BizzBangBuzz by deal attorney & business lawyer, Anthony Cerminaro: August 2005

8/31/2005

Formulating a Strategy to Capitalize on Nanotechnology

"Whether your company is like traditional manufacturer Air Products and Chemicals or 20-year old Nanofilm Ltd., the first step in formulating a strategy for capitalizing on nanotechnology is understanding parameters...

The keys to successful nano projects are alliances and partnerships in the spirit of open innovation...

"What's confusing," she [Martha Collins, technology director, Air Products] says, "is that the nano knowledge explosion is a growing disruptive force through all kinds of diverse scientific disciplines. Thus while nano implications are running rampant through all the domains of science, corporate product developers are simply overwhelmed. They're confronting an epochal technology challenge their R&D strategies were never designed or equipped to handle.

The solution? First, science has the conceptual challenge of organizing and compartmentalizing nano knowledge. Second, yesterday's R&D strategies need revisions if they are to handle the reality of the nano knowledge explosion.

The rewards, says Collins, will be the emergence of products and processes that exploit the nano dimension in ways unthought of today.

Every sector of the economy will be affected..."

Read more in this IndustryWeek article.

Open Source Startups Cautioned on Enterprise Application Market

"A series of social and technological forces are converging to permanently change the way software is developed, delivered and managed. These changes are tearing down the barriers that existed between the commercial software industry and end users and fostering an era of participation, while empowering these businesses through greater access to information."

Jeff Nolan comments on the foregoing statement quoted from an article on Sandhill.com:

"I think it's fair to say that the reason you don't see a lot of open source enterprise application companies getting funded is that the bigger problem with enterpise software is not the manufacturing but the sales and distribution, and open source does nothing to fix this. Large enterprise IT just won't adopt open source application products, broadly, if a supporting organization is not behind it...

There is gold in them hills but the simple fact of the matter is that open source and subscription licensing, two completely separate trends that often get lumped together, are not silver bullets for emerging companies. Furthermore, each of these trends imposes risks on buyers that are emerging as the market evolves, and in the case of open source there is no turning back. Proceed with caution would be my advice to startups considering either option for building an enterprise software company on, and don't lose sight of the fundamentals of building and delivering great software to customers."

A Primer on Emotional Intelligence

This article by Patricia Wheeler, Ph.D. provides an excellent summary of the construct of emotional intelligence. While focused on CFOs, the lessons are applicable to any executive or leader and to us just plain folks.

What is emotional intelligence? Ms. Wheeler describes it "a small constellation of key competencies which make the difference between highly performing, creative CFO’s and solid, but average performers...

The core skills as defined here that make up Emotional Intelligence are:

* Conscious self-knowledge - the ability to recognize thoughts and emotions, strengths and weaknesses as they occur.
* Maintaining appropriate control – the ability to deal with situations without over- or under-reacting.
* Maintaining motivation – the ability to keep a healthy and realistic perspective.
* Recognizing others’ interests – the ability to recognize the needs and perspectives of others.
* Communicating with flexibility – the ability to vary your influence style based on the needs of your audience.

These skills, which may seem “soft” on the surface, actually translate into improved performance and a better bottom line. While we tend to think of such skills as intangible qualities that one is either born with or not, our experience demonstrates that executives can develop greater competency in these skills if they know what to look for..."

Nominate a Small Business Hero

From this PRA Post post:

"Recognize that outstanding entrepreneur or the person who tirelessly gives to small businesses by nominating him or her for the U.S. Small Business Administration Small Business Awards. The SBA Pittsburgh District Office, in conjunction with the Western Pennsylvania Small Business Network, will honor the winners at a luncheon on Wednesday, May 17, 2006 at the Westin Convention Center Pittsburgh. This annual event attracts in excess of 500 attendees. The link www.sba.gov/nominationsguideline.html will take you directly to all the information you need to complete a nomination."

Small Business Hiring Tips

From this post from The Entrepreneurial Mind comes the following tips for hiring in a competitive labor market:

"1. Keep Staffing Forecasts Current...
2. Base Staffing Plans on Milestones, not on Time. Never tie your staffing plans to the calendar...
3. Measure Your Employment Triggers...
4. Never Just Hire Warm Bodies. Hiring someone just for the sake of hiring rarely works...
5. Keep Current on Wages and Salaries...
6. Don't Forget to "Close the Back Door". The single best staffing tool you have is retaining the good employees you have right now..."

An Executive Summary of "The Art of the Start"

"In The Art of the Start, Guy Kawasaki writes that his goal is to help you use your knowledge, love and determination to create something great without getting bogged down in theory and unnecessary details. At Apple in the 1980s, Kawasaki turned ordinary consumers into evangelists. As founder and CEO of Garage Technology Ventures, he has field-tested his ideas with dozens of newly hatched companies. In The Art of the Start, Kawasaki takes you through every phase of creating a business, from the very basics of raising money and designing a business model through the many stages that will eventually lead your company to doing the right thing and giving back to society. "

In this Soundview Executive Book Summary from BNET.com of the book, you’ll learn:

"✓ What the entrepreneur’s key tasks are. Every startup must make meaning, make mantra, get going, define its business model and weave a MAT of critical Milestones, Assumptions and Tasks.

✓ How a new company can articulate what it is all about. Pitching, positioning and writing a business plan are the ways in which a startup defines itself and communicates its message to others.

✓ How you can “activate” your business. Bootstrapping (operating on little cash), recruiting and raising capital will all give you the human and financial resources you need.

✓ How you can “proliferate” your business. Creating win-win partnerships, building a brand and “rainmaking” (generating large amounts of business) all expand your startup beyond its original horizons.

✓ What the entrepreneur’s obligation is to repay society. In exchange for the right to exist and do business, each of us is required to give back to society and to be a mensch — a generous, honest, socially responsible, fully moral person."

SoYouWanna resign from your job?

"Those who resign from their jobs usually fall into one of two categories.

-You're changing your career path. You want to change your job completely (say, from a paralegal to a stand-up comic).
-You're escaping an unhappy environment...

All you need now are the tools to bow out as efficiently as possible...

Make sure you have a new job...
Give your oral and written resignation...
Inquire about health insurance, unused vacation days and 401-k...
Deal with your coworkers...Be Positve...Be humble...
Take care of unfinished business...wrap up any assignments that you presently have... train your replacement.
Go through the exit interview..."

Read more in this SoYouWanna post.

The ABCs of Supply Chain Management

"Supply chain management is the combination of art and science that goes into improving the way your company finds the raw components it needs to make a product or service, manufactures that product or service and delivers it to customers. The following are five basic components for supply chain management.

1. Plan-This is the strategic portion of supply chain management. You need a strategy for managing all the resources that go toward meeting customer demand for your product or service. A big piece of planning is developing a set of metrics to monitor the supply chain so that it is efficient, costs less and delivers high quality and value to customers.

2. Source-Choose the suppliers that will deliver the goods and services you need to create your product or service. Develop a set of pricing, delivery and payment processes with suppliers and create metrics for monitoring and improving the relationships. And put together processes for managing the inventory of goods and services you receive from suppliers, including receiving shipments, verifying them, transferring them to your manufacturing facilities and authorizing supplier payments.

3. Make-This is the manufacturing step. Schedule the activities necessary for production, testing, packaging and preparation for delivery. As the most metric-intensive portion of the supply chain, measure quality levels, production output and worker productivity.

4. Deliver-This is the part that many insiders refer to as 'logistics.' Coordinate the receipt of orders from customers, develop a network of warehouses, pick carriers to get products to customers and set up an invoicing system to receive payments.

5. Return-The problem part of the supply chain. Create a network for receiving defective and excess products back from customers and supporting customers who have problems with defective products..."

Read more at the Supply Chain Management Research Center - CIO.

Business Plan Outline

"As an entrepreneur, you must prepare a business plan to: evaluate the feasibility of your enterprise, develop a document to help you acquire needed resources and start you toward the sound planning that will be part of your management style. The time and effort that you invest in developing a complete and detailed plan will be regained many times over in future business success."

This MBA Toolbox pagecontains a useful outline of such a business plan.

Pitching to a VC [Updated]

Jason Ball points to and updates a post from Brad Feld containing a great list of questions you should be prepared to answer or be sure to cover in your VC presentation:

1) WHAT IS YOUR VISION?
2) WHAT IS YOUR MARKET OPPORTUNITY AND HOW BIG IS IT?
3) DESCRIBE YOUR PRODUCT/SERVICE
4) WHO IS YOUR CUSTOMER?
5) WHAT IS YOUR VALUE PROPOSITION?
6) HOW ARE YOU SELLING?
7) HOW DO YOU ACQUIRE CUSTOMERS?
8) WHO IS YOUR MANAGEMENT TEAM?
9) WHAT IS YOUR REVENUE MODEL?
10) WHAT STAGE OF DEVELOPMENT ARE YOU AT?
11) WHAT ARE YOUR PLANS FOR FUND RAISING?
12) WHO IS YOUR COMPETITION?
13) WHAT PARTNERSHIPS DO YOU HAVE?
14) HOW DO YOU FIT WITH THE PROSPECTIVE INVESTOR?
15) OTHER
- What assumptions are key to the success of the business?
- What "gotchas" could change the business overnight? New technologies, new market entrants, change in standards or regulations?
- What are your company’s weak links?

Free Management Library

I have added a link to this site in my sidebar under Running Your Business:

Free Management Library for For-Profit and Nonprofit Organizations, a highly integrated library of resources on a myriad of topics at http://www.managementhelp.org

Basic Guide to Small Business Financial Management

"New business leaders and managers have to develop at least basic skills in financial management. Expecting others in the organization to manage finances is clearly asking for trouble. Basic skills in financial management start in the critical areas of cash management and bookkeeping, which should be done according to certain financial controls to ensure integrity in the bookkeeping process.

New leaders and managers should soon go on to learn how to generate financial statements (from bookkeeping journals) and analyze those statements to really understand the financial condition of the business. Financial analysis shows the 'reality' of the situation of a business -- seen as such, financial management is one of the most important practices in management."

This managementhelp.org website will help you understand basic practices in financial management, and build the basic systems and practices needed in a healthy business.

Blog Subscribers

Following the lead of several compatriots who have tired of on-again, off-again problems, I have just moved this blog's e-mail subscription service from Bloglet to FeedBlitz. If you subscribed before, you will now get your email updates from FeedBlitz.

Compliance Policies Key to Corporate Crime Prevention

"When a law enforcement officer looks at a company, one of the first questions he or she asks him or herself will be: "Are these people good guys or bad guys?" Much is at stake for the officer. Initial information about the company's activities helps the officer decide not only how to begin the inquiry but, more importantly, how best to protect the safety of the officer and his or her fellow officers when dealing with the company...

At the initial stage of an investigation the single best indicator of whether a company is law abiding is whether the company has an effective compliance program. 'According to available information, only 2 of the 865 corporations sentenced for federal crimes during the last eight years had effective compliance programs. Of the 143 organizations sentenced under Chapter 8 in 2002, not one maintained any type of compliance program whatsoever.' These sentencing statistics must be understood properly. It does not follow from these statistics that a company can avoid possible criminal liability by merely officially adopting a compliance program. What does follow is that there is a strong correlation between crimes committed by corporations and a complete disregard of their compliance responsibilities by the management of those corporations.

In other words, companies whose managers choose not to take their compliance responsibilities seriously are flying blind. They are significantly more likely to commit violations of complex regulatory regimes, such as those governing exports, than companies that maintain reasonably effective compliance programs. They also are much more likely to generate the sort of "smoking gun" memos and email that reveal full well their negligence or their knowing and willing intent to violate laws impeding their short term business plans. An experienced federal investigator knows that when he or she finds a company operating without an effective compliance program, the odds are in favor of discovering evidence of a crime."

From this post on the Corporate Compliance Prof Blog quoting from the introduction by Mark Menefee to the highly recommended article by Tara L. Dunn, "Surviving United States Export Controls Post 9/11: A Model Compliance Program", 33 Denver Journal of International Law and Policy 435 (2005).

Copyright Expiration FlowChart

Check out this neat flowchart for determining when U.S. Copyrights expire from Bromberg & Sunstein LLP.

Term Sheet Series Wraps Up

Brad Feld and Jason Mendelsen completed their excellent series of articles with this post containing links to their discussions of the following provisions in a typical venture capital investment term sheet:

Price
Liquidation Preference
Board of Directors
Protective Provisions
Drag Along
Anti-Dilution
Pay-to-Play
Dividends
Redemption Rights
Conversion
Conditions Precedent to Financing
Vesting
Information Rights
Registration Rights
Right of First Refusal
Voting Rights
Employee Pool
Restriction on Sales
Proprietary Information and Inventions Agreement
Co-Sale Agreement
Founders Activities
Initial Public Offering Shares Purchase
No Shop Agreement
Indemnification
Assignment

The Founders' Pie Calculator

Interesting article by Frank Demmler in which he presents a tabular representation of a "founders' pie calculator."

Demmler suggests that splitting ownership evenly among the founders of a startup is not usually the optimal solution. He suggests that the startup determine the relative importance of the following five factors to the startup and then calculate the relative contribution of each founder to determine the allocation of ownership.

"Idea
The company wouldn’t exist if it weren’t for the original idea, and that is certainly worth something, BUT there’s a lot of truth in the saying, “A successful business is 1% inspiration, and 99% perspiration.”

Business Plan Preparation
The development of an initial business plan is a surprisingly difficult and time-consuming effort. To pull together and organize all the thoughts of the founding team, filling in the blanks, identifying and reconciling the differences, and producing a document that captures the essence of the business and helps persuade banks, investors, board members, and others to support the company is a mammoth undertaking, as anyone who has done it will attest.

Again, the plan is a necessary element of starting the business, BUT execution against the plan is where the real value lies.

Domain Expertise
To what degree do you and your partners have meaningful experience in the business of your business? Knowing the industry, having relevant experience, and having a Rolodex full of accessible contacts can greatly improve the company’s probability of success and speed its growth rate. Otherwise, it will take longer to get commercial traction and you’ll have to pay for these assets, usually by hiring someone and including equity in their compensation package.

Commitment and Risk
You’ve probably heard the old saying that “a chicken is involved with breakfast, but a pig is committed.” Similarly, the founders who join the company full time and are committed to making it a success are much more valuable than founders who are going to sit on the sideline and be cheerleaders. In addition, the opportunity cost for those who join the company instead of pursuing a career is not trivial.

Responsibilities
Who is going to do what? Who is going to go stay up at night when you can’t make tomorrow’s payroll? Where does the “buck stop”?"

Is it Time to Rebuild Your Team?

"You know that you need to rebuild your team if the following things are occurring:

Ineffective meetings...
Lack of clear goals...
Complaints...
Loss of productivity or output...
Employees feel that their work is not recognized...
Lack of innovation or risk taking...
Lack of initiative...
Conflicts between personnel...
Confusion about assignments...
Decisions are made that people do not understand or agree with...
Poor communication...
Lack of trust..."

Read more, including tips for remedying the situation, in this post in Random Thoughts from a CTO

Overcoming the Fear Factor

Some excellent advice for would-be entrepreneurs and anyone contemplating a career change or other major life shift.

"Most startup articles focus on the mechanics of launching a business. But the inner journey to starting a business is just as important as writing a business plan and getting financing...The following 31 strategies...worked for me and can work for you, too:

1. Say yes to your yearning...
2. Start a journal...
3. Write down your goals...
4. Visualize your success...
5. Create and read affirmations...
6. Evaluate your beliefs...
7. Do what you love...
8. Do something different every day...
9. Act "as if."...
10. Go out and scare yourself...
11. Spend time in nature...
12. Accept all your feelings...
13. Finish unfinished business...
14. Get educated...
15. Accept and believe compliments...
16. Acknowledge your gifts...
17. Give up excuses...
18. Eliminate "I can'ts."...
19. Accept confusion....
20. Know there is no "right" time...
21. Start small...
22. Say no when you mean no and yes when you mean yes...
23. Resist self-judgment...
24. Stay out of overwhelm...
25. Expect resistance...
26. Answer your "what ifs."...
27. Practice patience...
28. Overcome the "not good enough" syndrome...
29. Ask for help...
30. Trust your instincts...
31. Treat yourself with tlc..."

Read more in this article from entrepreneur.com.

Addressing IP in a Business Plan

"Most companies that are worthy of raising venture capital have proprietary Intellectual Property (IP). In fact, the quality of the IP and the management team are often the two most important aspects of a venture capitalist’s investment decision. The challenge that many ventures face, however, is that most investors will not sign non-disclosure agreements (NDAs), and NDAs are critical to maintaining the proprietary nature of the IP.
This article [from Growthink] details the appropriate strategy for addressing proprietary IP in your business plan in order to attract investor attention while retaining the confidentiality of your inventions.

Focus on the Benefits of and Applications of the IP...
Focus on Customer Needs and the Relevant Market Size...
Focus on Competition and Competitive Differentiation...
Prove that you can Execute on the Opportunity...

If you are able to convince the prospective investor that the IP is integrated into a product/service which yields real customer benefits in a large market, then the investor will take the quality of the invention for granted when reviewing the plan. Later, during the due diligence process, the investor will review the actual technology. At this point, a discussion regarding signing an NDA would be appropriate."

Swanson's Rules of Management

"Bill Swanson's '25 Unwritten Rules of Management'

1. Learn to say, "I don't know." If used when appropriate, it will be often.
2. It is easier to get into something than it is to get out of it.
3. If you are not criticized, you may not be doing much.
4. Look for what is missing. Many know how to improve what's there, but few can see what isn't there.
5. Viewgraph rule: When something appears on a viewgraph (an overhead transparency), assume the world knows about it, and deal with it accordingly.
6. Work for a boss with whom you are comfortable telling it like it is. Remember that you can't pick your relatives, but you can pick your boss.
7. Constantly review developments to make sure that the actual benefits are what they are supposed to be. Avoid Newton's Law.
8. However menial and trivial your early assignments may appear, give them your best efforts.
9. Persistence or tenacity is the disposition to persevere in spite of difficulties, discouragement, or indifference. Don't be known as a good starter but a poor finisher.
10. In completing a project, don't wait for others; go after them, and make sure it gets done.
11. Confirm your instructions and the commitments of others in writing. Don't assume it will get done!
12. Don't be timid; speak up. Express yourself, and promote your ideas.
13. Practice shows that those who speak the most knowingly and confidently often end up with the assignment to get it done.
14. Strive for brevity and clarity in oral and written reports.
15. Be extremely careful of the accuracy of your statements.
16. Don't overlook the fact that you are working for a boss.
* Keep him or her informed. Avoid surprises!
* Whatever the boss wants takes top priority.
17. Promises, schedules, and estimates are important instruments in a well-ordered business.
* You must make promises. Don't lean on the often-used phrase, "I can't estimate it because it depends upon many uncertain factors."
18. Never direct a complaint to the top. A serious offense is to "cc" a person's boss.
19. When dealing with outsiders, remember that you represent the company. Be careful of your commitments.
20. Cultivate the habit of "boiling matters down" to the simplest terms. An elevator speech is the best way.
21. Don't get excited in engineering emergencies. Keep your feet on the ground.
22. Cultivate the habit of making quick, clean-cut decisions.
23. When making decisions, the pros are much easier to deal with than the cons. Your boss wants to see the cons also.
24. Don't ever lose your sense of humor.
25. Have fun at what you do. It will reflect in your work. No one likes a grump except another grump."

Read more in this CCGMAG article.

How to Win Friends and Influence People

From an interesting summary of Dale Carnegie's 1936 book:

"How to Change People Without Giving Offense or Arousing Resentment

A leader's job often includes changing people's attitudes and behavior. Some suggestions to accomplish this:

1. Begin with praise and honest appreciation.
2. Call attention to people's mistakes indirectly.
3. Talk about your own mistakes before criticizing the other person.
4. Ask questions instead of giving direct orders.
5. Let the other person save face.
6. Praise the slightest improvement and praise every improvement. Be "hearty in your approbation and lavish in your praise."
7. Give the other person a fine reputation to live up to.
8. Use encouragement. Make the fault seem easy to correct.
9. Make the other person happy about doing the thing you suggest."

How to Build a Successful Web Startup

Highlights from an excellent series of posts about building a web design startup in the UK from the BD4D blog:

"If you’re a Briton who wants to launch a web startup (or any kind of small business)...Be bold. Forget about what people say about you and what you should be doing with your life. If you’ve got a good idea, go for it....

Hiring Freelancers

1. If possible, hire someone you already know and trust...
2. The first thing to talk about: Money....
3. The second thing to talk about: Expectations...
4. If you don’t know them, get at least three references...
5. Allow yourself a LOT of time...
6. Find someone local...
7. Have an ‘escape route’...

10 Ways to Promote Yourself for Free

1. Start a Blog...
2. Promote a Cause...
3. Speak at an Event...
4. Attend Events...
5. Create Your Own Gallery...
6. Network...
7. Don’t forget your Signature...
8. Start a Community Web Site...
9. Have a Memorable Business Card...
10. Be Nice

5 Things Not to Do!

1. Don’t be Abrasive...
2. Don’t Let Your Web Site Get Out of Date...
3. Don’t be Idle...
4. Don’t Make it Hard to Be Contacted...
5. Don’t Stalk People..."

5 Simple Steps to Protect a Patentable Idea

"Coming up with new business ideas is exhilarating. But great ideas are only of value to you if you’ve got a fighting chance at keeping them your own. State and federal intellectual property (IP) laws can help you, but only if you help yourself first.

However, as the driving force behind your start-u it’s quite possible that (1) you haven’t the time to be reading up on IP law, and (2) you’re new business initiative doesn’t not yet have the capital to pay an IP lawyer, especially a patent attorney. If that’s the case, here are a few simple steps that can help you begin to secure potentially valuable IP rights.

1. Keep it secret...
2. Write it down...
3. Get it notarized...
4. See if its been publicly disclosed before...
5. Consider filing a “provisional” patent application...

You’re best served hiring an IP attorney early in the process. But, even if you simply don’t have the resources to do so, you can still take important steps toward obtaining important IP rights."

Read more in this Go BIG Network post by Daniel Tedesco.

'62 steelers helmet
Originally uploaded by TigerTigerTiger.

"Do you know why the Steelers are now the only team in the NFL to sport a logo on only one side of the helmet? The Steelers steelmark logo was originally only applied to one side of the helmet (the right side) because the Steelers were uncertain how it would look on their solid gold helmets.

Even when they later switched their helmet color to solid black, they decided to permanently retain the logo on just the one side due to the team's new success and the interest generated by the logo's uniqueness. "

See this post from About.com for more Steelers trivia

Before Filing a Software Patent Infringement Suit

"Richard Raysman and Peter Brown of Brown Raysman Millstein Felder & Steiner of New York present a host of issues to consider before deciding to enforce software or business method patents in the September 10, 2002 issue of the New York Law Journal.

They begin by discussing some investigation techniques to identify potential infringers:

-From the competitor's web site:
-marketing materials;
-white papers;
-product specifications/descriptions; and
-news articles.

-Send an investigator to marketing pitches or conventions.
-Reverse engineering of the software code.
-Patent applications filed with the U.S. Patent and Trademark Office or the Patent Cooperation Treaty.

If this doesn't provide sufficient info - consider filing a notice letter. They offer a caution -- you need to be prepared to file suit, if negotiations break down."

Read more in this post from Philip Brooks.

Building a Team - Trust is Essential

Brand Feld writes (and I agree) that:

"Bernard Moon – a VP at GoingOn (a new company recently launched by AlwaysOn / Tony Perkins and friends) – has written a good post on building a team from an entrepreneur's perspective in a startup. While VCs can blather on – well - almost anything – I think the “really good stuff” comes from entrepreneurs who are living their current experience and are self aware enough to write (or talk about) it. Ironically, I’m chewing down Wayne McVicker’s (co-founder of Neoforma) Starting Something: An Entrepreneur’s Tale of Control, Confrontation & Corporate Culture (I read half of it tonight – it’s a great in the trenches story), so my mind was particularly prepared for Bernard’s post. Buried in both is the age old adage that gets re-learned every day – 'trust is essential.'"

Bloom's Taxonomy

How people learn is a topic of general interest to business leaders, trainers and others. This article from nwlink.com contains an excellent summary, including useful tables of the most widely accepted taxonomy of learning, stating:

"There is more than one type of learning. A committee of colleges, led by Benjamin Bloom, identified three domains of educational activities:

Cognitive: mental skills (Knowledge)
Affective: growth in feelings or emotional areas (Attitude)
Psychomotor: manual or physical skills (Skills)...

This compilation divides the three domains into subdivisions, starting from the simplest behavior to the most complex. The divisions outlined are not absolutes and there are other systems or hierarchies that have been devised in the educational and training world. However, Bloom's taxonomy is easily understood and is probably the most widely applied one in use today."

Pacific Venture Club Adds Buy/Sell Listing Service

"The Pacific Venture Club has added a new section that allows buyers and sellers of entrepreneurial assets to post listings. The free service allows parties interested in buying or selling companies, intellectual property, and other assets to list their business opportunities.

Unlike other business buy/sell resources, the Pacific Venture Club listing service is intended specifically for entrepreneurial opportunities. 'Most buy/sell listing services assume that a company has generated revenues and profits when it is sold. While this may be true in the case of an entrepreneurial venture, a major portion of the value of these companies includes the intangible assets they have created: technology, patents, artistic works, unique products, and so forth. Our listing service will help buyers and sellers of these kinds of resources reach each other more efficiently', said Robert Coleman, President of the Pacific Venture Club."

How to write a business proposal

"If you want to know how to write a business proposal, the person to ask is your customer. A business proposal should answer your customer's questions and persuade them to select you. Business proposal writing should be more about your customer than it is about you. You should write your business proposal to meet your customer's expectations. But first you have to know what they are. Some general advice for how to write business proposals is provided" in this captureplanning.com site.

Key Relationships of a Startup Board

"A successful start-up is a smoothly functioning network of relationships. In defining the effective start-up, the venture board must develop strong working relationships with each of the key stakeholder constituencies that form the enterprise: the CEO, the top executive leadership team, and the other shareholders. They must also develop a positive internal climate in their own relationships. An effective venture balances, respects, and draws upon each of these groups, while also maintaining proper boundaries and appropriate roles for each one."

Read more in VC Experts Buzz of the Week.

Preparing a Short List of VCs

"When a startup company needs to raise money, a rifle shot approach is always better than a shotgun approach. This is true of every raise, but it is particularly true of the second and third rounds, once there is already a VC firm or two in place. Raising money is time consuming and you must focus on a small set of highly likely prospects if you want the fundraising process to go quickly and end successfully.

I always tell the entrepreneurs and managers that we need to put together a "short list" before we start the fundraising process...And the firms on the short list must be pre-qualified by your network to be highly likely to be interested. Getting it right will make a big difference."

Read more in this post from A VC.

OSCE Database Of Defamation Laws

From Information Policy:

"The OSCE Representative on Freedom of the Media has produced a database of defamation and libel laws in Europe, Central Asia and North America, which provides journalists, free expression advocates and lawyers with up to date information on legal developments in 55 countries.

The reference tool can be viewed online: http://www.osce.org/documents/html/pdftohtml/4361_en.pdf.html

It can also be downloaded as a PDF file: http://www.osce.org/documents/rfm/2005/03/4361_en.pdf "

Microsoft Portal for Startups

Fromthis Startup Blog post:

"Microsoft now has a complete portal for startups, assuming they agree to use Microsoft Office all around. Helpful topics include:

Getting off the ground
Building the team
Setting up shop
Managing finances
Attracting business
Buying software for your business"

Build Your Business using only Open Source

"Excellent pointer on Slashdot on how to build your ENTIRE business on Open Source. You can either read it online in different sections in InfoWorld, or download the whole report in PDF format. Go for it!

Here are the sections:

A buyer's guide to open source
Open source provides low-cost, community-supported alternatives to commercial enterprise apps

Open source business intelligence
Low-cost alternatives to costly reporting tools will arrive soon

Open source business process management
Orchestrating SOA is a heady task, but new projects are stepping up to the plate

Open source content management
The hardest part of choosing a CMS solution is narrowing down the choices

Open source CRM
Manage sales and customer relationships without spending a fortune on software

Open source ERP
The features of free ERP packages vary widely, but some gems can be found

Open source enterprise service bus
Middleware options proliferate, but jumping ship from commercial vendors may be premature

Open source identity
Free tools can give developers a head start on advanced security infrastructure

Open source directory
LDAP servers move closer to becoming commodity items

Open source portals
Competition in the open source Java portal space heats up

Open source point of sale
Free commerce terminals lend flexibility to businesses of all sizes

Open source RFID
Free tag and EPC data management software is in its infancy, but looks promising

Open source VoIP/Telephony
Options abound for PBX applications and interactive voice response

Open source licensing offers many choices
Before you use that code, make sure you understand its terms

For links to the foregoing, visit this Rodrigo A. Sepulveda Schulz post.

"How do I raise a small amount money for my startup?"

"I'm involved with a software startup that's ready to raise some money so they can grow more quickly. I don't know anything about venture capital, so I thought I'd ask you. How do we find a relatively small amount of VC money ($250K)? The company in question makes software for investors. Can you give me advice on how to proceed?...

So the real question to ask your team is: do you have a business or do they have a neat piece of software? A business has a marketing and sales organization, existing customers, a measurable market visibility, a long-term development plan, and so on. Most startups - even some that are funded, frankly - aren't full businesses. But if a company does have a strong, competitive product, some measurable cash flow, a few good customers, and some visibility in the marketplace, then it's well positioned to look for some capital to help it grow faster. Investors don't pay for that first step, though: startups have to get their act together first."

Read the rest of the answer in this Ask Dave Taylor! post .

New Opportunities for Software Vendors

Romesh Wadhwani offers an interesting analysis of the state of the software industry, noting:

"There are exciting new developments - in technology and business practices - that will lead to significant new market opportunities in the next few years. Here are ten trends which will lead to those possibilities.

1) Consolidate or Be Consolidated...
2) "New" ERP is a Huge Opportunity...
3)The Sun Sets on "Packaged" Apps...
4) Software Predicts the Future...
5) Services Become "The Dog", Not the "Tail"...
6) Software Providers and SIs Begin to Look Similar...
7) The Coming Grid...
8) The Emergence of a "Star Alliance"...
9) The Return of the "Sugar Daddys"...
10) Reinvent or Relocate...

In conclusion, I'd like to predict the ten biggest software companies of 2010. I see Oracle, SAP and Microsoft on the list. The remainder will be seven of today's software vendors who take advantage of the above opportunities to transform their business models and realize transformations in revenue and profitability."

Read more in this SandHill.com article.

Via this post by Jeff Nolan.

Japanese propaganda booklet from World War II

Under the heading of "interesting stuff":

"Almost in time for Hiroshima Day, we have a 2Bangkok.com - Japanese propaganda booklet from World War II detailing the Imperial Army's plan for dominating the nations of the region..."

Via this J-Walk Blog post.

Lessons in TeamWork from Geese

From Random Thoughts from a CTO:

"Lessons From Geese was transcribed from a speech given by Angeles Arrien at the 1991 Organizational Development Network and was based on the work of Milton Olson. It circulated to Outward Bound staff throughout the United States. It's interesting what we can learn from nature. Here you go...

Fact 1: As each goose flaps its wings, it creates an "uplift" for the birds that follow. By flying in a "V" formation, the whole flock adds 71% greater flying range than if each bird flew alone.
Lesson: People who share a common direction and sense of community can get where they are going quicker and easier because they are traveling on the thrust of each other.

Fact 2: When a goose falls out of formation, it suddenly feels the drag and resistance of flying alone. It quickly moves back into formation to take advantage of the lifting power of the bird immediately in front of it.
Lesson: If we have as much sense as a goose, we stay in formation with those headed where we want to go. We are willing to accept their help and give our help to others.

Fact 3: When the lead bird tires, it rotates back into the formation to take advantage of the lifting power of the bird immediately in front of it.
Lesson: It pays to take turns doing the hard tasks and sharing leadership. As with geese, people are interdependent on each other's skills, capabilities, and unique arrangements of gifts, talents, or resources.

Fact 4: The geese flying in formation honk to encourage those up front to keep up their speed.
Lesson: We need to make sure our honking is encouraging. In groups where there is encouragement, the production is much greater. The power of encouragement (to stand by one's heart or core values and to encourage the heart and core values of others) is the quality of honking we seek.

Fact 5: When a goose gets sick, wounded, or shot down, two geese drop out of formation and follow it down to help and protect it. They stay with it until it dies or is able to fly again. Then, they launch out with another formation or catch up with the flock.
Lesson: If we have as much sense of geese, we will stand by each other in difficult times as well as when we're strong."

Sparking Positive Conflict

"If people smile, nod, and say 'yes' at your company, maybe it's time to start an argument. According to HBS professor Michael Roberto, the lack of good conflict- constructive conflict - within an organization makes it that much harder to accurately evaluate business ideas and make important decisions.

But conflict does not mean browbeating. In his new book, Why Great Leaders Don't Take Yes for an Answer: Managing for Conflict and Consensus (Wharton School Publishing), Roberto describes the toll on organizations when leaders fail to create an atmosphere that invites dissent. He then outlines concrete steps that managers at all levels can take to spark positive conflict and make sure that all views get a fair hearing, and he outlines as well a fair and open process for making more effective decisions.

'Keeping conflict constructive helps to build decision commitment, and therefore facilitates implementation,' says Roberto, who teaches in the School's General Management unit."

Read more in this email inteview from HBS Working Knowledge.

Seven Habits of Highly Effective People

"The Seven Habits Of Highly Effective People became a blueprint for personal development when it was published in 1990. The Seven Habits are said by some to be easy to understand but not as easy to apply. Don't let the challenge daunt you: The 'Seven Habits' are a remarkable set of inspirational and aspirational standards for anyone who seeks to live a full, purposeful and good life, and are applicable today more than ever, as the business world becomes more attuned to humanist concepts....

stephen covey's seven habits of highly effective people®

habit 1 - be proactive...
habit 2 - begin with the end in mind...
habit 3 - put first things first...
habit 4 - think win-win...
habit 5 - seek first to understand and then to be understood...

habit 6 - synergize
Covey says this is the habit of creative co-operation - the principle that the whole is greater than the sum of its parts, which implicitly lays down the challenge to see the good and potential in the other person's contribution.

habit 7 - sharpen the saw
This is the habit of self renewal, says Covey, and it necessarily surrounds all the other habits, enabling and encouraging them to happen and grow. Covey interprets the self into four parts: the spiritual, mental, physical and the social/emotional, which all need feeding and developing."

From this businessballs.com article. For a much more detailed, but yet easily digestable summary, see Seven Habits Discussion Guide from leaderu.com

Why Startups Collapse

"In his terrific new book, Collapse, science writer Jared Diamond examines some of the most famous failed civilizations of prehistory and history, from Easter Islanders and the Anasazi of New Mexico to the Viking settlers of Greenland. I bought the book because I found the subtitle intriguing: How Societies Choose to Fail. I had never considered the possibility that they had a choice in the matter, but it turns out they do.

Diamond concludes that societies collapse when they fall on hard times and make one or more of four fundamental mistakes:

1) They fail to anticipate problems.
2) They don't respond promptly when problems arrive.
3) They exhibit something he calls "bad" rational behavior.
4) They adopt "disastrous values."

I don't know about you, but I think this is a pretty good list for business failure, too.

Read more in businessweekonline article found via Way to Grow: this Mary Sullivan postl.

The Alameda List of 85 Questions

The Alameda Capital 85 Questions: Entrepreneurs' Checklist "is intended as a guide to entrepreneurs to help them refine their strategies and plans in order to attract investors, and ultimately achieve success. We do not expect start-up companies to have all these questions addressed before contacting us, and perhaps not all of them will even be relevant to each and every company. However, the questions below represent many of the important issues that are likely to drive success."

Business Entity Options

This post from A List Apart summarizes well the fundamental considerations involved in determining a structure for operating a business, stating:

"To select the business entity that best suits your need, new entrepreneurs should first consider what is most important to them.

Cost: Cost not only refers to the cost of creating your business entity, but also the cost of maintaining it....Tax Liability: Some business entities will allow you to save money on your income taxes by passing the income directly to the owner... Legal Liability: Some business entities protect their owners from personal liability... Ownership: Different entities have different rules for how many owners it can have...."

The article then compares the advantages and disadvantages of sole proprietorship, general partnership, limited partnership, "C" corporation, "S" Corporation and limited liability company, concluding:

Regardless of the entity you choose, the steps to forming it are essentially the same:

Decide which state you want to form your company in. Some states are more business-friendly than others. You’ll need to either be physically present in the state you choose, or hire a registered agent who is.

Choose a name for your company. You’ll need to pick something that isn’t already taken in the state you have chosen. The attached Excel workbook has links to every state’s Secretary of State website, most of which have online name-search abilities. It’s probably a good idea to also check with the Patent and Trademark Office to make sure that your company name doesn’t infringe on someone else’s trademarked catchphrase.

Follow the instructions for your state to form your company!"

Participating in the J-Walk Blog Link Experiment

I am posting a link to the blog item below to aid in J-Walk Blog Link Experiment or something like that. After a few days, J-Walk will post a list of every blog he found that linked to this item. If this post is not on the list, he'll invite me to send him the link to my entry. He'll post these unfound links, and we'll try to figure out why he didn't find me.

The J-Walk Blog: Attention Bloggers!

ReThinking Equity Compensation for Entrepreneurs

"Equity compensation is a subject that captures the attention of private equity and venture capital investors and company management alike. For many years, the rules and standard techniques used to grant equity compensation were relatively static.

More recently, however, changes in the tax, accounting and securities laws and development of new techniques have led to new approaches. Some of the changes, such as the requirement to expense options, have been well publicized. Other changes are less obvious, and present both opportunities and pitfalls for the unwary."

This article from Goodwin Procter LLP (via Mondaq) summarizes the changing landscape, offering useful suggestions for maximizing the incentive potential and tax benefits of startup equity compensation.

Protect Your Business with "Non-Agreements"

A recent Indiana court decision demonstrates the need for appropriate restrictive covenants and confidentiality obligations in agreements with independent contractors. In the case, a contractor went into business against a client using information the contractor developed while engaged by the client.

The Court held otherwise, concluding that internet information posted on a publicly accessible website is not a trade secret.

"The court further noted Dynamic Scales 'seeks to prevent competition by its former agent more than it seeks to protect a trade secret.' However, Dynamic Scales had not protected itself with a non-competition agreement."

Read more in this report from McDermott Will & Emery via Mondaq.

Unhappiness with Vendors Drives Open Source Adoption

"A common reason why more governments and enterprises around the world are moving to open source software is unhappiness, it was revealed during a panel discussion at the LinuxWorld Conference in San Francisco yesterday."

Read more in this computer business review article.

Should You Buy a Restaurant Franchise?

"When evaluating restaurant franchises, you must focus on the characteristics of the business from a franchisee's perspective to determine whether this industry is the right one for you. There are some wonderful advantages to having a food business, but there are also some challenges you need to be aware of before proceeding in this industry."

Read more in this article from MSNBC.com.

Open Source Vendor Positioning

"As I was thinking about the way companies (mostly software vendors) position towards Open Source, I realized I could try to categorize them. Here is what I came up with:

The truly committed
The mixed-codebase
The pragmatics
The anti-strategist
The headless chickens
The in-denial
The anti-OSS "

Read more in this post from the JBoss Matrix and also this analysis from Sadagopan that points to this post from Rajesh.

Start-Up Resource Center Webinars

From Inc.com comes a series of webinars on startups culled from a decade of interviews with leading entrepreneurs. Topics covered:

Chapter 1: The Idea
Chapter 2: Testing the Idea
Chapter 3: Protecting the Idea
Chapter 4: Finding Good People
Chapter 5: Structuring the Business
Chapter 6: Understanding Cash Flow
Chapter 7: Finding the Money
Chapter 8: The Business Plan
Chapter 9: Starting Out on the Right Foot
Chapter 10: Looking Ahead

Riding the Web-Based Software Wave

"This article [by Paul Graham] explains why much of the next generation of software may be server-based, what that will mean for programmers, and why this new kind of software is a great opportunity for startups. It's derived from a talk at BBN Labs"

Stanford TVP Educators Corner

"If you're looking for an extensive and valuable resource center for entreprenership and managing business than you will really appreciate Stanford Technology Venture Program's Educators Corner.

The Center is basically a free collection of 779 high-technology entrepreneurship teaching resources..."

Read more in this post from Daniel Neamu.

Acceptance of Click-Through Agreement Inferred

Time Is Now for Data Security

"As we pass the midpoint of 2005, identity theft and information security issues are reaching critical mass in politics, law enforcement and the media. When corporate officers and attorneys return from their summer vacations, they will find a high-risk environment for any company that has failed to make data security a top priority....In this environment, any company that has put off addressing data security compliance should move that issue to the top of its list...[and]seek answers to the following compliance questions:

Is Someone in Charge?...
Has the Company Performed a Risk Assessment?...
Does the Company Have a Written Data Security Plan?...
Has the Data Security Plan Been Fully Implemented?..."

Read more in this Morrison & Foerster article.

CA Law Increases Risks for Private Placements

"On September 18, 2004, California Governor Arnold Schwarzenegger signed into law Assembly Bill 2167, a new law implementing changes to various California statutes and aimed at deterring individuals and entities from operating as unlicensed broker-dealers. The new law, effective January 1, 2005, does the following:

Provides an express right of rescission to any investor who purchases a security from a person or entity that is required to be licensed in California as a registered broker-dealer that is not so registered against the unregistered seller.

Provides that the purchaser can also sue the unregistered seller for monetary damages, and may recover treble damages (limited to $10,000 above the purchase price), and may also be awarded attorneys� fees and costs.

Extends the statute of limitation for a purchaser to bring an action to five years after the transaction is completed, or two years from the purchaser�s discovery of the facts, whichever occurs first. "

Read more in Morrison & Foerster article.

Anniversary Releases Continue

In celebration of this blog's anniversary, I will be posting collections of my posts on various topics for your use and enjoyment. I have also added a section on the sidebar for easy access to the categorized posts.

With today's releases the lineup looks like this:

Working with Lawyers and Lawyering

Technology Startups
Internet and eCommerce
Software Development and Licensing
Open Source Software
Inventors and Inventions
University Technology Transfer
Technology Trends
Privacy and Information Security

So, You Want to Be an Entrepreneur?
Entrepreneurship Fundamentals
Entrepreneurship Tips, Tricks and Traps
Business Research, Analysis and Planning
Business Plans
Bootstrapping
Pitching to Investors
Venture Capital Finance
Securities and Private Offerings
Directors and Advisory Boards

Operating a Small Business
Management, Organizations and Productivity
Leadership, Innovation and Creativity
Corporate Governance, SOX and Compliance
Employers, Employees and Benefits
Family Business
Franchises and Franchising

Intellectual Property Basics
Names, Naming and Trademarks

Protecting Intellectual Capital in the Electronic Age

This IndustryWeek article recommends the following steps to protect intellectual property:

Designate an oversight team to handle electronic records management that includes business, legal, and IT staff.
Apply sensible metrics to intellectual property decisions.
Require blanket IP assignments from employees and develop post-employment strategies.
Update electronic use policies periodically and enforce compliance.
Leverage technology to bolster IP protection and increase productivity.
Monitor employee blogs.
Monitor competitors' patent developments.
Make privacy a top priority.
Employ confidentiality agreements when outsourcing.
Monitor trademark usage on the Internet.
Prohibit mobile phones with cameras in sensitive areas.
Require employees to encrypt their home wireless networks.

Nanotechnology Poses Intellectual Property Challenges

"The large influx of investment in nanotechnology research should accelerate the availability of commercial nanotechnology applications. Therefore, it is critical to develop intellectual property strategies that allow for fluid transfer of government-funded science to the private sector for commercialization of nanotechnology.26 As with the emergence of any pioneering technology, nanotechnology creates issues and opportunities in perfecting intellectual property rights.

Laws covering products and technology since the Industrial Revolution may not apply to nanotechnology. Can you patent an atomic or molecular structure? How do you protect an atom or molecule-sized device from being illegally copied? How will patent policies evolve and affect the scope of nanotechnology patents? These and other intellectual property questions require resolution in order to make effective and efficient use of nanotechnology innovation.

Today, nanotechnology intellectual property issues focus primarily on patents, with additional issues relating to trade secrets. Some of the current issues and challenges encountered in nanotechnology intellectual property are briefly described" in this note from JOLT. Topics covered include:

Patent Applicability
Balancing Innovative Freedom and Restrictive Intellectual Property
Academic Publication as Premature Disclosure
Procedures for Technology Transfer
Government IP Rights in Funded Research:
Business IP Rights in Funded Research
U.S. Patent and Trademark Office Challenges
Foreign Patents
Trade Secret Challenges
Intellectual Property Litigation

Setting up a Trusted E-Commerce Site

"The e-commerce business, securing trust in your company is essential to your success. Trust is as important to a potential customer's purchasing decision as the products you offer. And an essential element of building that trust, with both customers and partners, is the assurance that your e-commerce operation meets the demanding security standards required of organizations handling sensitive financial information. "

Read more in this article from marketingprofs found via this Small Business Brief post.

Party On

In celebration of this blog's anniversary, I will be posting collections of my posts on various topics for your use and enjoyment.

Today's releases include:

Bootstrapping

Working with Lawyers and Lawyering

Venture Capital Finance

Directors and Advisory Boards

Leadership, Innovation and Creativity

Technology Trends

Business Research, Analysis and Planning

Family Business

Previous Releases:

Open Source Software

Franchises and Franchising

Pitching to Investors

Privacy and Information Security

Corporate Governance, SOX and Compliance

Venture Capital Finance Posts

Venture Capital Basics

Venture Capital Financing Issues Explained

A VC Cheat Sheet

Down Round Financing Explained

The VC Business Has Changed

No King Makers in VC Business

Big Corporations Back in VC Game

Venture Capital Broken?

The Return of the Venture Capitalists

Top 10 Nanotech Venture Firms

Best Practices for Angel Investment Groups

VC's Favoring Shorter Lead Time Technologies

Examples of Term Sheets and Other Investment Documents

New Resource Guides Angel Groups

Biting the Hand

Pay-To-Play, A-OK

Market Risk vs. Execution Risk

Day of the Fast Buck is Gone

What to Include in an LLC Operating Agreement -

"There is a host of issues you must cover in your operating agreement, some of which will depend on your business's particular situation and needs. Most operating agreements include the following:

-the members' percentage interests in the LLC
-the members' rights and responsibilities
-the members' voting power
-how profits and losses will be allocated
-how the LLC will be managed
-rules for holding meetings and taking votes, and
-'buy-sell' provisions, which establish a framework for what happens when a member wants to sell his (or her) interest, dies or becomes disabled.

While these items may seem fairly straightforward, each has important details."

Read more in this article from Findlaw.

Yes, but that's impossible

"Answer the question: 'What would be impossible for you to do, but if you could do it, would greatly increase your productivity, results and/or success?' After you answer it with: 'It would be impossible for me to _______________, but if I could, it would increase my success by doing _________________.' Follow this with: 'Some of the ways I could make this possible are ______________.' Try this. It will help you by pass your own, 'Yes, but' tendencies."

From Fast Company Now via this Matt Homann post.

Family Business Posts

The 4 C's of Successful Family Businesses

Family Business Succession Planning Questions

Family Business Succession Planning Recommendations

Estate Tax May Be Paid in Installments

Fostering Family Business Entrepreneurship

Why Family Firms Do Well When Founders Are at the Helm

Entrepreneur's Choice: Indulgent Angels or Stingy Venture Capitalists

"This paper [from BNet.com] studies entrepreneur's choice of investors, who must provide financial capital and effort for projects with externalities. Venture capitalists (VCs) and individual investors (angels) compete to finance the projects. VCs seek to invest into a portfolio of projects, while angels have more slack in how much they invest into one project. In the presence of externalities between projects, VCs can potentially increase the total value of their investment portfolio through better coordination of investment, while some angels behave indulgently and give more financial investment than necessary, earning zero profits in equilibrium."

New Insurance Products Address 21st Century Risks

"Dependence on technology, networked computers and the Internet has redefined risk for many businesses. Networked computers hold financial data, sensitive customer information, trade secrets, and proprietary software systems and databases. They also are essential communications channels. Traditional insurance policies, however, are not designed to provide protection for the risk environment that surrounds today�s business technologies. To fill the gap that traditional policies leave, the insurance industry offers a new generation of flexible and evolving products that prudent insurance buyers should consider. "

Read more in this DLA Piper Rudnick Gray Cary article from Mondaq found via this InhouseBlog post.

5 Essential Entrepreneurial Qualities

According to this post from Rhiannon Williamson:

"Every great entrepreneur naturally has 5 key attributes that sets them aside from their competition and that ensure they will succeed where others may fail. These 5 personal qualities will all reflect upon the entrepreneur's business and they will mean the entrepreneur grows and develops every area of their own personal expertise to become not only the strategic thinker behind the business, but the strategic manager poised to lead the company forward to achieve even greater success."

The 5 qualities she identifies are:

1) Desire
2) Positivity
3) Commitment
4) Patience
5) Persistence