Roger Zimmerman, partner in the east coast law firm of Bowditch & Dewey posted this twisted tale of companies battling for control of their respective brands: What’s in Name? The Case of Blue Collar Brewery, LLC v. Blue Collar Brewery, Inc.. Of course, this story underscores the need to go beyond checking if a business name or trade name is available in the state of incorporation.

On October 30, 2015 the SEC published its final rules allowing U.S. companies to sell securities via crowdfunding websites such as and This is good news for companies looking to raise their startup costs online through crowdfunding. Here is a link to an excellent article by Thomas Rutledge on the new rules:

I’m just passing on this concise list of 7 Tips for Start-Ups who may be looking for venture capital, from the VC Experts Blog.

I came across this great post by Jason Van Steenwyk giving sage advice for those who wish to go into the business of flipping homes. 14 Rules for House Flipping. And here’s another post by the same author on the issue of the “dealer tax” on those who flip for a living.

Entrepreneurs starting up a venture, or even established business owners, hear a lot of buzz about limited liability companies (LLC’s) and their benefits. They also hear about S-Corporations and their potential to save some employment taxes. In many cases the LLC and S-Corporation are presented by professionals as an “either-or” proposition — either create an LLC and garner its superior asset protection features and easier tax structure or create a corporation and elect treatment as an S-corporation with its advantage in the employment tax treatment.

Continue reading ‘Using the S-Election to Save Employment Taxes for an LLC or S-Corp’

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New business owners often hire me to review their proposed commercial leases. The first question I receive is often, “How much will this cost” followed by a statement such as, “I just want a quick review to see if it’s fair.” Unfortunately, a “quick review” is impossible. Most of these leases contain over 30 pages in the smallest possible font and another ten pages of addenda. Often some research will be required, particularly in dealing with provisions where the law is developing swiftly, such as environmental liability and disability access. Of course, money is often tight when starting a venture. But skipping the lease review and signing what the landlord puts in front of you is pound-foolish. For many businesses the lease rent over time will add up to the single most expensive investment in the business.

Continue reading ‘Tips for a Tenant’s Commercial Lease Review’

No surprise here, but Hawaii is again at the bottom of business friendly environments. Here is an article on the recent survey done by the Kauffman Foundation.

Jane Applegate’s list of commandments for business success is always relevant and worthy of review.

Continue reading ‘Jane Applegate’s 10 Commandments of Business Success’

I am directing readers to this interesting article on business startup accelerators, and how they might work for Hawaii’s entrepreneurs. The article is posted here on the website.

I see more and more clients who have issues with unauthorized use of their photos on the internet. For example, a bed-and-breakfast owner found his photos of the nearby beach were “lifted” and posted as part of a competitor’s website. With the amazing growth of websites such as Pinterest, it has become fairly easy for someone to copy a photo and post it elsewhere. I came across this great blog post at regarding registration of photo copyrights. As a lawyer and amateur photographer, I believe the subject is relevant and businesses should protect their photographs as any other intellectual property. I decided to start with my recent black-and-white photo of the Capitol.