Facebook Apps Now Less Coy with Application Verification Program

Facebook is a serious marketplace for brands looking to capitalize on the productivity lost by your employer, while you post your Monday bender pics at work. But let's face it, you're not going to fall for the ol' tell me about your product and its benefits routine. You want a new fangled, post-modern ad that nary bares a trademark, but cleverly enables you further mug the nation's GDP by wasting time in your cubicle.

Enter the Facebook "app." These Facebook platform widgets are small footprint mini programs that don't do anything but enrich the Facebook experience. Games, contact list organizers, da da experience generators, your options are limitless when dodging real world responsibility. And the only thing standing between you and more apps is the heretofore sketchy Facebook submission guidelines facing brands and developers.

Up until now, Facebook app developers had to interpret the current guidelines to determine if their app would be allowed into the Facebook environment. For example some of our developer clients were developing apps that were branded by major alcohol distributors. Did these apps run afoul of Facebook's prohibition on the sale of certain types of goods? Well, that is potentially debatable.

Facebook has set forth a new vetting process, the Application Verification Program. Hopefully with this new vetting process will provide clarity and predictability.

Facebook Platform's Application Verification Program is an optional new program designed to provide applications with a way to stand out and reassure users that they will provide a good experience. Verified applications will appear to users early next year, beginning in an application's About Page and the Application Directory.

We will help educate users to recognize the verification badge as a symbol for applications which are respectful, transparent and meet the guiding principles for trustworthiness. In addition, during the 12-month term of verification, users will see more information from verified applications as we increase their allocations for communication channels such as requests and notifications, and increase visibility of their stories in News Feed.

Though there is a not unnoticeable fee ($375 for the average business) involved it might provide the type of clarity that a developer and its client can use before investing resources into an app that wont ever get to see primetime.

We'll try to keep you posted.

New Front Opened Against RIAA

The ebbs and flows of any legal policy battle have little to do with the obvious moral colors of it all. Often, it seems the blacks and whites of rights and wrongs are not reduced to grays but blotted off the canvas altogether. Take the RIAA copyright war on unlawful file sharing. We've got our Cowboys and Indians and the rest should all play out like a bad Western.

The RIAA claims that because copyright provides a clear mandate against its defendants its got the white hat. The moral high ground argument being that unauthorized copying and distribution is infringement period.

However, Professor Charles Nesson, a Harvard law professor, has taken up the fight on behalf of the RIAA defendants by making a wholly procedural argument. He claims that the controlling statute, Digital Theft Deterrence and Copyright Damages Improvement Act of 1999, a criminal statute, does not provide the RIAA a private civil right to sue. Rather, says the professor, it is the government that should be the claimant. So much for black and white. And no luck for gray either.

Now some will view this as prototypical lawyerly obfuscation (i.e., the liberal smattering of over syllabled words to distract from the real issue). But procedural arguments are part and parcel of any legal debate. And where the issues concern the balance of power between industry and consumers the rules of engagement speak as much about the merits of the issue (i.e., the blacks and whites) as anything else. Unlike the typical arguments against the RIAA which attack the evidentiary basis of the RIAA’s claims, this new approach assaults the fundamental purpose of the statute. For according to the Professor, if the RIAA continues to have its way, it can unduly sue millions of people.

Celebrity Baby Spread Gets Copyleft License

Who says celebrities have to be Paris Hilton's or Jane Fonda's, either too stupid or too radical to make a practical impact on the habits of ordinary people? There is a happy medium for the privacy challenged apple of the press’ eye, where their actions can influence even the contentious halls of IP licensing. The exhibit A of this phenomenon: Gwen Stefani, who, with her hubby, shunned the typical diamond soaked tabloid contract for centerfold picture spreads of her newborn. Demonstrating both a post election “maverick” streak and an unnerving knowledge of alternative licensing schemes, Stefani instead hired her own photographer and licensed the resulting photos through a Creative Commons license. No that’s not a typo. She licensed her photographs for creative sharing and limited commercial use. Gwen is more than fuel for the dance floor, she’s a copyleft progressive in pop diva clothes. That being said, she did opt for the standard issue space case rock star name for the licensed babe, Zuma Nesta Rock Rossdale. Yeah.

Lego Hits a Rainbow Colored Brick Wall

Who has not dreamed of building a life size Lego house or the life size Lego statue of oneself? If you don't raise your hand, you are either lying or you were raised by wolves. Everyone loves Lego and it has been a uniquely iconic fixture of the modern childhood. Its charm has inspired more than a few adults to realize their fantasies in bricks that come from rainbow factories.

Apparently the Court of First Instance doesn't share that enthusiasm as it upheld a 2004 decision to cancel the brick's trademark status. Essentially it has ruled that Lego cannot avail itself of trademark protection from a EU trademark registered in 1999 to prevent competition from making mock blocks. The ruling came in response to a dispute between Lego and a Canadian company, Mega Brands, which manufactures blocks that were so similar as to be compatible with Lego. This is a major event that will greatly the landscape, but only once the case is further appealed to the European Court of Justice.

Even Curmudgeon Lawyers Get Social

The near universal euphoria over social media marketing has even reached the most ad phobic professionals, lawyers. Considering the myriad ethical and professional restraints on the who, what, where, and how of legal marketing, it is both heartening and worrisome (lawyers love structural ambiguity, it keeps us contract attorneys employed) to see us venture into this realm. A Law.com article that touches on some approaches taken by lawyers thus far is here.

Breaking the Code—A Code of Ethics Emerges for Social Media Marketing

In an increasingly social media dominated world where the old “word of mouth” adage has been steroided up with the power of the net, there is a palpable sense that rules and boundaries are needed. Attempting to step into the void, the Word of Mouth Marketing Association (WOMMA) has promulgated a Code of Ethics. That code calls for openness and transparency in the relationship and identity of the parties, the primacy of communications rules, and the protection of privacy and minors. While WOMMA’s code may appear toothless at first blush, it does address certain real world social marketing conduct such as "astroturfing." That’s where a brand will have a few pose online as a mass community of men and women on the street to support its products.

WHERE SHOULD I ORGANIZE / SET UP / MARRY MY CORPORATION OR LLC?

Choosing which state in which to setup your LLC or corporation is like dating 50 people at once and being forced to marry one. As we all know, choosing a mate for life is simply an unscientific affair. And with choosing between states as opposed to mates, there is still the usual sorting through quirks annoyances and whether or not a state may simply look ugly the morning after the ceremony. Further confusing the process us the maze of state idiosyncrasies, from unique fees to unique common law and statutory frameworks.

There are however some major criteria one can use to cut through the din if confusing choices.

TAX QUIRKS
First and foremost does the state have quirky or imposing tax rules? For example some states charge special franchise fees that are either exorbitant or difficult to navigate. Sometimes the taxes are "hidden". In New York there is a little glitch when it comes to filing taxes for a LLC. The state charges a fifty dollar fee for each member of the LLC. So for an LLC that has many members you are looking at a significant fee. Even worse for an llc that has allot of passive members that came on board through some kind of private offering, it can mean thousands of dollars in tax filing fees. Hence this is a consideration for an operation that is really seeking to raise funds for deployment overseas. In that case, the LLC really doesn't have a state footprint and can elect to be formed in the more tax friendly jurisdiction.

MINORITY SHAREHOLDER’S
Another consideration is the state's approach to minority interest holders' rights. Some states such as New York actually have a separate minority shareholders doctrine to protect against abuse by the majority shareholder. The presence of this doctrine can cut both ways in terms of the parties' interests. Therefore it is another important factor to keep in mind when selecting an entity. For example one may ask whether they represent a minority investor stake or a dominant controlling or management stake when approaching this aspect of the equation. Delaware is more friendly to the majority position than NY is (which is why it is often a choice for large publicly traded corporations).

STICKING TO YOUR STATE
Another overriding question is the location, size and scope of your operation. It is generally best for small companies to organize in their home state. This is especially true where the “footprint” of the company (i.e., office and employee location, source of income, etc.) is limited to that state. Secondly, small companies often do not require complex financing and are really partnerships at heart, shrinking the allure of a Delaware state company. When organizing an entity in a foreign state (e.g., your business “footprint” is in NY but you organize an LLC in DE) you will likely have to pay redundant fees for a variety of things and negate any cost savings. For example, though NY has a costly “publication” requirement, if you form an LLC in DE and want a bank account in NY, you will have to satisfy NY’s “foreign LLC” requirements, meaning you will have to pay the publication fees anyway. Also, there tends to be greater variation between state corporation laws than between state LLC law, further negating any interstate advantage.