Research : BVA 303 - 01/05/2019 (Business Understanding and Homework)
NZGDC - New Zealand Gaming development company
*Hudson Gavin martin
Sole trader:
-More risk.
-Smaller group.
-Not easy to sell business.
-Not easy to attract third party investment.
Example: a Lot of NZ businesses start out as sole trader.
Partnership (most dangerous to Rachel)
- Easy set up.
-Legal binding Partnership agreement.
-Owners are partners.
-Liability, Personally liable, even debts incurred by partner.
-Lifetime, ends if partner dies or if partner wants to leave the partnership.
-Tax, partners pay tax on their share of partnership income; At applicable personal income tax rate.
-ease of future sale, Not easy to sell whole partnership.- Not easy to attract investors.
-Partnership act 1908.
-Example: Hudson Gavin Martin.
-Other, limited liability partnership.
Company
-Set up, simple online registration process through companies office.
-Should, but not required to, have constitution; Can have shareholders Agreements.
-Owners, Shareholders.
-Management, directors.
-Liability, shareholders' liability limited to amount instead; directors only liable in certain circumstances, eg. reckless trading, fraud, or where they provide a guarantee.
-Lifetime, unlimited; shareholders and directors can change.
-Tax, company pays tax - 28%; divided taxed at individual's RWT rate.
-Easy to sell.
-Simple process to become shareholder.
-Companies Act 1993.
-Public document, registered with companies Office,
-Amends or states default rules in companies act.
-Contract between company and shareholders - automatically bound once you become a shareholder.
-Amended by special resolution.
Shareholder's agreement
-Private document
-complements constitution
-contract between shareholders, company often a party
-Parties have
common issue between shareholders
-Bringing in new investors; issue of shares; Default rule - section 45 of companies Act 1993 (pre-emptive rights for existing shareholders)
-additional Funding; shareholders or bank; Personal Guarantees.
-One party wants to exit, how can they sell?; Transfer of shares; Pre-emptive rights for existing shareholders.
-Drag-along rights.
-Tag-along rights.
Common issues between shareholders
-Deadlock in decision making; Dispute resolution clauses.
-Non-compete/ Restraint of trade; Time of restraint; Geographical restraint; Industry/ business restraint.
Intellectual Property
Copyright
-Value of copyright; Prohibits unauthorized copying, issuing of copies, communication of works etc.; Owner entitled to sue for damages.
-Owner is author unless: Employee in normal course of employment, in which case the employer is the owner; contractor carrying out a "commissioned work", in which case the "commissioner" is the owner.
-Transfers copyright by agreement to someone else.
-Pros; Automatic; non registration ; free; Long duration - life of author plus 50 years.
-Cons: Must prove your the owner
Confidential information
-Protects confidential information/ trade secrets
Requirements; info must be confidential nature
-Pros: Within your control;non-territorial; free;indefinite;immediate
-Cons:
Registered Trade Marks
-Protects brand Identity
-Requirements; Versatile; must be distinctive
-Example: Words (ZESPRI), Colours (Cadbury purple)
Registered Trade Marks
Pros: indefinite; Relatively cheap to apply for/ maintain; Powerful marketing tool
cons: Territorial; Exclusive right; Market policing.
Patents
-Protects inventions
-only 20 years
-Must keep invention secret prior to filing for patent
Game development
-If you're developing and marketing a game, there are some legal issues to consider: Before you start; Engine and platform considerations; Developing the game; Branding the game - Trade marks; Licensing the game; complying with laws.
Before you start
-Research.
-Sign a Confidentiality agreement: To protect the idea before the game is released; Before discussing the idea for a game with a developer, investor or third party.
-Establish the vehicle for owning the IP in game: Incorporate IP owning company; Shareholders agreement eg contributions, responsibilities, revenue share.
Engine and Platform consideration.
*What are the technical, contractual and business implications of selecting each engine/platform?
-IOS game apps
-Art gallery digitizing everything. (Very high quality of work) Be sure of it.
Trademark registration
*verbal agreement is legal as well. still back and white is the best option.
*BlackBoard has a lot of information.
HOMEWORK
*Hudson Gavin martin
Sole trader:
-More risk.
-Smaller group.
-Not easy to sell business.
-Not easy to attract third party investment.
Example: a Lot of NZ businesses start out as sole trader.
Partnership (most dangerous to Rachel)
- Easy set up.
-Legal binding Partnership agreement.
-Owners are partners.
-Liability, Personally liable, even debts incurred by partner.
-Lifetime, ends if partner dies or if partner wants to leave the partnership.
-Tax, partners pay tax on their share of partnership income; At applicable personal income tax rate.
-ease of future sale, Not easy to sell whole partnership.- Not easy to attract investors.
-Partnership act 1908.
-Example: Hudson Gavin Martin.
-Other, limited liability partnership.
Company
-Set up, simple online registration process through companies office.
-Should, but not required to, have constitution; Can have shareholders Agreements.
-Owners, Shareholders.
-Management, directors.
-Liability, shareholders' liability limited to amount instead; directors only liable in certain circumstances, eg. reckless trading, fraud, or where they provide a guarantee.
-Lifetime, unlimited; shareholders and directors can change.
-Tax, company pays tax - 28%; divided taxed at individual's RWT rate.
-Easy to sell.
-Simple process to become shareholder.
-Companies Act 1993.
-Public document, registered with companies Office,
-Amends or states default rules in companies act.
-Contract between company and shareholders - automatically bound once you become a shareholder.
-Amended by special resolution.
Shareholder's agreement
-Private document
-complements constitution
-contract between shareholders, company often a party
-Parties have
common issue between shareholders
-Bringing in new investors; issue of shares; Default rule - section 45 of companies Act 1993 (pre-emptive rights for existing shareholders)
-additional Funding; shareholders or bank; Personal Guarantees.
-One party wants to exit, how can they sell?; Transfer of shares; Pre-emptive rights for existing shareholders.
-Drag-along rights.
-Tag-along rights.
Common issues between shareholders
-Deadlock in decision making; Dispute resolution clauses.
-Non-compete/ Restraint of trade; Time of restraint; Geographical restraint; Industry/ business restraint.
Intellectual Property
Copyright
-Value of copyright; Prohibits unauthorized copying, issuing of copies, communication of works etc.; Owner entitled to sue for damages.
-Owner is author unless: Employee in normal course of employment, in which case the employer is the owner; contractor carrying out a "commissioned work", in which case the "commissioner" is the owner.
-Transfers copyright by agreement to someone else.
-Pros; Automatic; non registration ; free; Long duration - life of author plus 50 years.
-Cons: Must prove your the owner
Confidential information
-Protects confidential information/ trade secrets
Requirements; info must be confidential nature
-Pros: Within your control;non-territorial; free;indefinite;immediate
-Cons:
Registered Trade Marks
-Protects brand Identity
-Requirements; Versatile; must be distinctive
-Example: Words (ZESPRI), Colours (Cadbury purple)
Registered Trade Marks
Pros: indefinite; Relatively cheap to apply for/ maintain; Powerful marketing tool
cons: Territorial; Exclusive right; Market policing.
Patents
-Protects inventions
-only 20 years
-Must keep invention secret prior to filing for patent
Game development
-If you're developing and marketing a game, there are some legal issues to consider: Before you start; Engine and platform considerations; Developing the game; Branding the game - Trade marks; Licensing the game; complying with laws.
Before you start
-Research.
-Sign a Confidentiality agreement: To protect the idea before the game is released; Before discussing the idea for a game with a developer, investor or third party.
-Establish the vehicle for owning the IP in game: Incorporate IP owning company; Shareholders agreement eg contributions, responsibilities, revenue share.
Engine and Platform consideration.
*What are the technical, contractual and business implications of selecting each engine/platform?
-IOS game apps
-Art gallery digitizing everything. (Very high quality of work) Be sure of it.
Trademark registration
*verbal agreement is legal as well. still back and white is the best option.
*BlackBoard has a lot of information.
HOMEWORK
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