Personas to Combat the Devil's Advocate

"We've all been there: the pivotal meeting in which you push forward a new idea or proposal you're passionate about. A fast-paced discussion leads to an upwelling of support that seems about to reach critical mass. And then in one disastrous moment, your hopes are dashed when someone weighs in with those fateful words: 'Let me just play devil's advocate for a minute'...

The devil's-advocate gambit is extraordinary but certainly not uncommon since it strikes so regularly in the project rooms and boardrooms of corporate America. What's truly astonishing is how much punch is packed into that simple phrase. In fact, the devil's advocate may be the biggest innovation killer in America today. What makes this negative persona so dangerous is that it is such a subtle threat. Every day, thousands of great new ideas, concepts, and plans are nipped in the bud by devil's advocates..."

So states this article from fastcompany that suggests adopting one or more of the following personas to encourage innovation and keep the devil's advocate at bay:

"1. The Anthropologist brings new learning and insights into the organization by observing human behavior and developing a deep understanding of how people interact physically and emotionally with products, services, and spaces....

2. The Experimenter prototypes new ideas continuously, learning by a process of enlightened trial and error...

3. The Cross-Pollinator explores other industries and cultures, then translates those findings and revelations to fit the unique needs of your enterprise...

4. The Hurdler knows that the path to innovation is strewn with obstacles and develops a knack for overcoming or outsmarting those roadblocks...

5. The Collaborator helps bring eclectic groups together, and often leads from the middle of the pack to create new combinations and multidisciplinary solutions...

6. The Director not only gathers together a talented cast and crew but also helps to spark their creative talents...

7. The Experience Architect designs compelling experiences that go beyond mere functionality to connect at a deeper level with customers' latent or expressed needs...

8. The Set Designer creates a stage on which innovation team members can do their best work, transforming physical environments into powerful tools to influence behavior and attitude...

9. The Caregiver builds on the metaphor of a health-care professional to deliver customer care in a manner that goes beyond mere service...

10. The Storyteller builds both internal morale and external awareness through compelling narratives that communicate a fundamental human value or reinforce a specific cultural trait..."

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Personal Finance Spreedsheets Collection

This post from Get Rich Slowly contains links to great collection of personal finance spreadsheets for budgeting, debt reduction, personal finance, tracking auto expenses, home maintenance, compound returns, etc.Technorati Tags: , , , ,


Land of the Rising Entrepreneur

"'In China today, even the poor are richer than the richest people were when I was a boy,' says entrepreneur Huang Guangyu, 37, a peasant's son who founded retailer Gome Electrical in 1987. Huang, worth $US1.7 billion, is now China's richest man.

The driver of this new wealth is China's searing economic growth. China has expanded an average of 10.1 per cent a year for the past 15 years - propelling it past the UK to become the world's fourth-biggest economy. China is the world's largest consumer of everything from iron to cement, to wheat, to mobile phones. Its 1.3 billion people are the world's No.2 users of the internet, second only to the US. Cranes tower over its bustling cities.

In Beijing alone, 92.9 million square metres of office and residential space is under construction - the equivalent of three Manhattans, says Jack Rodman, Beijing-based partner at consulting firm Ernst & Young.

As China hurtles toward capitalist prosperity, it's spawning a class of entrepreneurs and foreign investors hoping for big payoffs. 'This is like the robber baron age in the US in the 19th century; everything is up for grabs,' says Chang Sun, who oversees Chinese investments for New York private equity firm Warburg Pincus. 'There's a gold rush mentality here.'"

Read more in this comprehensive article from the Sydney Morning Herald found via this post from China Law Blog.

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Honor the Fallen on Memorial Day

In Flanders fields the poppies blow
Between the crosses, row on row,
That mark our place; and in the sky
The larks, still bravely singing, fly
Scarce heard amid the guns below.

We are the Dead. Short days ago
We lived, felt dawn, saw sunset glow,
Loved, and were loved, and now we lie
In Flanders fields.

Take up our quarrel with the foe:
To you from failing hands we throw
The torch; be yours to hold it high.
If ye break faith with us who die
We shall not sleep, though poppies grow
In Flanders fields.

"The poem 'In Flanders Fields' by the Canadian army physician John McCrae remains to this day one of the most memorable war poems ever written. It is a lasting legacy of the terrible battle in the Ypres salient in the spring of 1915.

The most asked question is: why poppies?

Wild poppies flower when other plants in their direct neighbourhood are dead. Their seeds can lie on the ground for years and years, but only when there are no more competing flowers or shrubs in the vicinity (for instance when someone firmly roots up the ground), these seeds will sprout.

There was enough rooted up soil on the battlefield of the Western Front; in fact the whole front consisted of churned up soil. So in May 1915, when McCrae wrote his poem, around him bloodred poppies blossomed like no one had ever seen before."

Find much more on this poem and its author at The Heritage of the Great War


Hiring Summer Help? Know the Rules

"Once again, as summer approaches, teen students are looking for summer jobs. This provides great opportunities for both the student employee and the employer, but there are pitfalls to avoid relating to hours of work.

Both federal and state statutes apply to youth workers (those aged 14 through 17), with the more protective taking precedence. There are no restrictions on the work of those who are 18 or older, and, only a few types of work are permitted at all for youths who have not yet reached 14...

The federal Fair Labor Standards Act prohibits the employment of youths in jobs and under conditions detrimental to their health and well-being, and it identifies certain hazardous occupations which are too dangerous for those under age 18 to perform. Youth 16 and 17 may perform any job not declared hazardous, without federal restriction on the total number of hours they may work per day or week, or when those
hours may be worked.

Occupations for youths under 16 are further restricted; they may work only in certain nonmanufacturing, nonmining, nonhazardous jobs, with limits on total hours and times to work. During nonschool weeks, they may work eight hours per day and 40 hours per week, but they may not begin work before 7 A.M. From June 1 to Labor Day they may work until 9:00 P.M. Limits are different for school weeks.)

Detailed records of birth date, daily starting and quitting times, and daily and weekly hours worked must be kept. There are civil money penalties for violations of the child labor provisions of the FLSA.

Many states also have child labor laws...Pennsylvania employers with youth workers this summer [must]: obtain employment certificate from the student’s school district; [allow] no more than eight hours of work per day or six days of work per week; always have a documented 30-minute meal break at or before five consecutive hours of work. Also, for workers ages 14 and 15, absolutely no work is permitted before 7:00 A.M. or after 9:00 P.M., and no more than 40 hours per week. Keep good records to prove compliance..."

From an updated version of this article from Pittsburgh attorneys, Polito & Smock.

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Startup Kits for Particular Businesses

"Entrepreneur.com Startup Kits are quick, easy-to-read guides to starting the most popular businesses around. With industry, market and operations information, these kits will give you an introduction to the business idea that may just be your ticket to success."

Industries covered include:

Bed & Breakfast
Bridal Consultant
Business Support Services
Child-Care Services
Cleaning Services
Consulting Service
Event Planning Service
Freight Brokerage Service
Gift Basket Service
Hair Salon
Import/Export Business
Information Consultant
Mail Order
Medical Claims Billing
Personal Concierge
Retail Store
Seminar Production
Staffing Services

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Be Prepared for Disaster

Dr. Cornwall reminds small business owners to update disaster plans, stating:

"The storm forecast is out for this summer, and it is not a good one. In addition to sending oil prices up, it should be a warning for small business owners to start planning.

I have written often about the need to plan ahead for disasters, be it floods, terrorist attacks, hurricanes, ice storms, and so on. While small businesses are quite vulnerable to the impact of such events, there are steps that an entrepreneur can take to prepare.

Here are some suggestions on how entrepreneurs can prepare for disasters:

1. "Cash is King". There is no better tool to weather a disaster than cash...

2. Manage overhead carefully...

3. Avoid fixed, long-term commitments...

4. Build in flexibility...

5. Watch and manage your inventories carefully...

6. Create contingency plans...

7. Look ahead...Be strong, be brave and be confident and others will follow..."

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Starting a StartUp

This Business 2.0 series of articles provides a step by step guide to starting a startup, stating:

"Got a great idea? There's never been a better time to turn it into a great company. Here's a...guide to help you do it right...

Phase one: Establish a company
In order to get started you’ve got to test your idea, build a founding team, get a business plan together and pick a company name that will take you to the top...

Phase two: Prototype the product
Finally the rubber meets the road, as you stake out your intellectual property and assemble the demo that will help you sell your idea...

Phase three: Develop the beta product
Now is the time to start installing your staff -- hire the best you can afford. They’ll help you perfect your company's product and begin the beta testing process...

Phase four: Launch the product
Now that the testing is done and the product has been refined, you need to find paying customers. So stop fiddling and start selling!...

Searching for angel investors
Here is what every aspiring business-owner should look for in early-stage backers. Remember, it's not just money you want; you also want brainpower, connections, and experience...

What a VC wants to see in you
You too can woo even the fussiest venture capitalists. Be sure you’re pitching to the right partner -- and expect them to present you with a deal sheet that has some tough terms..."

NOTE: Not everyone agrees with the advice gleaned from this article, as pointed out in the comments to the original version of this post. For a contrary view and interesting commentary, see this post from Signal vs. Noise.

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Technology License Basics

"In general, the agreement between the Licensor and the Licensee regarding the technology license, and the right to use it, should include the following elements...

Definition of the Licensed Property...
The duration of the agreement...
The territory that the license agreement relates to...
[Field of Use]...
The activities of the Licensee...
Ppayment arrangements...
Quality Control...
Protection of the Technology...
[Resolving] Disputes...
[Other Provisions:]
Exclusivity; secrecy of know-how; technical assistance...sales between the parties...competition...participation in expenses such as advertising, legal fees...approvals..."

Read much more in this PLI article.

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Mediation Mindset Named One of Top Five Mediation Blogs

I am very pleased to announce that my blog, Mediation Mindset, has been named one of the top five mediation blogs by the National Institute for Advanced Conflict Resolution. I am humbled to be in the company of the other great blogs cited. The Institute stated:

"The advent of blogging as a form of internet communication has begun to revolutionize how information is disseminated on the web. The mediation field has not been immune from this development, and there are a growing number of blogs relating to the mediation field popping up on the internet. In recognition of the efforts of these blog pioneers, we have surveyed the field and our findings are presented below...

4. Mediation Mindset
(Written by Anthony Cerminaro, Pittsburgh, Pennsylvania) This newcomer to the field promises to be a rising star. With a focus on negotiation, this blog presents its information in a compelling and informative style. Of particular note was a recent article on negotiating in China which was as fascinating as it was informative. We predict this blog will become a staple for mediators interested in keeping abreast of developments in this area..."

More details are available at this NIACR page.

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Earnouts Not Always Appropriate

"Question: What are some creative ways to structure a purchase offer on a business? I'm trying to fund the gap between my savings, a Small Business Administration loan and the seller's asking price. I realize the seller can take back a note. I've also toyed with an earn-out. -- John, Tucson, Ariz.

John: In a slow economy, it can be tough for buyer and seller to strike a deal and finance a purchase. In some cases, an earn-out can be a satisfying compromise. Typically, an earn-out is an arrangement in which the buyer pays a portion of the sales price at the closing, with future payments to come. The future payments generally depend upon meeting sales targets or other milestones.

An earn-out may sweeten the pot for the seller, who can take advantage of the business's future upside. Further, an earn-out also can help the buyer, who may be strapped for cash, as in your case.

But consultants who work in that field caution that an earn-out becomes a form of partnership. It's not appropriate for every business acquisition... "

Read more in this StartupJournal article.

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Guide to Structured Settlements

This post from Florida Mediator provides a link to "an incredibly helpful, easy to understand article [downloaded as a PDF file] from Bloomberg Wealth Manager which objectively reviews and explains structured settlements. Well worth [pun intended!] reading."

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Ten Tips for an Effective Meeting

As Captain James T. Kirk once intoned, "A meeting is an event where minutes are taken and hours wasted.” To keep this from happening at your meeting, follow these suggestions from TechRepublic

#1: Know why you called the meeting...Spend five minutes before you send out the meeting invitation to formulate, in 10 words or less, exactly why you need everyone's time...Review the reason an hour later; if it still seems valid, go ahead and send out the invitations...

#2: Know what action you expect from the meeting...Do not squander others' time. Instead, spend a few minutes before the meeting trying to answer the following question: "What do I expect the attendees to DO at the end of this meeting?"...

#3: Never send a meeting to do a conversation's work...

#4: Designate someone you trust to take the minutes...
the minutes become the permanent record of what was agreed to and decided on. Take the minutes and circulate them yourself or have a trusted associate do the honors. Oh, and you do not have to write down everything said at the table. A list of action items and agreed to dates will suffice.

#5: Establish the rules of order...Chaos happens, but you do not have to let it ruin an otherwise-productive meeting.

#6: Start on time, end early...
#7: Maintain focus...
#8: Assign action items at the end...

#9: Verify agreements...Take a minute at the end of the meeting to summarize what you agreed to...This allows you to verify that you properly understood the agreement and that the meeting attendees reached a consensus on the issue...

#10: Follow up..."

Read more in this article by Sharon T. Kalvar.

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Be Around the Change You Want to See in Yourself

"You’ve probably experienced an elevation in your mood when in the presence of someone upbeat, or starting to feel more negative when around someone angry. There’s good science that explains this phenomenon, along with a few other ways that you’re subconsciously influenced by those around you. In Angry/Negative People Can Be Bad for Your Brain, Kathy Sierra explores these ideas in an easy-to-grasp way. There are important implications here for negotiating and reducing conflict, and I highly recommend this article."

See this post from Tammy Lenski, from which the foregoing was reprinted, for a link to the Kathy Sierra article.

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Passing On the Business

"Wall Street Journal's Startup Journal has a good article on thinking through how to allocate the family business among family members when some are in the business and some are not. The issue is whether the parents who own all the company shares should gift shares to the children who work in the business and to the children who don't."

Please see this California Estate and Business Law Blog post, from which the foregoing was reprinted, for a link to the article.

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Dispute Resolution Checklists

For people struggling with difficult conflicts, these conflict resolution checklists for intermediaries and adversaries and related articles from Beyond Intractability.org highlight dispute dynamics that are helpful to understand, as well as options for dealing with common problems, in the following areas:

Organizational Conflict
Post-Conflict Stabilization
Public Policy

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Be Here Now with Zazen

"The practice of zazen is opening your psychological shutter and letting in your experience. It is a worthy practice with practical advantages...from just learning to be present.

If you have a persistent problem on your mind, try using zazen on it. Sit in a quiet room and keep your mind on your problem — not trying to think about — but looking at it in your mind's eye. Just be with it for a half hour to an hour. You'll be shocked. The problem will begin to unstick.

This is zazen: Just be here and experience. It is not only worthwhile in uncomfortable situations. It will enhance your life to do it often. Be in your body, wake up to your world, perceiving, being alive, being here right now.

This is a subtle practice. You and I are hardly ever just being here and experiencing. We're usually thinking about what we're going to do in the future, or trying to think of something clever to say, or remembering something that happened once, or wishing we were someplace else, or resisting something, reacting to something, pretending to be something, and so on. It's very rare we think this moment is worth experiencing.

But the moment becomes worth experiencing when we do experience it. And I'm not talking about something esoteric or fancy. Experience is just what's happening: The way you feel, what you see and hear and smell, the thoughts running through your mind — it's just your experience.

You know how you can sometimes be so absorbed in a book that you don't notice a sound or that someone walked through the room? In the same way, you can become so absorbed in what you're doing that you don't notice much of anything else other than your purposes. And for the most part, that's just fine. Being absorbed in a task is a beautiful thing. But there are times when it's worthwhile to check in — just to notice and not try to do anything about it. It only takes a moment, and it's good to do several times a day.

For one thing, it's relaxing, because when you check in on your experience, you'll usually notice is there is a muscle somewhere in your body holding tension unnecessarily. Some muscles you have to use just to sit up or hold your head erect or to do whatever you're doing at the moment, but almost always you'll find you have other muscles contracting for no purpose. And when you check in on your ongoing experience, you'll tend to notice that tension and automatically relax a little. So that feels good. But also, you just feel alive.

It's almost like we're machines the rest of the time, doing what we should be doing, and going and going and going like a solar-powered robot. When you just be here and experience, you feel the breeze and notice the weather and take in the person you're talking to — you'll stop trying to impress her and actually be with her and notice her and experience her. It's different. Like I said, it's very subtle, but there is a difference, and it's a difference that makes a difference.

Just try it. Even if you think I'm talking gibberish, try it. Right now, don't try to do anything but be where you are, experiencing what there is in your surroundings and in your body right now. As Alan Watts wrote in Tao: The Watercourse Way:

You are asked — temporarily, of course — to lay aside all your philosophical, religious, and political opinions, and to become almost like an infant, knowing nothing. Nothing, that is, except what you actually hear, see, feel, and smell. Take it that you are not going anywhere but here, and that there never was, is, or will be any other time than now. Simply be aware of what actually is without giving it names and without judging it, for you are now feeling out reality itself instead of ideas and opinions about it. There is no point in trying to suppress the babble of words and ideas that goes on in most adult brains, so if it won't stop, let it go on as it will, and listen to it as if it were the sound of traffic or the clucking of hens.

Let your ears hear whatever they want to hear; let your eyes see whatever they want to see; let your mind think whatever it wants to think; let your lungs breathe in their own rhythm. Do not expect any special result, for in this wordless and idea-less state, where can there be past or future, and where any notion of purpose? Stop, look, and listen...

When you don't know where to go, when you don't know what to think, or when you are just happy as a clam, come back to this practice. Return to right now. Look, listen, breath in, smell the air, feel your arms and legs and torso and face. Just be here and experience. It is your home base. Come home. You can rest here, and rejuvenate yourself."

Read much more in this fascinating article from youmeworks.com

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China Business Update

"China's ongoing conversion from sleepy giant to economic powerhouse has opened the door for Chinese companies across a number of different industries to take advantage of the growing domestic market for goods and services. In this special report [from Knowledge@Wharton], we look at the rise of digital music in China and its threat to the traditional music publishing business, recent progress in the expansion of China's fast food industry, government and private sector efforts to increase the presence of microfinance in China, challenges posed by privatization, and unease over the country's growing labor shortage. In addition, we include an interview with Shao Ping, vice president of China Minsheng Bank Corp. (CMBC), on such topics as competition in the banking industry, the importance of innovation and customer service, the challenge of non-performing loans and the ongoing controversy over the RMB exchange rate."

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Yale Students Bike Cross Country for Habitat for Humanity

"Not too many people dedicate nine weeks to bicycle 4,000 miles across the country, dealing with the obstacles of stifling heat, flat tires and steep hills, but Deirdre Cerminaro is far from your ordinary college student..."

Read more in this article from the Sewickley (PA) Herald.

"Go It Alone" Available Online

In a first-of-its-kind initiative, HarperCollins Publishers has made the full content of The New Entrepreneur: Bruce Judson's Go It Alone! The Secret to Building a Business on Your Own available free for readers following the above link.

Sixty Sites in 60 Minutes

"Year after year, one of the most popular sessions at ABA TECHSHOW is 60 Sites in 60 Minutes. This session is a fast-paced and often irreverent look at web sites that may be of interest to lawyers. Many of these sites are incredible legal or law-practice related resources while others range from interesting to just plain wacky.

Here is the complete archive of the various 60 Sites in 60 Minutes presentations for 2006. "

Via this post from Jim Calloway's Law Practice Tips Blog

How to Negotiate an EarnOut

"As many as half of all small business acquisitions involve earnouts, which generally last from two to four years and range from 15% to 30% of the purchase price (though 50% is not unheard of). Earnouts are particularly common in acquisitions of high-growth companies and those with unproven products. Takeovers of service businesses, in which the entrepreneur's relationships with clients are crucial, are also likely candidates for earnouts...

The key to a successful earnout lies in negotiating smart, achievable targets, making sure they're spelled out clearly in your contract, and keeping some power over decisions that directly affect them. You'll also want to nail down your own position in the new company -- and your eventual exit from it.

Before you agree to anything, get a lawyer who specializes in mergers and acquisitions. Besides helping to negotiate the deal, a lawyer can keep emotions from boiling over when things get dicey...

The next step is obvious: Get the largest up-front payment you can, even if the earnout is substantial....Then, you've got to negotiate the targets for the earnout -- usually revenue or profit goals -- and make sure you've got a reasonable chance of achieving them. But what was reasonable under your leadership may not be under the new owners. So it's essential to protect yourself in case they decide to operate differently..."

Read more in this excellent Businessweek.com article.

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Avoid These Negotiating Mistakes

"Negotiation is a difficult art as it requires managing, in real-time, both the other person's mind and your own. Here are a number of mistakes that negotiators can make...

*Accepting positions: Assuming the other person won't change their position.
*Accepting statements: Assuming what the other person says is wholly true.
*Hurrying: Negotiating in haste (and repenting at leisure).
*Hurting the relationship: Getting what you want but making an enemy.
*Issue fixation: Getting stuck on one issue and missing greater possibilities.
*Missing strengths: Not realizing the strengths that you actually have.
*Misunderstanding authority: Assuming that authority and power are synonymous.
*Misunderstanding power: Thinking one person has all the power.
*One solution: Thinking there is only one possible solution.
*Over-wanting: Wanting something too much.
*Squeezing too much: Trying to gain every last advantage.
*Talking too much: Not gaining the power of information from others.
*Win-lose: Assuming a fixed-pie, win-lose scenario."

Read more, including steps you can take to avoid making the foregoing mistakes in this webpage from ChangingMinds.org.

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Hey Boss - Listen Up

Last month, the folks at Mind Tools surveyed their readers for recommendations to their bosses. Five themes stood out as the most important in the survey:

Prioritize, prioritize, prioritize
Be clear and stay focused
Manage meetings
Hear the facts!
Motivate, motivate, motivate

Each topic is treated with a separate "mind tool" as follows, each of which offers excellent advice and insight:

Prioritize, prioritize, prioritize
You'll find a prioritization toolkit at Prioritization

Be clear and stay focused
Read more on goal-setting at Personal Goal Setting

Manage meetings
Check out Running Effective Meetings

Hear the facts!
Consider The Ladder of Inference and Mind Tools on Active Listening.

Motivate, motivate, motivate
On this topic consider downloading the mini e-book Mind Tools on Motivation until May 16

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Free Downloadable High Quality Images of Pittsburgh

Originally uploaded by TigerTigerTiger.
This site from the Allegheny Conference offers free images that you may use in your marketing materials or on your Web site by following the terms of the licensing agreement and attributing credit to the noted source.

The image on this page is copyrighted by the Pittsburgh Post Gazette


What is Compliance Anyway?

This Realtime-ITCompliance post points to an interesting interview with Chris Pick, Vice President of Corporate Strategy, and Wayne Crane, CIO, from NetIQ about a wide range of compliance issues. Included are their thoughts on:

"What 'compliance' means to businesses
International compliance approaches
Industry-specific compliance challenges
The most challenging compliance areas
The use of frameworks, such as ITIL, for compliance
The most challenging regulation for compliance
What executives need to know about compliance
Budgeting for compliance
Using automation for compliance
The single most important compliance activity
The importance of executive support for compliance activities"

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Cancer Nano-Wars

I attended the annual dinner last evening of the local Princeton Alumni association, affectionately known as the PAAWP. I enjoyed renewing acquaintances and the special feeling of connectedness that exists among a group of interesting people who share a common experience.

After being roasted by token representatives from Yale and Harvard and dispensing cheerily with meeting formalities, Professor Winston "Wole" Sobeyejo presented a fascinating summary of research at Princeton into the use of nanoparticles in the detection and treatment of breast and prostate cancer.

The main idea underlying their research, Prof. Soboyejo explained, "is the inoculation into the body of particles that can be taken up by cancer cells. Once in contact with cancer cells, these particles can be detected via MRI (Magnetic Resonance Imaging), and the signal will indicate the presence of cancer cells, allowing treatment to begin earlier."

You may read more about his work in this edition of Princeton's
Innovation magazine. The promise of using nanoparticles to detect and treat other cancers is also evidenced by the results of this Google search.


Owner's Compensation in S-Corporations

"All business owners face an interesting challenge: how to take profits out of the company and pay the least amount of taxes in the process. If you have an S corp., there are basically two ways you can get money out of the company: by paying yourself salary or by paying yourself distributions. The big difference, of course, is that distributions are tax-free and far more flexible (i.e. the company simply writes you a check). Meanwhile, salaries are subject to employment taxes (approximately 15%) and the usual payroll-related bureaucracy (withholding, etc.).

So why don't business owners simply take 100% of their profits as distributions and forget salary altogether? The reason can be summed up in three words: reasonable compensation rules. If you own an S corp., the IRS has guidelines governing how much you are supposed to pay yourself. "

Read more in this post from The Accounting Blog.

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Leasehold Mortgages Explained

"Leasehold mortgages have traditionally secured ground leases, but can also secure space leases of all types, and can add value to a wide variety of deals. However, there are pitfalls for the unwary: only when all parties to a deal fully understand the functioning of a leasehold mortgage is it possible to safely take advantage of this powerful and valuable mechanism.

Part I of this two-part series addresses the following three topics that are important to understand when putting together a leasehold finance arrangement:

(i) What is a 'leasehold mortgage?'
(ii) What makes a lease 'marketable?'
(iii) How is the lien of a leasehold mortgage filed and perfected?"

Lehman Formula

"The Lehman Formula is a fee structure charged by investment bankers and some other intermediaries for originating and/or structuring a merger or acquisition transaction. It is named after Lehman Brothers who popularized the framework. The fee percentages are inversely proportional to the transaction size, broken down as follows:

-5% of the first million dollars of total consideration (cash, stock, etc.)
-4% of the second million
-3% of the third million
-2% of the fourth million
-1% of everything thereafter"

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Basics of Mediation and Arbitration

"In an attempt to control litigation costs, many companies are looking to employ alternative dispute resolution mechanisms – commonly referred to as ADR -- to avoid the courthouse.

Two of the most commonly used ADR mechanisms are mediation and arbitration. Mediation is a voluntary process through which the parties meet and try to negotiate a resolution to their dispute by using an objective third-party facilitator. Arbitration is a process that results in a binding decision that the parties can seek to enforce through the courts."

Outlined in this article from Beirne, Maynard & Parsons are the basics that can be expected in a typical mediation or arbitration conducted as described in the article.

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Overview of China Company Law

The new Company Law of the People’s Republic of China ("New Law"), which was adopted by the Standing Committee of the National People’s Congress on October 27, 2005, came into force on January 1, 2006. The New Law is a significant milestone in the reform of the Chinese company law as well as the entire Chinese legal system. Substantial changes have been made that are outlined in this Jones Day article from Mondaq (free registration required).

Powerful Questions Yield Useful Information without Acrimony

Here is a good list of questions designed to elicit information that can be used creatively in a variety of situations that involve conflict resolution or negotiation:

"1. How important is this?
2. Where do you feel stuck?
3. What is the intent of what you're saying?
4. What can we do for you?
5. What do you think the problem is?
6. What's your role in this issue?
7. What have you tried so far? What worked? What didn't?
8. Have you experienced anything like this before? (If so, what did you do?)
9. What can you do for yourself?
10. What do you hope for?
11. What's preventing you from ..."
12. What would you be willing to give up for that?
13. If you could change one thing, what would it be?
14. Imagine a point in the future where your issue is resolved. How did you get there?
15. What would you like us to ask?
16. What have you learned?"

From this webpage by Carter McNamara.

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Technology Transfer Policies and Forms

The Association of University Technology Managers offers an excellent collection of tech transfer policy and agreement forms. See this I/P Updates post for a link to the forms.

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IP Licenses May Not Transfer in Merger

"Lawyers who only occasionally work on technology company acquisitions sometimes incorrectly assume that the seller's intellectual property (IP) licenses vest in the buyer.

Typically, state merger statutes provide that the seller's rights and obligations under its contracts are automatically assumed by the surviving entity at closing, and lawyers and theirclients may believe that these laws apply without question to the seller's license agreements. However, principles of equity and federal IP law and policy may override state merger laws, and the surviving entity in a merger may not have the right to exploit the seller's licenses.

The form of the merger and the terms of the license agreements will influence the outcome. Deal lawyers also have to be aware that if the surviving company competes directly with the company that granted the license, there may be snags in getting the licenses to go with the deal."

Read more in this Jones Day publication.Technorati Tags: , , , ,

Negotiating Executive Employment Agreements

"The purpose of this site is to provide information on negotiating and structuring executive employment agreements...The site includes a Powerpoint presentation...delivered to alumni of the Wharton School of the University of Pennsylvania and the Harvard Business School. It also includes a Checklist for Drafting Employment Agreements."

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Leadership: Be, Know, Do

Good advice for leaders - simple, straightforward, and easy to remember.


A professional...when things go wrong...do not blame others. Analyze the situation, take corrective action, and move on to the next challenge...Develop good traits within yourself, such as honesty, competence, candor, commitment, integrity, courage, straightforward, imagination....


Yourself and seek self-improvement...
Human nature and the importance of sincerely caring for your workers...
Your job...
Your organization...


Provide direction...
Develop a sense of responsibility in your team. Ensure that tasks are understood, supervised, and accomplished...
Motivate. Set the example. Be a good role model for you employees. They must not only hear what they are expected to do, but also see. Know your team and look out for their well being..."

Read more in this post from Random Thoughts from a CTO.


Setting Up a Chinese Subsidiary

"As China's strength in the global economy continues to grow, businesses need to consider the prospect of establishing operations within its borders. In order to successfully transact business in China or with Chinese enterprises, foreign investors, including financial investors and entrepreneurs, should consider setting up a subsidiary in China. This article [from Fenwick & West via Mondaq provides general information on establishing a subsidiary by foreign investors, to help provide guidance and demystify the process."

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Negotiating a Term Sheet with a VC

Matt Blumberg, who runs email services provider ReturnPath.net, offers advice on negotiating a term sheet:

"1. Get a good lawyer...
2. Focus on terms that matter, otherwise known as "pick your battles"...
2a (new). Sacrifice valuation for a clean security...
3. Always have a BATNA (Best Alternative to a Negotiated Agreement – a fancy way of saying Plan B)...
4. Be prepared to pay up for high quality investors...
5. Ask for references...
6. Don’t let the VC get away with negotiating a point by saying “we always do it this way.”...
7. If you have multiple investors in the syndicate, insist on a single investor counsel and a lead investor...
8. Try to deal in advance with follow-on financings...
9. Handle the term sheet negotiation carefully...
10. Finally, don’t forget to say thank you at the end of the process..."

The full article is well worth reading here.

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Global Outsourcing Legal Issues

"Companies looking to save money, gain technology expertise, or simply shift liability have increasingly turned to outsourcing. Outsourcing takes many forms, ranging from outsourcing a discrete business function, such as software development or records management, to the entire IT department. Whatever the form, there are certain common legal issues associated with technology outsourcing."

The key issues may be grouped as follows:

Intellectual Property -- ownership, licensing, confidentiality, control, protection

Process Management -- description and scope of services, performance specifications, control, quality, change orders, transfer of assets, transfer of personnel, dispute resolution, security, disaster recovery, termination rights and duties

Other -- privacy, liability limits, warranties, remedies for breach, exclusivity, enforcement, particularly as the foregoing relate to foreign jurisdictions

Read more in these by Jason Epstein and Wendy Fink.

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