Rabu, 15 Desember 2010

LegalZoom.com Accused of Unauthorized Practice of Law and Privacy Violations

Legal Zoom (legalzoom.com) is accused of the unauthorized practice of law, as well as disclosing to third parties customers' private information:

LegalZoom and Washington State Reach Agreement Over Unauthorized Practice of Law, IP Watchdog
[T]he most egregious charge leveled against LegalZoom is that they sold, transfered or otherwise disclosed consumer information to third parties. So not only was LegalZoom offering to provide legal services to individuals without a legal license but they seem to have been collecting private information and giving away sensitive, personally identifying information such as financial information, information relating to real or personal property and information relating to family relationships. This screams for further investigation by other State Attorneys General and the United States Patent and Trademark Office. Not only does LegalZoom’s advertising lull unsuspecting consumers to believe they are being represented, but what LegalZoom learns during such representation is given away to third parties? If an attorney did that they would lose their license.

Selasa, 07 Desember 2010

Entrepreneurship and Taxes (link)

Scott does a good job of not just stating his opinion, but also attempting to make sure that his opinion has a basis in verifiable fact and he has some great points about our current Congressional decisions on the Bush era tax cuts.

Entrepreneurship and Taxes by Scott Shane
"The United States has an enormous budget deficit, which may require tax increases to close the gap. But we need to carefully consider the law of unintended consequences when raising taxes. Much evidence shows that higher taxes discourage entrepreneurial activity, including investment and hiring by small business owners. If we let the Bush tax cuts expire, we risk shutting off already weak small business hiring and investment. Is that possibility really worth the relatively small reduction to the deficit that we might derive from a tax increase?"

As an aside, Scott also has a good book out on angel investing too...think Freakonomics for angel investors. Of course, my favorite quote being:
"Particularly promising are angel groups, which pool knowledge and money for wiser and more productive investments. In groups, angels can rely on each other's expertise, share the labor of performing due diligence, and generally insure that their money is being placed--and used--wisely. Fostering the formation of such groups may be the single most important thing that government can do to boost angel investing."

Senin, 22 November 2010

Angel Investing: Do good by doing well (WTN News)

An article worth reading:

Angel Investing: Do good by doing well (WTN News): "But the giving back is not about lowering investment standards, it’s about providing more active assistance than most VCs can provide in terms of helping entrepreneurs meet those standards. It’s about working with entrepreneurs that combine world-class ideas with the rough edges typical of high impact entrepreneurs that are new to the game and/or otherwise do not have the polish and experience – yet – to pass muster with more seasoned professional investors."

And I would go one step farther...good angel investing is not just about overlooking rough edges, but instead it is about taking well thought out and calculated risks at a very early stage in the life cycle of a high growth business, thus there are apt to be more rough edges in a typical deal than in deals done by later stage investors.

The simple economics look like this:

1. "Successful" deal(s) return 30x or more of investment (e.g. $100k investment equals $3mm or more on exit);
2. Approx 1 in 10 deals are successful *;
3. Approx. 50% return less than the investment*;
4. Average hold period for a successful exit is approx. 6 years*; thus
5. Average IRR of angel deals is approx. 27%*.

Nonetheless, despite the lofty economic motives there is significant "goodwill" (founders, community, employees, etc.) because many of those companies simply would not exist without the investment and support of early stage angel investors.


*(Numbers based on national averages included in a number of different studies. See Marion Kaufman Foundation for just a few.)



Selasa, 16 November 2010

Don't mind the media, southern angel investors still wanted!!! *a southern view of a west coast commentary

Mark Suster (generally, one of my favorite writers about angel/VC investing) wrote an article yesterday called "Here's What Angel Investing And Florida Condos Have in Common" and made several points that I think are worth considering in a southeaster context.

His points were primarily:

  • angel investing is currently a hot fad;
  • there are too many startups being formed for the historical ratio to be successful;
  • the VC market is overheated, so it is masking the problem of too many startups;
  • we won't fully realize the bubble for another 5-6 years;
  • angel investors, like other investors tend to pick poorly and buy high then sell low; and 
  • if investors pick the right sectors there are still good startups available.
These are interesting for a number of reason, but mainly because of how west coast influenced they seem to be.

"Hot Fad" - Angel investing may be a hot fad in LA or Boston, but in the southeast angel investors are still few and far between and the resulting investment gap is large.  If you question that statement, then I would encourage you to ask your local VC groups because I bet they will tell you they are still searching hard for qualified deals and that they really don't have a good place to refer companies that are too early stage for their investment criteria.

"VC market overheated" - just a couple of weeks ago at the southeastern ACA meeting we heard over and over  again how difficult the current market is for raising a new venture fund.  Without new funds it is hard for a market to get overheated.  Also, the hot VC markets don't reach well into other geographies, so even if certain pockets are hot it still doesn't reach.  Brad Feld ( I think it was Brad) explained it well a month or so ago when he pointed out that because of limited time, he really had to spend his time looking at deals in his core travel routes.

"Bubble" - this point I agree with...at least to the extent that I agree that angel deals are no different than other businesses and need to be supported by solid economic fundamentals.  Thankfully, we are able to wait and pick through deals that don't seem to have solid fundamentals (i.e. actual sales and even profits...jaw dropping for west coast angels I know).

"Investors buy high and sell low" - this is a trait where I think southerners can claim some superiority in angel investing because southerners by nature are less prone to jump onto the bandwagon of the last hot trend.  Southerners are used to being considered uncool on a national basis and some even revel in it, so pragmatism is a bit more apt to rule the day.   **I realize the real estate boom hurt southerners too, but the desire to own land is a particularly southern weakness that I think overruled our otherwise general pragmatism.

"Certain sectors are still good" - I want to agree with this point, but I don't because it just sounds too much like the same fad based investing Mark was railing against in the article.  Instead, I will say that good businesses and good business opportunities can make for successful investments in any market. 

Overall, I will say that the southeast is still an undiscovered gem for many investors and that it is good business to be a part of companies that are growing and successful, which is exactly what our southern angels are seeking to do.

**If you want to see what I mean come check out a local ACA group meeting (BirminghamAngels.com) and I think you will find there is still plenty of room for good business people that have vision and practicality, both as entrepreneurs and investors.






Senin, 01 November 2010

BAN Meeting - Update

Just a quick update.

We (BAN) met last Thursday at Innovation Depot and had a packed house.  TransactionTree (www.transactiontree.com) presented for us and even gave a live demo of their e-receipt product using attendee information.

The portfolio company update was very upbeat since all the BAN companies are currently tracking well.  We even had a prior portfolio zombie that sprung back to life in a big way on Friday and that means we are back to batting 1000.

All in all, I couldn't be any prouder of the group and it's leaders for sticking it out through a tough economy and the results seems to be REALLY paying off.

Congrats to everyone and if you haven't made it to a meeting yet, check out the schedule (www.birminghamangels.com) and come visit!

Senin, 25 Oktober 2010

Communication and Planning in a High Growth Company

Ralph Waldo Emerson once said, "Speech is power: speech is to persuade, to convert, to compel. It is to bring another out of his bad sense into your good sense."

For quite some time I have suggested a plan (see below) of communication to clients and BAN participants.  It's not anything ground breaking, but it is a programmatic way for a company to facilitate orderly communication.  Nonetheless, it is amazing how few of them really follow it (or any other) systematic plan of communication and I think it ends up hurting them...potentially a lot.

Effective internal communication among stakeholders (Management, Employees, Board, Shareholders, JV partners, etc.) is critical to coordinating efforts and maximizing the opportunities for success, but it doesn't just apply to startups...most companies would do well to try and systematize some regular forms of communication.

Suggested Plan:

1.  Quarterly (maybe monthly early on) board/advisors meeting
-- Progress
-- Plan
-- Challenges

2.  Weekly recap email of progress and "to do" items

3. Monthly Financial Statements *(email updated statements even if no revenue)
-- Income Statement  (aka P&L)
-- Balance Sheet

4. Annual letter (recap and vision)

If you are looking to make a change for the better in your business, give it a try or work out your own plan and let us know how it goes.  I bet you will be surprised at the energy and progress it will create.

Jumat, 15 Oktober 2010

Niche, Dominate and Repeat

I was having a conversation with Jonathan Sides, Daxko VP of Finance, the other day about startups in Birmingham and he told me a bit about their story.  He summarized their business strategy as "niche, dominate and repeat."

I have seen a lot of strategic theories and there are plenty of books that talk about niching, but I had not heard that phrase used as a complete strategy before...I loved it.

"Niche, dominate and repeat" encapsulates a lot of good strategic thinking because "niching" forces a company to define exactly what they want to be and who they want to serve while "dominating" reinforces that niching process and encapsulates most of the strategic tools such as:
  • product/service differentiation
  • value proposition planning
  • creating a minimum functional unit
  • customer experience focus
  • adoption planning
  • etc.
"Repeat" is also a critically powerful tool because it implies both continued process improvement and new market growth.  

A lot of business planning and strategy is cumbersome and somewhat clunky to use, with graphs and graduate level books to understand and it can be difficult for many entrepreneurs to actualize the theory.  On the other hand "niche, dominate and repeat" is just four words and it doesn't take a rocket scientist to figure out what it means.  With that kind of simple strategy, everyone on the team ought to easily be on the same page and what a powerful place to start.  I don't think it is a surprise that the guys at Daxko are getting it done.

If you are in an existing business or starting a new one..."niche, dominate and repeat" is not a bad place to start.

Selasa, 12 Oktober 2010

Just Do It....

Nike has made the phrase "Just Do It" famous.  They started with the sports arena and now it is a part of the American English lexicon.  It applies to business as well.

I have seen many smart people and good businesses suffer because of a desire for perfection...the perfect label, the perfect timing, the perfect product, the perfect customer, etc. etc.

Unfortunately, waiting for perfection usually is a permanent wait.  Even Apple's Steve Jobs (a notorious perfectionist) has to eventually declare the product "good enough" and start selling, but for most startups even a Jobsian style wait may be too long and wastes two of the primary advantages of a startup...speed and flexibility.

For most startups, the best strategy is to plan quickly, execute to the best of your ability then iterate.  By following a speed to market strategy startups can take advantage of their relative size and use it against the bigger, slower competition.  It also has the advantage of minimizing the time spent in the negative cash flow "valley of death" and that can significantly increase any businesses chances of success.

So don't sit around waiting....Just Do It.

Selasa, 05 Oktober 2010

The company financing life cycle...

I ran across this diagram of the financing cycle of startup companies on eandua.com and thought it was an elegant expression of where true seed stage capital fits in the overall scheme of our economy and the critical role it plays despite it's relatively small dollar amounts.




I also think this points out a somewhat obvious, but often overlooked, concept...things can really start to take off once a company gets to Break-Even and is cash flow positive.  


That is why I believe the goal of most seed stage investments should be to get companies to a positive cash flow.  When a company gets sustainable positive cash flow all kinds of good things are possible because the home runs have a chance to happen, but solid returns can be achieved over time even without them.

Jumat, 01 Oktober 2010

Sales, Sales, Sales...

"I don't care how good of a manager you are...you can't manage ZERO to a profit."  Jim Watkins

For as much time as we spend talking about value propositions, brand position, messaging, social media, etc. the fact remains that REVENUE (for most that means Sales) is the first key, without it any business will fail.

Of course, like building anything there are essential steps and you don't improve by obsessing about the goal, but instead by taking action steps that move you toward the goal.

Nonetheless, it is a good reminder by my dad that, in business, REVENUE is the first goal because without it all the other stuff is pointless.

Rabu, 29 September 2010

Capital gains tax exclusion in Small Business Jobs Act signed on Monday (27th)

The Small Business Jobs Tax Relief Act of 2010, signed into law on Monday Sept. 27th, increases the exclusion from gross income for the gain from the sale or exchange of "qualified small business" stock (aggregate gross assets not in excess of $50 million) acquired after enactment and before January 1, 2011 from 50% to 100% if held for 5 years.  


Admittedly that may sound like a bigger deal than it turns out to be because qualifying investments already had a fairly low tax rate, but it is still something to think about when considering a small business investment (or angel investment).

Selasa, 28 September 2010

What is the appropriate discount rate for a startup DCF valuation?

Following a recent discussion with a local investment banker about the DCF valuation of a client where the topic of appropriate discount rate was a hot issue, I wondered what others were using and if there was a "right" rate.

For those that don't live and breathe financial jargon, a DCF (discounted cash flow analysis) is a method of calculating the present value of a future benefit and they are often used whenever someone needs to figure out a justifiable valuation for something that doesn't have a ready market value (and sometimes looking for valuation mistakes in things that do).

The most common reason I will use a DCF is for determining  pre/post money valuations for startups, since they by definition have little more than pro-forma financials.

In preparing a DCF for a startup I need to know the expected cash flows and the appropriate discount rate.  I can pull the expected cash flows from the proforma financial statements, but the discount rate is really mine to decide.  As a definition, the discount rate is:

the rate of return that could be earned on an investment in the financial markets with similar risk. Wikipedia
With that rate in mind, I have started to use 27% as my discount rate for startup companies.  Why 27%...because the Marion Kauffman Foundation published a report in November of 2007 based on their research that indicated a national average IRR (internal rate of return) of approximately 27% on angel investments.  I haven't seen anything since then that would purport to be a better number, so that is still what I use.

Of course a lot has changed in the economy since November 2007, so I wonder what others are using for a discount rate now or if that metric still holds true?

Senin, 27 September 2010

Birmingham Angel Network - Meeting Update

Overview of the update that was sent to Bham Angel Network ("BAN") group members Friday:

BAN,

We had a good meeting last night and came away with three new candidates that will be presenting in our 4th quarter cycle.

We also had updates on some of our open deals and portfolio companies. Specifically, we covered Cuestion tequila and their latest news along with a status update on the due diligence report from TransactionTree along with general comments about others. Everyone seems to be moving along and that bodes well for both the companies and our group.

We will have a lot going on in the fourth quarter with the Southeastern ACA meeting, supporting our growing portfolio and current deal flow.  It looks to be a banner end of the year for 2010 with a lot of good activity. See you in October and keep an eye out for updates in the meantime.

Best,
Josh

Rabu, 22 September 2010

New California Employer Workplace Poster and Pamphlet

Effective October 8, 2010, two new regulations impacting California employers go into effect:
1. All employers must post the new Notice to Employees, Injuries Caused by Work

2. Each new employee who begins work must be provided with the new Worker's Compensation Pamphlet, available here.
For more on employer workplace posters or to retain an employment attorney to advise and counsel you on California or Nevada business law issues, please click here.

Senin, 20 September 2010

Branding...DNA of the business

I had a long conversation with one of our clients Friday about branding.  The company is launching a new product and we were discussing the branding strategy.

Usually in the planning process we start with the Blue Ocean Strategic steps (article) as a beginning.  We can use the value proposition developed in that planning process in conjunction with our adoption plan as the basis for our core message.  Of course, at some point that high level strategy has to hit the ground and this is referred to in our office as the "roll out plan."  The roll out plan is where we figure out the details of when& how we are going to reach our target audience...media types, creative messages, frequency, etc.

But the conversation we had Friday was a bit different because we weren't just talking about a strict "utility" to the consumer, but a more esoteric "who do we want to be and how do we want to be viewed" type conversation.

This has been interesting so far because we are looking hard at our target market and trying to determine the common traits, interests, etc. so that the brand image can be developed to maximize connection with that audience.

The reason I call it the DNA of the business is because, once the client settles on an initial brand image (we could change based on results), all of the marketing will be developed with that image in mind.  We will try to take dead aim on that image and try to capture that ground while avoiding any muddying of the message with non-correlated messaging.

***For those of you that follow along, you may be able to guess the client and if so, keep and eye out and let me know how you think it is going.

Kamis, 16 September 2010

Debt Collection Scam Phone Number 760-284-1423

Please note that if you have received a call from an alleged paralegal or other person claiming to work at, with, or from the Law Office of Jonas M. Grant, and demanding the payment of an alleged debt, and threatening "prosecution" or anything else if payment isn't made, note that these calls are not originating from this office, which does not practice consumer debt collection law and does not employ paralegals or others to make calls on behalf of debt collection agencies or creditors.

Calls have been reported to originate from 760-284-1423, an area code in which this law office does maintain an office, employees, attorneys, paralegals. Nor does this office have or use any 760 area code telephone. Note that the number displayed on the caller ID may be spoofed, and therefore the owner(s) of this telephone number may or may not be involved in this scam.

Furthermore, the United States abolished debtor's prisons more than a century ago; all collections and debtor-creditor matters are civil in nature, there is no jail time or criminal prosecution for failing to pay a debt (unless there's also fraud or something else going on).

Please do not cooperate with these individuals, and report to them to appropriate authorities. If you have any additional information about their whereabouts or identity, or aren't sure if a call is originating from this office, please contact the office.

Here's what others have reported about the nature of calls from this number. In sum, it's always a scam, but the scam and the alleged name of the caller varies from call to call.

Selasa, 14 September 2010

Moonlighting (and IP transfer provisions)

As we are working with a number of deals at the moment, but without a lot ready to report, I thought it would be a good time to talk about one issue that has been a thorn in my side on past deals.  Moonlighting...

Now, don't get me wrong, I am not in the "you aren't committed if you don't quit your day job" camp, in fact, I think keeping the cash flow pressure off of the newco until it is ready is a sign of good thinking.  However, I have had situations where founders did a lot of work moonlighting on the front end only to realize that they had broad intellectual property ("IP") transfer provisions in their employment agreements.  What a disaster...and those provisions are very common for technical employees.

Of course, there are arguments that can be made and the founders may end up succeeding in court, but the cost/risk is significant and probably more damaging, the cloud from potential litigation can (and often does) run off any would be investors.

So, with that in mind... PLEASE, if you have a great idea, make sure and read your employment contract before you spend a bunch of time/money developing that idea.  Furthermore, if you find out that you do have language in your contract that is problematic, go see a proper employment law firm and talk to them about it because you may be able to fix it.

Senin, 13 September 2010

2010 Southeast ACA Regional Meeting (Oct. 19-21)

Dear Southeast Angel Group Leaders:

I hope the Fall is off to a great start for you and your group.  With the cooler weather finally starting to arrive, we are now just over one month away from our annual fall Southeast ACA Regional Meeting in Greenville, South Carolina (October 19-21st).   In light of the rapidly approaching event, we wanted to reach out with a few reminders and requests...

1.  Please encourage your members to register for the Meeting sooner rather than later.  Here's a link to the registration page:  2010 SOUTHEAST ACA REGIONAL MEETING REGISTRATION.   I've also attached a copy of the registration packet to this note so you can re-distribute to your members.  

2.  The deadline for securing our block room rate at the Westin Poinsett is Tuesday, September 28, so please have your folks make their reservations within the next two weeks.  Here's the HOTEL RESERVATIONS PAGE.         

3.  Please nominate one of your deals for Syndication prior to the the (extended) deadline of Tuesday, September 28.   To nominate a deal, simply refer it to the ACA Southeast Angels Group (listed under North Carolina) in AngelSoft.  Remember that qualified deals must have received an investment or signed a term sheet with the sponsoring group.  If you run into any issues making a nomination, please just contact me directly.

4.  In order to facilitate our discussion at the meeting related to Syndication efforts in the Southeast, please take 3 minutes to complete this SYNDICATION PREFERENCES SURVEY.   We will discuss the survey results and their implications during the afternoon session on October 20.

5.  Finally, we are planning to have a panel discussion on day two of the meeting related to your experiences with implementing strategies for Early Exits.  If you have an instructive story on how your group has successfully executed or made preparations for an Early Exit, please contact me so we can include your story in our discussion. 

Thanks very much, please let me know if you have any questions, and we look forward to seeing you in a few weeks.

Best regards,

Matt D.

Kamis, 09 September 2010

Don't do "mandatory redemptions" in seed deals...

I had a conversation with one of our BAN company founders last night (I have a very understanding spouse) about term sheets and our preferred structure.  He was really asking about convertible debt vs. preferred equity, but we ended up talking more about share redemption requirements or puts and related change of control provisions.

We have had this discussion several times in our BAN meetings and my opinion is fairly clear...don't put mandatory redemptions and change of control provisions in seed stage deals.

Why?  Because it is a seed deal and they are inherently more fluid than later stage deals, so the flexibility is helpful.  Also, we are talking about $300-400k (not $3-30mm), usually in increments of $10-25k per investor, so it is almost always in everyone's best interest to have the founders tackle whatever obstructions may arise and have the investors "keep their day job."

As an investor, I would much rather focus on doing good due diligence and valuing the deal properly for the risk  involved (which btw explains part of why I prefer preferred stock deals rather than debt that punts valuation to the next round) than trying to force a deal to work that has developed issues.  Furthermore, if a deal is so sideways at the pre-revenue/seed level that someone else needs to come in and rescue it from the founders, then it is probably headed for the scrap pile anyway.

But, this is not just a theory that reduces the investor's risk of throwing good money after bad, I think experience is showing that by focusing on due diligence and hammering out the details rather than trying to contractually bind a minimum return, our BAN deals have a much higher chance of success both short term and long.

Rabu, 08 September 2010

Indie Candy on Talk of Alabama showing off some yummy goodness...

Indie Candy was on ABC 33/40's Talk of Alabama today (link) letting everyone know about their yummy organic candy boxes.


They showed off chocolate dipped oreo style cookies, gummies, lollipops and other goodies that are all allergen free and suitable for a variety of specialty diets.

And now that they have moved the store online, in addition to the retail location in Crestline, customers all over the country can enjoy the goodness of a seriously tasty treat, even if they have serious allergies or other dietary sensitivities.

Way to go ladies!!!


Selasa, 07 September 2010

Cuestion tequila dominates in local taste test...

What a nice way to start the long weekend.  Jason Fandrich, CEO of Cuestion Spirits Company, Inc., came down from Nashville to meet with some local investors and to participate in a taste test at a local bar/eatery.



There was plenty of good company and fun was had by all, but at least as important for the BAN portfolio company, Cuestion (www.cuestiontequila.com) topped the charts out of all the tested tequilas which included both big names and special reserves.  Only one special reserve was considered close and it's tasting led to a long discussion about the various hints of flavor imparted by the differing barrel types and everyone's personal preferences.

At least one participant noted that they really didn't think that tequila could be a sipping drink, but that they had changed their mind after experiencing how a really good tequila tasted.

Probably the only down side to the afternoon/evening was when Jason had to tell the participants that it would be several months before Cuestion would be available for sale in Alabama.

Of course, he did encourage them to come visit Nashville and check it out in the meantime. 

Jumat, 03 September 2010

The three musketeers is best for co-founders...

Anyone starting a business with someone else will eventually have to tackle relative ownership and compensation questions.

For some founders the answers are simple, but for most it is a sticky issue that creates a lot of stress and runs the risk of ruining both friendships and the business.

With the possible risks in mind, these are certainly issues that don't need to be avoided. They need to be discussed openly and honestly. Many situations have been made worse by trying to avoid the thorny issues... you may be able to, at least, until they just blow up.

To try and take some of the emotion out of the negotiations I like to lay out some initial thoughts:

1. The initial founders should have the "skills"/"essentials" necessary for the core business plan;
2. if someone is not "essential" they don't really need to be part of the original founders; *(no one is "in" just because they were at lunch the day it was discussed)
3. if each founder is truly "essential" then lean toward more even splits;
4. shareholders should earn "profits" and employees should earn "wages"; and
5. once the core team is in place it's "pay to play" for equity.

With that in mind, I do tend to favor a 1/x approach to "equity" splits among founders in most startups, unless there is a compelling reason to do otherwise.

I don't, however, think that all founders need to receive the same "wage" unless their relative job functions would demand a similar wage on the open market. For founders wages, I am in favor of creating a specific wage and keeping track, even if there is no money to pay initially (just keep it on the balance sheet as a liability).

How to set that specific wage for each founder is another negotiation. I like using Monster.com (and the like) as a starting spot because I can get reports for average wages based on specific job functions. It's also good to think about how particular jobs are typically compensated (ie - salary, hourly, commission, etc.) and to try and stay in keeping with industry standards, unless there is a compelling reason not to.

Certainly, it is easier if all the core parties can put in equal skills, effort and resources then just split everything equally, but in most instances that is not sustainable (maybe even on the front end), so it is important to think about what is fair to all parties involved for both the beginning and the years ahead.

Senin, 30 Agustus 2010

Debt, Equity and Control

This is an extension of my Friday post based on some timely reminders...

Many investors, eager to get started and get their company moving, will agree to terms that are not good business in the long run. It is understandable, and I have a partner that is fond of saying "we hope that is a problem" because if it is then the deal has probably been successful. Unfortunately, because of the inequity some deals will get sideways almost immediately and never reach their potential (or even launch).

The results tend to get even worse if a company tries to raise a second round after a poorly negotiated first round. In that situation, either the parties have to recast the deal or the deal will usual blows apart because the shorted party has the incentive eliminated.

Normally, if an early investor is worries about control, it is much better to bring them in as convertible debt and add a control provision giving them voting control until the debt is paid back at which point they convert to common ownership based on the negotiated pre-money valuation of the company and the capital amount they invested. That structure is a lot less likely to blow up and become inequitable over time and a lot less likely to mess up a follow on round of funding.

It is certainly real poker to negotiate an early round hard, with real risks on the other side as well, but the risks entrepreneurs take when they sign on to a bad deal is that they have really signed the death certificate for their company and just don't know it yet.

Jumat, 27 Agustus 2010

Company Valuations When Raising Capital...

There is a ton of information available on the internet about how to value a business enterprise. There is even a lot of information regarding the valuation of a pre-revenue startup during rounds of funding. Unfortunately, most of that information is not particularly helpful for startups unless they are in a major center of startup finance (i.e. Silicon Valley, Boston or NY), have a good track record, and plan to be working with the established players.

If you are a startup company with high aspirations in Hometown, USA (like most of the South), then that deal making process, including valuation, will probably be very different.

First off, there are not a ton of institutional players interested in pre-revenue deals, so angels play a larger role. Angels, however, are just people and people don't tend to write a binding prospectus with projections and investment philosophies, etc. when investing their own money. Instead they invest based on a much fuzzier standard that depends on a lot of qualitative factors, including things such as mood.

In many of the deals I know well, the focus tended to be on shorter term goals and getting the investment paid back while still providing an opportunity for the company to reach its goals. That often results in terms that are based a lot more on the stage of the business (pre-prototype, pre-revenue, pre-profitability, etc.) and will incorporate debt or debt-like features.

For example, BAN seems to be looking at deals with a post-money valuation of $1mm or so that includes an investment of a few hundred thousand dollars with a 1x participating liquidation preference. But those terms are really driven by the type of typical deal:

1. pre-revenue (or little revenue) and post-prototype,
2. reasonable cap-ex for launch,
3. large potential market,
4. clear near term profitability milestones,
5. 1-2 years to initial milestones,

and the desire to provide necessary funding, create a significant potential upside for the investors while maintaining functional control for the founder(s).

However, individual (as opposed to group) angel deals can have some really interesting (and convoluted) terms if the investor is being creative. Sometimes that can help a deal and sometimes they are just clunky, but if it gets the deal done...

Either way, if you are working on raising capital in "Hometown USA" be prepared to openly discuss the deal and be creative because the process probably won't be as cut and dried as the internet may lead you to believe.

Kamis, 26 Agustus 2010

Alabama Launchpad opens registration for Governor's Business Plan Competition starting Aug. 30th

Alabama Launchpad will open registration for the 2010-11 Governor's Business Plan Competition on Aug. 30th.

"The purpose of the Alabama Launchpad Governor's Business Plan Competition is to promote and reward marketable, high-growth, innovative ventures that have the potential to grow rapidly, transform an industy, attract future funding, and add to the diversity of Alabama's economy. The competition is for new, independent ventures in the seed, start-up or early growth stages, or for the expansion of an existing business into a new high-growth market.

On an annual basis, Alabama Launchpad will seed three winning companies with cash and in-kind services:

1st Place = $100,000 cash plus in-kind services
2nd Place = $50,000 cash plus in-kind services
3rd Place = $25,000 cash plus in-kind services"

Interested parties may see eligibility and rules here, and may register here.

Rabu, 25 Agustus 2010

ESOPs...with rising taxes it may be time to look.

Our main clients are closely held businesses (and their owners), so business and individual planning are often tied at the hip in our office.

With what appears to be inevitable rising taxes, both business and individual, in a still tough business environment we are having to look hard for tax advantaged strategies that (at a minimum) won't hurt the underlying business operations.

One of the strategies that keeps popping up are ESOPs (employee stock ownership plans).

Basically, ESOPs have some commonly stated benefits that include:

1. Capital gains tax deferral (IRC Section 1042); **this is the one that gets all the press

2. Tax free income to the ESOP from an S-corp.;

3. Employee motivation and retention; and

4. Succession planning.

ESOPs have been bounced around in our offices for a long time, but we seem to be finding more situations that fit than in the past. I think that is because in the past, most of our clients were looking at a leveraged ESOP as a tax free exit (#1 above) and often the underlying economics didn't work, but recently we have had some clients looking at ESOPs for other reasons and the results seem to be more favorable.

There are, of course, a lot of factors to to look at before anyone pulls the trigger on an ESOP, but it looks like we may be seeing more of them in our future and they are definitely something to consider in the right situation.

Selasa, 24 Agustus 2010

Who can be a successful entrepreneur?

During a discussion today with a colleague, the topic came up of "what makes a successful entrepreneur?"

We discussed lots of attributes and reminisced about books and studies we have read on the topic, but when we finished it seemed that we only had two characteristics left...Vision and Practicality.

1. Vision because the entrepreneur needs to be able to see the big picture and create.

2. Practicality because they need to see where the big picture vision intersects with reality, so they can plan and follow through with the steps required to create the vision.

Of course there are a million other things that are either related too or can support those characteristics, but those two are cornerstones.

Senin, 23 Agustus 2010

Salary in a pre-revenue deal....to be or not to be?

Dad and I were working on a deal not too long ago and he made the comment that:

"a deal where one party can succeed where the other party fails pretty much guarantees that is what will happen, but if a deal is set up where everyone has to succeed for anyone to succeed, then it has a chance."

At the time we were talking about a deal that just didn't feel right, even though there was a lot to like. Ultimately, we passed on the deal and the founders moved on to another investor I know (who drove a different deal altogether), but I was frustrated that we couldn't put it together. I never want to see a deal fail to launch simply because of deal structure, or worse yet, a deal fail because of poor structure, but it happens all the time and I think Dad hit on a pretty common reason.

Often in start-ups, I see deals where the founder(s) has spent a lot of time developing from idea into a legitimate business opportunity and is ready to monetize that effort or they are ready to jump into the business full time and need to replace the income from their job.

The scenario usually is played out with a founder inserting a "living wage" salary into the pro-formas and hoping to raise enough money to cover it and the launch plan. Unfortunately, that salary creates a form of exactly what Dad was talking about...all the future risk of failure is on the investor because the founders are now covered (so long as they get a new job lined up before the company goes belly up). With that arrangement, until the company is cash flow positive the founder and investor will be out of sync, which inevitably leads to tension. Even most novice investors will sense that likely outcome and shy away...maybe to the point of not doing the deal, even on a good core opportunity.

A few other (and more investor friendly) options are:

1. The founder receives only a percentage of revenue (up to his salary level); or
2. the founder receives salary, but only out of net cash flow of the business; or
*(That still could leave open the possibility of encouraging a lifestyle company that doesn't ever net much to the investor, but that is a lot better than encouraging a full flop.)
3. founders and investors split any net cash flow (splits can vary).

This is not to say that no deal should have pre-revenue salary for the founders, because some deals just cannot get done any other way, but it is always something that needs to be carefully considered and probably avoided unless it is truly necessary.

Sabtu, 21 Agustus 2010

Content Based Website - Profitability Analysis

I love spreadsheets for evaluating the relative financial feasibility of a deal. It just helps me to take the personalities out of the equation for a little while and run some scenarios.

I have a fairly basic and flexible version (See Link) that I thought might be a helpful place to start if you are thinking about monetizing a content based (i.e. "eyeball" or advertising based) business.

**Hint - don't start unless it looks REALLY good because no one ever seems to meet the pro formas (at least not in the short run).

For more in depth help (or if you are a Spreadsheet Jockey in training) there are any number of books, etc. available.

Jumat, 20 Agustus 2010

Monetizing a Website or Blog...just the Basics

Ok, I have had several conversations in the last few days about monetizing websites or web businesses (Blogs certainly included here). Basically, it comes down to adding up the value of each visitor, plus any services or products a site sells.

But for a simple lawyer like me, I needed to have a basic course in what revenue streams were available for a content based site.

After a bit of reading...the core seems to be: (Article)

1. AdSense
2. Affiliate Marketing (Article)
3. Banners
4. Sponsors

AdSense pays a percentage of the (reportedly 1/3) of the Google Adwords fee paid by the advertiser. Affiliate marketing (like Amazon's program) is similar, except the payment is a sales commission. Banners are similar to AdSense, especially if you use a banner management program.

In all of these situations, click through rate ("CTR") is very important. Typical CTRs are in the range of 1-5%, but there are occasional reports of higher rates. (Article)

Sponsors (and sometimes banners) are simply companies paying a fee for a branding presence or maybe even individual donations. The drawback with site sponsorship are that they usually need to be individually sold (which requires time), but they have the benefit of bringing a potentially larger revenue stream into the site owner if the correct fit is available.

If all that revenue grows substantial the time may eventually come to sell..., but that is another topic for another day.

Jumat, 13 Agustus 2010

Sales Strategy...Solutions v. Products

I see a lot of startups and more seasoned companies that are trying to cold sell their product. Cold selling a product is hard.

What I mean by cold selling is that they have a product (could be a service too) they like/love and they think just about everyone else will too, if they knew about it. This attitude is often characterized by statements like:

- "Everyone is a potential customer"
- "Sales are not a problem if I just had some more money"
- "I'm not worried about sales"

****Newsflash - Everyone should be worried about sales...it is the lifeblood of the company****

And there is help available.

Sales are indeed a process. In fact there are any number of websites that will be happy to show them to you. One simple flowchart is from www.better-sales-and-selling.com :



This type of chart is a good start toward a real sales strategy because it is simple enough to be flexible for a variety of companies, but segmented enough to build a legitimate strategy outline.

Each step in the process should have a defined solution and in really great sales organizations there are numerous solutions to each step.

Nonetheless, the heart of the process will almost always be the solution. The solution has to have a compelling value proposition to the customer, or inertia and the noise of life/business will makes sales much more difficult. If a company has a solution with a compelling value proposition then most of the remaining process is simply communication.

To validate or formulate a value proposition is critical and there are also any number of websites that will talk about that process as well. Blue Ocean Strategy is probably my favorite, but the simplest one is something I have heard many times around the house:

1. The easiest thing to sell is something that "makes" money,
2. the next easiest thing to sell is something that "saves" money, and
3. the hardest thing to sell is something that "cost" money.

Whatever they choose to use, if a company wants to have better sales, they probably need to look at their overall sales strategy because it can (and usually will) drive the success of a company.

Rabu, 11 Agustus 2010

Is a Company ready to think about outside investment....?

"Sequence of Blue Ocean Strategy" is pretty much a summary of the initial evaluation of an angel deal... www.blueoceanstrategy.com/abo/sequence.html

1. Product/Service has Significant Value/Utility to the User
2. Compelling Price
3. Appropriate Cost of Production (i.e. good margins at the compelling price)
4. Reasonable Adoption Plan

At least self certifying (if not certification by a relevant 3rd party) that a deal passes well through this evaluation should probably be a requirement for beginning any fundraising effort.

Jumat, 23 Juli 2010

Recap - Birmingham Angel Network meeting last night

We had a smaller (typical for summer) but very engaged crowd last night to hear our two presenters, Transaction Tree and YouthMinistry 360.

Jason Shapiro with Transaction Tree engaged the crowd with a lively discussion on POS systems, e-receipts and the direction of commerce in the digital age. Les Bradford and Andy Blanks of YouthMinistry 360 then gave an inspiring discussion about youth ministry and working with teens and those supporting them.

All in all it was a fun night and a good time was had by everyone. For those that couldn't make it we would love to see you at the next BAN event and we certainly expect to hear more from our presenters as they grow into the future.

www.birminghamangels.com

Selasa, 13 Juli 2010

Birmingham Angel Network meeting next Thursday night (6-8pm).

Birmingham Angel Network meeting next Thursday night (6-8pm) at Innovation Depot.

We will be having a couple of company presentations and it should be a typical slower and more relaxed summertime meeting, so a great time to bring a guest.

www.birminghamangels.com

See you there.

Minggu, 11 Juli 2010

Estate tax remains unresolved

It has come to this: Congress, quite by accident, is incentivizing death.

When the Senate allowed the estate tax to lapse at the end of last year, it encouraged wealthy people near death's door to stay alive until Jan. 1 so they could spare their heirs a 45% tax hit.

Now the situation has reversed: If Congress doesn't change the law soon—and many experts think it won't—the estate tax will come roaring back in 2011.

Not only will the top rate jump to 55%, but the exemption will shrink from $3.5 million per individual in 2009 to just $1 million in 2011, potentially affecting eight times as many taxpayers.

The math is ugly: On a $5 million estate, the tax consequence of dying a minute after midnight on Jan. 1, 2011 rather than two minutes earlier could be more than $2 million; on a $15 million estate, the difference could be about $8 million.

Of course, there is a "death incentive" whenever Congress raises the estate tax. But it hasn't happened in decades; the top rate has held steady or fallen since 1942, according to tax historian Joseph Thorndike of Tax Analysts, a nonprofit group. In fact, the jump from zero to 55% would be "the largest increase in a major tax that we've ever seen," Mr. Thorndike says.
Too Rich to Live? The estate tax is set to come roaring back in January. That sets the stage for a perverse calculus: End it all—or leave a massive bill for your heirs to deal with. WSJ.com, July 10, 2010

Selasa, 06 Juli 2010

Baseball and Investing

Growing up with a dad that played a lot of baseball, many of the advice I heard around the dinner table related to the strategy of the diamond.

Particularly, I think about frequent advice to focus on the fundamentals while hitting singles and letting the home runs happen. Great advice for a young man that had (maybe, "has") a talent for sometimes biting of more than he could chew.

But the thing I was thinking about this weekend was the mystery of a streak. You know, "don't mess with a man on a streak" and all of the hocus pocus that makes for so much fun on the outside looking in.

I think deals may be somewhat like baseball streaks (and maybe home runs too). I never really know what trigger gets a deal on a hot streak, but I sure don't want to touch them too much when they are on one.

I wonder if it would help to suggest wearing lucky socks too.

Kamis, 01 Juli 2010

What do Angels want to see?

Angel investors should want to work with entrepreneurs that (1) value their investment even more than they do and (2) are fanatical about the product or service...but social intelligence is huge too.

Social intelligence makes almost all of the many tough things about starting a new business easier...marketing, sales, HR, customer complaints, negotiations, investor relations and the list goes on.

Unfortunately, it is the lack of social intelligence that makes many brilliant and creative people a terrible fit to lead a new venture. That doesn't mean those people can't be involved at all, but the overall leadership needs to be good with people.

So if you are an odd duck, be honest with yourself about it and try to partner with someone that can be a great face of the company or you may be fighting a long battle.

Rabu, 30 Juni 2010

Do It Yourself Estate Planning Pitfalls

The pros and cons of DIY estate planning are discussed in yesterday's article in US New and World Report:
"Unless you are single and have absolutely no money," says Brooklyn-based estate planning and tax lawyer Hani Sarji, you need an estate planner, because people tend to make mistakes when they fill out their own forms online. "People might get a false sense of security from DIY estate planning," Sarji adds, and answering one question incorrectly or overlooking something such as appointing a guardian for children can lead to major problems down the road.

On her blog, estate planning lawyer Leanna Hamill writes about a colleague who had a client who used an online do-it-yourself will that he failed to update after some of his beneficiaries died and he opened new bank accounts that weren't mentioned on the form. "That is the reason to have an attorney assist you with this process. We know the questions to ask, and we know what to do with the answers," she writes.

"Without a lawyer, you might not understand the terms," says Deborah Jacobs, author of Estate Planning Smarts. Therefore, you could inadvertently give someone more power than you want to when creating a "durable power of attorney" document, for example. That document essentially gives someone else the power to take care of your finances if you become incapacitated. Jacobs says that if that person isn't trustworthy, he or she could steal from you. She also warns that if the document isn't executed properly—in some states you need witnesses to your signature—then it might not even be valid.

Another risk, says Jacobs, is that when it comes to transferring your money to family members after you pass away, a self-written will might contain holes that lead to errors.
As with other areas of the law, other lawyers, who don't practice estate planning law, have hired me to assist them with their estate plan; if they know they can't tackle an incorporation or an estate plan without some advice and counsel, do you believe you can do better?

Rabu, 23 Juni 2010

LegalZoom.com Faces California Class Action Over Estate Planning Documents

Legalzoom.com has been accused in California of the unauthorized practice of law, as well as providing ineffective estate planning documents.

January 8, 2012 Update: The case now has apparently settled, as most class actions and indeed most lawsuits of any kind are.

Senin, 21 Juni 2010

Tax Audit Risk Among Reasons to Incorporate Side Business

CPA Michael Hanley, who specializes in working with small business, advises:
"The #1 most overlooked tip by people running side businesses is that they fail to setup a business entity because they still view their business as a little side business that they will incorporate when things take off."

Sole Proprietorships (the business structure you default to if you fail to setup a Corporation, LLC, etc) are subject to the highest audit risk out of all the business structures. The reason for this high audit risk is that all Sole Proprietorships report their business income and expenses on Schedule C (the second most highly audited form that you can attach to your tax return). By setting up an S Corporation, you become nine times less likely to be selected for a random IRS audit (audit risk decreases from 2.7% to .3%, making it very possible that you can go your entire life without ever being selected for an audit).
Setting up a Side Business Can Be Risky Unless You Do it Right, Mithcell York, About.com: Enterepreneurs

Rabu, 16 Juni 2010

Basic steps for raising capital (BAN or otherwise)

1. Does the business idea/opportunity make sense?
2. What are the initial deal terms?
3. Who are the 1-3 lead investors?
4. Due diligence review
5. Revise the terms per the negotiations with lead investors
6. Begin roadshow process with other investors
7. Open escrow
8. Break escrow when the minimum is raised and continue the roadshow until the offer is full

This seems to be the most consistent process and deals that have tried to skip steps tend to have a hard time.

Selasa, 15 Juni 2010

Los Angeles Business Tax Break Proposed

Los Angeles' mayor today proposed an expansion of the City of Los Angeles' new business tax exemption, from two to three years, assuming gross revenues of less than $500,000:

Tax Break for New Businesses Proposed, Los Angeles Business Journal, June 15, 2010

Sabtu, 29 Mei 2010

This is a peculiar political year, even for Alabama...

This is a good start on explaining why I (and almost everyone I know) are completely frustrated by our political system at the moment.

This has been a peculiar political year, even for Alabama. James’s biggest opponent, Bradley Byrne, was attacked by a group called True Republican PAC, which ran an ad charging that Byrne supported the teaching of evolution.

Byrne, who has multiple degrees and was chancellor of the state community college system, indignantly denied the charges.

But wait, there’s more. It turns out that True Republican PAC was bankrolled by the state teachers’ union, which is angry at Byrne for trying to ban teachers from holding second jobs as state legislators. The Alabama Education Association apparently felt a good payback would be to spend $500,000 on a group that encourages people to vote against any candidate who believes there is a scientific explanation for the origin of life.
NY Times OpEd - Alabama Goes Viral

Rabu, 19 Mei 2010

Birmingham Angel Network - May Meeting next Thursday, the 27th

Brief reminder that the Birmingham Angel Network meeting will be next Thursday evening on the 27th at Innovation Depot. www.birminghamangels.com

We will be hearing from at least one project currently in the roadshow phase and may have one more depending on how fast a couple of items can get finished, otherwise they will be back in the next cycle.

Please feel free to bring a friend and check out the festivities.

Sabtu, 08 Mei 2010

CEOs rank California 51st for Business Environment

More than 600 CEOs rated states on a wide range of criteria from taxation and regulation to workforce quality and living environment, in our sixth annual special report.

In Chief Executive’s annual survey of best and worst states for business, conducted in late January of this year, 651 CEOs across the U.S. again gave Texas top honors, closely followed by North Carolina, Tennessee and Virginia. They gave the booby prize for worst state to California, with New York, Michigan, New Jersey and Massachusetts filling out the bottom five-a line-up virtually unchanged from last year. Florida and Georgia each dropped three places in the ranking, but remain in the top 10. Utah jumped six positions this year to sneak into the top 10 at No. 9.

The business leaders were asked to draw upon their direct experience to rate each state in three general categories: taxation and regulation, quality of workforce and living environment.

Best and Worst States for Business 2010, chiefexecutive.net, 29 April 2010

See also Of 50 States, California ranks 51st, Orange County Register editorial, 5 May 2010:
As the magazine noted, Californians pay among the nation's highest income and sales taxes. Unemployment exceeds the national average, and, contrary to the national trend, "union density is climbing, from 16.1 percent of workers in 1998 to 17.8 percent in 2002."

Indeed, according to the magazine's critique, "organized labor has more political influence in California than in most other states." The magazine zeroes in on perhaps the crux of the problem: "When state employees reach critical mass, they tend to become a permanent lobby for continual growth in government."

That helps to explain why unfunded pension and health care promises for state workers "top $500 billion, and the annual pension contribution has climbed from $320 million to $7.3 billion in less than a decade," as the magazine noted.

It doesn't take a national survey to reveal California's failing business climate. Seven California metro areas were among the 15 national leaders in commercial bankruptcy filings in 2009, according to Equifax Inc. Not coincidentally, California had twice as many personal bankruptcies as any other state in 2009 when it ranked 11th in bankruptcies per capita.

It also doesn't take a CEO to notice the differences between California and top-rated Texas. Texas, with nearly as many residents and the world's 12th largest economy, "is where 70 percent of all new U.S. jobs have been created since 2008," the magazine reported. Also unsurprisingly, Texas gained more than 848,000 net residents based on migration in and out of the state in the past decade, while California lost 1.5 million, according to the Census.

"You feel like [Texas] state government understands the value of business and industry to create jobs and growth," one CEO said in the magazine.

Jumat, 30 April 2010

Death of Trust...Sex, Money and Abuse of Power (Part Two)

Last week we discussed some of the negative effects of a loss of trust, but the big question remains...what do we do?

There are a number of options:
1. Structural reforms - policies, procedures, etc.
Certainly, these are useful tools to prosecute the bad actors, but shouldn't we (and our leaders) hope to strive for a higher standard than simply the minimum required to avoid rebuke?

2. Oversight (internal and external)
*Peter Eigen believes that the best way to root out corruption is to make it known. Ted.com = Peter Eigen "How to expose the corrupt"
Again, internal and external oversight are great tools to root out the bad actors and even may carry significant incentive/disincentive value.

However, I'm not sure we can create enough external controls or even enough 3rd party incentives to materially change average behavior.

I have heard it said that "we get the government we deserve." I think there is a lot to be said for that because politicians and leaders are a part of the community that elects them, so they should represent many of the traits found in the electorate. Therefore, if we want our leaders to have integrity then integrity has to become something valuable to the electorate and each person has to work toward increasing their own standards of behavior. And this leads to #3.

3. Personal Integrity
http://www.ehow.com/how_4746291_restore-integrity-personal-work-life.html -
Integrity starts from within. If we are to have integrity in every day life, we must first master it within our minds. Each and every day, we wake up and begin the day long process of running thoughts, conversations and questions in our minds. In total, it's been estimated that we have 65,000 thoughts every day. Have you ever given thought to your thoughts? What do you think about in a given day and are most of your thoughts of a positive nature? Are they meaningful and productive? How much of your thoughts are negative? What thoughts do you act on?

Negative thoughts are often expressed as complaints. People who complain also tend to make their grumblings known to other people who have no part in a positive and productive solution. People complain about their parents to their siblings, about their bosses to their co-workers, about their husbands, wives or significant others to their friends. They even complain about strangers to other strangers. Complaints are common, often in the absence of a solution to the issue or problem that sparked the complaint. But, if negative thoughts and complaints continue with no mediation or solution, they can manifest into self-destructive or aggressive behavior. Addiction, divorce, aggression, job loss, depression, misery; these are consequences of not having the maturity, responsibility and integrity to manage negative thoughts and difficult situations properly and act on a productive solution. I've read that if you aren't living with integrity, then your priorities, goals and values become sacrificed and you begin to attract people that make you feel bad

Interestingly, people with integrity don't complain much. People with integrity have the maturity to address their issues with the right people. They take responsibility to seek and take action toward solutions to their problems. They do what they say they will do. They have the willingness to create a plan (work and/or personal) and follow it through.

People with integrity are successful because they take control over their negative thoughts and replace them with productive, positive thoughts that manifest into great and powerful actions. If you identify yourself as a complainer, but want to change, you can. It is possible to restore your integrity

Maybe the ehow.com version is the way to do it, maybe another. Either way it is essential that we try.

I know it may sound hokey, but skepticism that runs rampant because of a loss of personal honor can rob societies of their very future. Therefore, it is in each citizen's best interest (and should be our responsibility) to make sure that we are doing what is right and true, so that standard of action may become expected of everyone again.

Thanks for your time and I hope this hasn't been too preachy, but I also hope it resonates, at least a little.

Best of luck on your journey, be good.

Selasa, 27 April 2010

California Secretary of State Processing Times

California Secretary of State business entity filing times have soared since the first of the year, as a result of the state budget crisis and resulting budget and staff cuts at the Secretary of State's office (which included the closing of some regional offices).

Alas, the Secretary of State also failed to notify practitioners or the general public about these changes before the fact, resulting in unexpected delays to the tune of 6-8 week turnaround for business entity (LLC, corporation, etc.) filings by mail and standard over-the-counter expedited filing times increasing to three weeks and sometimes more from an average of less than two.

Belatedly, the SOS issued this apologetic announcement earlier this month:

http://www.sos.ca.gov/business/pdf/processing-times.pdf [subsequently updated in 2011 to provide an update on the progress the SOS is making to work through these issues]

Senin, 19 April 2010

Death of Trust...Sex, Money and Abuse of Power (Part One)

Watergate, Monica Lewinsky, ABSCAM, Jack Abramoff, Iran Contra, Keating Five, Rod Blagojevich, Elliot Spitzer...Don Siegelman, Richard Scrushy, Bill Blount and Larry Langford.

Is there any question why many citizens have lost faith in the American political leadership? And that is only a glimpse of U.S. politics, unfortunately private industry and international leadership are even more scandalous.

So, why should we really care? Isn't this just good news foder for TMZ? Not if you ask anyone currently looking for a job or that is a victim of crime or simply anyone that tries to do things the right way for that matter. Furthermore, we should care because these are our leaders and they are supposed to exemplify the best we have to offer, not act like a common street thugs just looking for a score.

Empirically speaking, the results of this behavior leads to all manner of negative public effects, including but not limited to: higher transaction costs, undercut free market competition, hampered overall systemic efficiency, inefficient allocation of resources and a general sapping confidence in the political system which leads to higher risks and thus increases required potential returns for an enterprise to be viable.

Ok, so maybe it hampers the economy a bit...still so what? It's more than a bit, according to the University of Connecticut the economic impact of political corruption is significantly greater than that of the tax environment. So, we can cut taxes, provide incentives, etc., but it still won't overcome the negative impacts if our elected officials aren't following the rules.

And that is just the economic risk...Michael Spencer speaking at TED 2010 warned of the social and medical dangers caused by a lack of confidence in our leadership. (See: "The danger of science denial" Feb 2010)

If you are beginning to be convinced that ethics are important you may be asking how we begin to solve this issue and increase the likelihood that our public officials will act honorably.

If so, check back next week for Part 2.

Jumat, 09 April 2010

Things that I think are worth reading and knowing.

Occasionally I run across things that I like or think are useful and they may or may not be related to a particular topic, but I like to share so here are a few.

1. The details behind why investors consider being an angel investor...and what entrepreneurs should know if they are going to try and become one too.
Important Things for
Entrepreneurs to Know
about Angel Investors


2. The Angel Capital Association has a research section (including the item above) with a ton of good information.

3. I think handling mail is a hassle so...Earth Class Mail , although some of the reviews give me a rather large pause, but maybe Zumbox.com is the answer. In any case, these are cool ideas and I would love one to work out.

4. Along the same lines as above, I also think paying bills is a hassle so...PayTrust (made by Intuit but 1/5 the cost of Quicken bill pay).

5. Also, while working on this post, I ran across a big list of "Top Web Apps" that has some of my favorites and I intend to try some of the others too.

Be good.

Jumat, 02 April 2010

One step forward and two steps back, Senator Dodd's Reform Bill does not attract

With all due respect to Paula Abdul and Cool Cat, I am not a fan of progress by way of "one step forward and two steps back."

The last couple of years we have seen unprecedented amounts spent to try and stabilize, then invigorate the national economy. TARP added $700 billion into our financial system and the Recovery Act added another $787 billion into tax benefits; contracts, grants and loans; and entitlements.

These measures may have had varying or arguable results, but they were extraordinary measures by any standard and we have started to see signs of a recovery.

It would seem that right now would be the time to nurture our fledgling recovery and make every attempt to ensure that it takes hold. In fact, I have written about and applauded some states' attempts to continue to foster new businesses by creating angel investment tax credit bills and we all probably hear many other programs to create jobs, etc. all the time.

Unfortunately, like a weed in the garden comes Senators Dodd's bill making it even harder to start a new company and specifically taking aim at the ones best positioned to grow into big companies. Provisions such as:

1. one that would require startups raising funding to register with the Securities and Exchange Commission, and then wait 120 days for the SEC to review their filing.
2. a second provision raises the wealth requirements for an “accredited investor” who can invest in startups — if the bill passes, investors would need assets of more than $2.3 million (up from $1 million) or income of more than $450,000 (up from $200,000), and
3. the third restriction removes the federal pre-emption allowing angel and venture financing in the United States to follow federal regulations, rather than face different rules between states.

And despite an outcry heard all over the nation, from both liberals and conservatives, there has as of yet been no movement on the language or provisions and only a minor acknowledgment of the criticism.

This is a big deal...and Senator Dodd needs to hear about it until it gets fixed.

Kamis, 25 Maret 2010

Busy Thursday

This may be one of the more group meeting packed days I have had in a while.

1. MS Society - Leadership 2010 group breakfast at 7am
2. Birmingham Venture Club meeting at lunch
3. Cuestion Tequila "Meet and Greet" at 5pm
4. Birmingham Angel Network meeting at 6pm

That is a full day for me, but it is exciting to have a lot going on.

If you are going to be at any of these, please drop by and say hello.

Kamis, 18 Maret 2010

Letter to Senator Shelby

Senator Shelby,

I would like to express serious concerns relative to Senator Dodd's regulatory reform bill, specifically the provisions in Section 926, entitled "Authority of State Regulators Over Regulation D Offerings" (pages 816-819).

I am the Executive Director of the Birmingham Angel Network, Birmingham's only Angel Capital Association chapter, and we are working very hard to increase the availability of angel capital to high growth start-ups in Alabama. These efforts even include the widely supported idea of creating a state tax credit for qualified angel investments. Unfortunately, increasing regulation requirements and increasing the standards for qualified investors will only make that goal harder to achieve, in a time when our state and national leaders need to be doing all they can to promote the creation and growth of new businesses.

While there are certainly reforms that are necessary and should be supported, these provisions will simply impede vitally needed areas of economic growth and we would ask that they be removed from the bill.

Sincerely,
Joshua Watkins
Executive Director
Birmingham Angel Network, LLC

Senin, 15 Maret 2010

Instead of Dodd's overhaul, why not start with repealing GLBA

Citigroup and the other mega banks started "too big to fail" in 1999.

Don't believe it. That was when the Gramm-Leach-Bliley Act (GLBA) was passed, after decades of lobbying by some of the largest financial institutions. It repealed part of the Glass-Steagall Act of 1933, thereby opening up the market for mergers among banks, brokerage firms and insurance companies.

The Glass-Steagall Act had previously prohibited any one institution from acting as any combination of an investment bank, a commercial bank, or an insurance company and had been working fairly effectively since the great depression by segregate essential banking functions and preventing "too big to fail" or the related systemic risk.

The history on GLBA (according to Wikipedia) is pretty bad, especially given the results, and it should have been forseen:
"Prior to the Act, most financial services companies were already offering both saving and investment opportunities to their customers. On the retail/consumer side, a bank called Norwest which would later merge with Wells Fargo Bank led the charge in offering all types of financial services products in 1986. American Express attempted to own almost every field of financial business (although there was little synergy among them).

Things culminated in 1998 when Citibank, merged with Travelers Insurance creating CitiCorp, the largest and the most profitable company in the world. The merger violated the Bank Holding Company Act (BHCA), but Citibank was given a two-year forbearance that was based on an assumption that they would be able to force a change in the law. The Gramm-Leach-Bliley Act passed in November 1999, repealing the BHCA and portions of the Glass-Steagall Act, allowing banks, brokerages, and insurance companies to merge, thus making the Citigroup/Traveler Group merger legal."

So, rather than creating an even bigger mess with a "systemic overhaul," why not just start by repealing the ill conceived legislation (GLBA) that got the "too big to fail" ball rolling in the first place.

Of course that won't happen because creating huge new legislation and ramming it through under threat of dire consequences is too big of an opportunity to shift the playing field for any legislator to pass up.

Minggu, 14 Maret 2010

Citique/Analysis of Georgia Jobs Bill of 2010 (HB 1023)

I have had several people ask about the Georgia Angel Tax Credit bill since the BBJ article, so I thought this was as good of a place as any to cover it.

Georgia HB 1023 - Jobs, Opportunity, and Business Success Act of 2010 also known as the Jobs Bill of 2010 is designed to use tax credits, cuts and incentives to create, expand and attract new businesses. The bill has several parts, namely:

1. Creation of the “Year for Georgia Entrepreneurs”: Allows Georgians the opportunity to start a new business with no state fees.

2. “Angel Investor” Tax Credit: An income tax credit of up to 50% of an investment made in small or start up businesses with 20 or fewer employees. The income tax credit would be available 2 years from the date of investment. The total “Angel Investor” tax credit pool would be limited to $10 Million per year (adjusted for inflation) and dispensed on a first come-first served basis.

3. Quarterly Credit Towards Unemployment Insurance Tax: For each eligible employee hired who is receiving State Unemployment benefits, a company will receive a $25-125 quarterly credit towards their unemployment tax.

4. $2,400 Tax Credit for the Hiring of the Most Difficult to Employ: Any Georgia company which hires a person, in a net new job, who has been eligible to receive unemployment benefits for at least 13 weeks, can receive a tax credit of $2,400 after 24 months of consecutive employment.

5. Elimination of the Net Worth Tax: The net worth or intangible tax (held over from a 1930’s law and only retained by a handful of states) that taxes wealth accumulation is eliminated.

6. A Triggered 50 Percent Reduction of the Capital Gains Tax for all Georgia Taxpayers: Georgia currently has the 15th highest Capital Gains tax in the country and the 2nd highest in the Southeast, with two neighboring states at 0%.


My Thoughts -

I like the elimination of the state fees for creation of an entity, that is a small hurdle, but can be a big deal to small businesses and I think most businesses would be better served in a liability limiting entity rather than as a sole proprietorship.

I would like to see some narrowing of the "qualifying business" definition for purposes of the angel tax credit, mainly to include some version of a related party exclusion. Otherwise, I think it is at serious risk of being somewhat wasted and used in intra-family gifting/estate planning strategies.

Also, the new jobs creation/hiring credit is probably a bit ill conceived, since I doubt many small businesses will let a $2400 tax credit (or similar stipends) drive hiring decisions.

Overall though, Alabama could well use a similar bill and it takes guts to make a proposal (any proposal) because it is some much easier to sit on the sidelines and complain. We should support those that are trying to come up with good solutions and applaud those efforts.

Rabu, 03 Maret 2010

Startup Digest....getting Birmingham on the list

In a post on Venture Hacks today, Nivi mentioned Startup Digest (link) as a place to see what events are going on in the startup world. Being interested in staying plugged in, etc. I checked out the list and (probably not surprisingly) Atlanta is about the only southern city even on the list.

Birmingham certainly has plenty of startup related events and several startup related entities, so maybe as we grow the profile of our local community we can become more of a player in the national scene.

Kamis, 25 Februari 2010

National Multiple Sclerosis Society - Please help by making a donation - large or small - to fight MS.

Dear Friends and Family,


I have been selected by the National Multiple Sclerosis Society to become a member of the Birmingham MS Leadership Class of 2010, a group of Birmingham area professionals who have made an outstanding contribution to the business, civic and cultural betterment of our community. With this honor, I have accepted the responsibility of raising money to support the programs of the Alabama Chapter of the National Multiple Sclerosis Society. I have a very ambitious personal goal of $2500.00 that I want to raise for the MS cause. Please help by making a donation - large or small - to fight MS.

The National Multiple Sclerosis Society is the only national voluntary health agency in the United States supporting worldwide research to find the cause of, a cure for, and the means to prevent multiple sclerosis. The Society invests more money in MS research than any other private funder in the world. This investment is paying off as we now have six treatments to help slow the course of this unpredictable disease. Locally the Alabama chapter provides vital programs and services to over 4,000 persons living with the challenges of MS and their families.

Whatever you can give will help! Together we can make a world of difference.

Sincerely,
Josh

Click here to get to my personal page and make a secure, online donation.

To send a donation: Make all checks payable to: National MS Society Mail to: Josh Watkins 2000 Southbridge Pkwy. #500 Feld Hyde Wertheimer Bryant & Stone PC Birmingham, AL 35209-1303.



Early and ongoing treatment with an FDA-approved therapy can make a difference for people with multiple sclerosis. Learn about your options by talking to your health care professional and contacting the National MS Society at http://www.nationalmssociety.org/ or 1-800-344-4867.

Rabu, 24 Februari 2010

Pigs get fat and hogs get slaughtered...

I'm not sure who first used that expression with me, but it is one I have used a lot lately, especially when asked about our state bingo fiasco.

Why would anyone care what I think about bingo...because in a strange twist of fate, this Southern Baptist political moderate has been engaged to work with a couple of different bingo owners on some tax issues.  I can assure you that when I was in law school dreaming of one day being a big time corporate lawyer, I never imagined it would in any way involve me in the showdown between Milton and Bob.

Nonetheless, taxes are a tool of the state and here I am.

So, you ask, what is the deal down in Montgomery and what does it have to do with swine?  (insert a big grin)

The specific reason I use that phrase has to do with the bingo bill currently being proposed by the Sweet Home Alabama group.  For some reason, probably having too much to do with hubris and ego, the big bingo players took a lot of public sympathy and support due to job losses, etc. and rather than simply saying "Fine, if the governor thinks the old Constitutional amendments don't cover electronic bingo, let the individual counties vote on new amendments that would be more clear." That would have a lot of sense and probably been hard to oppose.  But nooooo, they had to swing for the fences and try to get a state approved monopoly out of the deal instead and in the process they may end up wasting all their public support.

So, there you go, pigs get fat and hogs get slaughtered.

Kamis, 18 Februari 2010

The time may be NOW for Alabama to become a new economy leader

Interesting timing of my last post.  The 2010 Silicon Valley Index was just released and already national publications are pointing to it's rather shocking reference of Huntsville, Alabama as a potential competitor to Silicon Valley, due to Huntsville's strong position in Federal procurement.

See:  Business Week and Wall Street Journal Articles

Of course, that bold prediction can not come to significant fruition unless Alabama takes a more proactive role in understanding the oportunity that is available and providing appropriate resources and support.

Some of the challenges include:

1.  Shortage of seed/startup stage funding
2.  Lack of a large local biotech company to commercialize local medical university innovations
3.  Connecting the managerial and innovation talent to the opportunities
4.  National perception

There are certainly more challenges than those above, but those are some of the big ones.  But, they are not insurmountable if our local and state leaders (both public and private) really want to tackle the issues that can help drive Alabama forward.

Rabu, 17 Februari 2010

Time for an Alabama Angel Investor Tax Credit and maybe more

Alabama's economy ranked dead last in Economic Dynamism according to the 2009 Astra report.   That rank was not much better in the other entreprenurial indicators.  This is despite ranking 21st in Federal R&D expenditures at colleges and universities.

To be sure Alabama has made some significant strides in economic development.  The auto industry has certainly been a good catch for Alabama's EDO.

Also, in February 2004, the Alabama Certified Capital Company Program (CAPCO) created six new private equity funds. As a result, Alabama had $100 Million in new private equity dollars spread between six funds which range in size from $11 to $20 million each. Then, in 2008, an additional $100 Million in private equity dollars spread between six funds became available. The result was $200 Million of new venture capital available to qualified businesses.

Why then, in a state that contains some leading science and technology universities, aren’t new innovative technology companies springing up at the pace of other states?   It’s because the new companies can’t find seed capital investors the way they can in other states.  Without seed capital for high growth startups, there are very few later stage high growth startups that can make use of the CAPCO investments.  The recent economic meltdown in the banking industry has only intensified this investment gap, as investment firms that used to look at earlier stage companies can now look at more established deals because traditional bank financing is not readily available.  
 
Some 20 or so states have already seen the need to encourage investors to fill this investment gap.  Those are many states where the government offers an Angel Investor Tax Credit — a tax credit that is given to people who invest in small but emerging companies.
  • Minnesota is trying to pass a Angel Tax Credit (Link)
  • ACA study on Investor Tax Credits  (Link)
If Alabama legislators want to really do something to encourage good organic economic growth in our state, they should look at what other forward looking state's are doing and provide some encouragement for our local investors to put their invesment dollars to work at home.

Senin, 15 Februari 2010

Time to look outside of Wallstreet. Local startup capital wanted...and needed.

According to MoneyTree (report link) we only had three Alabama companies participate in venture capital rounds during the 4th quarter of 2009.
  • Atherotech, Inc. Southeast AL
  • Halo Monitoring, Inc. Southeast AL
  • Silver Leaf Capital LLC Southeast AL
Of course, the MoneyTree report is widely known to be under reported in Alabama, but that is still an absurdly low number.  If Alabama is going to pull it self up by it's bootstraps and "refuse to participate in the recession" then we are going to need a much higher VC and similar participation than 12 companies a year.

Let's do the math for a minute.  According to the 2007 Kauffman Foundation study on returns (study link), "angel investors participating in organized angel groups achieved an average 27 percent internal rate of return on their investments" however the study also confirmed the conventional wisdom that the majority of those returns were produced by a small percentage of the portfolio.  In the study, "the top 10 percent of exits account for 75 percent of the total cash returns in the sample."  That means that at the MoneyTree reported rate, Alabama is barely investing in enough companies to consistently produce one significant success a year...for the whole state.  No wonder supporting and using venture backed startups to impact the local economy isn't really viewed as a viable economic growth strategy.

But it is...

There are numerous examples of other regions that actively use high growth startups to energize the local economy and are all the better for it...Silicon Valley, NY, Austin, NC Research Triangle and even Nashville.

The strangest thing to me is that I get the feeling that many of our potential local investors think that startup investing is something that is done by "those other people, over there" or that establishing success startups can't be done here or is something akin to gambling.  Of course, many of those same people have no problem at all putting money into a fund managed a thousand miles away, by a person they will never meet, to invest in companies they personally may know little or nothing about.  And those returns have been dismal for a decade.

Now, I'm not advocating taking all your money out of the NYSE and putting it into some random local startup all by yourself, but for those that have the ability to diversify into some non-traditional investments...why not participate in a local invesment club (see: ACA or Birmingham Angel Network) and use some of that capital to do some good in your local economy, you just may end up finding some higher returns?