Also known as: intangible trade properties · intangible property
Written by attorneys · grounded in primary & secondary sources — see below
Intellectual property consisting of an enterprise's proprietary information, ideas, goodwill, and other nonphysical commercial assets. The law of misappropriation protects the original owner against the unfair taking of such assets to compete with the owner.
Innovate Pharmaceuticals board authorizes issuance of 150,000 shares to Imani Idowu in exchange for her portfolio of drug-formula patents. The patents qualify as intangible trade property that supplies valid consideration under the governing statute. Once the board determines adequacy and the patents transfer, the shares are fully paid and nonassessable.
A financial journalist supplies an employer with pre-publication details of upcoming columns that reveal proprietary trading strategies. The employer treats the column content as intangible trade property whose confidentiality constitutes a property interest. Unauthorized disclosure of the content therefore supports a fraud claim because the employer was deprived of that property right.
Select any source to read its text and confirm it supports the definition.
A film studio licenses an actor's distinctive Dracula portrayal for merchandise without the actor's consent. The portrayal constitutes intangible trade property in the form of the actor's right of publicity. The actor therefore holds a protectible property interest that prevents unauthorized commercial exploitation of the likeness.
Imperial Motors operates an interstate trucking business whose customer database and routing software constitute intangible trade property. A state imposes a tax measured by the corporation's apportioned gross receipts from in-state activity. The tax reaches the value generated by that intangible trade property without violating the commerce clause.
Integrity Partners holds trademark registrations and trade-secret licenses that qualify as intangible trade property. A Florida court asserts jurisdiction over the Delaware partnership solely because the trademarks are registered in Florida. The assertion fails because mere ownership of intangible trade property in the forum does not create sufficient contacts.
Ironwood Capital owns a valuable customer list and software license that constitute intangible trade property located in Minnesota. A plaintiff attempts to attach the list to obtain jurisdiction over an out-of-state defendant. The attachment is invalid because the intangible trade property lacks the minimum contacts required for quasi in rem jurisdiction.
Yes. Modern corporate statutes authorize the board to accept any tangible or intangible property as consideration for newly issued shares. Patents are classic intangible property. Once the board determines that the patents constitute adequate consideration, the shares are validly issued, fully paid, and nonassessable.
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Yes. The statute makes the board's pre-issuance determination of adequacy conclusive on whether shares are validly issued, fully paid, and nonassessable. Courts will not revalue the consideration after the board has acted, even if the intangible trade property later proves less valuable than expected.
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Yes. The statute expressly lists promissory notes and contracts for services to be performed as permissible forms of consideration. Intangible trade property and benefits supplied by such instruments therefore support a valid issuance once the board determines adequacy.
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The law of misappropriation supplies a remedy when a competitor takes the owner's proprietary information, ideas, or goodwill to compete unfairly. This protection extends to nonphysical commercial assets that the owner has developed and that give the owner a competitive advantage.
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…within its borders, regardless of the residence or presence of the owner. That jurisdiction extends alike to tangible and to intangible property. Indebtedness due from a resident to a non-resident—of which bank deposits are an example—is property within the State. Chicago, Rock Island & Pacific Ry. Co. v. Sturm , 174 U. S. 710.…