Cohan & Levy Cohan & Levy 2026-07-30T07:34:12Z https://www.cohanlevy.com/feed/atom/ WordPress /wp-content/uploads/sites/1303882/2020/05/cropped-favicon-32x32.png On Behalf of Cohan & Levy <![CDATA[Who owns a patent in a joint development venture?]]> https://www.cohanlevy.com/?p=47484 2026-07-30T07:34:12Z 2026-07-30T07:34:12Z 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.]]> On Behalf of Cohan & Levy <![CDATA[How to stop corporate trademark infringement in Georgia]]> https://www.cohanlevy.com/?p=47469 2026-07-09T17:16:10Z 2026-07-09T17:16:10Z 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.]]> On Behalf of Cohan & Levy <![CDATA[Score big safely: A Georgia business owner’s guide to NIL deals]]> https://www.cohanlevy.com/?p=47466 2026-06-18T13:42:50Z 2026-06-25T13:40:59Z 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.]]> On Behalf of Cohan & Levy <![CDATA[Business partner disputes in Georgia: How courts step in]]> https://www.cohanlevy.com/?p=47464 2026-06-08T15:23:02Z 2026-06-08T15:23:02Z 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.]]> On Behalf of Cohan & Levy <![CDATA[What if another Atlanta business uses a similar name?]]> https://www.cohanlevy.com/?p=47462 2026-06-08T14:09:38Z 2026-06-08T14:09:38Z 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.]]> On Behalf of Cohan & Levy <![CDATA[What should you do before sending an IP cease-and-desist letter?]]> https://www.cohanlevy.com/?p=47460 2026-05-19T10:50:04Z 2026-05-19T10:50:04Z 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.]]> On Behalf of Cohan & Levy <![CDATA[How to hire from a competitor without triggering a Georgia lawsuit]]> https://www.cohanlevy.com/?p=47457 2026-05-11T10:44:03Z 2026-05-11T09:52:54Z Evaluating existing restrictive covenants in Georgia Before a new hire signs an offer letter, you should check for any legal barriers. Many Georgia employment contracts use restrictive covenants. If the hire signed these after May 11, 2011, the GRCA governs them. This law sets limits on time, area and job scope. Businesses often encounter several types of agreements during the review process:
  • Non-compete agreements: These limit working for a rival in specific roles or regions
  • Non-solicitation of customers: These stop a hire from taking clients from their old firm
  • Non-solicitation of employees: These prevent the hire from recruiting former coworkers
  • Confidentiality or non-disclosure agreements: These protect private data such as client lists
Reviewing these documents helps identify potential conflicts early.

Protecting against trade secret misappropriation

The Georgia Trade Secrets Act protects company-owned info. Even without a non-compete, a hire cannot use a rival’s "trade secrets". This includes unreleased designs or pricing plans. Most lawsuits stem from digital files that employees take from their old jobs. To lower your risk, give candidates written orders to leave all old materials behind. This shows you value fair competition and respect intellectual property.

Structuring the transition to minimize conflict

The first few weeks are often the most critical period. If the new job duties look too much like the old ones, a former employer might ask for an injunction. You can take several steps to reduce these risks:
  • Change the job description: Focus on new regions or different products
  • Wait to contact clients: Respect all non-solicitation dates
  • Record your process: Show that you hired the person for their general skills, not for stolen trade secrets
These actions help establish a defense against claims of bad faith.

Balancing recruitment with legal safety

Georgia courts look closely at contract text and how bosses act. The margin for error is thin. Many founders find that a lawyer who knows Georgia employment law helps protect the company. An attorney can check agreements and help you create onboarding rules that protect your business from lawsuits.]]> On Behalf of Cohan & Levy <![CDATA[A non-compete agreement in Georgia: Is it enforceable?]]> https://www.cohanlevy.com/?p=47454 2026-04-28T07:43:22Z 2026-04-28T07:43:22Z You worked hard to build your business. You hired the right people and gave them access to your "secret sauce." Today, it is natural to wonder: if those people leave, will your non-compete agreements actually hold up in court? In Georgia, the answer is yes, but only if the contract strictly follows the Georgia Restrictive Covenants Act (GRCA). To pass the test in a Georgia court, an agreement must be fair in four specific areas.

The who: Which employees can be restricted?

Georgia law does not give employers a "blank check" to restrict everyone. A non-compete is enforceable only when applied to specific categories of workers:
  • Sales teams: Referring to employees who regularly solicit customers or make sales for the company.
  • Managers: For those who supervise at least two people and have the authority to hire or fire.
  • Key professionals: These include employees with specialized training, trade secrets or unique influence.
Note: Agreements targeting purely entry-level or administrative staff are generally void under Georgia law.

The when: How long can the restriction last?

You cannot stop someone from working forever. Under Georgia law, courts presume two years to be the reasonable limit for a non-compete after an employee leaves. Attempting to enforce a three-year or five-year ban without a massive justification, such as the sale of a multi-million-dollar business, usually leads to a court striking it down.

The where: Where are former employees restricted from working?

A geographic limit must be reasonable and tied to where the employee actually did business. You can generally only restrict an employee from working in the areas where they actually represented your company. The contract should make the "no-go" zone clear, whether it’s a list of specific counties or a radius, such as within 20 miles of your headquarters.

The what: What activities are banned?

You can stop a former employee from doing their specific job for a competitor, but you cannot stop them from working in the entire industry in any capacity. Under Georgia law, judges have the power to "blue-pencil" or edit a slightly overbroad clause to make it legal. Recent rulings suggest that if a contract is written in an intentionally oppressive or confusing way, a judge may choose to void the entire agreement rather than "fixing" it for the employer.

The strategy: How do you protect your business?

When drafting a contract for a new hire, it is advisable to tailor agreements to specific roles rather than using a generic template. Georgia's state laws remain the final word on enforceability, but knowing the four rules now prevents a costly business litigation down the road.  ]]> On Behalf of Cohan & Levy <![CDATA[Copyright or patent: Which IP protection does your software need?]]> https://www.cohanlevy.com/?p=47452 2026-04-10T12:41:07Z 2026-04-10T12:41:07Z How does copyright protect IP? From the moment you create your software, you generally have legal ownership of its source code. Under federal law, software code is automatically protected as an original work. This means no one can copy, distribute or modify another entity’s code without permission. However, copyright only protects the code itself. It does not protect the function or concept behind it. Other businesses or developers can still create software with similar features. Moreover, automatic copyright ownership does not provide complete legal protection. To obtain enforcement rights, you may need to register the copyright.

What are the benefits of registering a copyright?

Automatic copyright establishes your ownership. However, it does not allow you to enforce that ownership in court. As a registered owner, you may file for infringement against a competitor that copies your code. You may also recover litigation fees and statutory damages.

When should companies consider patent protection?

If your software involves an innovative technology, a patent may apply. Patents protect what the software does, not the code itself. Unlike copyright, a patent prevents competitors from using an individual’s invention. However, not all software qualifies for a patent. It must meet the following requirements:
  • It must be new and undisclosed to the public before filing
  • It must represent a significant advancement beyond existing solutions
  • It must provide a practical application
  • It must involve a specific technical process, not just an abstract idea
Patents offer broader protection, but it often comes at a higher cost. Applications require significant financial investment and may take years to be approved.

Planning an IP protection strategy

The level of protection depends on the nature of your software. Business revenue can also play a role. Software with significant commercial value typically requires multi-layered protection. When developing an IP strategy, it may be beneficial to seek legal counsel. This can help you determine what fits your business needs and budget.]]> On Behalf of Cohan & Levy <![CDATA[4 governance failures that can lead to shareholder lawsuits]]> https://www.cohanlevy.com/?p=47450 2026-03-23T15:51:42Z 2026-03-23T15:51:42Z Serving on a company board can feel like a natural next step in your career. Even with years of leadership or financial experience, board service brings new legal duties. Georgia law expects directors to act in good faith and with reasonable care. Your decisions must support the company’s best interests. When governance problems appear, disputes between shareholders and leaders may lead to costly lawsuits. Knowing where governance failures often begin can help you see risk earlier.

Understanding what governance risk means

As a board member, you help guide major company decisions. Georgia courts apply the business judgment rule, expecting you to act with care, loyalty and in good faith. If you do not breach these duties, the law may protect you from liability for decisions that later prove unsuccessful. Many lawsuits do not start with clear misconduct. They often grow from weak oversight or poor process. When that happens, shareholders may claim the board failed to meet its duties. If this is your first board role, it helps to understand how courts review board conduct during disputes. This awareness can help you notice governance concerns before they grow into conflicts.

Governance breakdowns that often trigger shareholder disputes

Shareholder lawsuits may grow from governance failures. Common failures include the following:
  • Failure to manage conflicts of interest: If a director or executive has a personal interest in a deal, the board must handle it with care. Georgia law allows certain transactions, but the board must disclose and review them properly.
  • Weak oversight of executive leadership: Boards should review key business decisions and financial information with care. When directors do not question major issues, shareholders may argue the board ignored warning signs.
  • Informal decision making without clear records: Georgia courts often review board minutes and written approvals. Inadequate records can raise questions about how the board reached its decisions.
  • Ignoring minority shareholder concerns: In closely held companies, minority owners may feel excluded from major decisions. These concerns may lead to disputes over fairness and control.
Strong governance practices can reduce these risks.

Board service comes with legal responsibilities

Board service lets you shape a company’s future. It also carries real legal responsibility under Georgia law. Clear governance practices and careful records can help show how the board acted. Experienced legal guidance can help boards address governance questions before they grow into larger disputes.]]>