Comments Off on Willow Legal Advisors – March 2024 Firm Highlights
Willow’s first quarter of 2024 wrapped up by closing several transactions and advising on a variety of commercial agreements. Willow loves closing transactions because each one memorializes a client’s vision coming to fruition, and we are always excited to review and negotiate agreements designed to expand a client’s commercial activities. Here are a few highlights:
1. Willow represented a client in the sale of nearly 200 oil and gas wells along with other real property rights. Willow prepared both the sale and financing documents for this seller-financed transaction and was thrilled to be a part of our client’s well-deserved retirement.
2. Willow assisted an oil and gas client on the closing of an acreage trade agreement with another production company. This deal was a bruiser! It was in the works for nearly 18 months, and we were thrilled to hear our client’s relief at finally bringing this one across the finish line.
3. Willow represented a client in the sale of a retail sales business. This business was a passion project straight from our client’s heart, and our client was eager to pass the reins of her thriving store to an energetic group committed to the business’s future expansion and success.
4. On the commercial front, Willow assisted an oil and gas producer in the review and execution of commercial agreements regarding increased recovery of certain natural gas liquids. These sorts of agreements allow production companies to leverage their NGL recoveries in response to favorable commodity pricing and are also indicative of a sophisticated and adaptive management team.
5. Willow assisted a long-time client with the review of several agreements relating to the client’s hedge fund strategies. Willow has traditionally assisted this client with their private equity fund-related agreements and was excited to assist with the client’s hedge fund strategies as well.
We asked our Associate, Daniel Reitz, to share his perspective on what makes our firm different from other firms. Please read below to see what he had to say.
To me, Willow stands out from other firms because our ability to adapt and serve across a diverse range of clients, locations and legal issues. Although we primarily work with businesses, we often develop a strong relationship with the owners and other members of the team. Through these personal contacts we frequently get the opportunity to assist these individuals with matters that may be unrelated to the corporate client, such as real estate transactions or estate planning. Further, being primarily a virtual firm, we can (and do) represent clients across the country, and it has been a rewarding experience to work closely with clients with differing life experiences and insights (even though we may be separated by geography). The varied clients with various issues have created a culture of constant learning for us, which pushes us to continually increase the value we are able to provide going forward. We have an expectation that we will continually learn new skills and find ways to become better attorneys: a pursuit which helps ward off any monotony that may come from being a stuffy lawyer.
Comments Off on Willow Legal Advisors – January 2024 Firm Highlights
Sarah and Daniel started January focused on firm-planning and organizational improvements and ended the month working on several transactions for newly onboarded clients. It was a fun month of growth for Willow! Here are a few of the highlights:
1. Willow implemented a new document management system to store its firm and client files on an organized and secure cloud-based server. This may not sound too exciting; however, this is a huge milestone for Willow, and we are thrilled to be using a sophisticated system that adds efficiency to our work product and significantly improves internal communication.
2. Willow updated an oil and gas client’s form of master service agreement in response to recent litigation and changes in market norms. While many companies adopt forms without making routine updates, we ensure our clients are aware of changes in the legal landscape so they can decide when changed circumstances support amending or replacing form agreements.
3. Willow assisted a new client in the sale of nearly 200 oil and gas wells along with other real property rights. As this deal is seller-financed, Willow prepared both the sale and financing documents for the transaction, which will close in February.
4. Willow assisted a long-time corporate client in adopting certain governance policies that promote better transparency among members. Willow also assisted this client in preparing documentation to support its effort to become a certified women-owned business.
5. Sarah had a blast judging the first round of the inaugural Ignite WV Competition. The finalists will compete in April during Bridging Innovation Week and, in the meantime, will go through trainings, mentoring and benchmarking with the goal of being awarded $100,000 or more (depending on need) of technical assistance funds in the final round of the competition.
Thanks for reading!
The information provided in this article does not, and is not intended to, constitute legal advice; instead, all information, content, and materials are for general informational purposes only.
The beginning of a new year is often a time of making resolutions and planning for the future. At Willow, we believe it is equally important to reflect on the lessons learned and achievements earned in the past, as these provide valuable insight on the direction one is heading. Please read below to see what our attorneys, Sarah and Daniel, had to say about their most memorable projects from 2023.
From my perspective, Willow’s most memorable transaction in 2023 was its representation of a corporate client in entering a $100 million, asset-backed credit facility. This was a challenging transaction. Not only were the documents and legal components of the deal highly complex, but the transaction also required coordination among several law firms representing various interested parties, all while raising interest rates and market uncertainty created a tough landscape for companies seeking private debt. Also, this transaction was incredibly important to our client, who intended to use the loan proceeds to partially finance its growing drilling program in Appalachia. Knowing this, we spent many evening and weekend hours working on this deal to ensure that our client was never the cause for delay and to demonstrate our and our client’s professionalism to all parties involved. To me, as Willow’s founder, this transaction was incredibly fulfilling as it showcased our ability to work on sophisticated transactions involving complex legal issues, large international law firms and pressing deadlines while navigating a tough credit market.
–Sarah
For myself, what stands out looking back on 2023 is not so much a single transaction, but rather the many projects I worked on for our private equity clients. When I joined Willow, I had very limited knowledge of the workings of private equity. Although Sarah has continually coached me on my private equity practice development, it was really not until this past year that I truly grasped many of the intricacies of the industry. Throughout the year, I had the opportunity to assist a number of our clients implement internal controls and processes to monitor and maintain compliance with their funds’ governance documents. Working with many different limited partnership agreements and side letters truly heightened my understanding of the concerns and needs of both funds and investors alike. The work our firm performed required that I understand not only the legal aspects of the documents, but also the practical ramifications to our clients. This repeated hands-on experience—coupled with Sarah’s readiness to thoroughly discuss any question I had—fostered a level of professional growth that is unmatched throughout my career. The reason all this stands out to me as my biggest success of 2023 is due to my satisfaction of looking back at the growth in my personal understanding of the private equity industry and the excitement of looking forward to new projects on the horizon that will continue to push my professional development. On a broader scale, I think my experience also speaks to Willow’s dedication to continuous learning and innovation in order to assist our clients achieve their goals.
–Daniel
The information provided in this article does not, and is not intended to, constitute legal advice; instead, all information, content, and materials are for general informational purposes only.
Comments Off on The Advantages of Trademark Protection
Introduction
In today’s business landscape, trademarks are invaluable intellectual property for businesses, enabling them to distinguish their products and services from competition in an ever increasingly competitive market. A trademark is a symbol, word, phrase, or design that identifies and represents a brand, making it instantly recognizable to consumers. Although, to some extent, trademark protection arises automatically when a business uses a mark in commerce, the process of registering a trademark with the United States Patent and Trademark Office (USPTO) offers numerous advantages and protections to a business.
Legal Protection & Exclusive Rights
One of the primary reasons for registering a trademark with the USPTO is to establish legal protection. A registered trademark provides its owner with exclusive rights to use the mark for its goods or services and protects its owner against unauthorized use or infringement by competitors. In the event a third party infringes upon a trademark, the legal process for an owner to assert its rights and stop further infringement is much more streamlined (and less expensive) when the trademark is registered as compared to when the trademark is unregistered. This legal protection safeguards the brand’s identity and empowers a business to protect its reputation, consumer trust, and market share. Protecting intellectual property is an essential component of any business’s strategy for safeguarding and strengthening its identity in the marketplace.
Confirmation of Ownership
In connection with the trademark registration process, the USPTO confirms that the mark being registered is not confusingly similar to any other registered trademark and thereby is owned exclusively by the registered owner. This assurance protects the owner from claims of infringement by other trademark owners (whether registered or unregistered) and ensures that the brand can create and leverage its own reputation without fear that it will be confused with similar products or services. Additionally, many companies in the online marketplace, such as Amazon, Facebook, and Google, have processes in place to protect a registered owner’s trademark from third-party infringement, without the need to file a lawsuit.
Enhanced Credibility and Market Value
A registered trademark is not just a legal asset; it is a symbol of a business’s credibility and professionalism. It signals to consumers, partners, and investors that a company is committed to protecting its brand and its reputation. The added layer of trust generated by a registered trademark can be pivotal in building strong relationships and fostering consumer confidence, leading to increased loyalty and sales. A registered trademark is also an intangible asset that adds to business value. It demonstrates the company’s commitment to brand protection, which, in turn, can make it a more attractive prospect for investors, potential buyers, or strategic partners. A strong and protected brand identity can open new avenues for growth, investment, and expansion, enabling businesses to seize emerging opportunities and secure their place in the market.
Additional Benefits
Deterrence. The mere existence of a registered trademark can act as a deterrent to potential infringers. Competitors are less likely to attempt to use a mark similar to a registered trademark, knowing that the legal rights and consequences are on the side of the registered trademark owner.
Nationwide Rights. Registering a trademark with the USPTO grants the owner nationwide rights, meaning that it can enforce its trademark anywhere in the United States, regardless of its actual use of the mark in the specific geographic area. This broad protection is particularly beneficial for businesses with aspirations to expand their operations beyond their current location.
International Protection. For businesses with global aspirations, registering a trademark with the USPTO is a critical step in securing international protection. Many countries recognize and respect trademark rights registered with the USPTO, simplifying the process of extending brand protection on a global scale.
Conclusion
Registering a trademark with the USPTO is a strategic decision that offers numerous advantages for businesses. It provides legal protection and market credibility, deters against potential infringement and enhances the brand’s market value. As the business landscape becomes increasingly competitive, trademark registration is an essential step in securing a brand’s future and protecting its intellectual property. Businesses that recognize the importance of this safeguard can navigate the challenges of the marketplace with confidence, ultimately strengthening their position and reputation in the eyes of consumers and competitors alike.
The information provided in this article does not, and is not intended to, constitute legal advice; instead, all information, content, and materials are for general informational purposes only.
Comments Off on Willow Legal Advisors – December 2023 Firm Highlights
For our firm, December is usually spent helping our clients finalize projects by year-end and taking some time to enjoy the holiday season with our families. This year was no exception! Below are a few of the highlights from December at Willow Legal Advisors.
1. Willow advised an oil and gas company with operations in Appalachia on its sale of certain oil and gas properties located in both Doddridge and Harrison County, West Virginia. In connection with the sale, Willow’s client divested itself of several shallow gas wells while retaining its deep leasehold rights. This transaction was executed on a rapid timeline to achieve the client’s goal of closing before year-end. The parties were thrilled to close well-before Christmas, and Willow was excited to assist.
2. Willow assisted a DC-based private equity sponsor with wrapping up its MFN election process by reviewing the elections made by the fund’s existing limited partners and preparing procedures designed to ensure that our client complies with its reporting obligations to investors. The implementation of MFN elections is a tedious and overwhelming task, but Willow has vast experience with, and a deep understanding of, fund compliance issues and is always thrilled to be part of the process.
3. Willow loves advising small businesses on the various random legal issues that inevitably arise from time to time when running a business. These issues are often distracting and, frankly, annoying to our clients, and we are happy to be able to take them off our clients’ plates so that they can focus on their daily operations. This month, Willow did just that by assisting a client with a nagging, unresolved insurance claim from a Spring 2023 incident. Willow has sent letters, had phone calls, drafted damage summaries and taken whatever steps necessary to ensure our client is made whole from an insured incident, and our client was relieved to know that we were handling it while he and his team focused on business operations.
4. On December 16, Willow participated in the annual Wreaths Across America service at the Grafton National Cemetery. Although Sarah and Daniel had participated in this event in prior years, this was the first year that Sarah and her family had the honor of placing a wreath on her father’s grave marker where he was laid to rest in 2023. Willow also had the pleasure of supporting a daughter of one our clients who successfully raised enough funds to sponsor 1,700 wreaths! We are so proud of her and were honored to participate in such an important, thoughtful event.
5. Finally, the Willow team had a lovely holiday dinner at Wonder Bar Steakhouse. Sarah and her husband, Craig, and Daniel and his wife, Emily, had a perfect evening with great conversation and awesome food – although they missed Ashley and Dustin who were celebrating the holidays with family at Disney!
If you are curious about the MFN election process mentioned above and other private-equity basics, please feel free to browse our online private equity glossary: Private Equity Glossary | Willow Legal Advisors.
Thanks for reading!
The information provided in this article does not, and is not intended to, constitute legal advice; instead, all information, content, and materials are for general informational purposes only.
Comments Off on The Corporate Transparency Act (CTA)
The Corporate Transparency Act (CTA) will go into effect on January 1st, 2024. The purpose of the CTA is to prevent money laundering through shell companies by requiring current and future businesses to comply with new reporting requirements regarding their beneficial ownership. Although the CTA offers a number of exceptions from these reporting requirements, many small- and medium-sized businesses will be required to comply with the new reporting requirements or will be subject to severe penalties.
The CTA mandates that every corporation, limited liability company, or other entity created by state filings (such as limited partnerships) file the required reports to the Financial Crimes Enforcement Network (FinCEN), unless they qualify for an exemption. These exemptions include:
Large Operating Companies – Companies that maintain more than 20 full-time employees, a physical operating presence in the U.S., and more than $5 million in U.S. sourced gross receipts.
Financial Entities – Banks, bank holding companies, savings and loan holding companies, credit unions, financial market utility entities, and money services businesses that otherwise report to FinCEN.
Other Registered Entities – Securities brokers or dealers, exchange or clearing agencies, investment companies and investment advisers, insurance companies or producers, and accounting firms that are otherwise registered and subject to additional supervision.
Tax Exempt Entitles – Charities that are tax exempt under 501(c) of the Internal Revenue Code, political organizations, and certain entities that assist tax exempt entities.
Inactive Entities – Certain companies in existence before January 1, 2020 that are not engaged in business and do not hold any assets.
If a business does not qualify for any of these exemptions, it will be required to satisfy the CTA reporting obligations. Businesses formed after January 1, 2024, must file their initial report within 30 days of formation; however, FinCEN offers a grace period for businesses that were formed before January 1, 2024, these businesses must file their initial CTA report by January 1, 2025. After a company submits its initial report, if any of the reported information changes (including beneficial owner information), the company must report the change within 30 days. Similarly, if a reporting company has a change in its reporting status, such as becoming exempt from reporting as a “large operating company”, it must also report this change within 30 days.
Under the CTA, companies must report specific identifying details of their “beneficial owners.” A beneficial owner is an individual who, directly or indirectly, holds 25% or more ownership of the company or exercises “substantial control” over the reporting company. Most small business owners will be deemed “beneficial owners” due to the 25% ownership prong of the definition. However, the determination of substantial control may require analysis of additional factors, including whether an individual is a senior officer of the company, whether such individual has the power to appoint or remove officers or directors of the company, or whether such individual influences important company decisions, such as selling company assets or entering into contracts on behalf of the company. The rules promulgated by FinCEN provide additional indicators and examples of substantial control, however the rules do not cover all facts and circumstances. If a company has any questions about whether an individual has “substantial control” of the company, it should consult a corporate attorney for advice. Additionally, entities cannot be the beneficial owners under the CTA; therefore, any interest or control held by an entity is attributed to the ultimate individual beneficial owner(s) of that entity.
The information provided in this article does not, and is not intended to, constitute legal advice; instead, all information, content, and materials are for general informational purposes only.
