4/18/2005

Recommendations for Family Business Succession Planning

"Assemble a high-quality and experienced succession team including a facilitator, accountant, attorney, investment adviser and key family members.

All dynamics of the family business succession are interdependent, so use a facilitator that understands all of them.

Align the company's structure for compatibility with the overall goals of the family.

Assess the ability of aspiring family successors and build a training curriculum that prepares them for the responsibilities they will assume.

Make sure key managers are locked in to assist family successors with the transition.

Build financial independence from the business so you do not hold on too long.

Make sure family members understand what you are trying to do. Secrecy is a killer.

Building a succession plan typically takes three steps. In the first, the business undergoes an overall assessment to identify problems and opportunities that need to be addressed in a comprehensive succession initiative. Next, develop a compatible plan and make a commitment to implementation. And, finally, remember that succession planning is a process, not a project. Make a commitment to ongoing maintenance and refinement of the plan. "

From this Orlando business Journal article.

Inventor's Handbook

"This Handbook was created by the Lemelson-MIT Program to address the independent inventor's and aspiring entrepreneur's most frequently asked questions regarding United States patents...

Chapter 1: What Is Intellectual Property?
Chapter 2: What Can Be Patented?
Chapter 3: Is My Idea Patentable?
Chapter 4: How Do I Conduct a Patent Search?
Chapter 5: Is My Invention Worth Patenting?
Chapter 6: How Do I Apply for a Patent?
Chapter 7: How Do I Prove the Idea Is Mine?
Chapter 8: What Are Some Options to Commercialize My Patent?
Chapter 9: How Do I License My Invention?
Chapter 10: What Are Some Guidelines in Developing a Business Plan?
Chapter 11: How Do I Raise Capital?
Resources for Inventors"

Checklists and Templates for Project Management

See this post by Phil Wolff for a great collection of "useful tools to keep...projects organized and to help with project initiation and communication. These MS Word, Excel, and Project templates reflect some best practices and hard-earned PM lessons. Like 'nail down scope clearly before starting a project;' 'line up executive sponsorship;' and 'define your acceptance approach up front.'"

How to Give and Take Criticism

Consider reading in full this excellent essay by Scott Berkun, portions of which I have highlighted.

"Good feedback is rare. It can take a long time to find people who know how to provide useful criticism, instead of simply telling you all the things they think are “wrong” with you or whatever you've made.…

There are four fundamental assumptions bad critics make:

1. There is one universal and objective measure of how good and bad anything is...
2. That the critic is in sole possession of the skill for making these measurements...
3. Anyone that doesn’t possess this skill (including the creator of the work) is an idiot and should be ridiculed...
4. That valid criticisms can and should always be resolved….

How to give critical feedback

Before you speak, know the goals: What problem is the work trying to solve? What are the goals? If you don’t know the intention of the work it’s very difficult to offer careful evaluation and judgment….

Good and bad, is not the same as what you like or don’t like…
Talk as much about what it is, as what it isn’t...

Receiving critical feedback

It’s much harder to receive criticism than to give it…most people…tend to avoid it or ignore it. Nothing can be worse: feedback is essential…, but to master the skills of milking it for all it’s worth:

Shut up. Just shut up and listen....
Ask clarifying questions…
Refer back to the goals…
Ask for what changes you can make that will satisfy the criticism…

Ground Rules

Take control of your feedback process...
Pick your partners...
Strive to hear it all, informally and early..."

Check Out the SBA's Business Startup Center

For a ton of useful information, check out the SBA's business startup center. It contains much of the info you need (all in one place) to start a company. Explore important topics such as finding a niche, estimating costs, creating a marketing plan, sorting out employment laws, handling payroll taxes, and more. The center also has dedicated information for women, veteran, Native American, minority, and young entrepreneurs.

4/15/2005

Web Apps to Run Your Company On

"One interesting thing about starting a company today versus a few years ago: Lots of cool web apps are now available that you can more or less run you company on..."

Read more in this post from Evan Williams.

If You Don't Document It, It Never Happened

"The Department of Labor does not like people being fired without a company following its own termination policies and creating a paper trail along the way....

The easiest way to document poor performance is through regular performance reviews....

Yes, writing expectations takes work.
Yes, it takes away from production time.
Yes, it is not urgent.
Yes, it is very important.

As a side benefit, creating written expectations and job descriptions goes beyond protecting oneself from lawsuits.

The process of thinking through what is expected of the various positions in your operation creates a clear picture in your mind of the ideal workplace. And the clearer you can see it in your mind, the easier it is to create in reality..."

Read more in this post from Management-Issues.

FTC Guide to Buying a Franchise

"From the people who brought us the Do Not Call Registry, our friends at the FTC, comes a great article on buying a franchise. In it, they talk about "The Benefits and Responsibilities of Franchise Ownership" and discuss several components you should consider within a franchising system:

The Cost
Controls
Terminations and Renewal

They then go into Selecting a Franchise, Shopping at a Franchise Expo, and finally, and most importantly, go into Investigating Franchising Offerings."

For links and more, see this Innovative.Franchising.Blog post.

Estate Tax for Small Businesses May Be Paid in Installments

"Section 6166 of the Internal Revenue Code allows the estate to elect to pay the estate tax attributable to an interest in a closely held business in installments over, at most, a 14-year period. If the election is made, the estate pays only interest for the first four years, followed by up to ten annual installments of principal and interest....

The benefits of Section 6166 are not available to all estates. The value of the business must exceed 35% of the adjusted gross estate..."

Read more in this post from Tax & Business Law Commentary .

4/14/2005

Yahoo Offers Small Businesses Free Web Space

"Yahoo is giving away web page hosting services to small businesses, in a bid to bolster its search and related advertising business.

The company yesterday introduced a new service that lets any small business sign up for a free web page to appear in Yahoo's local directory. The move will help otherwise unwired small businesses come online, said Paul Levine, Yahoo's general manager of local services, as well as help consumers find more local information. "

From this silicon.com post.

Software's Top #10 Trends

This is a list of the Top 10 Software Trends posts fromBurnham's Beat in the last month:

10. Consolidation
9. Data Abstraction
8. Composite Applications
7. BPEL
6. Inter-Enterprise Applications
5. Message Aware Networking
4. Service Oriented Architectures
3. Software As A Service (SaaS)
2. Open Source
1. XML

For more and links to the posts visit this Burnham's Beat post.

Microloans Make a Difference

"In the U.S., state and local programs make so-called microloans available, typically to small-business owners who are unable to get traditional loans from banks either because they have poor credit ratings or no credit history at all. About 500 community-based microlenders and a handful of state microlending programs make loans available -most for several thousand dollars-to these higher risk borrowers. These loans are riskier, so the interest rates are higher than those on conventional ones. Microlending programs in the U.S. are vastly different from those in developing countries. The Grameen Bank in Bangladesh, for instance, has no minimum amount for loans - a woman, for example, could borrow money to buy scissors�and charges low-interest rates. "

Read more in this fortune.com article via this Law & Entrepreneurship News post.

Where Entrepreneurs Err

"So, why do things go wrong? What can entrepreneurs do to avoid such mistakes – which can go potentially fatal for businesses? Or are such failures the rocket fuel that take businesses to the next level? Let’s start by taking a closer look at why failure happens. According to me, there are multiple areas where entrepreneurs err:

Too much Vision...
Wrong Idea...
Wrong Product...
Inability to Sell...
People Mistakes...
Flawed Execution..."

Read more in this E M E R G I C . o r g post.

4/13/2005

Ten Commandments for Entrepreneurs Pitching Investors

"Allen Morgan just completed his Ten Commandments for Entrepreneurs...They're worth a read:

1. Do your homework, and contact the right person
2. Be on time
3. Tease, don't overwhelm
4. Know your audience
5. Create the 'Aha' early
6. Explain the idea by analogy to, or contrast with, older ideas
7. Go with 13 or less slides
8. Know what you don't know -- and admit it
9. Be like Goldilocks, when it comes to competition
10. Control the meeting -- but be smart about it"

For links, refer to this 106Miles Blog post.

How to Make a Million

"Yes- you need to start a business. In America, starting a successful business is the surest, most controllable path available to you for making a million dollars in less than 42 years.

And really, this decision to start a business gets us to a key part of our conversation. There are two mentalities at work in our economy today. Either you can be someone else's employee, or you can be the one who hires the employees. You can work for a business, or you can own a business of your own.

Now please note that I am not saying that "being an employee" is a bad thing. There are lots of good reasons to be an employee. For example, being an employee is a great way to learn how a business works so that you can open a business of your own. You simply need to become an employee with that approach in mind.

What you do is figure out a business that you would like to open yourself. Then you go work in a business like that for a year or two and learn the ropes. Go into the job with the intention of learning everything you possibly can while someone else pays you to get your education."

Read more in this Marshall Brain post.

Summer Job vs. Summer Seed Funding

"The first project [Summer Founders Program] is to fund a bunch of new startups this summer... We're going to call this project the Summer Founders Program, and it preserves many of the features of a conventional summer job. You have to move here (Cambridge) for the summer, as with a regular summer job.

We give you enough money to live on for a summer, as with a regular summer job. You get to work on real problems, as you would in a good summer job. But instead of working for an existing company, you'll be working for your own; instead showing up at some office building at 9 AM, you can work when and where you like; and instead of salary, the money you get will be seed funding."

Via this post from Marshall Brain.

4/12/2005

Pittsburgh Thrift Stores Pool Resources

Sounds like a great idea:

"Five local thrift shop operations are joining forces to lower costs and improve services.

'From our research, this is the first coalition [of thrift stores] in the country to talk about these issues and concerns,' said Fred Just, executive director of the Society of St. Vincent de Paul, who brought the agencies together.

As the new Alliance of Nonprofit Stores, the combined 40 stores run by St. Vincent de Paul, Goodwill Industries of Pittsburgh, Salvation Army, Bethlehem Haven and National Council of Jewish Women will share information and resources.

They also will look at making group purchases of items such as clothing racks and truck fuel, and working together on joint advertising campaigns, Just said."

From this Pittsburgh Post-Gazette article.

Unwrapped Open Source

"One of the emerging problems of open source is the issue of intellectual property ownership. It is not unusual for a piece of code to be mistaken for open source when it is, in actuality, proprietary code belonging to a software vendor. If this code makes it into commercial products or even into a corporate infrastructure there could be serious legal ramifications. It is important that companies make sure that they are buying open source software from organizations that will protect the integrity of their offerings. The combination of a true open source community that is dedicated to quality with a company that understands how to create true commercial software provides the best of both worlds.

There are situations where open source offers another valuable service. There are software products that are owned by companies that no longer have the interest or financial capability to keep the products moving forward. If there is a customer base and a developer base that still cares about the product, moving it into open source may save the technology."

From IT-Director.com: Open Source Unwrapped.

MS to License Technology to Startups

Reprinting a TECHtransfer101 post from which you may link to the computerworld article:

"As seen on computerworld.com: 'Expanding its efforts to capitalize from its intellectual property holdings, Microsoft Corp. has set up a group within its licensing business to sell its technologies to start-ups. Inrix Inc. and Ascender Corp., both of which were founded last year, are among the first takers. Inrix is building a traffic information service with exclusively licensed technologies from Microsoft Research, and Ascender has obtained rights to adapt and sell various Windows fonts developed by Microsoft, according to a Microsoft statement. ' "

SOXing It to Small Business

"It's now beyond dispute that Sarbanes-Oxley has imposed a much higher regulatory burden on US public corporations than the law's sponsors ever imagined. It's also beyond dispute that those costs are disproportionately borne by small business.

Although many SOX provisions impact small business, the worst offender appears to be Section 404, which requires inclusion of internal control disclosures in each public corporation's annual report. This disclosure statement must include:

(1) a written confirmation by which firm management acknowledges its responsibility for establishing and maintaining a system of internal controls and procedures for financial reporting;
(2) an assessment, as of the end of the most recent fiscal year, of the effectiveness of the firm's internal controls; and
(3) a written attestation by the firm's outside auditor confirming the adequacy and accuracy of those controls and procedures.

Study after study confirms that Section 404 has imposed huge costs on American business.."

Read more atTCS post by Professor Bainbridge who calls on the SEC to consider regulatory relief for smaller firms.

4/09/2005

The Future of Software As a Service

"The trend to offer software as a service with payments over time and based on usage is emerging. The big spenders like Telcos, Banking and Financial Services, Healthcare, Transportation players may not find hosted solution a natural fit. The business drivers force them to get cutting edge solutions that would improve competitiveness and not necessarily something that looks to have good architecture and seems logical or fashionable.

It will take more time to see what percentage of customers will find the software as service offerings attractive, change their buying habits and move to annuity contracts.The application architecture, schema, the business model including dealing with channel partners and switching costs for existing customers are major impediments. Overwhelming organizational changes would have to be managed in the transition to on demand model- It is highly unlikely that existing software vendors could manage the transition smoothly."

Read more in this post from Sadagopan's weblog and related articles from SandHill.com.

On Improving Hiring Practices

"Companies can do five things to help win the competition for the best employees:

-Ensure that practices are people-centric.
-Flexibly define job requirements.
-Conduct high-quality interviews.
-Practice proactive sourcing techniques.
-Develop a reputation as a great place to work."

Learn more at this post from Management Craft.

Health Savings Accounts (HSAs) for Small Business

"Health care premiums will be facing the fifth year of double-digit growth while many small business owners prepare this year's budget. A new approach enacted by Congress last year called HSA or health savings accounts, provides new avenues for reducing current healthcare costs."

Learn how an HSA can benefit your small business by reading this article from About.com.

Software Escrow Basics

"A software escrow is a deposit of source code of software and other materials with a third party escrow agent. Generally, a party licensing the software (the "licensee" or "buyer") requests the software escrow from the owner of the software (the "software developer" or "developer") to ensure maintenance of the software and possibly performance of development obligations under a license....If...the software developer ceases operations or otherwise fails to provide support at a previously agreed upon level with the licensee, licensee will lose a vital part of its strategy regarding the licensed software and, absent a triggered source code escrow, may find itself unable to maintain and develop its products...

Basic Considerations...

Identify a software escrow agent...
Negotiate what goes into the software escrow...
Negotiate how often updates go into the software escrow...
Confirm what went into the software escrow...
Determine release conditions from the software escrow...
Determine who pays for the software escrow...

The licensee should also watch for and monitor the escrow account activity, which should include a description of what was deposited and when. In addition, consider a technical verification service... Most escrow agreements allow the software developer to oppose the licensee’s release request when a release event allegedly occurs... Ensuring that escrowed source code is complete and useful does not guarantee that the licensee will be able to work with it...Bankruptcy is often the most complicated issues in structuring and enforcing an escrow agreement..."

Read more in this Fenwick & West article from Mondaq.

FTC Issues CAN-SPAM Act Guidanace

"If you send e-mail messages to customers and prospective customers, you should take note of the new Federal Trade Commission guidelines implementing the federal CAN-SPAM law which became effective on January 1, 2004. These guidelines attempt to clarify what is commercial e-mail, and therefore subject to the Act’s requirements, by defining when the "primary purpose" of an email is commercial. The regulations took effect on March 28, 2005...

CAN-SPAM (the "Act") regulates commercial electronic mail messages ("Commercial e-Mail") which the Act defines to mean any e-mail message whose "primary purpose" is the commercial advertisement or promotion of a commercial product or service. For e-mails falling within this category, the Act requires, among other things, that e-mail recipients be provided a clear and conspicuous notice of the opportunity to opt-out by return e-mail (or other Internet mechanism) of receiving further communications from the sender, and the sender must comply with this request within ten business days of receipt."

Read more in this Pillsbury Winthrop article from Mondaq.

4/08/2005

Software Startups Should Focus on Customers Over Standards

"A panel of veteran design software entrepreneurs concluded Thursday (April 7) that while participation in the development of standards is a valuable activity for small companies, it is not nearly as important as providing technology that customers want.

Members of the panel, which took place Thursday (April 7) at the 15th Synopsys EDA Interoperability Developers' Forum in Santa Clara, Calif., recounted various experiences with standards development, but emphasized that standards development is not necessarily something that small companies have the luxury of focusing on - unless customers want them to. "

Read more in this article from EETimes.com.

When You Need a Small Business Attorney

"Growing businesses operate lean by necessity and intelligent business owners never spend money they don't have to spend. This frugality can be both a blessing and a curse. A spendthrift company quickly burns through its cash and disappears from the competitive landscape while the frugal company persists. The frugal business goes too far however when it ignores critical elements such as proper legal assistance. This critical legal work is a bit like insurance, the up front fees can seem daunting, but are far less so when compared to the long-term liability created by their absence.

When you need an attorney

There are a number of undertakings a business should not enter without consulting an attorney. These can include, but are not limited to:


Incorporating your business - you can choose the 'one-size fits all' pre-packed incorporation, but it will invariably come back to haunt you. Both an attorney and an accountant should help at this critical stage to ensure your business is structured properly. It will cost more at the outset but is the economical choice in the long-term.

Raising capital - both federal securities law and...banking law make raising money a task business should never enter without consulting an attorney skilled in securities law. The pitfalls are deep and expensive.

Intellectual property - Your competitive advantage is critical to your success and if that advantage is not properly protected your competition can walk away with your ideas. Many business owners are unfamiliar with what can and cannot be protected in their business yet need to understand the scope, value, and defensibility of their intellectual property. This property is more than just patents. It includes trademarks, trade secrets, and copyrights.

Employment law - Many growing businesses cut corners in the human human resources department and often only worry about this area of the business or contact an attorney when suddenly facing a lawsuit from a disgruntled ex-employee. It is important to understand your obligations as an employer and discuss these with an attorney prior to adding to your staff. It is absolutely essential to engage an attorney prior to firing an employee.
There are of course many other areas where an attorney may become necessary ranging from contracts with suppliers or alliance partners to negotiating lease or buy agreements for your new office. Attorneys should be involved in any business ownership issues, sales tax issues, and should help address any interface your business has with privacy laws."

Read more in this Invest Nebraska article.

Seven Habits for Business Success

"Plan Thoroughly...

To plan better, develop the habit of asking and answering the following questions:

What exactly is my product or service?
Who exactly is my customer?
Why does my customer buy?
What does my customer consider value?
What is it that makes my product or service superior to that of my competitors?
Why is it that my prospective customer does not buy?
Why does my prospective customer buy from my competitor?
What value does he/she perceive in buying from my competitor?
How can I offset that perception and get my competitor's customers to buy from me?
What one thing must my customer be convinced of to buy from me, rather than from someone else?...
Get Organized Before You Get Started...
Find the Right People...
Delegate Wisely...
Inspect What You Expect...
Measure What Gets Done...
Keep People Informed..."

Read more in this entrepreneur.com article.

IRS Targets Small Businesses on Self-Employment Tax

"The Internal Revenue Service is targeting small businesses. Concerned about widespread noncompliance with employment tax rules, the IRS in February unveiled a new form for filing employment taxes, it hopes will simplify payroll tax reporting and reduce errors.

The IRS also hopes the new form will make it easier for auditors to spot inappropriate transactions and questionable reporting as they step up their auditing efforts of small businesses. According to Financial-Planning.com, among the specific targets on the audit list are:

S Corporations. Some taxpayers appear to be structuring businesses as S corporations so they can pay themselves low salaries, which are subject to payroll taxes, and pay out the company's remaining profits as corporate dividends, which are not subject to payroll taxes. According to the IRS this is inappropriate tax avoidance because the low salary does not reflect the economic reality of the worker's contribution to the business. Under the tax code, the IRS has the power to re-allocate income to better reflect the economic reality and to collect related payroll taxes, penalties and interest."
Read more in this accountingweb.com post found via this ESD post.

4/07/2005

How Limited Liability Companies (LLCs) are Taxed

"An LLC is not a separate tax entity like a corporation; instead, it is what the IRS calls a 'pass-through entity,' like a partnership or sole proprietorship. All of the profits and losses of the LLC 'pass through' the business to the LLC owners (called members), who report this information on their personal tax returns. The LLC itself does not pay federal income taxes, but some states do charge the LLC itself an annual state tax."

From more details, see this summary from nolo.com.

4/06/2005

Adam's Advice for High Tech Startup Entrepeneurs

"1. Before getting too excited about your latest idea, ask yourself if it's a project, a product or a company…

2. Outsource HR. HR scales up but does not "scale down," and therefore it's a great candidate for outsourcing...

3. Recruit for skills, not titles. For the first couple of years…you want to recruit people with many skills and who are comfortable wearing many hats…A tech person who can only "do software" is a classic disaster-- she also needs to know how to raise money…Power politics is destructive…you want to be careful not to "hire your friends"...

4. When you first get going, the order in which you hire people is a critical success factor…my preferred order of hiring is:

1) prototype product engineer. You need someone who can bang out a prototype, suitable for raising money…

2) early stage product manager. Next, you need someone (or a team) who knows how to design a prototype. Almost invariably, this is one of the founders.

3) general business manager with startup experience....

4) legal. You need this early on, and it should be outsourced. If you have a good idea, there are terrific lawyers...who specialize in representing startups…

5) business development. As soon as the prototype is fleshed-out enough to sell, you need a busdev person to get some customers, if only to get feedback about the product. Revenue also helps to close financing…

5... Turnover should be absolutely minimized. First, it makes for a crappy culture-- a revolving door reminds people of the impermanence of a startup and it makes people feel personally at risk. Second, recruiting takes a lot of time; turnover doubles that. Third, it means that your intellectual property and/or business ideas/lessons are walking out the door, possibly to competitors.
That said, the turnover paradox is that double-digit percent turnover (per year) is healthy... turnover is critical for attracting, retaining and motivating top talent and reducing politics. When underperformers are coddled, the overachievers start whispering in the halls and whining in private. This is no fun for anyone...

6. early VC fundraising. Fundraising is a form of sales...It pays to learn the dynamics inside VC firms. For example, VC firms typically require two senior partners to drive a deal through. Junior partners don't count, for example. Thus, once you woo a senior partner, expect to have to get a second one excited before the partner meeting.

7. angel fundraising…Avoid putting in your own money. A certain amount is healthy, but...you want as many people rooting for your success as possible. Outside investors also provide a more objective view on your company, and act as a measure of success. Having many "smart money" outside investors looks great; having a CEO self-fund the company buys you nothing. Finally, outside investors help with leads-- sales, fundraising and recruiting.

8...Recruiting is the single biggest determinant for success, with the people you hire literally being the DNA of the company... Here's some basic tips: (1) strategize: list reasons why people would join your venture instead of others, including reasons they wouldn't. Then, use this to source candidates…(2) treat hiring like a project, including realistic schedules, budgets, risk analysis, contingency plans, etc…(3) use pipeline management-- an ordered set of steps, with tracking of how candidates are getting through the process… (4) respect legal and ethical guidelines…The world is a small place, so be careful of your reputation in the hiring process…

9. corporate structure and cap table…Beyond under-capitalization, you have to keep a clean cap table-- you can't issue tons of shares to everybody. More subtly, preferred shares have to have reasonable preferences-- anti-dilution clauses, participation rights, etc. all need to be managed carefully. If you expect to raise money at ever-increasing valuations, don't expect the preferences to get gentler with later rounds of financing. Down-rounds and dilutive stock splits are morale-killers, if only because employees never have as large a stake as they want ("deserve").

10. It's true that lots of other things can be fixed-- so my last piece of advice is to get good corporate attorneys. One veteran's advice: your lead attorney should be at least 40 years old, because it's mathematically impossible to have enough experience otherwise. You also want attorneys who believe in you and your business, and will give you attention and priority. Treat your attorneys like board members, making sure to reinforce the future potential of the business-- but also take steps to make them look good (to friends, colleagues and family members) for representing you…Don't be afraid to ask questions, and check the answers with information on the internet."

For more great advice for technology startups, see this post by Adam Sah from which the foregoing was taken.

4/05/2005

Ten Franchise Purchase Red Flags

"Thinking about buying a franchise? Nolo has ten franchise red flags that should cause you to potentially consider investing your time and money elsewhere:

1. Questionable profitability.
2. High start-up costs.
3. Encroachment.
4. Lack of legal recourse.
5. Limited independence.
6. Royalty payments.
7. Inflated pricing on supplies.
8. Restrictions on post-term competition.
9. Advertising fees.
10. Unfair termination."

See this Business Opportunities Weblog post for the link to the Nolo article.

GEP Assists US Entrepreneurs to Set Up in the UK

The Global Entrepreneurs Programme (GEP) has appointed Toby Wilson Waterworth as a Dealmaker to provide guidance to U.S. entrepreneurs in setting up early stage companies in the United Kingdom. Wilson Waterworth is the fourth Dealmaker appointed by the GEP and the first with entrepreneurial expertise in the life sciences.

The GEP, a division of the U.K. Trade & Investment office, champions new business ideas by bringing together entrepreneurs and those who can best guide them towards success in the U.K. A unique and valuable aspect of the program is the "Dealmaker" model for mentoring life science- and technology-oriented start-ups. The Dealmakers are experienced, serial entrepreneurs who assist U.S. entrepreneurs by connecting them to a range of resources in the U.K. - notably, introductions to business, technology and financial networks. Often, the Dealmakers find entrepreneurs that are underserved by the U.S. venture capital market - and in so doing fill an important niche in the market.

The Dealmakers are the "bridge" between the government and entrepreneurs. For more information, please visit the Global Entrepreneurs Programme website.

4/04/2005

Stock Options for Board Members

"Several people have recently asked me variants on the question 'How should I compensate a board member in my young private company?'...

In general, I have a set of simple rules for board member compensation:

-0.25% to 1.00% vesting annually over four years
-Single trigger acceleration on change of control
-Clear understanding as to how the vesting will work if the board member leaves the board
-No direct cash compensation
-Reimbursements for reasonable expenses
-Opportunity to invest in the most recent financing"

See this post from Brad Feld for a detailed explanation of each item.

How an Investor Views a Patent

"When in investor considers a patent, he sees it as a venture filled with uncertainties. The uncertainties include: Is the patent valid? Can it be proven invalid? Can it be designed around? Will the device sell? What will it cost to make the device? What will people pay for the device? What is the best way to make the device? What sources are the best for parts and materials for the device? What kind of people will buy the device? How many people will buy the device? The more uncertainties there are, the more risk there is for an investor, and the less they are likely to pay for an invention, or to license the patent."

From this Patent Pending post.

Entrepreneur: Know Thyself

"To want, to desire to be an entrepreneur is like a thirst you can’t quench, a fire in your belly you need to tap into…you need to have your eyes wide open for the entrepreneurial path, a path of courage, a path of seeing what you’re made of, seeing what you can do."

--- Kaleil Isaza Tuzman, lead figure in the widely acclaimed documentary, Startup.com

Quoted in this Odyssey of the Mind post.

4/03/2005

Sub-S vs LLC: Self-Employment Tax Issues

This post from About.com addresses one of many issues involved in deciding between an S-Corp and an LLC as an organizational structure for an owner-operated small business:

"With an S-corp, you have to pay people - at least on paper - a fair market salary for the job they're doing. If the money's not there, you generally defer the salary. With an LLC, though, the owners are essentially self-employed.

So, if you make more money than fair market salary, in an LLC, you'll be paying extra employment taxes, because all of your income will come as "self-employment" income, whereas in the S-corp, anything over fair market salary is a profit distribution, not "wages", and only subject to your normal income tax, not employment taxes.

But paying more in employment taxes isn't necessarily a bad thing. Tracking and filing quarterly payroll taxes is a lot of recordkeeping, and it costs you time, and perhaps money, to do. On the other hand, with an LLC, you'll have to make your personal quarterly estimates, but you only have to actually calculate and file your self-employment tax with your personal tax return.

So purely based on taxation considerations, if you're expecting to make about fair market salary or less, you're probably better off with the LLC. If you expect profits to be enough higher than fair market salary to justify the additional payroll record-keeping costs, then S-corp makes more sense."

I was in prison and you visited me


pope-mehmet
Originally uploaded by TigerTigerTiger.


"One of Jesus' most essential teachings is that of forgiving "seventy times seven," and the Pope preached this message tirelessly. He also practiced it, and taught millions by his example.

On May 13, 1981, he was surprised by a gunman in St. Peter's Square and shot twice at near point-blank range. Narrowly surviving, he later visited his would-be assassin, Mehmet Ali Agca, in prison and personally assured him that he had forgiven him."

From this tribute -- Remembering Pope John Paul II -- from the Bruderhoff Community.

Myths About Doing Business

"There are a lot of misconceptions, myths, bad advice and outright lies about what it takes to be successful in business. And most of those are continually spread by people who have never gone into business for themselves. Unfortunately, some of them are spread by people who went into business, failed at their business, and then were looking for an excuse to shift the blame away from themselves. Regardless of where you heard them, you will no doubt be familiar with some of the following myths. You may even have been guilty of passing them along to someone else with the best of intentions. I used to believe several of these myself, but my own experience, and better yet, learning from others' experiences, I found that they were false. Let me share with you 15 of the most common myths about doing business.

In no particular order, they are:

1. To be successful you have to be first...
2. To be successful, you have to be cheaper...
3. I'm a good cook so I should start a restaurant...
4. The customer is always right...
5. If you build it, they will come...
6. It's a cool idea. Everyone will love this. That may be true, but will they be willing to spend any money on it?...
7. Ours is better so we'll be successful...
8. Adding more people to the project will make it go faster...
9. We're good friends. We will work well together / We should form a partnership...
10. Failure is bad. / Failure is the opposite of success...
11. Knowledge is Power...
12. Every customer is equally valuable...
13. Profit is all that matters in business...
14. Having more customers is better than having fewer customers...
15. Venture Capital and IPOs are good..."

Read more in this post from Ajarn's SQL Corner.

Patent Application Monitoring Service

According to the site, the US Patent and Trademark Office can take many months or years to act on an application. Rather than wait for the decision, you can subscribe for free to rss feeds at Freshpatents.com that feature the latest published US patent applications each week before the USPTO decision to grant/deny the application. You can then use this information for your business and technology intelligence needs.

4/02/2005

VCs are from No; Entrepreneurs are from Yes

"Bill Burnham has a great series (1, 2 & 3) on the Art of the VC No. Saying No is their business (from thousands of business plans to a handful of investments), and Bill explains how it's hard to say No, common ways of doing it and his reasonable approach. As an entrepreneur who has heard the word as much as anyone over the years, I thought I would chime in from the other side of the table....

Entrepreneurs are in the Yes business. The more you hear that word while cultivating relationships, the greater the valuation of your company. Same thing holds for hiring and selling your product. More critically, the enemy of the entrepreneur is time; and an increase in your Yes volume, provided you can make efficient decisions, the more time saved.

When you first start your business, all you hear is No. Accordingly you become conditioned to never accept it as an answer. As your business grows, Yes volume increases and eventually you start dealing with the sell-side in a delightful turn of the table...

So generally, how do I want people to say No to me?

Before you take the meeting -- for competitive, portfolio, structural, thesis, geography and other good reasons let's save each other time. Don't bring me in to educate you.

The "It's Not Me" No -- communicate if there is a barrier. VCs work in partnerships, and it's reasonable for a VC to say that he wants to do the deal (even when he is not entirely convinced), but needs to persuade his partnership -- when the VC works with you to do it...

The Constructive No -- I appreciate when VCs believe it is worth their time to learn what they don't know while making me a better entrepreneur... VCs have a keen eye for risk factors and can help you refine your pitch. To work through risk factors, the best VCs will introduce you to potential customers and partners. Not only can this help your business, but you get an understanding of what it is like to work with the VC."

From this Ross Mayfield's Weblog post.

Entrepreneurial Mistakes and How to Avoid Them

"John Osher has developed hundreds of consumer products...and came up with an informal list of "16 Mistakes Start-Ups Make"—since expanded to 17—that has been used in a Harvard Business School case study, has been cited in many publications, and has become a part of what he teaches budding entrepreneurs in his frequent university lectures..."

To home in on what lies behind the 17 mistakes, Osher explained in this Entrepreneur.com article what they are and how you can learn from them to achieve your own level of perfection.

Mistake 1: Failing to spend enough time researching the business idea to see if it's viable.
Mistake 2: Miscalculating market size, timing, ease of entry and potential market share.
Mistake 3: Underestimating financial requirements and timing Mistake 4: Overprojecting sales volume and timing.
Mistake 5: Making cost projections that are too low.
Mistake 6: Hiring too many people and spending too much on offices and facilities.
Mistake 7: Lacking a contingency plan for a shortfall in expectations.
Mistake 8: Bringing in unnecessary partners.
Mistake 9: Hiring for convenience rather than skill requirements.
Mistake 10: Neglecting to manage the entire company as a whole.
Mistake 11: Accepting that it's "not possible" too easily rather than finding a way.
Mistake 12: Focusing too much on sales volume and company size rather than profit.
Mistake 13: Seeking confirmation of your actions rather than seeking the truth
Mistake 14: Lacking simplicity in your vision
Mistake 15: Lacking clarity of your long-term aim and business purpose.
Mistake 16: Lacking focus and identity.
Mistake 17: Lacking an exit strategy.

5 Tips to Get You on the Right Track
Here are Russo's five things start-ups should do:

1. Know your goals for the venture.
2. Recruit and hire the best people.
3. Develop a forgiving strategy.
4. Be honest with yourself
5. Commit to the business.

4/01/2005

Negotiating a Franchise Agreement

"When it comes to making changes to their franchise agreement certain franchisors will negotiate terms of their franchise agreement while others will not...

Franchisors are not able to simply change provisions in a franchise agreement but rather are guided by franchise regulations, state statutes and sound business practice. However, certain provisions can be negotiated and changed...

Before you even arrive at the point of actually negotiating your franchise agreement there is a process that you’ll need to follow.

1. Engage An Experienced Franchise Attorney To Review The Agreement...

2. Confirm That The Franchisor Will Negotiate Terms Of The Agreement...

3. Recognize That Certain Terms Are Non-Negotiable
Items such as royalty fees, territory size, termination provisions, length of the agreement, non-competes and legal venue are examples of what are considered the “untouchable” provisions...

4. Focus On The Important Points In The Agreement...

Examples of these provisions include:

A. Restrictions on products and services that you wish to sell.
B. Marketing or selling in “open” territories.
C. Indemnification Provisions.
D. Advertising.
E. The Transfer and Assignment Section.

From this franchisetrade.com article.

3/31/2005

The Secret to Entrepreneurial Success: Bootstrapping

"The advice I’d give to anyone wanting to start a company today would be just the opposite of what they tell you in B-school. I’d tell you to “Bootstrap” it.

I define “Bootstrapping” as the act of starting a business with little or no external funding. Bootstrappers don’t write lengthy business plans, chase deep-pocketed investors, or indulge in overly academic market research exercises. Instead, they focus all of their considerable energy, brainpower, determination and skills on creating a business that can actually succeed in the real world.

In fact, I can offer at least eight solid reasons why Bootstrapping will consistently deliver better results than the “fund-and-burn” model that has become entrenched in Silicon Valley and elsewhere:

1. Bootstrapping ensures that you build your business on a legitimate, real-world value proposition...
2. Bootstrappers initiate the critical sales learning process sooner, not later...
3. Bootstrappers don’t waste money; they make it...
4. Bootstrapping accelerates time-to-market and time-to-profitability...
5. Bootstrappers are less likely to make big, fatal financial mistakes...
6. Bootstrappers are forced into unconventional thinking...
7. Bootstrappers have more freedom and flexibility...
8. Bootstrappers wind up owning much, if not all, of what they create."

Read more in this SandHill.com article.

3/29/2005

Immigration Regulations Encourage Offshoring

According to this InfoWorld article, the immigration policies and procedures of the United States encourage offshoring, stating:

"Why go through the expense - including not just the visa fees but also the legal fees needed to process the visas, the time it takes to get new employees trained and up and running, plus the uncertainty, delays, and lack of permanency of investments you may have made in hiring foreign workers - when you can just contract a company outside our borders and still get most of the benefits of having the best and the brightest working for you?"

Corporate Blogging Risks and Policies

"Corporate blogs, it seems, are everywhere. If you think of blogging as something your employees do on their own time, and shudder at what they might be saying about your company, you’re not alone. Until recently, corporate America knew blogging primarily as a difficult employment issue, one that led to several high-profile terminations when employees posted material on their personal blogs that companies deemed offensive or detrimental to the company’s interests. But now more and more businesses – including Microsoft, Google, Yahoo and Ask Jeeves, to name just a few – have realized that company-sponsored blogs offer a means of communicating with their customers and other constituencies in a direct, informal and participatory way. The basic idea is that some or all employees are allowed to post comments on company-sponsored blogs. The public can access these blogs and generally (but not always) can post their own comments too.

While corporate blogs offer novel opportunities, they also present significant legal risks...To minimize the risks, companies should carefully consider their blogging strategy and take proactive steps to minimize potential exposure. Such steps may include:

Creating a written policy for employees that sets out clear guidelines for corporate blogging and raises awareness about possible pitfalls. Companies may wish to have separate guidelines for employees’ discussion of the company in their personal blogs.

Establishing terms of use for the corporate blog and posting appropriate disclaimers that limit the company’s liability for third-party statements and other claims.

Regularly monitoring the corporate blog for content that violates terms of use, employee policies or applicable laws.

Taking the steps required to qualify for the safe harbors available under the Digital Millennium Copyright Act.

Ensuring that any personal information gathered from users via the corporate blog is handled in compliance with applicable privacy laws and the applicable privacy policy.

Archiving corporate blog content in a well-organized and readily available form."

From this Howard Rice alert via this VentureBlogpost.

Open Source Software Primer

"The goal of this paper is to help the reader gain a basic understanding of the differences between open source and commercial software in terms of some of the practical implications of each and some of the broader issues that software developers, governments and commercial enterprises might want to consider in terms of their own policies and acquisition activities, all bearing in mind not only the immediate costs and benefits, but also the longer range implications of how their decisions today will affect their economies and their standing in the world technology market tomorrow."

Via this I/P Updates post.

Grokster Supreme Court Battle Set

"The U.S. Supreme Court will hold a landmark hearing Tuesday in MGM v. Grokster, an intellectual property case that will help set the legal boundaries for copying files from the Internet.

The case pits the entertainment industry against companies that offer file-sharing services. A group of 28 movie and record companies are fighting StreamCast (the distributor of Morpheus) and Grokster, the peer-to-peer software firms.

Tuesday's hearing is part of an appeal by the entertainment industry of a federal judge's ruling last year in the case against the file-sharing firms. The judge found that the defendants shouldn't be held liable for end users committing copyright infringement, citing the 1984 Sony Betamax case, where Sony won the right to sell its home video tape recorder while the movie industry fought to ban VCR sales.

The stakes are high. The most famous file-sharing company, Napster, nearly collapsed as a result of protracted battles with the entertainment industry. Judges found that because Napster maintained centralized servers and facilitated searches for individual songs, the company was liable for policing content.

The companies involved in Tuesday's hearing offer a decentralized network and are therefore blind to users' activities. The case will likely be determined by the summer."

Read more in this RED HERRING article.

3/28/2005

Who Owns Your Software? Without a Written Agreement, the Software Developer May

This DeveleperDotStar.com article stresses the absolutely essential requirement that written agreements be entered with independent software developers, preferably prior to their beginning work, stating:

"Businesses all over the United States hire software developers to create software that offers a competitive advantage or cuts operating costs. Frequently both business owners and software developers enter into these agreements to develop software without addressing the issue of copyright. How does copyright law apply to these kinds of agreements, especially in cases where copyright ownership is not addressed explicitly? Who owns the software?...

Copyright ownership is critical, since the copyright owner will have the exclusive right to reproduce, distribute, and create a derivative work (among other rights)...

The Federal law addressing this situation is entitled The Copyright Act of 1976, 17 USC 201(a). The general rule is that the author of the work owns the copyright. The Copyright Act, however, contains an important exception called the "work for hire" doctrine. If the facts establish that the "work for hire" doctrine applies, the person for whom the work was created (in this case the shop owner) would own the copyright. The "work for hire" doctrine applies when employees create works within the scope of their employment or a situation where a certain type of work is specially ordered or commissioned by which an express agreement is to be considered a work for hire..."

The article continues by referring to this copylaw.com piece that states:

"For a work created by an independent contractor (or freelancer) to qualify as a work for hire, three specific conditions found in the Copyright Act must be meet:

1. the work must be "specially ordered" or "commissioned." What this means is the independent contractor is paid to create something new (as opposed to being paid for an already existing piece of work); and

2. prior to commencement of work, both parties must expressly agree in a signed document that the work shall be considered a work made for hire; and

3. the work must fall within at least one of the following nine narrow statutory categories of commissioned works list in the Copyright Act:

(1) a translation, (2) a contribution to a motion picture or other audiovisual work, (3) a contribution to a collective work (such as a magazine), (4) as an atlas, (5) as a compilation, (6) as an instructional text, (7) as a test, (8) as answer material for a test, (9) or a supplementary work (i.e., "a secondary adjunct to a work by another author" such as a foreword, afterword, chart, illustration, editorial note, bibliography, appendix and index)."

Software does not fall under any of these categories, making essential a written agreement spelling out the ownership of copyright.

3/26/2005

Ten Tips for Perfecting Your Elevator Pitch

The point of an “elevator pitch” is to get your prospects interested enough in your company to get their card or refer you to someone else who might be. You don't need to reel them in; you just need to get them on the hook.

Here are 10 ways to make sure your pitch gets a nibble from a big one.

1. Be Concise...
2. Solve a Problem...
3. Tell Them What They Want to Hear: Describe your product or service and its benefits succinctly. Depending on your audience, you may also have to:

define and size the market
explain how you’re going to make money
tell who is behind the company and
frame the competitive landscape and your advantage in it.

4. Speak in Plain English...
5. Grab the Listener's Attention...
6. Ask Qualifier Questions....
7. Tailor Your Pitch to Your Audience:

To investors, the pitch focuses on your team and how you plan to make money.
To customers, your focus should be on the problem you can solve for them.
Potential partners want to know what you're building, why it's important, and why you’re going to be a success.

8. Show Your Passion...
9. Conclude With a Call to Action...
10. Tell a Consistent Story..."

From this article from Stengel Solutions.

3/24/2005

Oscar Romero, Shepherd of the Poor, Mourned


Archbishop Oscar Romero
Originally uploaded by TigerTigerTiger.
"In 1980, in the midst of a bloody U.S.-funded war the UN Truth Commission called genocidal, the soon-to-be-assassinated Archbishop Oscar Romero promised history that life, not death, would have the last word. 'I do not believe in death without resurrection,' he said. 'If they kill me, I will be resurrected in the Salvadoran people.'

On this 25th anniversary of his death, the people will march through the streets carrying that promise printed on thousands of banners. Mothers will make pupusas (thick tortillas with beans) at 5 a.m., pack them, and prepare the children for a two-to-four hour ride or walk to the city to remember the gentle man they called Monsenor.

Oscar Romero gave his last homily on March 24. Moments before a sharpshooter felled him, reflecting on scripture, he said, "One must not love oneself so much, as to avoid getting involved in the risks of life that history demands of us, and those that fend off danger will lose their lives." The homily, however, that sealed his fate took place the day before when he took the terrifying step of publicly confronting the military."

Read more in this article: Oscar Romero: Shepherd of the Poor.

Why VCs Often Say No to Inventors

"In general, we're going to decline opportunities for a couple of reasons. First of all, no matter how clever and elegant an invention might be, it's not likely to be a commercially viable innovation unless the value proposition to the targeted user is powerful. In the incredibly competitive world of consumer products, the value proposition of most inventions is insufficient. Secondly, for some inventions and inventors, we simply can't add enough value to warrant our receiving our targeted return on investment."

From this Dispatches Weblog post.

Programmers Use Clones to Bypass Red Hat Linux fees

"It took Red Hat 16 months to produce the newest version of its premium Linux product, which went on sale in February for as much as $2,499 per computer per year.

It took a group of programmers less than two weeks to release a free clone. But the move could help Red Hat as much as it appears to hurt it. "

From this CNET News.com article via this Jeff Nolan post.

Is Your Staff Helping You Stay Out of Jail?

"Company directors are increasingly leaving themselves at risk from prosecution by failing to comply with tightening regulation.

From the use of illegal software to the presence of copyrighted materials on the network and the failure to meet requirements under legislation such as Sarbanes-Oxley, directors are putting their necks on the line and their own staff aren't helping.

It seems end users will always be the weakest link in the chain – with illegal software a particular favourite among staff seemingly intent on landing their bosses in legal hot water.

John Lovelock, director general of the Federation Against Software Theft said: 'We would like employees to think carefully about downloading copies of software without paying for it. However, the responsibility for their actions can rest with the directors and officers of their organisation. Theft is theft and will be treated accordingly.'

Lovelock added: 'Corporate liability is something that management cannot afford to gloss over. It will come back to bite them.'

Similarly employees can undermine compliance at the press of a button..."

Read more in this article from silicon.com.

Hourly Billing Alternatives

This post from The Accounting Blog via this Matt Homan post explains why hourly billing sucks:

"1) Customers hate it... The simple truth is that nobody likes hourly rates, except the CPAs and lawyers who charge them.

2) Total cost: unknown. With hourly billing the customer has no idea what their total cost will be- they only know they hourly rate...

3) "Berlin Wall" of communication. With hourly billing, people are reluctant to ask...questions because they know that the meter is always running"

Alternatives to hourly billing that I often use in my practice include:

Fixed or Flat Fee
Variations On Standard Contingency Fees
Blended Fees
Budgeted Fees

explained here;

Discounted Hourly Fees
Maximum Fees
Unit Fees

reviewed here;

Retrospective Based on Value
Relative Value

explicated here; and

Equity Based Fees

mentioned here.

New Subchapter S Election Form Issued

The United States Internal Revenue Service issued a new Form 2553, Election by a Small Business Corporation. The revised instructions can be found here.

Via this post from Tax & Business Law Commentary.

Consider Motivating Employees with Stock Options

"Business owners can generally offer two different kinds of employee stock option programs to their employees: incentive stock options and non-qualified stock options.

Incentive stock options allow employees to avoid paying taxes on the shares they own until those shares are sold. This provides a deferred-tax incentive for employees, which is another nice benefit. In some cases, the employee may also qualify for a long-term capital gains tax option.

Non-qualified stock options do not share the tax benefits of incentive stock options. However they do have the benefit of being more easily transferred to children than do their incentive stock option counterparts...

If you do decide to offer a stock option program for your employees, your first step should be to consult a professional financial advisor who can guide you through the process and make sure your programs conforms to federal and state laws."

From this Gaebler Ventures article.

3/23/2005

Don't Overlook Disaster Recovery Licensing Issues

"Whether you choose to use host-based disaster recovery (DR) software or hardware-based systems, you will need to be sure of your software licensing on both sides of the DR plan, well ahead of an actual disaster. Failing to ensure that you have the proper licensing could result in your DR system failing to function as expected, or in significant fines and other penalties. Many different factors come into play when discussing software for DR, which makes it an often-overlooked aspect of the DR planning process.

Get the appropriate licensing for backup/recovery facilities...

Find out licensing requirements of "standby equipment"...

Check licensing agreements for application software.."

Read more in this techrepublice article.

Recruiting for Biotechnology Careers

"The innovative, high growth, R&D intensive biotechnology industry is especially reliant on skilled and experienced individuals to enable and guide biotechnology company development and commercial success. There is a need for individuals with skills and expertise in a wide variety of disciplines. Recruiters and job seekers will find this industry profile useful for developing an understanding of the biotechnology industry, where the opportunities lie, and how to capitalize on them."

From this post from about.com.

3/22/2005

Open Source Software Comes with Legal Risks

"Along with the many benefits of open source...come a number of risks. Perhaps the most obvious risk is potential liability for intellectual property infringement. The typical open source project is a grass-roots effort that contains contributions from many people. This method of development can be worrisome from an intellectual property standpoint because it creates multiple opportunities for contributors to introduce infringing code and makes it almost impossible to audit the entire code base...The typical license form does not include any intellectual property representations, warranties or indemnities in favor of the licensee; it contains a broad disclaimer of all warranties that benefits the licensor/contributors.

Even if such representations and warranties or indemnity obligations existed in open source license agreements, it would be difficult if not impossible to recover against the licensor for having licensed infringing code. Many of the most prominent open source projects appear to be owned by thinly-capitalized non-profit entities that do not have the financial wherewithal in most cases to answer for a massive intellectual property infringement suit...

Open source licenses also do not contain the kinds of representations and warranties of quality or fitness for a particular purpose that commercial software vendors sometimes negotiate into agreements among themselves...Some open source software projects, such as the Linux initiative, have one or more stewards who monitor code quality and track bugs. Other initiatives, however, are really more the product of weekend and after-hours hobbyists and do not enjoy the same code quality and rigorous testing protocol. Without contractual commitments of quality or fitness, the licensee must accept the risk that the software contains fatal errors, viruses or other problems that may have downstream financial consequences.

Companies looking to build a business on open source software also need to consider the problems associated with creating derivative works. Some open source license forms, such as the GPL, require licensees to provide free copies of their derivative works in source code form for others to use, modify and redistribute in accordance with the terms of the license agreement for the unmodified program. This licensing term is advantageous for the free software community because it ensures that no for-profit company can "hijack" the code base from the community. On the other hand, this licensing term makes it very difficult for companies in the commercial software business to use such open source software as a foundation for a business. These companies must be concerned that their "value added" programs might some day be viewed as "derivative works" and need to be made available to the world in source code form for free."

From this ABA overview found via this extensive collection of open source resourcesfrom DennisKennedy.com.

So, Like, is "So" the new "Like"?

"For years now adults have been unable to understand the teenage wonder, the bliss, the simplistic genius of the word 'like.' The valley-girl word that made the '90s great, that replaced 'said' and signaled hyperbole or understatement was a staple of our youths. Placed by many adults on the irreverence-o-meter at the same level as gum-smacking, it continues to ruin job interviews for many college graduates even to this day. However, the times appear to be changing: the upstart of a word 'so' actually seems to be encroaching dangerously on the territory of the once ubiquitous 'like.'"

Read more in this entertaining article by Princeton undergrad, Laura Berner.

Small Businesses Need "Premaritial Agreements"

"Every business needs a 'premarital agreement' that covers what happens when an owner wants out.

Many, if not most, LLC owners overlook a critical element of their operating agreement that can save them both money and angst: 'buy-sell,' or 'buyout,' provisions. When you have buy-sell provisions for your operating agreement, you and your co-owners can prepare for events that have been the downfall of more than a few successful small businesses -- namely, the death, divorce, bankruptcy or retirement of one of the owners."

Read more in this findlaw article.

3/20/2005

To Estimate the Size of an Emerging Market

"Growthink calls the first approach 'peeling back the onion.' In this approach, we start with the generic market (e.g., the coffee market) that that company is trying to penetrate, and remove pieces of that market that it will not target. For instance, if the company created an ultra high-speed coffee maker that retailed for $600, it would initially reduce the market size by factors such as retail channels (e.g., mass marketers would not carry the product), demographic factors (lower income customers would not purchase the product), etc. By peeling back the generic market, you eventually will be left with only the relevant portion of it.

The second methodology requires assessing the market from several angles to approximate the potential market share, answering questions including:

Competitors: who is competing for the customer that you will be serving; what is in their product pipeline; once you release a product/service, how long will it take them to enter the market, who else may enter the market, etc.

Customers: what are the demographics and psychographics of the customers you will be targeting; what products are they currently using to fulfill a similar need (substitute products); how are they currently purchasing these products; what is their degree of loyalty to current providers, etc.

Market factors: what other factors exist that will influence the market size - government regulations; market consolidation in related markets, price changes for raw materials, etc.

Case Studies: what other markets have experience similar transformations and what were the customer adoption rates in those markets, etc. "

From this BusinesKnowhow article by by Dave Lavinsky, President, Growthink.

3/19/2005

US Government Ready To Issue 20,000 Extra H-1B Visas

"A new law lets into the country an extra 20,000 foreign workers who earned graduate degrees here, but those receiving the additional work visas won't necessarily need to hold master's and doctoral degrees.

That's because holders of more than 20,000 of the 65,000 H-1B visas granted for fiscal year 2005 hold graduate degrees from American colleges and universities. And government authorities decided to designate 20,000 people from the original 65,000 as those covered by the law, which was enacted by Congress in December."

From this InformationWeek article.

Small-Business Retirement Plans

"It's easy to neglect setting up a retirement plan when you own your own business. With so many existing administrative tasks--payroll taxes, health insurance benefits, bookkeeping--adding one more benefit may seem overwhelming.

But retirement creeps up on you much faster than you'd expect. Setting up a retirement plan is essential--and the sooner, the better.

What Are Your Options?...

Simplified Employee Pension) Plan...
Profit Sharing Plan...
Money Purchase Plan...
401(k) Plan...
Paired Profit Sharing and 401(k) Plan...
SIMPLE (Savings Incentive Match Plan for Employees) Plan...
Pension (Defined Benefit) Plan...
Paired Defined Benefit and Defined Contribution Plan..."

Read more including the pros and cons of each option in this article from Forbes.com.

Discussion of the Embedded Patent Attorney

Interesting discussion going on about the concept of the embedded patent attorney as in this post from Matt Buchanan. I must take issue, however, with this assertion by Russ Krajeck that "the patent attorney has much more propensity than any other specialty" to become "embedded" in a client's business.

I agree with the position of Matt Buchanan that the concept of becoming embedded applies to other legal specialties. As a business and technology attorney who focuses on transaction work, becoming deeply conversant with my clients' businesses is what I do every day.

Audio Conversation Regarding the Well Utilized Business Lawyer

I was privileged to have been a guest and interviewed last week on SMB Trendwire: Audio Conversations with Small Business Experts. The topic of our conversation was the "The Well Utilized Business Lawyer." You may listen to me discuss legal issues important to small businesses and how and when to make effective use of a business lawyer as part of "the team" by clicking here.

The Economics of Open Source Software

This paper by Aaron Schiff "reviews the recent literature on the economics of open source software. Two different sets of issues are addressed. The first looks at the incentives of programmers to participate in open source projects. The second considers the business models used by profit-making firms in the open source industry, and the effects upon existing closed source firms. Some possible future research directions are also given."

3/17/2005

Sample Business Plans Index

This index from the Carnegie Library of Pittsburgh lists types of small businesses and a corresponding sample business plan, profile or book about the business with sources provided after each entry.

Via this post from Marcus P. Zillman.

When You Need Venture Capital, When You Don't

From a post by A VC:

"I sometimes do a class at NYU's Stern Business School called 'Venture Capital, When You Need It, When You Don't'. I make the point in this class that Venture Capital is the wrong source of capital for the vast majority of entrepreneurial ventures.

Here is the powerpoint I use when I teach the class. If you are thinking about raising venture capital, give this a read and think hard about it before you start the process."

3/16/2005

Thirty Book MBA in Entrepreneurship

"As inspired by Seth's Blog: Part of the 30?, a a modest suggestion of 30 books to get you pointed in the right direction for an MBA in Entrepreneurship"

Hosted Software Applications Moving to the Forefront

"Outside of lower costs, three other developments have helped make software as a service much more attractive. First, developers have created new applications that have been engineered from the ground up to be offered as a hosted service and even many existing applications have been re-engineered to make them more "hosting-friendly".

Second, the advent of XML and web services has made it easier for companies to integrate hosted applications and data into their own legacy systems. From a technical perspective, this has removed one of the last major drawbacks of hosted software. And finally, 10 years of exposure to the web has made many corporate managers much more comfortable with the idea of hosted-applications. Even many IT managers, who at first resisted hosted applications as a potential threat to their jobs and influence have now warmed up to hosted-apps as a way to quickly meet business unit needs without adding significant costs to their own organization. For many developers, selling a hosted software solution is now an easier and faster process than selling installable code.

On the strength of these developments, 2005 may very well turn out to be the year that software as a service goes from being an alternative means of delivering software to being the preferred means."

Read more in Burnham's Beat post.

Three Business Plan Essentials

What should every business plan include, no matter what?

"1. Specific milestones, with deadline dates, spending budgets and a list of the people responsible for them. I've seen this called 'weaving a MAT,' with MAT standing for 'milestones, assumptions and tasks.' That normally goes into Section 5, Strategy and Implementation. Make the responsibilities specific for specific people, and make sure every task gets assigned to a single person with a name and a face. This section must describe how these different milestones are going to be tracked and measured.

2. Real cash flow. Your plan should show cash flow--either projected or actual or both--month by month for at least 12 months. Show where you're getting money and how much, and show what you're spending the money on. This is cash flow, not just profit and loss, and you have to understand how different cash flow is from profits. Profitable companies go under all the time, but companies with positive cash flow can pay their bills.

3. Focus. A business plan should establish your company's priorities. Don't try to do everything, and don't try to please everybody."

From this entrepreneur.com article.

A Guide to Forecasting Startup Expenses and Revenues

"Forecasting business revenue and expenses during the startup stage is really more art than science. Many entrepreneurs complain that building forecasts with any degree of accuracy takes a lot of time--time that could be spent selling rather than planning. But few investors will put money in your business if you're unable to provide a set of thoughtful forecasts. More important, proper financial forecasts will help you develop operational and staffing plans that will help make your business a success."

This article from entrepreneur.com explains how to build financial forecasts when you're just getting your business off the ground and don't have the luxury of experience.

3/15/2005

Stanford's Approach to Software Licensing

"University ownership in software is generally covered by a university's copyright or patent policy. The disposition of title and royalties are complex issues and depend on the actual intellectual property protection for the particular software."

For more on how Stanford takes technology developed in their environment makes it available to the private sector or builds companies out of it read this article by Katharine Kufound via this post by Jeff Nolan.

Small Businesses Avoid Lawsuits Using the STA Method

"Avoiding lawsuits altogether...is the only way small businesses can protect themselves. Though there is no magic bullet to ensure that, there are steps business owners can take. Caffey proposed what he calls the 'STA method:' skills, tools and accountability.

Skills: Small business owners need to learn how to handle disputes more effectively, preventing the disputing party from suing in the first place. 'At the beginning of every lawsuit or potential lawsuit is a lost opportunity to resolve a basic dispute,' he says.

Tools: Small business owners should take advantage of tools available to keep them out of court, including contracts, mediation ('the greatest dispute resolution tool ever invented'), arbitration and warning notices.

Accountability: 'An accountable organization seeks business solutions to its business disputes and strives to improve its relationships with those who have a complaint,' rather than avoiding or denying such claims, Caffey says. It also refuses to see itself as a victim but rather takes responsibility for its own role in a dispute and seeks proactive ways to solve them, rather than just looking for someone else to blame. "

From this BizNewOrleans:article via this ESD post.

Bring in the SWOT team

SWOT analysis takes a look at Strengths, Weaknesses, Opportunities and Threats....

Strengths: What things do you do very well that are important to your business? What would be the impact if you applied those strengths to tangential and complementary activities?...

Weaknesses: How important are they once you’ve identified them? How can you strengthen those areas? How can you isolate their impact so that while they exist, they do little or no harm? What might happen if you ignore them?...

Opportunities: Where are the low hanging fruit? Where might a modest improvement make a significant impact? What aren’t your competitors doing that you can for competitive advantage? What do your customers want that will improve their experiences with you? Can you exceed their expectations?...

Threats: What are the threats? What might their impacts be? Can they be avoided? At what cost? What if you ignore them? Can you achieve competitive advantage by preemptively addressing them?"

From this article by Frank Demmler.

3/14/2005

The Creative Problem Solving Process

"What is creativity? It's not the same as innovation. Creativity is the ability to generate appropriate, useful ideas that don't follow logically and analytically from the information available, It's the ability to know, in a complex world where most of the relevant decision-making information is unknown or unknowable, which ideas might work, might make sense. Innovation is the effective implementation of such ideas.

Both creativity and innovation are often the only ways to accomplish some of the most important value-imperatives in business:

Radically improving product or process quality, currency, design or throughput
Improving problem-solving or decision-making
Improving resource-use effectiveness
Improving new product development
Improving employee and customer satisfaction or motivation
Predicting the future"

Read more in this post from Dave Pollard in which "Dave looks at some accepted wisdom on the creative process, and adds some of his own."

Develop a Strong Opening for Your Next Presentation

"The easiest way of developing a strong opening for your next presentation, talk, workshop, or meeting is simply to create a compelling lead that you can say in thirty seconds. If you can say it in twenty seconds, even better.

The lead should be a short description of your service, product, company, or cause that your grandmother could understand. It must be clear, concise, and compelling. The world’s greatest business communicators have their leads down cold. You can, too...by crafting a lead that answers the following four questions in thirty seconds or less:

1. What is my service, product, company, or cause?
2. What problem do I solve (or what demand do I meet)?
3. How am I different?
4. Why should you care?

Answering these questions will help you start strong while giving the rest of your presentation a direction."

From this AlwaysOn article.

3/13/2005

Ten Tips Regarding Comparative Advertising

"Comparative advertising is an effective way to inform consumers about your product and how it compares to your competition. Competitors, however, are quick to respond to comparative advertising — no one wants the consuming public to think their brand is inferior.

Comparative advertising is entirely legal in the United States, but, as with any advertising, it cannot be false. The requirements of truthful comparative advertising are designed to protect the consuming public and ensure they can make informed purchasing decisions."

This article from Goodwin Procter LLP via Mondaq "will help you stave off challenges to your advertising or, if avoidance is not possible, to prevail in a challenge."

Should Software Vendors Be Liable for Flaws?

"Heightened concerns over security are leading many large companies to rethink the legal terms and conditions on which they purchase software. It has been fairly standard in the software industry to exempt vendors from liability for damages caused by flaws in their products.

For instance, vendors are contractually exempted from responsibility for damages that result from computer crashes or virus attacks that exploit faults in their software. Right now the push is coming from customers but some commentators suggest that there may be a need for regulation in the area.

Software vendors such as Oracle Corp., say they hope the industry can avoid regulation by responding better to customer demands for security. In the U.S., the changing attitudes are attributed to the tough new accountability and privacy rules such as Sarbanes Oxley and health information privacy."

From this Laws of .Com article.

Limiting the Costs of Obtaining IP Prtotection

"The first way to limit the IP costs is to be very judicious with the protection. For example, if a software program is to be licensed only in the form of object code, there may be many inventions that lie beneath the surface that cannot be detected by a competitor.

These ideas are best kept as trade secrets and not disclosed for two reasons. The first is that the disclosure has the effect of educating a competitor in how the product is built. The second reason, which is even more important, is that even if there was protection on the idea, it would never be able to detectable when a competitor used the idea. Detectability is one of the key parameters in whether an idea is appropriate for patenting.

The second reason is that in selecting which portion of a product to protect, it is not always necessary to protect every detectable idea. Often, there are one or two key ideas that any infringer would have to violate to copy the bulk of the product. Even if there are many patentable innovations in the product, there may be just one or two ideas that would be the highest priority.

Having whittled down the possible ideas to one or two patentable ideas, the next step is getting the patents issued.

There are several things that can reduce the cost of having patent issued."

Read more in this post from Anything Under the Sun Made By Man.

Ten Entrepreneurial Tips from Debby House

From the second installment of re:invention blog's 10 Tips for 10 Million WomenTM Saturday Feature, spotlighting woman entrepreneur, Debby House, Founder and CEO of The Adare Group (Chicago, IL), a strategy and profitability consulting firm comes these ten tips:

1. Solve your customer's critical problems...
2. Be externally focused...
3. Make quick, tough decisions...
4. Measure actions that generate profits...
5. Don't let the stock market run your company...
6. Innovate, Invest and Inquire
- Innovate: Creativity is cheaper in the long run than conformity
- Invest: It is risky but it generates long term profits
- Inquire: Curiosity produces innovation and reduces risk
7. Highly value customized products and services...
8. Only real profits pay the bills...
9. Don't let processes get in the way of profits...
10. Everyone must produce profits..."

A Bible Lesson from Warren Buffet

"I can’t resist mentioning that Jesus understood the calibration of independence [of corporate directors] far more clearly than do the protesting institutions. In Matthew 6:21 He observed: “For where your treasure is, there will your heart be also.” ...

Measured by the biblical standard, the Berkshire board is a model: (a) every director is a member of a family owning at least $4 million of stock; (b) none of these shares were acquired from Berkshire via options or grants; (c) no directors receive committee, consulting or board fees from the company that are more than a tiny portion of their annual income; and (d) although we have a standard corporate indemnity arrangement, we carry no liability insurance for directors. At Berkshire, board members travel the same road as shareholders.

Charlie and I have seen much behavior confirming the Bible’s “treasure” point. In our view, based on our considerable boardroom experience, the least independent directors are likely to be those who receive an important fraction of their annual income from the fees they receive for board service (and who hope as well to be recommended for election to other boards and thereby to boost their income further). Yet these are the very board members most often classed as “independent.”

Most directors of this type are decent people and do a first-class job. But they wouldn’t be human if they weren’t tempted to thwart actions that would threaten their livelihood. Some may go on to succumb to such temptations. Let’s look at an example based upon circumstantial evidence. I have first-hand knowledge of a recent acquisition proposal (not from Berkshire) that was favored by management, blessed by the company’s investment banker and slated to go forward at a price above the level at which the stock had sold for some years (or now sells for). In addition, a number of directors favored the transaction and wanted it proposed to shareholders.

Several of their brethren, however, each of whom received board and committee fees totaling about $100,000 annually, scuttled the proposal, which meant that shareholders never learned of this multi-billion offer. Non-management directors owned little stock except for shares they had received from the company. Their open-market purchases in recent years had meanwhile been nominal, even though the stock had sold far below the acquisition price proposed. In other words, these directors didn’t want the shareholders to be offered X even though they had consistently declined the opportunity to buy stock for their own account at a fraction of X.

I don’t know which directors opposed letting shareholders see the offer. But I do know that $100,000 is an important portion of the annual income of some of those deemed “independent,” clearly meeting the Matthew 6:21 definition of “treasure.” If the deal had gone through, these fees would have ended. Neither the shareholders nor I will ever know what motivated the dissenters. Indeed they themselves will not likely know, given that self-interest inevitably blurs introspection. We do know one thing, though: At the same meeting at which the deal was rejected, the board voted itself a significant increase in directors’ fees."

From the Berkshire Hathaway annual letter to shareholders available here in PDF format which is worthwhile reading in its entirety.

3/11/2005

SMEs Next Up for Offshoring

"Small and mid-sized businesses (SMEs) are poised to take up outsourcing and offshoring in increasing numbers, according to industry group the National Outsourcing Association (NOA).

Sanj Prabhakar, SME director of the NOA, said in the past most SMEs haven't had the 'internal expertise' to pursue outsourcing, especially to an offshore location. 'I'm talking about having full time employees to manage such an operation.'

Yet recently the pool of consultants with offshoring experience who are available to guide SMEs through the process has grown and the price model has come down in scale so smaller outsourcing deals can be accommodated, Prabhakar explained. "

From this post from silicon.com.

10 Steps to Stop Identity Theft

This MSN Money article identifies ten steps to take to safeguard your identity in a world of Dumpster divers, mail thieves and shoulder surfers. Plus: What to do if your identity is stolen.

Via this J-Walk Blog post.

Did You Post Your USERRA Notice Yesterday?

"March 10th was the 90th day following President Bush's signature to the Veterans Benefits Improvements Act, which among other things required employers to post notice about employees rights under the Uniformed Services Employment and Reemployment Act, better known (thankfully) as USERRA.

One of its requirements is that on the 90th day following the signing of the bill, employers are to post a USERRA notice, which the DOL has just in the nick of time posted on its website. For Secretary Chao's comments on the new posting check out the DOL news release."

For links to the form of notice and the DOL press release, visit this post by Michael Fox.

How to Start a Startup

"You need three things to create a successful startup: to start with good people, to make something customers actually want, and to spend as little money as possible. Most startups that fail do it because they fail at one of these. A startup that does all three will probably succeed."

Read more in this essay by Paul Graham via this Escape Velocity post.