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Trippe S. Fried

Trippe S. Fried teaches courses about Business Law, Outsourced General Counsel, and Trademark Protection at Solo Practice University®.

Trippe Fried has been a practicing attorney for seventeen years. He works exclusively with entrepreneurs and businesses and often as an outsourced general counsel. Trippe functions both as part of the management team assessing and addressing potential risks and as the company’s legal representative. His work includes case and legal services management, transactions, mergers and acquisitions, company development, contracts, employee relations, intellectual property protection, corporate governance, and dispute resolution.

Trippe has worked with clients around the country and in numerous industries including technology, health care, manufacturing, professional services, transportation, venture capital, human resources, and social services. He also writes on matters of interest to attorneys and entrepreneurs and has taught several courses on the legal issues businesses face.

The creator of his own successful technology business, the Virtual Legal Department, Trippe knows from experience the challenges of entrepreneurship and what legal services business owners really need to survive in the 21st Century global economy.

Trippe has been published in several law reviews including Transactions and the DePaul Business and Commercial Law Journal. He also hosted his own radio show on issues of interest to small business owners.

Syllabus – Outsourced General Counsel

  • Introduction: What Is Outsourced General Counsel?
  • How to Integrate With and Add Value to the Client – Tips for Fitting In
  • Management Functions – Using Risk Assessment and Management to Troubleshoot
  • Legal Functions – Providing Legal Services as Part of a Broader Management Team
  • Multijurisdictional Practice Considerations
  • Ethical Considerations – Knowing Your Limits, Working within the Rules
  • Working as OGC with Multiple Clients
  • Prognostications – Why OGC Is the Wave of the Future

Syllabus – Business Law

  1. Entity Selection
    • Why create an entity?
      • Tax issues
      • Limited liability issues
      • Avoid unseen partnership liabilities
    • Which entity to select?
      • S-corp vs. LLC
      • C-corp – not always disadvantageous from a tax perspective
      • General Partnerships – best avoided
  2. Entity Types
    • Corporations
      • S corporations
      • C corporations
      • Closely held corporations (e.g. under Maryland law)
      • Professional corporations
    • Partnerships
      • General Partnerships
      • Limited Partnerships
      • Limited Liability Partnerships
    • Limited Liability Companies
    • Sole Proprietorships
  3. Entity Creation
    • Initiating documents
      • Articles of Organization
      • Charter
    • Management documents
      • Bylaws
      • Operating Agreement
      • Statutory defaults
    • Tax documents
      • EIN
      • IRS 2553
      • Other IRS forms
    • Other important documents
      • Organizational meeting minutes
      • Incorporator’s resignation
      • Stock certificates/indicia of ownership
      • Buy/Sell Agreements
      • Miscellaneous
  4. Corporate Governance
    • Ownerships
      • Corporate shareholders
      • Partners
        • General
        • Limited
      • LLC members
    • First tier governance
      • Directors
      • General Partners
      • Managers/Directors/Governors/Members(LLC)
    • Second tier governance
      • Officers
      • Managers
    • Incorporator/Promoter liability
  5. Corporate Finance
    • Bank Financing
    • Government Financing
    • Small Business Financing
    • Minority Owner Business Financing
  6. Securities Basics
    • Registration requirements
    • 1933 & 1934 Securities Acts – prohibitions on sale
    • Stock legends
    • Blue sky laws
  7. Multijurisdictional Operations
    • Risks for attorneys associated with MJP
    • Foreign corporate registration
    • Personal jurisdiction issues
    • Forum selection clauses
    • Risk assessment and management for businesses
  8. Intellectual Property
    • Trade secrets
    • Confidentiality and non-competition provisions
    • Copyrights
    • Trademarks
    • Patents
  9. Employment
    • At will employment – public policy limits on termination for cause
    • Federal civil rights law – Title VII
    • State human rights laws – counterpart to Title VII
    • OSHA and state counterparts
    • FLSA and state counterparts
    • Worker’s compensation
    • RIF legislation
    • Whistleblower protections – federal and state
    • Employment contracts
  10. Dissolution & Termination
    • Winding up
      • State filing requirements
      • Tax issues
      • Choice – continue business or terminate
      • Allocation of losses and profits
      • Allocation of corporate property
    • Termination
      • State filing requirements
  11. Bankruptcy
    • Filing options
      • Chapter 7
      • Chapter 11
      • Chapter 13
    • Chapter 7
      • Liquidation proceeding
      • When is Chapter 7 preferred?
      • Overview of the filing process and procedures
    • Chapter 11
      • Reorganization proceeding
      • When is Chapter 11 preferred
      • Overview of the filing process and procedures

Syllabus – The Underdog’s Guide to Trademark Protection

Small business owners are frequently confronted by their larger counterparts leveling accusations of trademark infringement. Sometimes the allegations have merit. Sometimes it is simply big companies – and big law firms – bullying others in the market to obtain objectives completely unrelated to genuine intellectual property use concerns. This course explores how lawyers can help their clients strategize, protect their marks, stand their ground, and avoid costly litigation.

Lesson 1 – Trademark Basics

  • What is a “trademark”? What is the significance of a trademark (i.e. why are they important)?
  • What is the difference between a trademark and a service mark?
  • How do you obtain a trademark? When should you register a trademark?
  • How do you register a trademark?
  • What do you do after the trademark is registered?

Lesson 2 – Trademark Disputes – Basic Considerations

  • Trademark disputes are “fact intensive” – what does that mean for you strategically?
  • What is trademark infringement?
  • How is trademark infringement proven?
  • Strategic considerations – Evaluating the strength of your position and figuring out if you’re being cautioned or bullied
    • Being cautioned – how to beat a cost-effective retreat
    • Being bullied – standing your ground without over-escalation
    • The importance of keeping things professional.
    • The importance of keeping your client in the loop and apprised of the risks of a legal dispute.
  • The importance of “valuation”
    • How do you assign a value to a trademark?
    • What is the significance of that valuation and how do you incorporate it into your strategic considerations?

Lesson 3 – Offensive Game Plan – Protecting Marks from Infringement

  • Use it or lose it – keeping your mark in the stream of commerce and keeping your registration up to date
  • Reaching out effectively – strategies for negotiating work-arounds
  • Pulling to trigger – when and how to sue
  • International Considerations
    • The Madrid Protocols
    • The trouble with China

Lesson 4 – Defensive Game Plan – Handling Allegations of Infringement

  • The importance of understanding “the enemy” – the bigger the opponent, the greater the client’s strategic disadvantage, the more creative you will need to be
  • Understanding the standard “big firm” threatening letter – what it means and how to push back
  • The importance of thinking “outside the box” – finding creative solutions
  • Rebranding strategies
    • When to rebrand
    • How to rebrand
    • Cost considerations

Lesson 5 – Contracts & Trademarks

  • Using contracts to protect trademarks and other intellectual property
  • Shared Use and Exception agreements