Cohan & Levy

What companies should know about HB 1185 and their bylaws?

2026-09-21T10:34:13Z

Georgia's HB 1185 took effect on July 1, 2026. It changed rules that affect corporate disputes and shareholder claims. Georgia businesses may want to review their bylaws and other governance documents. The law allows certain internal claims to be directed to the Georgia Business Court.

Can your bylaws direct disputes to business court?

HB 1185 allows a corporation's bylaws or articles of incorporation to send certain internal claims to the Georgia statewide business court. These claims can include disputes over shareholder demands to inspect corporate records, including proceedings in which a court may order an inspection. Not every shareholder lawsuit will go to business court. The type of claim and the company's governing documents still matter.

What to check in your bylaws and articles of incorporation

The new rules give businesses reasons to look closely at their governance documents. Companies may want to review:

Whether their bylaws contain a forum-selection provision for internal claims
Whether any existing forum-selection provision covers the types of claims affected by HB 1185
Whether their articles of incorporation and bylaws adequately address shareholder disputes
Whether their current governance procedures still align with the company's goals under the updated law

Reviewing these provisions before a dispute arises can help a company spot issues and decide whether its documents need updating.

What changed for shareholder records requests?

HB 1185 also changes certain procedures for shareholder demands to inspect corporate records. In a qualifying inspection case, a court may require a shareholder to pay costs if the demand was not made in good faith or for a proper purpose tied to the shareholder's interests. The changes do not end shareholder inspection rights. They can, however, affect how companies respond when a shareholder asks to see corporate records.

Key takeaways for Georgia corporations

HB 1185 gives Georgia companies new things to consider when planning for internal disputes. Reviewing bylaws, articles of incorporation and shareholder procedures can help determine whether those documents still fit the company's needs under the updated law. For businesses that have not reviewed their governance documents recently, the July 1, 2026 changes provide a good reason to do so.

Tackling trade dress infringement and counterfeit designs

2026-09-04T08:33:16Z

Trade dress infringement can happen when another seller copies the overall look of a product or its packaging in a way that is likely to confuse buyers about the source. A counterfeiting claim is a separate, often more serious legal claim that applies when someone uses a mark or design that is identical or nearly identical to a protected brand identifier. In either situation, a business that owns the brand may need to act quickly to stop the copying and limit further market harm.

Trade dress can protect more than a name or logo

Trade dress can protect the visual appearance of a product or its packaging, not just a brand name or logo. That may include color combinations, packaging layout or product shape that buyers associate with one source. Product shape can be harder to protect, because a business may need to show that buyers have come to associate that look with one company. Under federal law, trade dress protection can cover packaging and product design. Still, the main legal questions usually involve whether the design is distinctive, serves no functional purpose and is likely to confuse buyers.

What can make a plaintiff’s case stronger?

A business usually needs more than the fact that two products look similar to file a trade dress infringement claim. The claim becomes stronger when the copied design plays a real role in how buyers recognize the product, and when the imitation appears likely to mislead the market, including when:

The competing products or packaging appear similar enough to cause confusion.
Buyers connect the design to one source.
The accused seller copied distinctive visual features.
The seller moves the goods through the same sales channels.
There is evidence of actual customer confusion.

These points help show whether the business is fighting unlawful copying rather than ordinary competition.

Injunctions and emergency motions can limit further market harm

Trade dress and counterfeiting disputes can move quickly, especially when sellers push products through online marketplaces or fast-moving retail channels. Emergency motions, injunction requests and evidence preservation efforts can shape intellectual property litigation before inventory moves further into the market and proof becomes harder to preserve. An intellectual property lawyer can assess whether the facts support emergency relief and whether fast court action is likely to stop the infringing products before they reach more buyers.

Breach of fiduciary duty in judicial dissolution of Georgia entities

2026-08-27T04:08:38Z

When internal deadlocks or misconduct make it impossible for a closely held business or LLC to continue operating in Georgia, a court may order judicial dissolution. During this winding-down process, corporate officers and managers retain legal obligations to the entity, its equity holders, and its creditors. Failing to meet those obligations can result in personal liability for breach of fiduciary duty.

When Georgia courts order judicial dissolution

Under O.C.G.A. section 14-2-1430 for corporations and O.C.G.A. section 14-11-603 for LLCs, a court may order dissolution under specific circumstances:

Deadlock: directors or managers are evenly divided on management decisions, shareholders or members cannot break the impasse, and irreparable harm to the entity is threatened
Fraudulent or illegal conduct: officers or controlling members have acted or are acting in a manner that is illegal, oppressive, or fraudulent
Waste of assets: entity property is being misapplied, wasted, or diverted for unauthorized personal use

Each of these grounds requires clear evidence presented to the court before dissolution is ordered.

Fiduciary duties during the winding-down phase

Corporate leaders must continue to act with good faith, care, and loyalty even after dissolution begins. Common breaches during liquidation include transferring profitable client accounts or proprietary assets to a new venture without compensating the dissolving entity, purchasing company assets below fair market value without disclosure, and paying excessive fees to preferred partners while leaving company debts unpaid. Neglecting physical inventory, allowing valuable contracts to lapse, or failing to maintain insurance can also constitute a breach of the duty of care.

Order of priority in asset distribution

Georgia law requires dissolved entity assets to be distributed in a specific order: third-party creditors and known liabilities must be satisfied first, followed by repayment of member capital contributions, with remaining assets then distributed to equity holders. Directors who distribute assets to themselves or preferred shareholders while creditors remain unpaid may be held personally liable under Georgia's trust fund doctrine.

Getting counsel early

If a business partner or officer has breached fiduciary duties during dissolution, affected members or creditors may pursue injunctive relief, an accounting of corporate records, or monetary damages. A business litigation attorney in Georgia can help you understand your options and protect your interests during the wind-down process.

What happens when an employee takes trade secrets?

2026-08-10T12:44:59Z

Trade secrets can represent some of a company's most valuable assets. Customer information, pricing strategies, proprietary processes and confidential technology may give a business an advantage over competitors. When a former employee takes this information to a competing company, the consequences can be serious.

If you operate a business in Atlanta, understanding your rights can help you respond when confidential information leaves your company.

What qualifies as a trade secret?

Not every piece of business information qualifies as a trade secret. Generally, the information must have economic value because it is not generally known and the business must take reasonable steps to keep it confidential.

Examples may include:

Proprietary formulas or processes
Customer or vendor information
Confidential pricing data
Business strategies
Source code or technical information

The specific circumstances determine whether information receives legal protection.

What if a former employee takes the information?

A former employee may violate legal obligations by improperly obtaining, using or disclosing protected information. The situation can become particularly serious when the employee gives the information to a competitor or uses it to solicit customers.

The employer may need to act quickly to preserve evidence and limit further disclosure.

Important evidence may include:

Employment agreements and confidentiality provisions
Emails and messages
Computer or network access records
Download histories
Evidence showing how the information was used

What legal remedies may be available?

Depending on the circumstances, a business may pursue remedies designed to stop the misuse of confidential information and recover losses.

Potential remedies can include court orders preventing further disclosure or use of the information and financial damages when the business can establish a compensable loss.

Federal and Georgia law may apply, depending on the facts and the nature of the information involved.

Protect your company's confidential information

A suspected trade secret theft can affect your competitive position long after an employee leaves. Acting promptly can help preserve evidence and reduce the risk of further disclosure.

If a former employee took confidential business information to a competitor in Atlanta, an experienced business litigation attorney can evaluate the circumstances, explain your legal options and help protect your company's interests.

Who owns a patent in a joint development venture?

2026-07-30T07:34:12Z

Patent ownership in a joint development venture usually depends on two things: who actually contributed to the invention and what the agreement says about ownership rights. If those answers do not line up, the parties may end up fighting over who can file, license or enforce the patent.

Inventors and owners may not be the same

A person can help fund, manage or test a project without qualifying as an inventor. Patent law generally focuses on who contributed to the invention itself. Ownership may still change if a contract requires an inventor to assign rights to a company, business partner or joint venture. That is why a patent dispute may turn on both inventorship and the assignment terms in the contract.

What problems can joint ownership create?

When more than one party owns patent rights, the dispute may depend on what the contract says and what happens if it says very little. Without clear contract terms, joint owners may each claim certain rights in the invention and still disagree about how those rights should work in practice. The parties may then need to determine:

Who can file the patent application
Who can license the technology
Who can enforce the patent
Who receives revenue from the asset
Whether one owner can act without the other

Problems with licensing or assigning patent rights can start long before anyone files a lawsuit or tries to commercialize the invention. That is one reason joint ownership may create business friction even when both sides helped build the invention.

The written agreement often decides the business outcome

Unclear ownership terms can interfere with investment, delay a product launch or weaken the company's ability to stop a competitor from using the technology. A joint development agreement should say who owns new inventions, who must assign rights, who can file patent applications and who controls licensing or enforcement decisions. Those details often matter just as much as the technical work itself. They can also shape later ownership and infringement disputes if the venture produces a valuable commercial asset.

How to stop corporate trademark infringement in Georgia

2026-07-09T17:16:10Z

When another business starts using a name or logo that looks too close to yours, it can feel personal. You spent time building trust in the market and now a competitor may be benefiting from the reputation you worked hard to build. This is a tough position to be in, but you can do something about it.

Start by saving clear evidence

If you think another company is copying your branding, start by saving what you see. Screenshots, ads, website pages, packaging and customer messages may help show how the mark was used and when the problem began. That record can become important if the other business later changes its branding.

What facts do courts usually consider?

In many cases, the real question is whether customers are likely to confuse one business with another. Courts may look at several details when deciding whether infringement is likely:

How similar the marks look or sound
Whether the businesses offer related goods or services
How the marks appear in the marketplace
Whether both companies reach similar customers
Whether customers have shown actual confusion

In a close dispute, even small details about the market and the audience may matter.

The response should fit the business risk

A cease-and-desist letter or direct negotiation can resolve some disputes. Others become more serious when the competitive use affects revenue, contracts or market position. At that point, the dispute may involve broader business litigation issues beyond the trademark itself.

Act early and keep watching the market

When you are already focused on running a company, it is easy to hope the problem will resolve on its own. Still, delay may give a copycat more time to benefit from your reputation. Acting early can help limit confusion and protect your position before the dispute becomes more costly.

Score big safely: A Georgia business owner’s guide to NIL deals

2026-06-18T13:42:50Z

For local business owners in Georgia, the legalization of Name, Image and Likeness (NIL) deals can open up exciting opportunities. Partnering with local athletic talent can skyrocket your brand’s visibility while building deep roots in your community. However, these marketing opportunities can come with intellectual property (IP) and athletic association regulation hurdles. Understanding the rules of these agreements can help you approach them with confidence.

The no co-branding rule

While your business can license a student athlete’s identity for advertising, you cannot also use the school’s protected IP and branding without permission. This includes:

Team logos
School names
Mascots
Uniforms
Campus facilities

If you want to feature those elements in an ad or promotion, you must secure a separate licensing agreement. However, these can often be costly and are subject to additional approval.

Regulatory requirements

When entering into NIL agreements with student athletes, the National Collegiate Athletic Association (NCAA) has specific rules that you need to follow. Student athletes may accept these deals when all criteria are met:

They are paid for their NIL usage in things like ads, posts or appearances
Your deal supports a real business purpose
Their payment is within a reasonable range as others with similar fame or influence
The athlete can use an agent or marketing professional for NIL work

Under 2026 rules, athletes also need to report third-party deals worth $600 through NIL Go. High school and two-year college (JUCO) athletes generally have a 14-day window to submit their reports. Moreover, current and Division 1 transfer athletes have a stricter timeframe of five business days.

Bulletproofing your NIL contract

When drafting your agreement, it is crucial to state clear deliverables that your business wants from the athlete. It is best to use specific language around exactly how many social media posts or public appearances you require from them. Additionally, you can include morals clauses to protect your professional reputation if the athlete faces disciplinary issues. These provisions also ensure compliance with Georgia's strict rules regarding contracts with minors.

Protecting your business

Having safeguards from trademark disputes is vital when exploring a potential NIL partnership. A lawyer can help draft an airtight, compliant contract before you launch a campaign.

Business partner disputes in Georgia: How courts step in

2026-06-08T15:23:02Z

If your business partnership is starting to fracture, you already know how quickly things can unravel. When that happens in Georgia, courts have specific tools to step in, and knowing how that process works puts you in a better position to protect what you have built.

When courts get involved in partnership disputes

Georgia courts do not step in automatically. A partner or LLC member has to bring a claim before a court will act. Common triggers include a breach of fiduciary duty, withheld distributions, exclusion from decision-making or misappropriation of business assets. Partners and LLC members owe each other duties of loyalty and good faith, but the parties can adjust those duties through what they agreed to in writing. When one party breaches those duties, courts can award damages and step in to stop further harm.

How LLC operating agreements affect what courts can do

Georgia courts respect what the parties agreed to in writing. A well-drafted operating agreement can define how the parties resolve disputes, what buyout rights exist and what happens when a member wants to exit. Without one, courts fall back on the default rules under the Georgia Limited Liability Company Act, which Georgia lawmakers designed to apply to all LLCs, not your specific business. The outcome may look very different from what you and your partner originally intended.

When courts can order a business dissolved

In extreme cases, Georgia courts have the authority to dissolve a partnership or LLC. This typically happens when the parties are deadlocked, when one partner has engaged in serious misconduct or when continuing the business as it was originally structured is no longer workable. Dissolution is rarely the first option courts consider, but it remains available when no other resolution is possible.

What to do when a partnership dispute escalates

Business partner disputes rarely improve on their own. The longer you wait, the fewer options remain open. A business litigation attorney can help you understand where you stand, what Georgia law allows and what steps give you the best chance of protecting your position.

What if another Atlanta business uses a similar name?

2026-06-08T14:09:38Z

You spent time building a name customers recognize. Seeing another company use something similar can feel frustrating, especially if customers start asking whether the two brands are connected. A similar name does not automatically mean infringement. However, it can become a problem if the other business serves the same market, offers similar products or creates customer confusion.

Start with public records

Check the Georgia Secretary of State’s Corporations Division database. Under state law, your corporation, LLC or partnership name must be different enough from other names already registered or reserved with the Secretary of State. You should also search the USPTO database for federal trademarks. A business may have national trademark rights even if it does not appear in Georgia’s state records. A business name identifies the legal entity. A trademark identifies the source of goods or services in the marketplace. A company may register a business name and still face problems if another company has stronger rights through earlier commercial use or trademark registration. You can also check local trade name filings, which must be registered with the Clerk of the Superior Court in the county where the business operates.

Look at how customers may see the name

The issue is not only whether the wordings look alike. It is whether customers are likely to be confused. Pay attention to details such as:

Similar logos, websites or social media handles
Overlapping products or services
The same customer base or service area
Mistaken calls, emails or reviews

These details can help show whether the issue is minor or a serious threat to your brand.

Protecting your Atlanta brand

If people mention confusion, document what they said and how it affected your company. Save screenshots, ads, website pages, social media posts and customer messages before the issue grows. If your search turns up a serious conflict, an IP attorney can review the facts and help you decide whether a cease-and-desist letter or another measured response makes sense.

What should you do before sending an IP cease-and-desist letter?

2026-05-19T10:50:04Z

Finding copied software, a similar logo or a product that looks too close to yours can make you want to act fast. A cease-and-desist letter may help stop the problem, but it can also escalate the dispute. Before sending one, you should review your rights, organize your proof and think through how the other side may respond.

Confirm what you own before making a demand

Gather records based on the type of intellectual property involved:

Trademarks: Review federal or Georgia registration filings, proof of first use, sales dates and marketing materials.
Copyrights: Gather drafts, files and registration details. Note that registration is generally required before filing an infringement lawsuit.
Patents: Review the registration number, ownership records and evidence of how the other party’s product infringes.
Trade secrets: Gather non-disclosure agreements, confidentiality policies and access logs.

Check contracts with designers, developers or employees to ensure they formally assigned the IP rights to you.

Review the facts before accusing infringement

A strong demand usually identifies the specific conduct at issue. Instead of saying someone “copied your business,” focus on what they used without permission. Evidence to gather may include:

Copies or screenshots of the allegedly infringing material
Dates of use, publication or sale
Purchase records, archived web pages or online listings
Customer confusion, lost sales or other business harm

Clear facts reduce the risk of sending an overbroad demand.

Check Georgia’s patent demand rules

If your dispute involves a patent, Georgia law prohibits bad-faith assertions of patent infringement under O.C.G.A. § 10-1-771. The demand should typically identify the patent number, the owner and the factual basis for the claim to avoid accusations of deception or bad faith.

Prepare for the other side’s response

A cease-and-desist letter does not end every dispute. The recipient may deny infringement, ask for more proof, negotiate a license or file a declaratory judgment action asking a court to rule on the parties’ rights. Before sending the letter, decide what result you want. You may want the other party to stop using the IP, remove online listings, preserve evidence, pay damages or enter a license agreement.

Moving forward carefully

A cease-and-desist letter is most effective when grounded in clear facts and ownership records. This preparation helps you protect your brand while minimizing the risk of a legal backlash.