RWM Lexicon.
Transatlantic intellectual property and corporate law. Definition-first, references to French and U.S. statutes, real-world applications from the firm.
U.S. corporate
BOI Report (Beneficial Ownership Information)
The Beneficial Ownership Information (BOI) Report is the disclosure of beneficial owners required by the Corporate Transparency Act of 2021, filed with FinCEN (the U.S. Treasury's Financial Crimes Enforcement Network), in force since 1 January 2024.
C-Corporation
A C-Corporation is a U.S. corporation with separate legal personality, taxed separately from its shareholders at the federal rate of 21 percent since the Tax Cuts and Jobs Act of 2017, and able to issue multiple classes of stock.
Delaware incorporation
Delaware incorporation refers to forming a corporation in the State of Delaware, the jurisdiction chosen by more than 68 percent of Fortune 500 companies and by nearly every U.S. venture-backed startup.
EIN (Employer Identification Number)
The Employer Identification Number (EIN) is the nine-digit federal tax identifier issued for free by the IRS to every U.S. legal entity, the functional equivalent of the French SIRET number.
LLC (Limited Liability Company)
A Limited Liability Company (LLC) is a U.S. legal structure that combines features of a corporation and a partnership, offering limited liability to its members and, by default, pass-through taxation.
French corporate & holding
International holding company
An international holding company is a company whose main purpose is to hold equity interests in other companies located in several jurisdictions, used to structure a cross-border group, optimize financial flows and prepare for a sale.
Shareholders agreement
A shareholders agreement is an extra-statutory contract among the shareholders of a company that organizes their relations, capital evolution and exit conditions, kept separate from the bylaws or articles of association because of its confidential nature.
Intellectual property
NDA (Non-Disclosure Agreement)
A Non-Disclosure Agreement (NDA) is a confidentiality contract under which one or more parties agree not to disclose or use confidential information received, on pain of contractual and, where applicable, statutory sanctions.
Patent
A patent is an industrial property title that grants its holder an exclusive right to exploit an invention for 20 years from the filing date, subject to novelty, inventive step and industrial application.
Trade secret
A trade secret protects confidential information that derives economic value from its secrecy, codified in France by the French Trade Secrets Act of 30 July 2018 and in the United States by the Defend Trade Secrets Act (DTSA) of 11 May 2016.
Trademark
A trademark is a distinctive sign (word, design, sound) registered to identify products or services, protected in France by the INPI under the French Intellectual Property Code (CPI), and in the United States by the USPTO under the Lanham Act of 1946.