How to Move a Business from California to Arizona

Arizona - The Grand Canyon State Welcomes You by Peter Zillmann from Flickr (Creative Commons License)

Arizona – The Grand Canyon State Welcomes You by Peter Zillmann from Flickr (Creative Commons License)

California is so weird. (I grew up there. I can say that from experience.) It’s a weird state with weird laws.

I recently helped a client move their business from California to Arizona. Arizona law allows you to simply transfer your company from your old state to your new one with a Statement of Domestication, if the state you’re leaving permits this.

California doesn’t.

Instead of it being a simple process, moving a business from California to Arizona is much more complicated, expensive, and time consuming. The easiest way to do it was to form a new company in Arizona and merge it with the California company, where the Arizona company was the surviving entity.

Here’s how it’s done:

  • Create a new entity in Arizona through the Arizona Corporation Commission and pay the corresponding filing fee.
  • Create and sign a Merger Agreement.
  • Submit the Statement of Merger to the Arizona Corporation Commission and request a Certified Copy of the Merger Certificate. Pay the corresponding filing fees.
  • Once you receive the Certified Copy of the Merger Certificate, send it to the California Corporation Commission with their required filing fee.

The total process took a little over a month – and we expedited the Arizona filings – and the client spent over $300 in filing fees between the two states. Had they been able to file a Statement of Domestication, the Arizona filing fee would have been only $100 ($135 if expedited it).

Dealing with the California Corporation Commission wasn’t the easiest adventure. If I ever have a question and need a crystal clear answer from the Arizona Corporation Commission, I can go down there and talk to the clerk. I don’t have that luxury with California. One day it was impossible to get anyone at the California Corporation Commission on the phone and I ended up using their online contact form to get a call back 2-3 days later. That was a frustration that I’m glad I got to handle instead of my client.

Moving a company from one state to another can be confusing and stressful – especially when you’re trying to sort out which process you have to use and which forms and filing fees you need to submit to each state. It’s not something I recommend doing by yourself. If you have a question about starting a company in or moving a company to Arizona, please contact me directly or connect with me on TwitterFacebookYouTube, or LinkedIn.

Model Release for TFP Photo Shoots

Photo by Joseph Abbruscato, Used with Permission

Photo by Joseph Abbruscato, Used with Permission

Earlier this month, I had the pleasure of participating in an open photo shoot at a junkyard in Wittmann, Arizona. Dozens of photographers and models converged on this location to shoot around all day in and on the various broken down vehicles and other surroundings. It was a great event to meet other of photographers and models, and to work with the unique aspects of this setting.

As we entered the junkyard, there were 2 large neon green handwritten poster boards that reminded us that we were entering at our own risk, cameras were in use, and that our picture may be taken without our knowledge. Additionally, they said “If you do something stupid we know where to bury you” and “Don’t do anything you don’t want your mom to know about.”

These signs were brilliant and hilarious, but incomplete given that this notice was the closest thing we had to a model release for this event. As a model, I knew what I was getting into; but as a lawyer, it made me cringe.

Photo by Bob Johnson, Used with Permission

Photo by Bob Johnson, Used with Permission

What is TFP?
This was a TFP photo shoot – Trade For Photos or Time For Pictures depending on your definition. As I understand it, this means it was an open and free event where models and photographers could meet, shoot, and without any money changing hands. After the event, both sides will have had the experience, and the model will get images.

This particular photo shoot was announced as a TFP photo shoot on Facebook without any additional documentation. Without a written contract to the contrary, the photographers are the copyright holder’s to every image they created that day. The models have no copyright rights to the work, not even a license to use the images in their portfolio unless they get that permission from the photographer. Since the models didn’t sign a model release, the photographers can’t sell any of the images they created without risking violating the models’ right to publicity.

Writing a Simple Model Release
An effective model release does not have to be long, complicated, or filled with legalese. It can be a simple contract that everyone has to sign prior to entering the shoot that lays out the ground rules for the event. The model release should clearly state what rights the models give the photographers and with the photographers give the models in return – such as a license to use any image from the shoot in their portfolio or online with an attribution.

The release for this particular event probably should have included a liability waiver given that we were climbing in and on broken down vehicles and surrounded by broken glass and gagged metal. We all should have been required to sign off that we were responsible for our own actions and wouldn’t go after the owners of the junkyard or anybody present in the event that we fell or got tetanus.

I wrote a simple one-page model release for a swimming pool photo shoot last summer that every model and photographer had to sign with their contact information. This put everybody on the same page from the beginning of the event, including the acknowledgment of the “No Jerks” rule, and since everyone provided their contact information, it was easy for models and photographer to connect after the event.

The next time I see an invitation for an open TFP photo shoot, perhaps I should offer to write a simple release for the event, especially if I’m going to be a model there. If you have a question about copyright, model releases, or photography rights, please contact me directly or connect with me on TwitterFacebookYouTube, or LinkedIn.

Arizona Reviving its Revenge Porn Law

Figure and Form by The Narratographer from Flickr (Creative Commons License)

Figure and Form by The Narratographer
from Flickr (Creative Commons License)

Arizona lawmakers are trying to bring back the revenge porn law.

The Arizona House of Representatives unanimously passed HB2001 last week. This bill would make it a crime to share “revenge porn” without the person’s permission. The previous revenge porn law was suspended when the court ruled that the verbiage of the law was overly broad. This new version has been tailored to better address the problematic behavior. If this bill becomes a law, it will be

[U]nlawful for a person to intentionally disclose an image of another person who is identifiable from the image itself or from information displayed in connection with the image if all the following apply:
1. The person in the image is depicted in a state of nudity or is engaged in specific sexual activities.
2. The depicted person has a reasonable expectation of privacy. Evidence that a person has sent an image to another person using an electronic device does not, on its own, remove the person’s reasonable expectation of privacy for that image.
3. The image is disclosed with the intent to harm, harass, intimidate, threaten or coerce the depicted person.

If this law passes, it will illegal to post your ex-partner’s naked selfie online or show it to a friend, even if your partner voluntarily shared the image with you. The requirement of intent is beneficial; it will protect artists, galleries, and bookstores from criminal prosecution if they inadvertently use a nude image without a model release.

If this law passes, the penalties will be similar to other sexual crimes:

I hope this law passes. Based on the number of questions I get about revenge porn, this is a problem that is not going away on its own. If it passes, I hope there will be campaigns to quickly educate people – in every age group. If you have a cell phone, you have the means to create explicit images and send revenge porn.  Comprehensive, age-appropriate education needs to be disseminated in homes, schools, community groups, and via social media, because ignorance of the law will not absolve you from the consequences.

Stay educated about social media law – this list of revenge porn laws in the U.S. is regularly updated. If you have a question about revenge porn, internet law, or photography rights, please contact me directly or connect with me on TwitterFacebookYouTube, or LinkedIn.

Legal Side of the No Pants Subway Ride

No Pants Light Rail Ride 2014 - photo by Devon Christopher Adams (Used with permission)

No Pants Light Rail Ride 2014 – photo by Devon Christopher Adams (Used with permission)

Charlie Todd and Improv Everywhere announced the cities that are participating in the 8th Annual Global No Pants Subway Ride (15th ride in New York, 8th ride with global participation). On Sunday, January 10th, people all over the world will be riding their public transit sans pants, and acting as if nothing is out of the ordinary. Phoenix has participated every year with the No Pants Light Rail Ride, organized by Improv AZ.

The No Pants Ride was my first flash mob and the event that launched my interest in flash mob law. Whenever I tell people about this event, one of the common questions I hear is, “Is that legal?” Given that this is a global event, the organizers and participants in each city should review their local laws related to this event and act accordingly. I’m sure it is not fun to be arrested when one is not wearing pants.

Indecent Exposure
Each city/state has its own laws regarding indecent exposure. In Phoenix, we don’t have to worry in general because it is not uncommon for people’s underpants to be bigger than what many people wear to the beach or pool. To violate the Arizona decency law, you have to expose your genitals, anus, or female areolas. This is why Improv AZ advises participants not to wear see-through fabric and to wear briefs under boxer in case the fly separates. Additionally, organizers in multiple cities have a “no thongs” rule. (Remember, you’re on public transportation. Do you really want your skin touching those seats?)

Transit System Rule Violations
Given that participants are expected to act as if nothing is abnormal, following the rules of the transit system is expected. Be courteous and don’t interfere with others’ ability to ride the subway, light rail, or bus. And the fact that your outfit doesn’t have pockets does not absolve you from the requirement to purchase a ticket.

Disorderly Conduct, Public Nuisance, Riot
Many cities have a broadly written catch-all for behaviors that may disturb the peace. If you’re going to organize or participate in a No Pants Ride or other flash mob, always apply common sense to your shenanigans. If you encounter law enforcement, be calm and respectful, and know what information you are required to provide. In the U.S., the police are allowed to briefly detain you if they suspect a crime is occurring or is imminent. And although you have the right to remain silent, you may be required to identify yourself if requested.

Of course, the goal of any flash mob is to surprise and entertain an unsuspecting audience. Ideally, the police should never have to be involved. They have real crimes to investigate. It’s up to the organizers and participants to educate themselves on how to pull off their shenanigans without violating the law or anyone’s rights.

I’m excited for this year’s No Pants Subway Ride. If one is occurring near you, I highly recommend you participate. If you want to chat about the legalities of flash mobs and pranks, you can contact me directly or connect with me on TwitterFacebookYouTube, or LinkedIn.

Burning CDs = Copyright Risk

CDs or DVDs by mlange_b from Flickr (Creative Commons License)

CDs or DVDs by mlange_b from Flickr (Creative Commons License)

For the last few weeks, I’ve received several questions about the legalities of burning entire albums from a friend’s CD collection and creating and giving mixed CDs to loved ones or as part of a corporate gift. These questions make me cringe.

The U.S. Copyright Act allows you to make an archival copy of media you’ve legally obtained, in case something happens to the original. This is for personal use, not to be shared with others. It is perfectly legal to create a playlist or mix CD from your music collection for your personal use. If you allow friends to copy your CDs, that is likely an illegal copy (unless the music is so old that it’s in the public domain). By burning a copy of your CD, you are depriving the artist and their record label of the royalties they would have earned had your friend bought their own copy.

To the person who asked me if they could make a mix CD of holiday music to send to clients and contacts, that really made me cringe. Not only would you likely be illegally copying and distributing music without a license, but you would also be informing your contacts through your actions that you either lack knowledge of copyright law, or you don’t respect it. Neither of those are a sentiment you want to have as part of your reputation.

The exception to this situation is to get permission to make these CDs by obtaining licenses for each song. I work with an organization called Ignite Phoenix that puts on awesome shows that showcase speakers’ passions. At several events, we wanted to highlight the musical talent in the Phoenix area, so one of our organizers contacted local bands who agreed to have one of their songs featured on an Ignite Phoenix compilation CD that was handed out to every attendee.

Remember, what you can legally do and what you may get away with are often different things. The only person who can come after you for infringement is the copyright holder. If they don’t know what you did or they don’t care, you won’t be sued for infringement. Although it is rare to hear about copyright infringement cases like this, they do happen. A woman in Minnesota was ordered to pay $1.9 million for illegally downloading 24 songs. The amount was later reduced to $220,000.

The interaction between the Copyright Act and technology is often confusing, with many gray areas instead of black-and-white answers. If you have any questions about copyright and avoiding the risk of infringement, you can contact me directly or connect with me on TwitterFacebookYouTube, or LinkedIn.

What’s the Answer to Revenge Porn?

What The . . . ? by Reinis Traidas from Flickr (Creative Commons License)

What The . . . ? by Reinis Traidas from Flickr (Creative Commons License)

I’m frustrated.

I regularly review the terms people search for and end up on this site. Almost every day people are asking questions about how they can determine if their intimate photos and videos have been posted online or what they should do if a current or ex-partner is threatening to post their intimate photos.

Now, I have no issue with consenting adults creating photos or videos in the privacy of their bedroom or wherever they have sexy time. I have a huge issue when it comes to people acting irresponsibly with these media files. And the problem doesn’t appear to be getting better.

My rule of thumb is people shouldn’t create intimate photos or videos unless they are certain that everyone involved is responsible and respectful enough not to share them with anyone. If you know you might be tempted to post these file or show them to your friends, don’t have them on your phone, delete them if you have them, or better yet – don’t create them.

I suspect a lot of people feel embarrassed when they learn that their naked image is online or someone is threatening to post it, so they try to deal with it quietly. These bad actors get to be so abusive, in part, because they’re doing it in the shadows behind a computer screen. They rely on their victim silence. The best response may be to bring this person into the light. If you are a victim in this type of situation, call the police. You may be the victim of revenge porn, harassment, or extortion. You may also want to talk to a lawyer because you might have a civil case as well.

Depending on your circumstances, your most effective course of action may be to turn to the court of public opinion by calling this bad actor out for their abusive and disrespectful deeds.

Likewise, if your friend offers to show you the intimate photos or videos they created with their partner, forcefully decline. Tell your friend they’re a disrespectful dick for even considering sharing these. This person is a jerk who shouldn’t be dating anyone or engaging in any activities that might lead to procreation. The only exception to this advice is if your friend offers to hand you their phone to look at the images. The good buddy response would be to take their phone and delete the images – save them from themselves.

In thinking about these situations, one of the reasons why I’m so frustrated is because I feel powerless to stop this misbehavior. The answer to this problem may lie in the way we teach tweens and tweens about using their phones. Just like we teach kids to say “please” and “thank you,” they need to be taught that it’s unacceptable to create and share content designed to humiliate and disrespect others.

If you suspect that you are the victim of revenge porn threatened with revenge porn, please know that you don’t have to deal with this situation alone. Please call the police, your local domestic violence resource center, and/or a lawyer. If you have any questions about revenge porn or any other questions about social media harassment, you can contact me directly or connect with me on TwitterFacebookYouTube, or LinkedIn.

YouTube Reinstated my Video

Webtreats - 272 YouTube Icons Promo Pack by webtreats from Flickr (Creative Commons License)

Webtreats – 272 YouTube Icons Promo Pack by webtreats from Flickr (Creative Commons License)

Last month, YouTube pulled one of my videos within hours of it being released. My videos are typically uploaded in advanced and released early every Wednesday morning. That was the strangest message to wake up to.

The weird thing was that the videos on this challenge are mostly Q&A for legal questions about business, intellectual property, and internet law. Occasionally, I talk about more risqué topics like revenge porn and legal issues related to posting or sharing intimate photos and videos, but this video was about publicity rights. (The question I received was poorly phrased. As written it sounded like he/she could have been asking about human trafficking, but I’m pretty sure they were asking about the right of publicity.)

Since life is blog material, instead of posting the video that day, I posted about how YouTube pulled my video for allegedly violating their Community Guidelines. I do not know if someone reported my video as offensive or if an automatic process within YouTube detected suspicious verbiage and removed it automatically.

Initially, I was going to let it go, thinking “Their site, their rules;” but a friend suggested I appeal the decision. (I wish I could remember who suggested this! Thank you!) I went into the firm’s YouTube channel and submitted an appeal with a short note explaining that the purpose of the video was a discussion of publicity rights, not an endorsement of human trafficking. About a day later, I received the following response:

Thank you for submitting your video appeal to YouTube. After further review, we’ve determined that your video doesn’t violate our Community Guidelines. Your video has been reinstated and your account is in good standing.

In case you missed it, here’s the video that led to this predicament:

I’m glad this situation has a happy ending. The lesson I learned from all of this is that it’s worth it to appeal YouTube’s decision if you think a video was pulled in error. If you have any questions about a YouTube video or any other questions about social media law, you can contact me directly or connect with me on TwitterFacebookYouTube, or LinkedIn.

YouTube Pulled My Video

Leaked YouTube Video by C_osett from Flickr (Public Domain)

Leaked YouTube Video by C_osett from Flickr (Public Domain)

Carter Law Firm releases a new Question of the Day video on its YouTube channel every Wednesday. I record these videos in advance in batches and then schedule them to be released on a weekly basis. The questions and topics for this videos come from terms people search for and end up on my site, questions I receive via email, and recent events related to business law, social media law, and intellectual property.

I schedule the videos to be published at 3am Arizona time so each new video is live by the time I get up on Wednesday morning. This past Wednesday, I awoke to a surprising email from YouTube:

The YouTube community flagged one or more of your videos as inappropriate. After reviewing the content, we’ve determined that the videos violate our Community Guidelines. As a result, we removed the following videos from YouTube . . . .

Wait…what?!? I do Q&A videos about legal questions. How did I violate their community standards?

The video in question was entitled, “Posting Pictures of a Girl you Bought Online.” This was a phrase someone searched for an ended up on this site. I started this video by questioning whether the person was asking about the legalities of posting a photo that he/she had purchased and the image depicted contains another person (copyright and rights of publicity issues) or if the person had purchased another human being and wanted to know if he/she could post an image of the purchased person online (human trafficking issues). I assumed the person was asking about copyright and publicity rights and addressed those issues in a general sense.

So why was the video pulled? Perhaps someone thought I made too light an issue of human trafficking (which I would never intentionally do). Whatever the reason, I sighed and thought “Their site. Their rules.” Whoever controls a forum decides what others can and can’t post on it. If they had an issue with my video, it was their prerogative to remove it. If you want to see it, I posted it on the Carter Law Firm Facebook page.

If you have a website where others can post comments or other content, you get to set the rules regarding what is and is not allowed. As long as your rules aren’t illegal, you can write them however you want. Even this site has a terms of service.

If you want more information about website terms of service, please check out my book The Legal Side of Blogging: How Not to get Sued, Fired, Arrested, or Killed. If you want to chat with me about YouTube’s policies or terms or service in general, you can contact me directly or connect with me on TwitterFacebookYouTube, or LinkedIn.

Why Taylor Swift Won

Taylor Swift 092 by GabboT from Flickr (Creative Commons License)

Taylor Swift 092 by GabboT from Flickr (Creative Commons License)

A few weeks ago, Jesse Braham sued singer Taylor Swift and her record label for $42 million for copyright infringement, alleging that she copied the lyrics from his song “Haters Gone Hate” in her song “Shake It Off.” Braham claimed to be the author of the phrases “Haters gone hate” and “Playas gone play,” which are similar to the lyrics in Swift songs. He claimed that Swift never could have written her song if it wasn’t for his. (Note: There are no other obvious similarities between these two pieces of music.)

Last Friday, United States District Court Judge Gail Standish dismissed the case in a brilliant fashion, saying, “At present, the Court is not saying that Braham can never, ever, ever get his case back in court. But, for now, we have got problems, and the Court is not sure Braham can solve them.”

So why did Taylor Swift win this case, legally speaking? (Anyone who read the article about the lawsuit probably thought Braham had no basis for bringing the claim.) Under the U.S. Copyright Act, to get a copyright, you need an original work of authorship that is fixed in a tangible medium. Writing lyrics for a song on paper or creating an mp3 of a song would each qualify as a copyrightable work. Short phrases are typically not original enough to quality as an “original work of authorship.” That’s why Paris Hilton couldn’t get a copyright for “That’s hot.”

If Braham had a copyright in “haters gone hate,” he could stop anyone from using the phrase unless they bought a license from him. As far as I know, he only went after Swift for infringement.

Braham also wanted credit as an author of “Shake It Off.” I suspect he was hoping for a similar outcome as the Sam Smith/Tom Petty case over Smith’s song “Stay with Me” where Petty was credited as a co-author in the settlement.

My question in this situation was, “What lawyer would take on case?” It’s a violation of the Rules of Professional Responsibility for a lawyer to file a lawsuit if their client doesn’t have a case. It turns out, Braham didn’t have a lawyer. He filed the lawsuit by himself. He also requested that the court waive the filing fees, saying that he had not had a job since 2006.

If you believe that someone is violating you copyright, please contact an intellectual property attorney in your community. These cases have to be evaluated on the facts of each situation. If you want to chat with me about a specific question related to copyright law, you can contact me directly or connect with me on TwitterFacebookYouTube, or LinkedIn.

Residential Holiday Light Shows | Is That Legal

Christmas Lights by Luke Jones from Flickr (Creative Commons License)

Christmas Lights by Luke Jones from Flickr (Creative Commons License)

A friend sent a link to this article on Gawker about Kevin Judd of Riverside, California who had an awesome Halloween light show that was synchronized to music like Gangham Style . . . at least he did until his HOA shut him down. My friend asked if displays like this are otherwise legal.

To be clear, I’m not a scrooge when it comes to these types of light displays. I appreciate the time, effort, creativity, and innovation that goes into putting one of these amazing shows together. When I was a law student, watching the video of a light show to David Foster’s Carol of the Bells was the only thing that could make me smile while I was studying for finals.

Despite my enjoyment of these light shows, there could be legal issues related to them. The main one I see is copyright infringement. Whoever owns the copyright in a song gets to control where the music is performed. When you buy a song on iTunes, it’s for personal enjoyment, not for public performances. If anyone who created this type of light show, especially if it’s they’re making money from it, they should get a license to play it.

However, I wonder if these light shows qualify as a permissible use under fair use. (Fair use protects the use and transformation of others’ work to create new works, as long as you’re not interfering with artists’ ability to benefit from creating their original art.) My mnemonic device for the fair use factors is PAIN:

  • Purpose: Definitely transformative and noncommercial if you’re not charging people to watch it.
  • Amount Used: The whole song is typically used, but that makes sense given the circumstances.
  • Impact on the market: Attending a light show will likely not be a replacement for someone who only wants to listen to the music.
  • Nature of the Works: Integrating an audio file into a larger multimedia performance.

If someone is doing a light show on their home without charging a fee, there may be a decent argument that what they’re doing is protected by fair use. To date, I have no heard of a record label ordering someone to stop using their music in a holiday display on a home. I suspect they appreciate the free advertising and they don’t want to be seen as the mean rich record label that shut down the light show that made children happy.

Even though using music in a light show may be legal under copyright under fair use or a license, there may be other legal implications like HOA rules, city noise and/or light ordinances, and causing traffic problems. If you want to chat about the legal issues related to your holiday display, you can contact me directly or connect with me on TwitterFacebookYouTube, or LinkedIn.