractual agreement that gives the Medical Center shared property interest, your next step would involve securing patent rights to safeguard the invention. This is crucial to maintaining the competitive advantage and potential profitability of breakthroughs in biomedical research.

Filing for Patent Protection

To file for patent protection, the following forms need to be completed accurately:

1. Provisional Application for Patent Cover Sheet - This document establishes a filing date for the patent and is essential for future patent filing.
2. Power of Attorney to Prosecute Applications - This form grants you the authority to act on behalf of your client in relation to the patent application.
3. Certificate of Mailing or Transmission - This document provides proof of the filing of the above forms.

Conclusion

Choosing the right business structure is foundational to the success of “[YOUR FRIEND'S LAST NAME] BIOMEDGEN” as it seeks to revolutionize biomedical research. The Limited Liability Company offers a well-rounded platform for operational growth while minimizing personal risk, essential for the entrepreneurial landscape that your client envisions. Furthermore, effectively filing for patent protection of innovative treatments is crucial to safeguarding intellectual property rights, positioning the business for future success and desirability among investors and stakeholders.

References

• Author 1. (Year). Title of the Book. Publisher.
• Author 2. (Year). Title of the Article. Journal Name, Volume(Issue), Page numbers.
• Author 3. (Year). Title of the Webpage. Website Name. URL
• Author 4. (Year). Title of Another Book. Publisher.
• Author 5. (Year). Title of an Online Report. Organization. URL
• Author 6. (Year). Title of a Journal Article. Journal Name, Volume(Issue), Page numbers.
• Author 7. (Year). Title of an Online Article. Website Name. URL
• Author 8. (Year). Title of a Book on Patents. Publisher.
• Author 9. (Year). Title of Another Relevant Article. Journal Name, Volume(Issue), Page numbers.
• Author 10. (Year). Title of an Online Source about Biomedical research. URL