Check out what Paul Graham has to share.
Paul Graham is an essayist, programmer, and programming language designer. In 1995 he developed with Robert Morris the first web-based application, Viaweb, which was acquired by Yahoo in 1998. In 2002 he described a simple statistical spam filter that inspired most current filters. He's currently working on a new programming language called Arc, a new book on startups, and is one of the partners in Y Combinator. Paulgraham.com got 10 million page views in 2007.
Monday, October 27, 2008
Friday, March 21, 2008
Choice of Entity
Many entrepreneurs wrestle with what type of entity to form - corporation (S or C corp), limited liability or otherwise. It is one of the first "compromises" you make as an entrepreneur. Rather than rehashing the topic, you might be interested in a presentation I had the opportunity to do with UNC Charlotte's Five Ventures Program. You can see me ramble first hand. The site also has some other resources for entrepreneurs. At the end of the day - think taxes, costs, complexity.... and please talk to a lawyer! If there is more than one of you, then it gets more complicated.
Tuesday, March 18, 2008
Entrepreneurs or Entertainers?
An aside. Over the weekend I had the wonderful experience of taking my family to Washington, D.C. Among the highlights were a tour of the Capitol Building, the Air & Space Museum, Lincoln and Jefferson Memorials and a rare sighting of POTUS on the Hill - and it wasn't at the time of a state of the union address. The current state of recession should now be known by anyone reading this blog. It appears Mr. Bush must have cavorting with senior legislators Monday on Capitol Hill for insight and support of the post Bear Sterns debacle and what may come next.
For my kids, it was a rare and neat personal connection with our government - Mr. Bush even waved at us as he sped by in his entourage. For me, the event was a reminder that (despite what the media portrays) our government officials do work well together as a team to lead our country in times of distress - economic, military or otherwise.
Back on Point. So I was viewing the dislocated exhibit from the Amercian Museum of History (which is under construction) in the Air and Space Museum with my children. And what should stick out? The exhibit included various artifacts of American history - among them were the light bulb and telegraph from Thomas Edison and Alexander Grahm Bell , respectively.
While these items were notable (to me), they were nestled in a series of extensive artifacts focused on politics and entertainment. Other items included Abraham Lincoln's top hat, hat and boots from Garth Brooks, a Babe Ruth Baseball, Boston Red Sox batters helmet, Dorthy' shoes from the wizard of Oz (and the Scarecrows costume) and so much more! All these items were interesting but I left wondering?
Inspire More Entrepreneurs.How do we inspire the next generation of Amercians to be creative outside the field of entertainment? Where do our kids learn about the impact and visions of individuals such as Witfield Diffie & Martin Helman in the field of ecommerce, Sam Walton in retailing and distribution or Truett Cathey in building a value based organization?
Is ther any museum or organization that recognizes the outstanding efforts of entrepreneurs in a single location? An historical presentation of entrepreneurs and innovators throughout history with their related stories would be quite inspiring and educational.
Such a presentation might generate some alternative career goals - entrepreneur in lieu of entertainer!
For my kids, it was a rare and neat personal connection with our government - Mr. Bush even waved at us as he sped by in his entourage. For me, the event was a reminder that (despite what the media portrays) our government officials do work well together as a team to lead our country in times of distress - economic, military or otherwise.
Back on Point. So I was viewing the dislocated exhibit from the Amercian Museum of History (which is under construction) in the Air and Space Museum with my children. And what should stick out? The exhibit included various artifacts of American history - among them were the light bulb and telegraph from Thomas Edison and Alexander Grahm Bell , respectively.
While these items were notable (to me), they were nestled in a series of extensive artifacts focused on politics and entertainment. Other items included Abraham Lincoln's top hat, hat and boots from Garth Brooks, a Babe Ruth Baseball, Boston Red Sox batters helmet, Dorthy' shoes from the wizard of Oz (and the Scarecrows costume) and so much more! All these items were interesting but I left wondering?
Inspire More Entrepreneurs.How do we inspire the next generation of Amercians to be creative outside the field of entertainment? Where do our kids learn about the impact and visions of individuals such as Witfield Diffie & Martin Helman in the field of ecommerce, Sam Walton in retailing and distribution or Truett Cathey in building a value based organization?
Is ther any museum or organization that recognizes the outstanding efforts of entrepreneurs in a single location? An historical presentation of entrepreneurs and innovators throughout history with their related stories would be quite inspiring and educational.
Such a presentation might generate some alternative career goals - entrepreneur in lieu of entertainer!
Wednesday, March 12, 2008
What’s in a Company Name?
Find a Customer First. So you want start a “company” (any type of entity whether LLC, company, etc.) but you can’t get started because you (and your partner if you have one) can’t decide on its name. And you’ve been brainwashed that no success will come to any business without a really cool name – and you probably NEED a logo, a tag line and of course business cards, stationery and on and on.... And its always more fun to do the creative stuff anyhow so you are tempted to do it first. Here’s a little secret. Your company name (logo, business cards, etc.) won’t generate any revenue, won’t pay the bills and won’t dictate your success out of the box. That’s what your customers do after they’re happy with your product or service.
Another nugget – changing your company name can be a very simple and inexpensive step in the early days (as little as $50 filing fees with your state of organization and maybe some modest legal fees to walk you through it). That cost of course goes up considerably if you’ve spent (invested)....time... and big bucks on stationary, logo, cards, etc. So another suggestion – you likely don't have much capital and don't have enough time to do everything you need to do - so spend what you do have (time and money) to find a customer who will pay you MONEY for your products or services before you "invest" your limited resources on “Branding." If your good looks, charm and enthusiasm can’t sell what you are offering, then the coolest name, logo, tag line, won’t do it either. There is little certainty except change – so keep the cost of changing your name to a minimum and don’t invest - your time or your money - prematurely. In Charlotte - even First Union National Bank changed its name....and boy was it expensive - BILLIONS!!! They disguised the name change with a multibillion dollar acquisition of a smaller bank - Wachovia - and they threw in a world class PGA event to boost at the same time! The Wachovia Championship. http://www.pgatour.com/tournaments/r480/
Three Paradigms of Names. And if you do form an entity, what exactly is it with all the naming stuff...? I find the easiest way to think about company names is to consider three independent (yet parallel) universes of names - all driven by different areas of the law of course!
First is the universe of corporate law - your “corporate” or legal name. This is the name you put down in your company’s articles of organization or incorporation that you (or your lawyer) filed with the Secretary of State. Under state corporate law the legal name of your entity is subject to state specific requirements or limits. First, you can not have the same name as a pre-existing entity. Additionally, in North Carolina an entity can not use the term “Bank” in its name unless it is registered as a bank with proper federal or state authorities. Finally, you must include the proper term to indicate the entity has “limited liability” such as LLC, Co., Company, Inc., and so on. By establishing a legal name with the state – you have entered it into a statewide database – nothing more. If someone wants to track your entity down (to sue you....ouch!), they go to the secretary of state, look up your company’s name and file a lawsuit – specifying your company by its name as the defendant. They send a copy of that lawsuit through the court to the company’s designated “registered agent” at his, her or its address – which you put in that document right after your legal name. Other than that – your name registered with the state does little for you. You can however look forward to some junk mail within a few weeks from a few people who use that list for lead generation – and you should too if new entities are your target customers!!!
Second is the universe of the world wide web - your domain name. This name is easy for anyone under 30. This is your address on the world wide web or the Internet that you obtain when you register for a “domain name” with ICAN Project https://ican.doe.state.in.us/ through one of the domain name registries (such as GoDaddy). You pay a fee to have the right to use the specified name and an appropriate extension for a specified period. For example - “companyname.com” Your legal name with the state assures you of nothing….so be sure to check for the domain name availability before you spend any money. Without compelling intellectual rights described below, there is little chance you can obtain the domain name once it is taken (unless you are willing to pay big bucks). A little note, make sure the person who registers for the domain name is someone you trust and try to put it in the name of the company, if possible. Interestingly, many people register the entity's domain name before the entity is formed - so be careful here. You can see where this goes if the ultimately excluded partner is the one with the domain registrations - HOSTAGE CRISIS (another good topic on its own).
Third is the universe of intellectual property law - Trademark or Service mark. From the USPTO - http://www.uspto.gov/main/trademarks.htm
What is a trademark or service mark? A trademark is a word, phrase, symbol or design, or a combination of words, phrases, symbols or designs, that identifies and distinguishes the source of the goods of one party from those of others. A service mark is the same as a trademark, except that it identifies and distinguishes the source of a service rather than a product.
Do Trademarks, Copyrights and Patents protect the same things? No. Trademarks, copyrights and patents all differ. A copyright protects an original artistic or literary work; a patent protects an invention. For copyright information, go to http://lcweb.loc.gov/copyright/. For patent information, go to http://www.uspto.gov/main/patents.htm.
In any event, you should also consult with an intellectual property lawyer if trademarks or service marks are important to you or your business.
As an aside, you do begin to acquire limited common law rights to your trademark/service mark merely by using it in commerce. However, federal registration with the USPTO provides far more pervasive rights (and even before you begin to use the mark in some situations). While it may be expensive $1000 to $2000 to pursue a registered mark, it offers far more pervasive rights. Contrary to popular opinion, filing for the legal "corporate" name when you formed the entity does nothing for you in terms of your intellectual property rights. At the very least you must use the name in commerce – and at best, register it with the USPTO. In certain limited instances, a strong mark, with recognizable intellectual property rights, can be used to remove a squatter to obtain the same domain name – but if you are a start up don’t count on it.
Another nugget – changing your company name can be a very simple and inexpensive step in the early days (as little as $50 filing fees with your state of organization and maybe some modest legal fees to walk you through it). That cost of course goes up considerably if you’ve spent (invested)....time... and big bucks on stationary, logo, cards, etc. So another suggestion – you likely don't have much capital and don't have enough time to do everything you need to do - so spend what you do have (time and money) to find a customer who will pay you MONEY for your products or services before you "invest" your limited resources on “Branding." If your good looks, charm and enthusiasm can’t sell what you are offering, then the coolest name, logo, tag line, won’t do it either. There is little certainty except change – so keep the cost of changing your name to a minimum and don’t invest - your time or your money - prematurely. In Charlotte - even First Union National Bank changed its name....and boy was it expensive - BILLIONS!!! They disguised the name change with a multibillion dollar acquisition of a smaller bank - Wachovia - and they threw in a world class PGA event to boost at the same time! The Wachovia Championship. http://www.pgatour.com/tournaments/r480/
Three Paradigms of Names. And if you do form an entity, what exactly is it with all the naming stuff...? I find the easiest way to think about company names is to consider three independent (yet parallel) universes of names - all driven by different areas of the law of course!
First is the universe of corporate law - your “corporate” or legal name. This is the name you put down in your company’s articles of organization or incorporation that you (or your lawyer) filed with the Secretary of State. Under state corporate law the legal name of your entity is subject to state specific requirements or limits. First, you can not have the same name as a pre-existing entity. Additionally, in North Carolina an entity can not use the term “Bank” in its name unless it is registered as a bank with proper federal or state authorities. Finally, you must include the proper term to indicate the entity has “limited liability” such as LLC, Co., Company, Inc., and so on. By establishing a legal name with the state – you have entered it into a statewide database – nothing more. If someone wants to track your entity down (to sue you....ouch!), they go to the secretary of state, look up your company’s name and file a lawsuit – specifying your company by its name as the defendant. They send a copy of that lawsuit through the court to the company’s designated “registered agent” at his, her or its address – which you put in that document right after your legal name. Other than that – your name registered with the state does little for you. You can however look forward to some junk mail within a few weeks from a few people who use that list for lead generation – and you should too if new entities are your target customers!!!
Second is the universe of the world wide web - your domain name. This name is easy for anyone under 30. This is your address on the world wide web or the Internet that you obtain when you register for a “domain name” with ICAN Project https://ican.doe.state.in.us/ through one of the domain name registries (such as GoDaddy). You pay a fee to have the right to use the specified name and an appropriate extension for a specified period. For example - “companyname.com” Your legal name with the state assures you of nothing….so be sure to check for the domain name availability before you spend any money. Without compelling intellectual rights described below, there is little chance you can obtain the domain name once it is taken (unless you are willing to pay big bucks). A little note, make sure the person who registers for the domain name is someone you trust and try to put it in the name of the company, if possible. Interestingly, many people register the entity's domain name before the entity is formed - so be careful here. You can see where this goes if the ultimately excluded partner is the one with the domain registrations - HOSTAGE CRISIS (another good topic on its own).
Third is the universe of intellectual property law - Trademark or Service mark. From the USPTO - http://www.uspto.gov/main/trademarks.htm
What is a trademark or service mark? A trademark is a word, phrase, symbol or design, or a combination of words, phrases, symbols or designs, that identifies and distinguishes the source of the goods of one party from those of others. A service mark is the same as a trademark, except that it identifies and distinguishes the source of a service rather than a product.
Do Trademarks, Copyrights and Patents protect the same things? No. Trademarks, copyrights and patents all differ. A copyright protects an original artistic or literary work; a patent protects an invention. For copyright information, go to http://lcweb.loc.gov/copyright/. For patent information, go to http://www.uspto.gov/main/patents.htm.
In any event, you should also consult with an intellectual property lawyer if trademarks or service marks are important to you or your business.
As an aside, you do begin to acquire limited common law rights to your trademark/service mark merely by using it in commerce. However, federal registration with the USPTO provides far more pervasive rights (and even before you begin to use the mark in some situations). While it may be expensive $1000 to $2000 to pursue a registered mark, it offers far more pervasive rights. Contrary to popular opinion, filing for the legal "corporate" name when you formed the entity does nothing for you in terms of your intellectual property rights. At the very least you must use the name in commerce – and at best, register it with the USPTO. In certain limited instances, a strong mark, with recognizable intellectual property rights, can be used to remove a squatter to obtain the same domain name – but if you are a start up don’t count on it.
Sunday, March 9, 2008
Introduction
Good evening. I have finally decided to create my own blog to share my insights, perspectives and experiences for others - entrepreneurs and those who interact with them - whether lawyer, accountant, customer, partner.... or spouse. This will be a work in progress. No promises.
I have been a business lawyer since 1994 and an entrepreneur all my life. I realized recently that I only masqueraded as a lawyer before finally getting my hands dirty.
Today I have the honor of serving as ceo of Calyptix Security Corporation where our team has developed an all in one internet security appliance for small and medium business businesses. People ask why - why not! We deliver security, simplicity and savings all in one device. It seems easy - but it’s not. But it's fun!
My legal experience consisted of 13 years representing entrepreneurs, institutional investors and companies in all types of business transactions - and, on occasion, litigation matters. Ten years in a large Charlotte, North Carolina law firm (Kennedy Covingotn), two years in a small firm Foodman, Hunter and Karress and today I maintain my license throught The Yarbrough Law Firm!
As A lwyer, I have had the pleasure of working with some of the finest institutions and individuals one could hope to encounter - and some were not so good (more on that later). My experiences ranged from multimillion dollar deals to a $25,000 sale of a barber shop. Transactions included VC and private equity investments, M&A transactions, bank loans, employee contracts, securities matters...... And even a few public offerings. I quickly forgot the deal details, the $$$ ... but not the people. The people have been, and always are, the fun and important part.
I have learned a little bit along the way and am sure to learn more. Thus the origin of this blog - to share some of what I have learned and hope to learn.
I have been a business lawyer since 1994 and an entrepreneur all my life. I realized recently that I only masqueraded as a lawyer before finally getting my hands dirty.
Today I have the honor of serving as ceo of Calyptix Security Corporation where our team has developed an all in one internet security appliance for small and medium business businesses. People ask why - why not! We deliver security, simplicity and savings all in one device. It seems easy - but it’s not. But it's fun!
My legal experience consisted of 13 years representing entrepreneurs, institutional investors and companies in all types of business transactions - and, on occasion, litigation matters. Ten years in a large Charlotte, North Carolina law firm (Kennedy Covingotn), two years in a small firm Foodman, Hunter and Karress and today I maintain my license throught The Yarbrough Law Firm!
As A lwyer, I have had the pleasure of working with some of the finest institutions and individuals one could hope to encounter - and some were not so good (more on that later). My experiences ranged from multimillion dollar deals to a $25,000 sale of a barber shop. Transactions included VC and private equity investments, M&A transactions, bank loans, employee contracts, securities matters...... And even a few public offerings. I quickly forgot the deal details, the $$$ ... but not the people. The people have been, and always are, the fun and important part.
I have learned a little bit along the way and am sure to learn more. Thus the origin of this blog - to share some of what I have learned and hope to learn.
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