A law firm built for eCommerce and online business owners

Fortune 500 legal thinking, scaled for eCommerce

Rafelson Law PLLC is an internationally recognized law firm for eCommerce and online business owners. Our focus is buying and selling online businesses, from valuation and the letter of intent through due diligence and closing. We also handle intellectual property, regulatory compliance and Prop 65 notices, and we assist with complex Amazon account suspensions and Section 3 deactivations.

Practice areas

Each page below covers what the documents say, what the process looks like and what to do first.

eCom.M&A

Selling a business

Broker agreements, letters of intent and the purchase agreement terms that decide what you keep after closing.

M&A Hub (Exits & Brand Acquisitions)

Overview of buying or selling an online business, with both sides of a deal explained.

Buying a business

Diligence on financials, account health, brand ownership and the purchase agreement.

Amazon account suspension

Suspension notices, appeals, Plans of Action and the records to gather before you respond.

ASIN suspension and listing removals

When Amazon blocks or removes a single listing: the notice, the records for that ASIN and a targeted appeal or Plan of Action.

Amazon IP claims

Trademark, copyright and APEX complaints against listings, and what to do when Amazon removes a listing for one.

Amazon Section 3 deactivation

Termination under Amazon’s Business Solutions Agreement, held funds and what dispute resolution means.

Intellectual property

Trademarks and Brand Registry, copyright and DMCA notices, Amazon APEX, patent disputes, enforcement and IP counseling.

Patent and Amazon APEX

How Amazon’s patent evaluation works for the patent owner and the accused seller, and when a patent dispute belongs in court.

Reporting infringement through Brand Registry

Reports about design patents, copyrights and trademarks outside APEX and what to gather first.

What a pending trademark gets you in Brand Registry

What a seller gets in Brand Registry with a pending trademark application, and how fast enrollment moves once the application has a serial number.

What a pending mark cannot do

The limits of a pending trademark application in Brand Registry and in court.

Trademark vs. copyright in court

What can still be done in court with an unregistered trademark, a registered trademark and a copyright.

Compliance with laws

FTC, FDA, EPA and other rules for online businesses: labels, claims, registrations and Amazon compliance requests.

Prop 65 for online businesses

Warnings, 60-day notices, the fewer-than-10-employees rule and Amazon indemnification.

Weaponized Compliance

Reporting a competitor’s documented regulatory violations to Amazon, and a compliance check-up of your own products.

LLC and company formation

Forming an LLC or corporation for an eCommerce business, and the post-formation setup that follows.

Operating agreements

Drafting, amending and restating operating agreements, including multi-member and investor agreements.

Entity structure and S-corp strategy

LLC or corporation, tax-election questions and how ownership is structured.

Holding companies and ownership structure

Holding-company and ownership planning for brands, IP and operating companies.

Ongoing business counsel

General business-law support for an eCommerce company as questions come up.

Contracts for online businesses

NDAs, employment, non-competes, distribution, consulting, website terms, licensing and influencer contracts, in one overview.

NDAs and confidentiality

Mutual and one-way NDAs, NDAs paired with a letter of intent and review of a counterparty’s form.

Employment agreements and non-competes

Employment agreements for eCommerce teams, and restrictive covenants.

Influencer legal protection

How creators protect their name, image and likeness, then monetize their reach through IP.

Protecting your name, image and likeness

Right of publicity, false endorsement and impersonation: what a creator can do when a likeness is used without consent.

Trademarking your name and brand

Protecting a creator’s name, handle and brand as a trademark, and the surname and secondary-meaning issues.

Copyright in your content

Who owns a creator’s photos, videos and posts, plus how licensing them works.

Brand deals and talent agreements

Key terms in brand-deal, endorsement and talent agreements, plus FTC disclosure duties.

Monetizing your reach through IP

Licensing a creator’s name, likeness, brand and content for merchandise and brand collaborations without losing control.

Advocacy and dispute resolution

When a dispute has to be fought: litigation, demand letters and contract disputes.

Litigation

Representing online businesses, brands and owners in court: when to sue, how to respond to a lawsuit and emergency relief.

Demand letters and cease-and-desist

Sending and responding to demand letters and cease-and-desist letters, and the options after a response.

Contract and business sale disputes

Breach of contract, post-sale and earnout disputes, indemnity claims and escrow releases.

Buying or selling an online business

We represent online business owners and buyers in exits and acquisitions. Paul S. Rafelson, the Founder, and Katherine (Katie) Dariano, a Senior Counsel, handle the firm’s deals.

For sellers

Have a lawyer read the broker agreement and letter of intent before you sign, because those documents can bind you early. We offer valuation advisory as part of sell-side work.

For buyers

We review the purchase agreement and the diligence record: financial statements tied to platform reports, account health, supplier contracts and brand and IP ownership.

Selling a business Buying a business

Our attorneys

Paul S. Rafelson

Founder

Paul founded the firm and originates its M&A work. He also handles Amazon account matters, Prop 65 notices and compliance work. He is admitted in Florida (2005) and New Jersey (2006). He holds a J.D. and M.B.A. from Villanova, a B.B.A. in Accounting from UMass Amherst, and an LL.M. in Taxation from NYU.

Paul’s full biography

Katherine (Katie) Dariano

Senior Counsel

Katie’s practice focuses on mergers and acquisitions, business transactions, complex commercial contracts and dispute resolution. She leads the firm’s M&A practice and is admitted in New York (2021).

Katie’s full biography

Online Merchants Guild, the Supreme Court and Congress

Paul founded the Online Merchants Guild in 2018, a volunteer-led trade association run by and for Amazon sellers. It is the world’s first seller-run Amazon seller trade association.

Paul wrote the Online Merchants Guild’s amicus brief in South Dakota v. Wayfair at the U.S. Supreme Court (No. 17-494, 2018) as counsel of record. He submitted written testimony to the House Small Business Committee for its March 3, 2020 hearing on the Wayfair decision, and the Guild’s written statements to the House Judiciary Committee’s antitrust investigation of Amazon (2020) and its 2021 antitrust markup.

In the House Judiciary Antitrust Subcommittee’s October 2020 staff report (reprinted as Committee Print 117-8, 2022), the Guild was cited 13 times, more than any other outside group, on Amazon’s treatment of third-party sellers.

In the news

Press coverage and commentary, linked to the original articles.

EU launches antitrust investigation into Amazon

Video CNN International, Quest Means Business · July 17, 2019. The video loads from YouTube when you press play. Open on YouTube

Op-ed by PaulWhy Amazon Prime should be free to everyoneCNN Opinion · May 30, 2018
QuotedWhy Amazon is the winner of the Supreme Court sales tax rulingCNBC · June 21, 2018
QuotedAmazon Sellers Brood as States Come Calling for TaxesThe New York Times · Nov. 15, 2017
VideoAmazon Empire: The Rise and Reign of Jeff BezosPBS Frontline (on-camera interview) · Feb. 18, 2020Paul appears on camera as Executive Director of the Online Merchants Guild, which he founded.
QuotedAmazon Sellers Slam CEO Jeff Bezos Following Antitrust TestimonyBusiness Insider · July 30, 2020
QuotedWho's responsible for Amazon sellers' sales taxes?CBS News MoneyWatch · Oct. 31, 2017
QuotedAmazon pulled into another sales-tax fight as states go after third-party sellers on its marketplaceThe Seattle Times · Nov. 3, 2017
QuotedIn a bid to offer the best prices, sellers say Amazon is getting overzealous (Amazon Briefing)Modern Retail · Jan. 26, 2023
Op-ed by PaulOpinion: Lawmakers should not be swayed by Amazon’s investment in IowaDes Moines Register · Jan. 17, 2022
QuotedWhat's at stake in the e-commerce sales tax debateRetail Dive · April 16, 2018

International coverage

Coverage of the Online Merchants Guild’s founding in 2018 ran outside the United States, including in Germany, Peru, China and the UK. Headlines in other languages are shown in English, with the original below.

InternationalMore influence for Amazon sellers: they are founding an associationWortfilter (Germany, in German) · March 22, 2018Original headline: Mehr Einfluss für Amazon Händler: Sie gründen einen Verband
InternationalAmazon sellers seek more influence with new guildGestión (Peru, in Spanish) · March 20, 2018Original headline: Vendedores de Amazon buscan más influencia con nuevo gremio
InternationalAmazon sellers form their own association to speak up and want to negotiate terms with the platformCifnews (China, in Chinese) · March 22, 2018Original headline: 亚马逊卖家自发建立协会发声，还想和平台协商条款
InternationalAmazon sellers launch the Online Merchants GuildTamebay (UK, now ChannelX) · March 19, 2018

Podcasts and video interviews

VideoThe Truth About Selling Your E-Commerce BusinessBlueTuskr (The E-Comm Show EP.235) · June 16, 2026
VideoLegal Due Diligence Mistakes To Avoid When Acquiring An E-commerce BusinessJaryd Krause, Buying Online Businesses · April 2, 2025
VideoLegal TRAPS for Amazon Sellers (Avoid These!)Christopher Grant, Clear the Shelf Podcast · February 6, 2025
VideoSurviving the Amazon Purge: How to Thrive Amidst the ChaosEcomm Breakthrough · November 5, 2024
VideoThe IRS Will Get Their Pound of Flesh – Part 1Tax Alpha Solutions · January 11, 2023
VideoOnline Sales Tax: Tips for Ecommerce BusinessesFiring The Man Podcast · December 26, 2022
VideoThe Amazon Aggregator Bubble, Buy With Prime Threat to Shopify & MoreIncrementum Digital · June 14, 2022
PodcastImportant Legal Ins and Outs of Operating & Exiting An Online Business with Paul RafelsonMake Each Click Count · Nov. 4, 2022
PodcastPractical Legal Hygiene for an Amazon Seller with Attorney Paul RafelsonFiring The Man Podcast · December 5, 2022

More press and media

Links lead to the original publishers. Some outlets require a subscription.

How we work

Assess

We read what you have received or signed and map the options.

Plan

We set out a plan for the platform, the issue and the documents involved.

Act

We prepare the appeal, the negotiation or the filing and keep you informed.

Follow through

We stay available after the matter resolves as your business changes.

Insights

Negotiating the Broker Agreement Buying and Selling an eCommerce Business: A Comprehensive Guide A Wyoming or Delaware LLC does not make you tax free 510(k) substantial equivalence for online businesses

Frequently asked questions

What does Rafelson Law help with?

Rafelson Law PLLC helps eCommerce and online business owners with account suspensions and Section 3 deactivations, intellectual property, compliance with FTC, FDA, EPA and other laws, Weaponized Compliance, Prop 65 notices and buying or selling an online business. Each practice area has its own page that covers the documents and the process in detail before you contact us.

Can a lawyer guarantee that my Amazon account is reinstated?

No. No lawyer can guarantee reinstatement or the release of held funds, and past results do not guarantee similar outcomes. A lawyer can help you understand the notice, organize records and prepare an appeal or Plan of Action. Contact us with the notice and what you have already submitted.

Where is Rafelson Law located and where are its attorneys admitted?

Rafelson Law PLLC is located at 2255 Glades Rd, Suite 319A, Boca Raton, Florida 33431. Paul S. Rafelson is admitted in Florida (2005) and New Jersey (2006). Katherine Dariano is admitted in New York (2021). For matters elsewhere, we work with local counsel or seek admission as the law requires.