QUESTION ONE: INTELLECTUAL PROPERTY LAW AND BUSINESS STRUCTURES

I have just met with a new client, Claudia Lovely. Claudia intends to set up a business providing a unique after-school care program for primary school aged- students which involves teaching them about science, technology, engineering, art and management (STEAM) concepts in a fun and hands-on way. Claudia seeks advice on potential business structures she could use to run her business as well intellectual property protection she will require. She intends to call herself GENIUZ STEAM Kids and has developed her own unique logo. She wants to promote herself on social media via catchy slogans and tunes as well. She has been doing extensive research in the past couple of months regarding her business model and has developed her own unique teaching methodology as well as teaching materials. Claudia intends to have three different centres and hence wishes to purchase at least two office spaces (which she will use to run her business from) and a fleet of vans to transport school kids to and from school. She estimates this will cost approximately $800,000. She further intends to hire staff to support the anticipated increase in workload. Claudia has big ideas for her business and she believes she will need to borrow money to fund future expansion plans and is concerned that she may not meet the required lending and servicing requirements due to insufficient insecurity available for any bank loans she wants to take out. Claudia owns a house, with $200,000 worth of equity and has $100,000 in savings. She further does not want to give up control of the day-to-day operations of her business, but would consider sharing ownership with business with others if they contribute capital. She has two friends (Tara and Greg) who are interested in being part of her business. Tara and Greg both have extensive industry experience in the after school program industry but Claudia is concerned with the number of failed businesses Greg has been involved in. In conversations with Claudia, it transpires that Tara and Greg can each provide $250,000 and Claudia the remaining balance.

Claudia has identified a number of key questions and concerns below:

She wants advice on how to set up each of these structures and the ease with which she can do so, including whether there are any registration requirements for each of these. She wants advice on how each of these structures can be terminated.

She wants a low reporting burden. She wants to ensure that the business structure she chooses would help in raising capital. She wishes to know how she could be protected from any poor management decisions of employees/ partners/ directors from a liability point of view.

She wants to minimise her overall tax liabilities.

She wishes to know how she could retain control over the day-to-day decisions of the business.

Required:

Please prepare a memorandum of advice for the client.

a) Explain to Claudia the importance of getting intellectual property (IP) protection and recommend to her the various types of IP that might be suitable for her circumstances. When making recommendation, please provide her with sufficient detail regarding the following: I. Whether the IP needs to be registered and if so with whom; II. What criteria must be satisfied to apply for the IP; and III. The duration of protection (including prospect of renewal).