I recently attended a useful talk by Scott Walker on the biggest legal mistakes start-ups make. I had been exposed to many of these concepts before, and it was useful to hear someone talk about them in depth. This was part one of a two-part series of talks. The following is not meant as legal advice; it's just notes I took on Scott's talk. 1. Your employer has ownership to your IP -If you're using your employer's facilities -If your outsourced development company keeps your IP and doesn't properly transfer it to you 2. Choosing the wrong entity -If you need venture funding, you really should be a corporation in Delaware. -S or C corp is the only decision to make. -"Qualified small business stock": if you start as a C corp, you get a big tax break (0 capital gains up to $10M if hold the stock for 5 years). You can't get this if you convert to a C corp. This is from IRS Sec. 1202. -Use an S corp if want to put in your own money for a while and want to take tax losses early on. -If you're bootstrapping, an LLC can be fine. -Sec 1244 gives $50K of deductions for C corps. 3. Splitting equity foolishly -Equal split is the most common and biggest mistake. -It should depend on levels of involvement in past and future and value each person brings. -Biggest business decision you'll ever make: who is your co-founder (Scott said 2 is the best number of founders; he said YC and TechStars require it) 4. Not setting up a vesting schedule -Done through a Restricted Stock Purchase Agreement -Typically vest shares over 4 years on a monthly basis -1 year cliff: nothing vests if fired or leave in the first year -Can sometimes pre-vest or accelerate in certain circumstances -VCs will always set up vesting schedules for the team -Your accountant needs to file an 83b election with the IRS. 5. Not complying with securities laws -You can't raise money on social media. -You can't advertise or solicit. -You must build relationships directly. -Investors want to see resourcefulness and tenacity of an entrepreneur in networking. -You must get "accredited investors." Add Comment Notes on Decoded by Jay-Z 03/21/2011
I recently had the pleasure of reading Decoded by Jay-Z, his cross between an autobiography and "decoding" of his rap lyrics. I was lucky enough to read the AV "enhanced" Kindle version, which featured several videos of Jay-Z talking about the songs and bringing the stores in the book to life. (I only wish it had more "behind the scenes" of his actual singing and music videos, but just hearing him speak and riff on the lyrics was cool too.) Jay-Z says he had three goals with the book. The first goal was to make the case that hip-hop lyrics (not just his lyrics, but those of every great MC) are poetry if you look at them closely enough. (I got a kick out of reading that because I've been telling my friends that for a while myself.) The second goal was to tell a little bit of the story of his generation and show the context for the choices they made. The third goal was to show how hip-hop created a way to take a very specific and powerful experience and turn it into a story that everyone in the world could feel and relate to. All three messages came across clearly in the book. The book alternated between prose and lyrical decomposition -- breaking down line by line (and often word by word) with footnotes describing the double and sometimes triple meanings behind the lyrics. I was amazed to see so much that I had missed from more cursory listening. I also learned a lot of interesting things about Jay-Z's life. His dad left his family when Jay-Z was very young, and though he did reunite with him, it was a very traumatic childhood. He saw his first murder at age 9 and would routinely wake up to the sound of gunshots in the New York Projects housing where he lived. He grew up hustling (selling drugs) on the streets and traveling all over the state to make a living. While doing this since a young age, he would write rhymes almost non-stop, stopping in the middle of crosswalks and noting down rhymes on paper bags. He couldn't stop the rhymes from coming into his head. He spent considerable time traveling around and rapping for others too, trying to get his break into the music industry, which never treated him well. In the end, he became a true entrepreneur. He risked all his capital and resources and pooled them with a friend to start his own label (Roc-A-Fella). This was the only way he could produce the music he wanted. He did the same thing for clothes. He saw what a large effect rap was having on the sales of other goods (like Cristal champagne), and when he wanted to team up with brands to cross-promote, no one would support him. He did the same thing with clothes as he did in music: he went out on his own and started Roc-A-Wear, a highly successful clothing company. Throughout the book, Jay-Z points out how people are naive and take his lyrics at only a surface level, thinking that all he says is true and how he feels. He says that he writes songs like authors write books and screenwriters write movies: they are stories meant to convey a message. In the same way you don't expect Matt Damon to be a spy in real life, the stories that Jay-Z sings in the first person are similarly pure narratives meant to grab attention but not actually cause you to believe every word. There was a lot of awesome stuff in the book, and below are some of my favorite quotes:
Lessons Learned from Pay and Rewards 03/19/2011
This is my last post in the series about my classes last quarter. It's about my main takeaways from my HR elective class on pay and rewards in organizations. The course surveyed empirical research studies on a variety of topics including executive compensation, pay for performance, start-up compensation, and pension plans. A lot of the points below are taken from the articles or studies that we looked at as well as our professor's notes. We learned that pay is determined by three main forces: the labor market, business strategy, and employee motivation/culture. One research model we studied suggested the following tips:
Extrinsic:
Delving into employees' intrinsic rewards, we looked at how the practice of "job sculpting," where employees will stay with and be retained by organizations only if their jobs match their "deeply embedded life interests." These do not determine what people are good at; they drive what kinds of activities make them happy. These deeply embedded life interests are mostly the following:
People can sometimes concentrate on one or a combination of these life interests, which ultimately determine which jobs make them happiest. The seven “HR Best Practices” (or high-performance work system practices) we studied were the following:
In terms of executive compensation, we learned from the research that the use of long-term contingent compensation results in significant windfalls for CEOs and is not consistent with the idea that such compensation exposes executives to risk; in addition, cash compensation for CEOs is not reduced when contingent compensation is granted (thus the latter is a perk); and in the end, firm performance is lower among firms that heavily use long-term contingent compensation for CEOs. The remedies to this include requiring reduction in CEO pay when options are paid and shifting to more emphasis on annual cash pay adjustments (as well as finding CEOs more motivated by themselves than through compensation). The class was informative, and I found the discussions about employee culture and motivation (as well as how compensation can be used strategically in start-ups) to be the most interesting. Lessons Learned from Thinking on Your Feet 03/17/2011
One of my favorite classes this past quarter was called "Thinking on Your Feet." It's taught by a psychology professor and researcher who specializes in memory. We applied a lot of psychology research and different thinking techniques to solving business problems and becoming more effective "thinkers" within a business context. Below are some of my key takeaways. Physiology
Environment
Emotions
Dealing with Biases
Memory
Lessons Learned from Operations Class 03/14/2011
I enjoyed my operations class this quarter because the professor was fun and engaging, and I finally had the chance to be in a full, real class with the rest of my section. While most of my operations classes at Stanford focused on theory, such as around production systems design and supply chain management, this was a general course on operations management -- putting into practice through cases various higher level operations analysis techniques. A lot of this wasn't new to me, but it was nice to see it in a different context and more from the perspective of a general manager. The objective of the class was to teach us how to use operations in an organization as a competitive "weapon" and not as a burden or friction to minimize. Below are my biggest takeaways from the course.
Lessons Learned from Negotiations Class 03/12/2011
I took my second negotiations class ever this quarter, and it was nice to revisit some of the things I learned before, looking at them now from a new perspective. Like the first class I took at Stanford, this one centered on simulations that we performed in class and then debriefed afterwards. The main framework we covered in class was the one from the book Getting to Yes. Below are the main points in this framework:
Lessons Learned from Bullshit Class 03/08/2011
No, that's not the official title of the course, but it might as well be -- not in the sense that the class is bullshit, but the opposite: the class exposes all the bullshit happening in corporate organizational contexts and suggests a completely different paradigm of thinking about teamwork. This quarter, I haven't kept up with posting about lessons learned in each of my classes weekly, so I'll try to do one overarching recap post for each class over the next few days. This is my first post in the series. The bullshit class I'm referring to is officially called Leadership, Motivation, and Power. In the class, we read books written by our professor, one of which provides the namesake for the class: Beyond Bullshit. In the class, we debunk a lot of myths about people in organizations and expose the daily lies and bullshit that gets floated around boardrooms and teams all the time. We use case studies and stories from the professor's personal consulting experience to consider various topics, such as psychology and motivation, corporate politics, power dynamics, and communication. The following are my major takeaways from the class.
The class was definitely eye-opening and a lot of fun thanks to the professor's straightforward, no-bullshit manner, honest advice-giving, and of course his jokes and nostalgic clip-art presentations. The Elusive Beauty of the Chihuahua 03/06/2011
When most people think of the chihuahua, they think of the Taco Bell dog. That certainly made the breed a lot more famous, and I heard it unfortunately created an oversupply of the breed which still exists today. But Taco Bell wasn't the only place in pop culture that featured this rat dog. Consider Beverly Hills Chihuahua. Though the movie definitely jokes about ultra-luxurious living for dogs (comfy suntanning lounges by the swimming pool, manicures and massages -- how could a modern dog live without these necessities?), it actually does do a bit of justice to the long history and richness of the breed that eludes the eye (which is usually just overwhelmed by the cuteness of the face). There's a scene in the movie where the dogs meet the powerful, wild chihuahuas that represent the grace, beauty, and fearlessness that the chihuahua contains inside. This is obviously for cinematic effect, but there is some truth to this. Every time my chihuahua is annoyed (such as by being put into a rabbit costume or by having its teeth brushed), it displays the meanest and fiercest set of fangs that are better suited for a lion than a rat. It is true that the breed possesses a long history and is named after the state in Mexico of the same name. Chihuahuas were the favorite companion of the Toltec royalty and were bred to be small and cute. They are perfect examples of the "toy dog" category. When I first interacted with a chihuahua, I thought it would be a stupid, small dog (for chicks to carry in their purse). As I spent more time with the breed and got to bond with one closely, I realized that the cuteness was a front, a facade. They use their cuteness to get into your heart and your arms and use you for food, shelter, warmth, and love. Chihuahuas are in fact devilishly clever; I was surprised to see how incredibly smart they are. Their love for people and social nature makes them happy to meet anybody and to play, but each dog has a very unique personality. I can say that there are only 2 things in the world that my chihuahua cares about, so making her happy is very easy: food and being petted. She has mastered several circus animal tricks (she reminds us of Abu sometimes) which she uses to be rewarded with extra treats and petting. Another part of the animal that I think is neat is its ears. Though they're not as soft, large, and easy to pet as a Neapolitan Mastiffs, they are clearly strategic tools in the limited arsenal of self-defense mechanisms of the chihuahua. When the dog hears something, one or both ears can turn to help it analyze the sound. When it runs, it can slide its ears back into what I call "aerodynamic mode" sort of like a Batmobile changing shape to minimize air friction/drag. This is obviously instinctual and unconscious, but I still think it's cool. I also think the dog's eyes are deep and full of life. At first, it may appear that they are black, lifeless orbs. In fact, the dog's face and eyes look very similar to monkeys', rats', and even camels'. In this way, every facial expression the dog makes immediately invokes a smile due to its cuteness. However, upon closer inspection, it's clear how deep and complex its eyes can be and how it uses its eyes to convey emotion and excitement (like for food). Overall, I've enjoyed getting to know this breed and appreciate its more subtle points much more than when I first met it. Why I Love Neapolitan Mastiffs 03/04/2011
![]() First Neo: Mario My first dog ever was a Neapolitan Mastiff, and I've fallen in love with the breed ever since. Though I currently live with an amazing (but high-maintenance) chihuahua, I wanted to dedicate a quick blog post to the breed that first stole my heart. My first dog was Mario, a Neapolitan Mastiff we rescued. Since then, my family has rescued two other Neapolitan Mastiffs one after the other. I named Mario after my favorite video game as a kid and because the breed is Italian. We decided to keep Mario's memory alive through Marcello's name, and similarly through Marceza's name, our family's first female Neo. As you can see from the photos, Mario and Marceza feature the grey color, whereas Marcello the brown color. Those are the two main colors the breed sports. Also, all three dogs feature fairly full tails and ears. It's a tradition to chop off the tails and ears to conform to the official Italian breed style, but we didn't do this. I find that the ears are one of my favorite parts of the dog. I think the dogs would agree, based on how loudly they snore with pleasure when their ears are massaged. ![]() Second Neo: Marcello The breed is very old, with its name originating from Naples. The history is very rich, with the dog featured in cavemen drawings and playing important roles in both World Wars. You can read all about it online, including finding tons of photos and videos (I especially love how cute the puppies are). Though the breed is not that well known or popular, it has quite a devout following of admirers. What I want to focus on in this post is what I personally love about the breed myself. ![]() Third Neo: Marceza Here are the top 5 reasons I love Neapolitan Mastiffs: 1. Super smart: They are incredibly smart and can learn almost anything. All of our dogs have been trained, and though they do have strong personalities at times, they will behave and listen to commands. They also pick up on every nonverbal and situational clue around them, such as when you get dressed or are in a bad mood; they will clearly respond intelligently to this, and that fascinates me. 2. Fun: Though they weigh typically 100-200 lbs., they are extremely fun to play with and not aggressive. They can be aggressive against strangers who surround the home without invitation, but for family and friends, they are extremely fun and gentle. They love to chase balls, play tug of war, chew bones, and perform tricks, like giving a high five or standing up and resting their paws on your shoulders. 3. Loyal and protective: They are extremely protective of their family and will be a great deterrent to anyone considering trespassing. From what I've read of their history, they have helped shepherds and farmers protect their livestock and homes for centuries. 4. Ears: As I mentioned before, their ears are amazing. Oh yeah, they also have great sense of hearing (and smell/nose). 5. Flews: I just learned this word, but apparently that's the name for their mouth/snout/muzzle (the flaps of skin hanging over their lower jaw out of which their whiskers grow). The flews are extremely cute and a hallmark of their look, but they are a double-edged sword. This cuteness comes with a clear price. Though the flews can be very cute while flapping in the wind while the dog is running or sticking its head out of the car window, they are like leaky kitchen sinks after the dog takes a drink of water or is sweating/breathing hard. We keep rags all over the house just to wipe the dog's mouth every time it drinks. It's ok: this price is definitely worth the cuteness. Overall, I really love this breed and hope others can appreciate it too. Though most people's reaction may be one of hesitancy or fear (because of the dog's size or look), a deeper study and any time spent with the breed will immediately convert you to a lover of the Neapolitan Mastiff for life. Notes on The End of Lawyers 03/02/2011
A while ago I finished reading The End of Lawyers? by Richard Susskind, at the recommendation of a friend. The author has a lot of experience working with and studying attorneys of all types throughout the world, though most of his own experience is in the UK. From the time he was still a student studying the usage of AI to create legal expert systems to his current posts as advisor about legal technology issues to many prominent groups including the UK government, Susskind has established himself as a proponent of using technology to allow lawyers to be more effective and to bring better access to legal service to the masses. The key piece of the book title is actually the question mark. Susskind does not use the book to argue why lawyers will disappear. He analyzes the legal profession as being affected by 9 major disruptions in technology or process and predicts what types of legal work will disappear (low-value, repetitive, and suitable for automation and outsourcing) and what types will carry on (high-value and based on individuals' unique experiences). In the book, Susskind does not actually recommend or suggest that people make any specific change or adopt any specific attitude. The book presents a fairly level-headed analysis but does give the author's opinions and predictions as to what he thinks will win out in the end in terms of the major trends affecting the legal industry. The 9 disruptive technologies studied in depth in the book are the following:
A common theme in the book is the analysis of a pair of related forces that Susskind argues will fundamentally transform legal service in the coming decade and beyond: a market demand for increasing commoditization of legal services and the widespread uptake of information technology. Susskind also presents an interesting "schedule" for the process by which he thinks legal services will evolve through (to various degrees or speeds depending on the service):
Susskind suggests to his clients that there are three basic options open to a law firm and its practice areas (with respect to these changes and adoption of technology). The first is the option to lead the way: to pioneer and play the role of first mover, enjoying the benefits and potential risks. The second option is to invest enough to be ready to respond in the event that a competitor or a new entrant jumps in more strongly later on. The hope is to avoid being left behind or to become a "fast second." The third option is to resist any move in adopting. This third option, Susskind argues, is "commercial suicide." Susskind also spends time analyzing who is driving innovation in the major areas of legal technology. Some of this is coming from law firms themselves and some from companies creating internal systems for their own use. He points out several times in his book that there are many opportunities for entrepreneurs outside of the industry to really take on the challenges of innovating across the entire spectrum of legal technology. It's impossible for me to do justice to the book in one relatively short blog post, so I hope you check it out yourself if you're at all interested. I found it a really interesting and well-written text, suitable for people with any level of expertise in the area. | About Max Mednik
Max is an avid entrepreneur and student of life. He is a graduate of Stanford and founder of Ridacto and AMA Capital. He is a member of the business school class of 2012 at UCLA Anderson. He lives in Los Angeles with his family and spends his free time enjoying his many hobbies and interests. ArchivesJanuary 2012 CategoriesAll SubscribeConnectFollow Me on TwitterShazam Tags |













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