2) It is very common for key intellectual property to placed into a “holding company” with no direct legal relationship to the operating company and for the holding company to license the IP to the operating company. This is done specifically to make sure that the IP is not an asset that can be sold out from under the founders if the operating company goes bankrupt or is otherwise subject to dissolution or sale.
Indeed setting up this sort of structure is one of the very first things I arrange for new companies, and reorganizing into this sort of structure is one of the first things I tell clients who are not already set up this way that they should do.
Now, why the holding company was owned by just one of the partners is a very good question. There may have been a good business reason or it may have been one aspect of the deal among the partners underlying the partnership structure.
Unless one of those things is true then it appears that Ian may just have had very bad lawyers handling his piece of the formation transaction(s). (Arguably it would border on malpractice.)
While I have immense respect for Ian Burrell, as an IP attorney I will make two comments:
1) The ownership of a U.S. registered trademark is a public record easily accessible by anyone over the internet. In this case, at:
https://tsdr.uspto.gov/#caseNumber=88322095&caseSearchType=US_APPLICATION&caseType=DEFAULT&searchType=statusSearch
2) It is very common for key intellectual property to placed into a “holding company” with no direct legal relationship to the operating company and for the holding company to license the IP to the operating company. This is done specifically to make sure that the IP is not an asset that can be sold out from under the founders if the operating company goes bankrupt or is otherwise subject to dissolution or sale.
Indeed setting up this sort of structure is one of the very first things I arrange for new companies, and reorganizing into this sort of structure is one of the first things I tell clients who are not already set up this way that they should do.
Now, why the holding company was owned by just one of the partners is a very good question. There may have been a good business reason or it may have been one aspect of the deal among the partners underlying the partnership structure.
Unless one of those things is true then it appears that Ian may just have had very bad lawyers handling his piece of the formation transaction(s). (Arguably it would border on malpractice.)