Corporate & Securities Law

The World is Being Flattened

Posted on May 08, 2012
... by Ten Forces Collapse of Berlin Wall--11/89: The event not only symbolized the end of the Cold war, it allowed people from other side of the wall to join the economic mainstream. (11/09/1989) Netscape: Netscape and the Web broadened the audience for the Internet from its roots as a communications medium used primarily by 'early adopters and geeks' to something that made the Internet accessible to everyone from five-year-olds to eighty-five-year olds...

The MBA Oath

Posted on January 23, 2012
The MBA Oath is a voluntary pledge for graduating MBAs and current MBAs to ?create value responsibly and ethically.? The MBA Oath As a business leader I recognize my role in society. My purpose is to lead people and manage resources to create value that no single individual can create alone...

Business Plan Basics

Posted on October 05, 2011
What makes for a successful business plan? This post from Noah Parsons covers the essentials:"Executive summaries need to be short, direct, and provide an overview of the business opportunity ... A good plan will communicate what the business does, who the target market is, and what the potential upside is in no more than 5 sentences...

20 Startup Business Questions

Posted on September 29, 2011
1. Am I prepared to spend the time, money and resources needed to get my business started? 2. What kind of business do I want? 3. What products/services will my business provide? 4. Why am I starting a business? 5. What is my target market? 6. Who is my competition? 7...

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Corporate Governance Resources

Posted on August 30, 2011
PwC-Center for Board Governance NACD Board Leadership Conference 2011 CFOdirect CorpGov.net All About Boards of Directors SSRN: Governance, Corporate Control & Organization IFC Corporate Governance NASDAQ - Corporate Governance Resources Deloitte: Corporate Governance Stanford Rock Center for Corporate Governance Corporate Governance Research Program: Stanford GSB Corporate Governance Matters Presentations

Corporate Culture Defined

Posted on August 14, 2011
Good definition of corporate culture from Innovation Excellence: "Corporate culture is the set of assumptions, beliefs, practices, formal and informal rules and attitudes about how a company operates. Corporate culture evolves over time, and is both formal and informal...

Casey Anthony Jury Had No Choice

Posted on July 06, 2011
I have been asked to comment on the Casey Anthony trial. I did not follow the trial in detail as it was happening. I am not in a position to judge particular tactics used by the lawyers, nor am I able to offer my opinion on the adequacy of the evidence presented...

So You Want to Start a Business?

Posted on June 25, 2011
This Guide to Starting a Corporation from Fenwick & West offers a good overview of the process.

Startup Employment Agreement

Posted on June 20, 2011
This Startup Employment Agreement from Inc.com is used by startup companies to establish terms and conditions of their workers' employment. The agreement outlines compensation, benefits, policies, and rights for the employee and employer and is customizable for your company?s usage...

Leaders as Problem Finders

Posted on June 17, 2011
"Practicing problem-finding helps leaders spot and address emerging concerns while they are still manageable and before they turn into disasters...[Use]these seven steps... 1.Circumvent the gatekeepers ? get unfiltered information. 2.Become an ethnographer...

Top Ten Startup Legal Mistakes

Posted on June 11, 2011
# 10: Failing to incorporate early enough. # 9: Issuing founder shares without vesting. #8: Hiring a lawyer not experienced in dealing with entrepreneurs and venture capitalists. #7: Failing to make a timely Section 83 (b) election. # 6: Negotiating venture capital financing based solely on the valuation...

.XXX Domain Names - Get 'em while they're hot

Posted on May 18, 2011
"While traditional rights protection mechanisms, such as the Uniform Domain Name Dispute Resolution Policy (UDRP), will apply to .xxx domain names, and while ICM Registry has implemented a host of other protection mechanisms that will aid trademark owners seeking to combat infringing - or simply disparaging - use of valuable brands, trademark owners should consider 'pre-reserving' and/or defensively registering key ...

Mutual Non-Disclosure Agreement

Posted on May 16, 2011
This Mutual Non-Disclosure Agreement from Inc.com is a sample contract between two parties exploring a business opportunity of mutual interests, whereby the parties agree to treat disclosed information concerning the opportunity as confidential.

Creativity Begins with Little Bets

Posted on May 12, 2011
?The best way to predict the future is to invent it.? -- Alan Kay ?...Unleashing our creativity, however deeply it?s hidden, begins with little bets...concrete actions taken to discover, test, and develop ideas that are achievable and affordable...? "Becoming more comfortable with failure, and coming to view false starts and mistakes as opportunities opens us up creatively...

Yale Trivia Presentation

Posted on May 09, 2011
I was privileged on Friday night to be the representative of the Princeton Alumni Association of Western Pennsylvania at the Yale Club of Pittsburgh annual dinner. My role was to offer greetings and remarks ribbing or roasting the Yalies. I used a format from a Jeopardy-like game show that I have reproduced as a presentation...

Wild Game Dinner - Authentic Americana

Posted on April 03, 2010
Many thanks to the friendly people of the Chippewa Evangelical Free Church in Chippewa, Pennsylvania, for their gracious hospitality and yeoman efforts in creating the 11th annual authentic American traditional wild game dinner. Inspiring preaching; soft-sell, inviting evangelization; remarkably smooth service for 400 or more hungry western Pennsylvanians; turkey calls, fishing trips and other outdoors-oriented raffled giveaways; gleeful children with winning tickets; and a grand old time...

Wild Game Dinner - Authentic Americana

Posted on March 13, 2010
Many thanks to the friendly people of the Chippewa Evangelical Free Church in Chippewa, Pennsylvania, for their gracious hospitality and yeoman efforts in creating the 11th annual authentic American traditional wild game dinner. Inspiring preaching; soft-sell, inviting evangelization; remarkably smooth service for 400 or more hungry western Pennsylvanians; turkey calls, fishing trips and other outdoors-oriented raffled giveaways; gleeful children with winning tickets; and a grand old time...

So Now You're the Boss

Posted on March 12, 2010
"If there?s one big workplace lie that any new manager should wise up to fast, it?s 'There are no office politics here.' ... There?s no workplace on the planet where fostering good relationships isn?t key to getting things done. And now that you?ve become a boss, it?s even more important that you ?get? the political environment of your office and learn how to work effectively with higher-ups, peers, and direct reports...

Five Modes of Decision Making

Posted on March 10, 2010
The Four Components of Decision-MakingThere are four components to decision-making: data gathering, information processing, meaning-making, and decision-making, or deciding on a course of action...The Five Modes of Decision-MakingThere are five modes of decision-making...

Rock the Casbah

Posted on February 15, 2010
This film enjoyed I tremendously watching last evening. Here is the Criterion Collection blurb that well describes the movie."One of the most influential political films in history, Gillo Pontecorvo?s The Battle of Algiers (La bataille d?Alger) vividly re-creates a key year in the tumultuous Algerian struggle for independence from the occupying French in the 1950s...

Most Mission Statements are Worthless

Posted on January 19, 2010
"Most corporate mission statements are worthless. They consist largely of pious platitudes...A mission statement should not commit a firm to what it must do to survive but to what it chooses to do in order to thrive. Nor should it be filled with operationally meaningless superlatives such as biggest, best, optimum, and maximum...

How to Solve Intractable Problems

Posted on January 06, 2010
I highly recommend this profound presentation by the late Dr. Russell L. Ackoff, the dean of the systems thinking community. In it, Dr. Ackoff dicusses the history, nature and application of systems thinking. A few of his observations will give you an idea of the force of the presentation:-The properties of a system (e...

Identify Critical Success Factors

Posted on January 06, 2010
"Critical Success Factors are the areas of your business or project that are absolutely essential to its success. By identifying and communicating these CSFs, you can help ensure your business or project is well-focused and avoid wasting effort and resources on less important areas...

Shareholders Agreement Checklist

Posted on January 05, 2010
The Business? what is the business?? is it existing or a startup?? if existing, what has each shareholder contributed so far? have they been fairly rewarded? does the existing share structure fairly reflect those contributions?? What adjustments need to be made?? what vision do you have for its future?? what are the key issues related to operating and building the business?? how or what will each shareholder contribute to the vision, operations and building?? how is the business going to make money for the shareholders? giving them jobs? paying them profits annually? building a valuable business that can be sold at a later date?? how long do the shareholders plan to be involved in the business operationally?? how long to the shareholders plan to be involved in the business as shareholders?? will the shareholders ultimately sell the business? when? to whom?? or will they simply wind it up?? or will they pass it on to their children or other family members?? is there a business plan? If no, why not/when will there be one? ? What must the shareholders agreement do to support the business vision/plan set out above?Financing the CompanyHow is the company going to be financed?? What are the shareholders putting in?? Is that to be loans or equity?? Are the loans going to bear interest?? Are they going to be secured?? What are the repayment terms?? What third party financing is going to be used?? What if more money is needed?Personal Commitment? What are shareholders to contribute ways other than financing?? Who is working in the business?? On what basis?? How are responsibilities being divided?? How are shareholder salaries going to be set?? What kind of special covenants will apply while you are a shareholder? E...

An Overview of Forecasting Methods

Posted on January 05, 2010
"There are several assumptions about forecasting: 1. There is no way to state what the future will be with complete certainty. Regardless of the methods that we use there will always be an element of uncertainty until the forecast horizon has come to pass...

No Decision is Perfect

Posted on January 05, 2010
"People usually make decisions in one of two ways: They analyze the pros and cons, or they go with their gut instincts. In psychology and business journals, writers who you'd think have better things to do use up gallons of ink arguing about which approach is better...

Strategic Decision Making Traps

Posted on January 05, 2010
"There are a series of traps that people fall into [in making decisions], that lead to incorrect judgements being reached, whatever the quality of the preceding analysis. The incidence of this is high. The cost, given that these are strategic decisions, is commensurately large...

How to Succeed with New Year Resolutions

Posted on December 29, 2009
"There are two common mistakes that people tend to make when they start to make their New Year resolutions: They think about what they 'should' do, rather than what they really want to do. And worse, they think about what they should stop doing, rather than what they actually want to achieve...

10 Steps to Buy a Business

Posted on October 06, 2009
This is the first of three articles in which I describe the processes involved in buying and selling a business. This post is from the Buyer's perspective. The second post and the third post focus on the Seller. 1. ASSEMBLE A TEAM. Buying a business can be a confusing and time-consuming process, particularly for the uninitiated...

Startup Legal Docs

Posted on September 29, 2009
The Fort Worth Startup Blog provides the entrepreneurial community with access to a set of founder-friendly startup documents from theFunded.com. Please note that these documents are most useful as a starting point and will likely require modification and negotiation to fit particular circumstances.

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