Startup Legal Straight Dope

A benefit of being a speaker at Failcon was getting an invitation to a talk hosted by Anit Guha of Orrick Legal. Here’s some of his wisdom that I noted down:

  • When choosing a name use the uspto site and a 3rd party search service
  • Avoid incorporating in California; use Delaware C Corp. Not only because of the company-friendly laws in DE, but because everyone incorporates there so everyone is familiar with the legal aspects involved.
  • Founder vesting: vesting important if someone leaves. Typical is four years with a one year cliff, maybe some acceleration too. Can backdate the start of vesting if significant work was done before company was formed.
  • Worker classification: consultants vs employees; employees involve more overhead. But you must follow legal definition, state and federal laws when bringing someone on (you can’t avoid the employee overhead if the person is actually working as an employee).
  • Invention assignment – very important that everyone signs and agrees that ideas and inventions belong to the company; it’s pretty broad, it’s negotiated individually
  • Use offer letters for everyone
  • Use release agreements for involuntary terminated employees. They can refuse to sign; you need to pay them to make it enforceable.
  • Investor “finders” must be a registered broker dealer, otherwise you can’t pay them for that service.
  • Rule 701 disclosure obligations, options valued over 5 mil in 12 month period should be disclosed.
  • Only raise from accredited investors.
  • Taxes at acquisition can lead to a liability if you’re not careful.

Are Amazon’s Drones Crazy or Awesome?

Rosenfeld Media asked me my opinion of Amazon’s idea to use drones to deliver packages. Here’s a short excerpt from the interview:

Say what you will about Jeff Bezos, the man knows how to touch off a media storm. Which is precisely what ensued after Bezos told 60 Minutes that Amazon is testing the use of drones to deliver goods. Immediately, everyone was discussing the prospect of ordering a box of tissues from Amazon and having a drone arrive at your doorstep in half an hour. We’ve asked some Rosenfeld Media experts to join the fray on this audacious idea.

It’s a longshot that this will ever happen.  But let’s imagine for a moment that Amazon pulls this off.  A terrible road to go down, or awesome?

Victor Lombardi: The danger is in trying to answer this question using reason rather than experimentation. And that’s because drone package delivery is so new we have no idea if it’s awesome or not. To find out, we need to test it. The reason we fail to get these things right is because we fail to treat them as experiments. We fall in love with ideas, with visionaries, with progress for the sake of progress. And that leads to failure.

Read the the full interview at Rosenfeld Media.

Surowiecki on Toyota

Toyota gets Surowiecki’d (a straightforward, insightful summary)…

…if Toyota doesn’t look like an innovative company it’s only because our definition of innovation—cool new products and technological breakthroughs, by Steve Jobs-like visionaries—is far too narrow. Toyota’s innovations, by contrast, have focussed on process rather than on product, on the factory floor rather than on the showroom. That has made those innovations hard to see. But it hasn’t made them any less powerful.

…Toyota’s approach: defining innovation as an incremental process, in which the goal is not to make huge, sudden leaps but, rather, to make things better on a daily basis.

…Toyota’s innovative methods may seem mundane, but their sheer relentlessness defeats many companies. That’s why Toyota can afford to hide in plain sight: it knows the system is easy to understand but hard to follow.

Not a new sentiment, but one that needs to be repeated and accepted more widely.

Hire us, Forrester says so

Though we probably wouldn’t refer to ourselves as a design agency, these are kinds words from the folks in Cambridge…

Tap design agencies for a jump-start on culture and process.
Many companies turn to outside agencies for help designing self-service channels or products — but the more lasting value of the partnership is often the agency’s ability to influence its client’s culture and process. In addition to sharing their design methodologies, agencies can help clients navigate politically dangerous waters, get people in different organizations talking to each other, and break down barriers to conflict resolution. Seek out agencies — like Management Innovation Group — that actively aim to improve corporate culture and process through design projects.

from Culture And Process Drive Better Customer Experiences

Frontiers in lower customer service costs

As Vonage prepares for their IPO, are they enacting measures to improve their cost structure?

Your email is important to us but due to high email volume we are unable to accept your email at this time. For immediate assistance, please visit the Help section of our web site to search our library for related articles…

Balancing Act: Westin

westin logo John Holusha of the New York Times profiles Westin’s decision to move to an all non-smoking format in their hotels. I think this rocks on several levels:

  1. It’s progressive, recognizing only 6% of customers request smoking rooms (only half of which actually smoke in the rooms), and this segment isn’t key to their success. Also see Nikon’s move to all-digital cameras.
  2. It’s good for customers, in that Westin’s in-house smoking cessation program will help the 90% of smoking customers that say they want to stop.
  3. It’s good for business, creating more flexible room inventory and avoiding the damage caused by smoke and cigarette burns.

It’s a brave thing to aspire to higher goals for your revenue, brand, environment, and customer satisfaction, then design a solution that addresses all of them.

The Daimler-Chrysler merger at work

James Cobb of the New York Times generates the latest praise for the Chrysler 300 and adds,

It also melds Stuttgart engineering with Detroit style, providing a rebuttal to those who were skeptical – we know who we are – of Daimler’s takeover of Chrysler. Beneath its audacious design, the 300 is packed with well-engineered parts shared with the pricier Mercedes E-Class. The old Chrysler Corporation could not have produced such a well-rounded, well-engineered, well-made car on its own. Nor could Mercedes have designed such an audaciously American car or sold it such an accessible price.

Black Chrysler 300

That’s good news for them when you see how competitors like Renault and Scion aren’t afraid to take chances.

A fish called Victor

There is now a species of Razorfish called Victor, or Xyrichtys victori to be precise. I know this because the man who discovered it off the coast of the Galapagos, Benjamin Victor, just wrote to say Hi. He sent a picture too, of the male and female:

Two pictures of the male and female Victor Razorfish

Cute little bugger, yes? Benjamin compares it to the company of the same name: “why they chose that name I cannot understand, since razorfishes dive into the sand when disturbed, not a good image!” But hey, these are the survival techniques that evolution teaches.

The Campaign for Real Beauty

Dove’s Campaign for Real Beauty battles the definition of beauty offered by mass media and seeks to raise women’s self-asteem. I’ve come to regard similar campaigns skeptically, after having been sucked in by a powerful ad only to reveal commerical intentions sprinkled with a touch of social activism. What I think makes Dove’s effort more geniune is the focus on customer interaction: a study, a forum, a poll… the whole thing is about generating dialog, not a company monolog.

Woman with a whole lotta freckles

Edmonton UX Job

If I was just starting out and living anywhere near Edmonton, I’d jump at the chance to work with Jess and Gene. They’re smart guys, and they pretty much rule the Alberta UX market.

I love that companies with a clue are now hiring “User Experience Consultants” rather than mere designers or whatever, it really speaks to the level of work being done.

Razorfish acquired, again

This time for $160 million, by aQuantive, who owns Avenue A. SBI had picked up Razorfish for $8.2 million less than two years ago, but also added MarchFirst, iXL, Scient, Lante, etc. to the mix. Would be interesting to do the math and see how much SBI actually made on the flip (sorry to put it in cold financial terms, but I think that’s all there is to it).

It’s an amazing brand story as well. Consider the strength of the Razorfish name:

  • In the early days Razorfish acquired several other companies but always kept the Razorfish name.
  • After SBI aquired the companies mentioned above, it only rebranded after acquiring Razorfish.
  • And now it lives on as Avenue A/Razorfish.

That name is probably a temporary combination to educate the market, it’ll be interesting to see what the final name becomes. Certainly a lesson in building a brand reputation, even an infamous one.

Contrast with how Semaphore — along with some others — was recently folded into Arc, part of the Publicis group. I’m kinda sad to see the old Semaphore site go away, they had a niche that made sense.

Behavior Design v2.0

Chris Fahey and friends launch their firm’s v2.0 site. I’ll admit to disliking the previous version, and for all that lacked the new version more than makes up for it, in what is one of the purtiest-funktional designs for a design shop. They include their own original Venn diagram, and the nav bar is just plain fun.

SBI Buys Razorfish

Press release. For me it means new service offerings (process design, supply chain management, integrated marketing) and a return to having a presence in Europe. As opposed to the July 2002 acquisition of Scient‘s ‘certain assets and operations,’ SBI acquired all of Razorfish.

Of SBI, Gartner says

  • Verticals: Energy, Finance, Consumer Packaged Goods, Retail, Transportation, Hospitality, Health Care, Telecommunications
  • Practice areas: Enterprise management, customer collaboration, integrated marketing, supplier collaboration
  • Investors: GE Capital and Cerberus Partners
  • Calls them ‘Business Process Architects’ (services providers that are consulting-intensive and retain in-depth business process knowledge for specific vertical markets).

Of the media reports in general, I was surprised at how often the press release was simply regurgitated or the writers took the opportunity to dig up titilating-yet-ancient corporate history. Forrester – whose business, ironically, is not breaking news, – gets credit for original thought (‘SBI has only acquired five of the dozens of firms up for sale. After hundreds of conversations with different potential targets, it believes it has picked up the best assets available.‘) as does Inside Consulting (‘So while the IBMs, Accentures and EDSs battle for big-buck contracts near the surface, SBI and its counterparts will pick at the pieces that drift downward.‘)

Anyway, it seems Andrew Ross, an American Studies professor at New York University, has excellent timing in the release of his book No-Collar: The Humane Workplace and Its Hidden Costs. I read an except a while ago and was surprised to find it accurate and insightful. One description of the book says,

Though urban knowledge workers enjoyed unprecedented autonomy and bargaining power, and their bohemian artisan style evoked a pre-industrial craft ethos, the volatile economy exposed even the rank-and-file to 24/7 schedules, emotional churning, and the kinds of pressure typically borne only by senior managers. With his characteristic mix of laser-sharp analysis and deft storytelling, Ross asks: How humane can, or should, a workplace be? In documenting the quixotic life of these neo-bohemian workplaces, No-Collar records a unique moment in American history and reveals what the landscape of work will look like for decades to come.

Meta (‘s) Words

Pleasing writing on the MetaDesign site…

Information needs design.

You cannot not communicate.

It looks good and it makes sense.

MetaDesign…an international network of visual engineers, bringing a broad perspective to the complex challenges of everyday communications.

Scient and SBI

Scient was acquired by SBI/filed for bankruptcy. I’m not sure how to read that financial transaction, how it should feel to clients, or what it means strategically for the company. I just hope folks don’t lose their jobs.

Word around town is that real estate liabilities hurt the bottom line (which means they had too many leases or buildings they couldn’t unload). We had to fix that right quick last year. I’ve always admired the mostly office-less approach of companies like Adaptive Path and Behavior for this reason, but I don’t know if that works for bigger firms that require more socialization.