K.M. Khan Law, P.C.

Legal thoughts and analysis from Old Town's Country Lawyer

Category: Business Law

Breaking through Deadlock! Possible tie breaking mechanisms for business and estate planning purposes

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As the old saying goes, “Two heads are better than one.” There are many great reasons to have multiple people involved when making decisions for your organization or even when administering your estate. However, it must be accepted that no two individuals will always agree on everything.

Whether these people area acting as co-executors for an estate, members in a limited liability company, or partners in a partnership, it is essential that a procedure for resolving deadlocks and tie votes is included in the underlying documents. Read below for a summary of possible tie breaking mechanisms that you can use.

A. One Person as the Controlling Vote

When there are an even number of decision makers, one of these people can be designated as the controlling vote. Such power should usually be provided to the highest-ranking member or partner or perhaps the one who has made the greatest financial contribution to the organization. For estate planning situations with family members, perhaps the oldest person could serve as such vote.

However, allowing one person to serve as the tie breaker can lead to an imbalance of power and make the other members or agents feel that they lack true control as they could possibly be out voted on many major decisions. With just two people serving, this would definitely not be the best tie-breaking procedure.
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Cancellation of the Redskins’ Federal Trademark Registration: What does it mean?

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Last week, the Trademark Trial and Appeal Board of the U.S. Patent and Trademark Office (TTAB) canceled six of the Washington Redskins’ trademarks for being disparaging to Native Americans. Although there is great controversy regarding the team’s name, there is also some confusion as to the full ramifications and effects of the TTAB decision.

Currently, what was canceled was the team’s federal registration of its “mark” under the Lanham Act. A mark means any combination of words, colors, and symbols that serve as an indicator of the source of goods and services. When people see your mark, you want them to immediately think of the items or products being sold under it. For example, Disney in its stylized font means the “happiest place on earth” while Coca-Cola is known for its refereshing soft drinks.

The benefits of registering with the U.S. Patent and Trademark Office is that there is a presumption that you own a valid mark which can be used nationwide. Further, you can prevent other marks from being used in the marketplace that may cause confusion or dilute from the uniqueness of your mark. Finally, you can recover damages when others use a mark that is too similar to yours.
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