Rocco E. Cozza • January 21, 2020

The CBD business landscape is vastly changing.  Coined the gold rush of our generation, many people are looking to find a way into the market.  However, a CBD business poses many challenges to the inexperienced and uneducated entrepreneur.  In follow up posts I will get into more detail on some of these areas, but I want to focus on protecting your CBD brand, in particular, trademarking the brand.

In the past, trademark law posed a problem for the CBD business because of the legal definition of marijuana.  However, in late 2018, the legal definition of marijuana changed.  In December of 2018,  hemp and hemp-derived products that contain no more than 0.3% THC on a dry-weight basis were excluded from the legal definition of marijuana.  Following this trend in mid-2019, the United States Patent and Trademark Office (USPTO), issued a trademark application examination guide in line with the revised definition.  The guide provides details for the registration of marks used for goods and services that fall within this new exclusion from the federal definition of marijuana and are otherwise lawful under federal law.

This significant shift has led to cannabis and CDB business owners and counsel crafting new strategies to protect the IP of hemp-derived products and services.  As this industry is growing at a rapid pace, this is a must for any entrepreneur or business owner in the CBD space.  Before we get to the specifics of the new USPTO guidance for registering cannabis-related marks, let’s briefly discuss the regulation of Cannabis under Federal Law

CBD Business:  Cannabis Regulation Under Federal Law

First, many people get confused as to what CBD is compared to cannabis.  Let’s break that down.  The Cannabis Sativa plant is compromised of both Cannabidiol (CBD) and THC (tetrahydrocannabinol). CBD is non-psychoactive; THC is psychoactive. CBD can be extracted from hemp plants or cannabis plants, both of which fall under the scientific definition of Cannabis Sativa.

Prior to December 2018, Federal law did not distinguish CBD from illegal cannabis.  The Controlled Substances Act,  21 U.S.C.S. § 801 et seq. , prohibits manufacturing, distributing, dispensing, or possessing certain controlled substances, including marijuana, which also included all goods that contained CBD or THC derived from Cannabis Sativa.  The definition of marijuana changed with the Agriculture Improvement Act of 2018 to exclude hemp and hemp-derived products that contain no more than 0.3% THC on a dry-weight basis.  This change in effect lifted the federal ban on CBD derived from hemp.  Word of caution, however:  not all CBD-containing or hemp-derived products are necessarily lawful under federal law.

As a CBD business owner, you must also be aware of the Federal Food Drug and Cosmetic Act (FDCA) that regulates the use in foods or dietary supplements.   Further, the Agriculture Improvement Act requires hemp to be produced under license or authorization by a state, territory or tribal government in accordance with a plan approved by the U.S. Department of Agriculture for the commercial production of hemp.

Now that we have some of the basics on Federal laws surrounding the Cannabis and CBD industries, let’s talk trademarks.

The requirement for Federal Trademark Registration – “Lawful Use in Commerce”

Everything has a catch, right?  Even registering a trademark for a CBD related product or service has one.  All trademarks to be registered must be for a product or service “lawfully used in commerce.”  But what exactly does that mean?  We first need to understand the definition of “commerce.

The Lanham Act (also known as the Trademark Act) defines “commerce”  as “all commerce which may lawfully be regulated by Congress” .  Congress happens to be a key word in the definition. Simply put, use in commerce only creates trademark rights when the use is lawful under federal law, which is regulated by Congress.

This has created a problem in the Cannabis industry when it comes to protecting intellectual property.  Despite a Cannabis business selling goods or services lawful under state law, if such goods or services are not lawful under federal law, the “lawful use in commerce” definition cannot be met.  Now there are a variety of strategies that can be employed to protect IP, such as using ancillary goods and services that are lawful under Federal law to register the marks or filing “intent to use” applications, which gives a 36-month window to make use of the mark in commerce.

Steps to take under the new USPTO Guide

First and foremost, if you filed an application before December 20, 2018, you have the option to amend your application to comply with the new examination guide and request a new filing date of December 20, 2018.  You can also just file a new application.  Despite which way you decide to go, there is one very important thing you must understand.  Your identification of goods or services must specify that the CBD or hemp products for which you are seeking protection contain less than 0.3% THC.  This is an ABSOLUTE MUST.

The USPTO will still refuse to register marks for the following:

  • Foods, beverages, dietary supplements, or pet treats containing Hemp-derived CBD because such products have not yet been approved by the FDA.
  • The commercial production of hemp unless it has been licensed or authorized by a state, territory or tribal government in accordance with a plan approved by the U.S. Department of Agriculture, which has not yet issued such regulations.

As the industry is changing, we are beginning to see the stigma lifting and lawmakers understanding the benefits to CBD and Hemp-derived products.  The new guidance from the USPTO gives CBD business owners hope in protecting the fruits of their labor and the brands they are building.  Please understand that this discussion is just the tip of the iceberg.   There are many different strategies that can be used to protect intellectual property even if federal trademark registration is not a possibility.  If you would like to discuss any of these strategies in more detail, just reach out to our firm by clicking here.

Cozza Law Group Business Law Blog

Understanding Shareholder Disputes and How They are Resolved

By Rocco Cozza • June 8, 2026
Shareholders set corporations apart from other types of businesses, and they often help companies achieve considerable levels of success. On the other hand, executives and directors often forget that each shareholder is a part owner. With so many owners, it is easy to see how complex shareholder disputes can become. The first step is to understand why and how these shareholder disputes arise. The second step is to resolve the dispute, potentially with guidance from an experienced business litigation attorney in Pennsylvania . Shareholder Disputes Arise Because of Shareholder Rights To understand shareholder disputes, you first have to understand shareholder rights. Common shareholders have voting privileges, which means they can control the trajectory of the company. Although some shareholders never bother to vote, others take these rights very seriously. The more shares you have, the more power you have to control major decisions. Shareholders also have the right to profit from the success of a company. Because of this, they have a financial incentive to oversee the company’s trajectory. If the company leadership starts to make mistakes or intentionally act against the interests of the shareholders, disputes naturally arise. Finally, shareholders rely on the accuracy of records and corporate books to make their investment decisions. For example, they might choose to sell or hold their stocks depending on the published earnings of a company. If these records are inaccurate or intentionally altered, the shareholders may make poor investment choices as a result. Now that you understand shareholder rights, it is easy to see how shareholder disputes might arise. Shareholders might sue if they feel that the company is making major decisions without bothering to hold votes. They might also sue if they feel that the leadership is acting against their best interests. Another type of lawsuit might involve shareholders suing a company for inflating their earnings and releasing inaccurate data. Shareholder Disputes Often Begin With Alternative Dispute Resolution Most lawsuits, including shareholder disputes, go through a process of alternative dispute resolution (ADR) before parties actually proceed to the courtroom. ADR may involve mediation or arbitration, and it takes the form of private negotiations. The shareholders may select legal counsel to negotiate on their behalf, as it would be impractical for thousands of individuals to sit at the negotiation table. In other situations, an individual shareholder might file a lawsuit on their own. In this situation, that individual might be present at the negotiation table alongside their legal counsel. ADR often serves everyone’s best interests, helping to resolve disputes without resorting to expensive and time-consuming litigation. Public trials are not good for business, and shareholders might be just as willing to resolve these issues in private as the executive suite. Arbitration clauses are often “built in” to the corporate bylaws or charter. In other words, parties may have no choice but to attempt mediation/arbitration before proceeding to a trial. That said, parties are under no obligation to successfully complete the arbitration process. One party could refuse to negotiate, and a trial would subsequently become inevitable. What are Some Common Types of Shareholder Disputes? Shareholder disputes may take various forms. All of these lawsuits fall into four main categories, however. An individual shareholder might file a direct lawsuit against the company. Another type of lawsuit might be a “derivative suit,” which involves the shareholders suing on behalf of the corporation. This type of lawsuit often targets a specific bad actor within the company, such as a self-dealing CEO. Class actions are also relatively common. In this type of lawsuit, numerous shareholders join forces to file a single lawsuit against the corporation, often under federal securities law. Finally, a dispute might take the form of an “appraisal proceeding,” which focuses on whether the company has received a fair valuation before a merger. How Does Pennsylvania Law Affect Shareholder Disputes? Pennsylvania law is quite deferential to the board of directors, granting it considerable control and authority. A common source of conflict in a corporation is the contrast between the “democracy” of the shareholders and the authority of the board of directors. Pennsylvania tilts the scales in favor of the board. First, Pennsylvania requires a shareholder to make a written demand to the board before they can file a derivative lawsuit. The board can then appoint a “Special Litigation Committee” to investigate the shareholders' claims and demands. If the committee determines that a lawsuit would go against the best interests of the company, courts in Pennsylvania may not allow it to continue. It is difficult to circumvent these requirements for derivative lawsuits in the Keystone State because of strict limits on direct lawsuits. Finally, Pennsylvania has no rule that states a board must place its shareholders’ interests above those of other relevant parties. These parties might include employees, customers, suppliers, and even the greater community or environment. This is not the same in other jurisdictions, making the Keystone State a “board-friendly” state that repels takeovers. In fact, it is considered by many to be the most management-friendly state in the country and one of the toughest places for shareholder plaintiffs to sue. While this is good news for boards facing shareholder lawsuits, the Keystone State’s protections are not infinite. Effective legal representation is necessary to take advantage of the jurisdiction’s legal safeguards. On the other hand, plaintiff shareholders can still achieve success in Pennsylvania, but they may need to rely on innovative, experienced business litigation lawyers in the face of strong regulatory barriers. Contact Cozza Law Group PLLC to Learn More About Shareholder Disputes While online research can provide plenty of insights into shareholder disputes, each case is slightly different. Given the varied nature of shareholder disputes, it may help to discuss your specific circumstances with a business litigation attorney in Pennsylvania . Cozza Law Group PLLC serves enterprises of all sizes, offering a fractional counsel model that provides legal guidance that fits your company’s unique needs. Continue this dialogue by contacting us at 412-453-8673 or visiting us online .

What to Do When a Business Partner Breaches a Contract

By Rocco Cozza • May 10, 2026
Business owners in Pennsylvania depend on clear contracts to formalize relationships and enforce obligations. When a business partner breaches a contract, the next steps may seem unclear. Perhaps you assumed that with a clear contract in place, your partner would never dare violate it. So what happens now? What kinds of penalties might your business partner face? Will you both have to go to court? How can you limit the cost of this contractual dispute and maintain your profit margins? These are all questions worth raising during a consultation with a contract lawyer in Pittsburgh . Review Your Contract to Determine the Next Steps The fact that you already have a contract in place is encouraging. This means that at the very least, your business partner will face certain consequences for breaching the contract. That said, the nature of these consequences depends entirely on your unique contract, and some are less effective than others in holding parties accountable for breaches. Perhaps the most obvious step is to confirm whether your contract has an arbitration or mediation clause. If a clause of this nature exists, you must go through alternative dispute resolution (ADR) before proceeding to a trial. If you are not familiar with the ADR process, you should know that resolving a dispute in private is generally preferable to litigation (trials). From a business perspective, private negotiations cost less. They are also faster, allowing everyone to focus fully on running their respective businesses sooner rather than later. Finally, the confidential nature of these discussions may help protect trade secrets, intellectual property, and other details that could be embarrassing or harmful for businesses. Many people feel that ADR is less stressful than trials. You should also check your existing contract for clauses that outline penalties for breaches. These penalties are often financial in nature, and they can dissuade business partners from violating their contracts. Sometimes, simply reminding business partners of these financial penalties is enough to encourage them to adhere to their contractual obligations. You can discuss potential penalties and outcomes with your business partner without involving a lawyer. This is often referred to as “informal resolution,” and it occurs before the ADR process begins. That being said, you may want to inform your lawyer of any plans you might have for resolving the dispute. If you are not careful, you could violate laws and regulations while negotiating in an informal manner. For example, you could inadvertently violate laws against extortion as you attempt to pressure your business partner into fulfilling the contractual obligation. Pennsylvania also has specific debt collection laws that prevent you from contacting debtors in certain ways or at certain times. Evidence Is Important During a Contract Breach Although you may not need to go to court to resolve the contract breach, it makes sense to begin collecting evidence as soon as possible. You should also be aware that your business partner is probably collecting evidence of their own at the same time. Be extremely careful about how you communicate with your business partner during this time, especially in emails, letters, and text messages. All of these written communications could become relevant in a later trial. Assume that your business partner is taking screenshots of your texts, saving your emails, and making copies of everything. If you’re concerned about saying something that could be problematic during a later trial, consider allowing your business litigation attorney to communicate on your behalf. The type of evidence necessary for a breach of contract lawsuit depends on the type of breach involved. If the breach involves a business partner, you may be facing issues like misappropriated funds, confidentiality breaches, leadership disputes, and failures to contribute equally to the business. In the event of misappropriated funds, financial records may be particularly important. If possible, make copies of bank statements and all other relevant financial documents as soon as you notice the misappropriation. If your business partner refuses to provide certain financial documents to you, rest assured that your lawyer can help you gain access through a pre-trial process called “discovery.” The court can compel your business partner to hand over the documents if they refuse to comply. If you are dealing with a confidentiality breach, you can also gain access to key communications through the discovery process. For example, your business partner might have shared trade secrets or intellectual property with an unauthorized third party through email. You can compel your business partner to hand over these emails, giving you the evidence you need to prove the breach. Perhaps your business partner started making important decisions about the business without your input. Maybe you feel sidelined, and you believe that your business partner is trying to take over the business while forcing you out. In this situation, you need to find evidence that your business partner started making key decisions without your input. If a majority vote was necessary, find evidence that this voting process never occurred. If you believe that your business partner is not doing their fair share of work, you should compile evidence that shows you are doing most or all of the “heavy lifting” when it comes to daily operations. Perhaps you believe that your business partner is profiting from your hard work while doing almost nothing to help the business grow. If your contract states that all partners should make a good-faith effort to contribute, this could constitute a legitimate contract breach. Can a Business Contract Lawyer in Pittsburgh Help Me? A business contract lawyer in Pittsburgh may be able to help if your partner recently breached your contract. While online research may help you understand what happens next, each contract is unique. Because of the varying nature of these contracts, it makes sense to discuss your specific circumstances with a legal professional. Cozza Law Group PLLC has consistently earned mentions in lists like “Pennsylvania Super Lawyers” and “Law Firm 500.” Our attorneys have experience in many different industries, and we have helped companies handle numerous contractual disputes. Contact Cozza Law Group PLLC at 412-453-8673 today to get started. You can also find us online .