Types of issues my practice seeks to resolve:
- Who controls the entity and what right does the other members or partners or shareholders have to REMOVE you as a manager?
- Is your enterprise a 50/50 share and does the agreement set out a method WHEN one of you wishes to voluntarily depart the entity, stops working full time for the entity or some other unplanned event occurs? For example, what happens if the best case scenario occurs and one of you is no longer actively engaged? What happens if the worst case scenario occurs?
- What are plans for financing? All equity or some convertible notes?
- Has the business or founder entered into shareholder rights agreements with any investor or other founders?
Valuation. I am often asked to assist clients tell the story of their valuation as part of a businesses’ drive for capitalization and the financing of a business as well as for investor clients who seek to understand or challenge valuation.
- Analysis often turns to considerations of value versus valuation when a lack of market comparables.
- Are your business plan assumptions for revenue, costs of goods sold rock solid?
- What does due diligence reveal about validation of data, sales pipelines, customer agreements and engagement data and path to revenue?
Decision Making. An entity client must have clear management roles and methods for decision making. How is the Board informed? How does Management make decisions and resolve internal dissent?
- How a business make (or does not make) decisions is informative. Do they take the approach of the Wright Brothers and engage in fact based conflict – testing assumptions, plans and data or does the Company have low push back on their business plan and validation issues?
- For shareholder/investor clients, what is the make up of the Board and how does the Board inform management decisions?
Agreements and Revenue. What kinds of agreements does the business enter into to make revenue, make, distribute and promote their product or services? What is the risk – reward balance?
- Does the Company enter into master service agreements with most customers and strategic partners or customized service agreements?
- Does the business depend on a third party’s service level agreements for cloud based services, up time, delivery?
- To what extent does the Company indemnify suppliers for infringement and other third party claims? Is there appropriate insurance in place?
- What is the logistic supply chain for the business’ product delivery, fulfillment, post sales service?
IP. What role does IP play in the business’ competitive advantage and what type of advice has the business received to date?
- What is a client’s IP Strategy? While I do not register patents, copyrights or trademarks for clients but I apply over thirty years of strategic IP experience to an IP portfolio including licensing, potential infringement and interaction with patent counsel.
- Does the Company develop its core technology in-house or for hire with a third party vendor or contractors?