Martin D. Eisenstein, CPA & Attorney at Law · Intelligent Business Management Corp
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Family Office · Advisory

Owner-IP Monetization & Structuring

A physician's clinical protocol, algorithm, device concept or reputation. A creative's catalogue, characters, formats or likeness. Intellectual property that an owner-operator personally created usually sits inside the operating business for free, and gets priced at zero when the business is sold. This advisory engagement is about moving it where it can be licensed, sold or carried past a transaction, and about the tax, entity and exit consequences of doing so.

Three professions touch this and none of them own it

IP counsel drafts the license but does not model the tax. The CPA reports the royalty but did not design the structure. The deal attorney sells the company and never asks what the founder personally owns. Intelligent Business Management Corp sits in the middle of those three and coordinates the work so the structure, the agreements and the tax reporting are one design.

What the engagement covers

  • Inventory and ownership. What was actually created, by whom, under what employment or partnership terms, and whether the operating business or the founder owns it today.
  • The holding vehicle. An IP holding company, and who owns it: the founder, a trust for the family, or both.
  • The license. A master license back to the operating business, and the royalty rate that a valuation will support.
  • Personal goodwill versus enterprise goodwill. Which value belongs to the person and which to the company, and how each is taxed when sold.
  • The carve-out at sale. How the IP stays out of the buyer's price, or is sold separately on its own terms.
  • Commercialization. For methods and technology that other practices or businesses would pay to use, a licensing plan with agreements, schedules and economics.

Who this is for

Physicians and practice owners with a proprietary method, a product line or a technology relationship built alongside the practice. Creatives and performers with a body of work, a format or a name that earns on its own. Founders whose company's most valuable asset is something they personally made.

A first talk is free, and it is short.

Bring what you have, even if it is a rough number and a rough timeline. Martin will tell you plainly what can be done now and what has to wait. No pressure to sign anything.

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