A brief, but related, digression. We all know that if you see a product advertised frequently enough, product will sell. You might even be one of people who buys product. The thinking process by which you reached decision to buy product is not an intellectual, logical process. It’s a function of way human mind works. Continually hearing a repeated message makes message more familiar, more real, and, eventually, more true. As adage says, “even boldest lie becomes truth if you scream it loud enough and long enough.” I call this “Lie = Truth” Adage. Sadly, I frequently encounter “Lie = Truth” Adage in litigation. I also know of some politicians and terrorist masterminds who are experts at exploiting this fact of human nature.

Back to trademarks. The advertising departments at most companies know “Lie = Truth” Adage can be very successful in advertising. The cynic would pump his fist in air yell “Down with corporations, and power to people! All corporations care about is taking our money at all costs!” While we can point to some recent examples that might make it challenging to argue against this viewpoint, as to overwhelming, vast majority of companies, that view simply cannot be supported.

It is important for any prospective business purchaser to perform due diligence in researching a potential target business. Some of documents you will need to collect and review in your analysis of whether a particular business would be a good acquisition include following types of documents.

1. Corporate and Organizational

o Certified copy of articles of incorporation and bylaws of company and subsidiaries as currently in effect;

o Partnership agreement and any amendments thereto;

o A copy of most current organization chart available of company;

o A list of states and foreign countries (if any) in which Company is qualified to do business; and

o All names under which company has done business in past five years; this includes registered and unregistered trademarks, fictitious name statements (commonly referred to as “d/b/a filings”).

2. Financing Documents

o All loan agreements, debt instruments, and other financing instruments, and all related material documentation, to which company is a party.

o A list of all mortgages, liens, pledges, security interests, charges, or other encumbrances to which any property (real or personal) of company is subject and all related material documentation;

o Schedule of all short-term and long-term debt (including capitalized leases, guarantees, and other contingent obligations).

3. Financial Statements

o All audited and un-audited financial statements;

o Brief description of contingent liabilities involving Company, such as pending lawsuits and threatened litigation;