What’s Startup Officer, who is your SO?
There are so many titles that are used to describe persons in corporate organizations – President and/or Chief Executive Officer (CEO), Chief Operating Officer (COO), Chief Administrative Officer (CAO), Chief Financial Officer (CFO), and Chief Information Officer (CIO) for example – Chief Marketing Officer (CMO), Chief Investment Officer (also CIO), Chief Technology Officer (CTO), and Chief Legal Officer (CLO) just to name a few more. These titles, while very structured and official, may not be appropriate for a less formal organizational structure where one person does it all.
What title should you give yourself if you are all of the above-mentioned for a startup company? What if you aren’t really comfortable calling yourself the CEO and yet by default have become one overnight? What if you are in charge of building and maintaining your own IT infrastructure and finances, and payroll, and hiring, and selling the brand you have created? What if you are a former CTO-type, with a great idea of how to tap into interactive media by starting up a mobile-device-application-software design firm and don’t necessarily think of yourself as a CMO or a CFO? Well, you could do yourself a huge favor and just adopt the role of ‘Chief Startup Officer’ (CSO).
STARTUP OFFICER (AKA “SO”), is exactly that Chief Startup Officer function but outsourced. The service is a package of key a-la-carte sales, marketing and corporate strategy advice and guidance for a variety of complex startups such as hedge funds.
STARTUPOFFICER.COM is a valuable resource for startups to learn how to launch, market, grow and potentially monetize (sell) your idea/company to venture capital investors.
Combined they form a one-stop resource to build, brand and expand your passion from idea to profit.
Who’s your SO?
Review of Ultra Light Startups (#ULS) Legal Roundtable
Tonight I attended the ULS Legal Roundtable at the NYU Polytech campus at 160 Varick Street in Manhattan. The event hosted by Graham Lawlor (@generationg) was a soup to nuts freebie offered by Tedd Lustig of Seyfarth Shaw LLP. As matter of full disclosure, Tedd is my counsel so obviously I have a biased opinion on incredible success of the event. Neverthesless I took a lot of notes and would like to share with you what the audience wanted to learn about and what Tedd delivered. Also, some of the content below comes directly from Tedd’s presentation that was provided to all attendees.
Quick corporate items:
- Follow me on Twitter @startupofficer.
- Startup Officer is looking for business planning services and a PR agency.
- A shout out to blog by BizBriefs (Twitter @bizbriefs) a strategic social media “CONTENT” planner and consultant who guides companies through the Web 2.0 arena while providing meaningful content for each organization he works with.
Topics of Interest Presented by Startups: Process of incorporating, documentation, issuing stock, attractive venture capital, S-Corp vs. LLC, contracts, juggling being a startup while still working a 9-to-5, terms of service/privacy policy, creation and protection of intellectual property, trademarks, copyright, incentivizing employees and partners, fixing prior legal mistakes, sector specific legal issues, takeouts, spin-outs, benefits of a corporate structure, pro-bono legal work, founders agreements, sweat equity…etc.
Introduction by Tedd Lusting: Starting a Company, Legal Pitfalls to Avoid
Why do you want to form/start a company? To separate personal liability from corporate debts and obligations. To create a structure that is friendly for angel and/or venture capital investors. Once you decide that your idea is big enough to have customers, partners, employees, supplies, etc, you want to create a corporate structure to shield you from personal liability. This protection is not available as a sole proprietor or general partnership. It is created when you form a LLC or C/S-Corporation. There are also favorable tax consequences as these entities offer passthrough of income to owners. In order to take full advantage of the corporate protection, you should not only officially become an entity but also operate as one so that somebody cannot pierce the corporate veil. This means that you need to have a charter, by-laws, board of directors, and officers. These documents (nomenclature for S-Corp is applicable to LLCs as well) show that you are really doing business as something other than the individual and provide necessary protection.
What are the steps in creating a company? While you can create a Delaware entity (or any other by yourself) I recommend that you get a lawyer involved early in your formation to help you through the documentation and filing process. You can do it yourself for less, but you will be well served by enlisting a professional to help you determine the appropriate corporate form and produce key items specific to your model (non-disclosure agreements, invention assignments, terms of service, privacy policy, founders agreements, etc.) Next up are public (charter, agent of service and process) and private items (by-laws, stock ledger, Board meeting/actions, equity plans). Establish an EIN and then take it along with public docs to a bank and open a bank account (again, separate personal and business banking).
Top 10 Pitfalls of Starting a Company:
- Do not think that legal documents are a substitute for trusting your founders, employees, investors, customer or business partners. This is a way of saying make sure you have got a grasp on the human part of being a business owner. Things do go wrong so it’s important to have a cooperative and collaborative set of partners so that you can manage everyone’s expections.
- Do not make deals too complicated or change the terms of your deals (unless you can afford it). If your deals/documents aren’t easy to understand it will cost more to draft/review.
- Do not assume that your Company owns its intellectual property. You need to prove ownership through documentation. Example here is that don’t let someone else reserve a domain name on your behalf because then they will ask for money to turn it over to the Company.
- Do not sign license or development agreements without carefully scrutenizing them. The devil is in the details, seek help to review documents and ask questions if you don’t understand a paragraph. Further, don’t draft every document yourself unless you are proficient. You may leave out key language of protection or give away exclusive rights without meaning to do so.
- Do not think that you can just sell anybody stock/equity in your Company. This one is big–there are regulatory laws and procedures to offer and issue stock. Investors need to be accredited and you need to file with appropriate federal and state agencies.
- Do not allow your stockholder base to get too large. The harder it is to communicate, align interests, and get consensus on corporation actions, the more costly/less efficient it will be for approval.
- Do not allow minority stockholders to cripple the Company. Similar to point 6, you want to be able to run the Company without having every Tom, Dick, Harry, Mary, Sue and their 1,000 closest friends be able to micromanage. You can avoid this by having the appropriate stockholder provisions (restrictions) and implement corporate first rights of refusal should they want to sell their shares/interests.
- Do not let angel investors purchase equity. Most angels don’t have a true sense of valuation (and neither do you as a new startup) and therefore you do not want to dilute existing investors by accident. A more appropriate way to treat an investor is to issue a convertible promisory notes that will will have a conversion/price at a later offering date.
- Do not promise anyone a percentage of the Company. Again, you don’t know the valuation and you don’t want to be burned in the future by a former employee/founder coming by years later asking for 25% of something that may have no value before but lots now. Instead, issue shares in a formal agreement.
- Do not give unrestricted stock to founders. Instead have a provision whereby the longer a person stays, the more liquid and and less restricted the stock becomes.
Monday Advice: Plan out your week
Okay, so really this should be weekend advice so that you start out Monday with momentum. But, if you are a relatively new startup like me, then you are still putting together your weekly and monthly schedule.
Here is mine:
Monday-Clean up Campaign
Go through snail mail, paybills, catchup on Twitter and Facebook messages, plan out the next two weeks of meetings, meals (if you like to do that kind of thing), sales calls, networking and meetup groups etc. Make your list short enough that you actually can check off, but meaningful enough that you feel good about what you have accomplished. I hope to end the day with an ultra light workout (30-40 minutes of stretching, bounding, and light running) in Central Park.
Tuesday-Make it as jam-packed as possible
Get up early and have solid high-energy breakfast. I have a mid-morning meeting with a manager of Regus (http://www.regus.com) to look into flexible office space for myself and other clients. In the afternoon I have 1 conference call. The rest of the day I will be writing website content for a client. Don’t look too far ahead, keep my head down with work.
Wednesday-Check In
Wednesday might be called the middle of the week but a startup is always working. It is still important to check-in with yourself, amend your to do list, and see if anything needs to be added or subtracted/postponed. The only planned event this Wednesday is a midday meetup with another alum of Dickinson College to see how his summer internship went and learn more about him as a person. I guess Wednesday will become a sales call and networking day and fold in some more website development.
Thursday-Hustle and Flow
Thursday should look a lot like Tuesday but I won’t be scheduling any meetings. It will be a day to hustle, finish up the content for my client and make a few calls to catchup with former colleagues and setup some sales meeting for end of August. With the summer nearing a close, I will concentrate on September calls to action after Labor Day when people are back from the beach and mountain lakes.
Friday-Try Something New
I want to annoint Friday as a Try Something New Day. This Friday I will be heading off to Cape Cod for a weekend of visiting old friends. While this isn’t something “new”, I will seek out something new while traveling.
It really doesn’t matter what your schedule is comprised of; what matters most is that you plan ahead, stick to your plan, and try to leave some time for last minute changes.
Plan, planner, planning, planned, The Plan.
I am back from vacation (and a long hiatus from blogging) and ready to take on the task of planning out/up my new company. What exactly is a plan? http://en.wikipedia.org/wiki/Plan.
For Startup Officer, the ‘master plan’ is multi-faceted:
1) Build a network of relationships from which I can draw upon and recommend to colleagues and clients.
2) Establish a series of services (media & marketing, sales & sponsorship, corporate, and technology) where I can apply my knowledge to help other startups grow and succeed.
3) Rinse and repeat.
Here is a list of what I would like to complete during August 2009:
1) Get Branded: work with Stefanie Noe (@snoebiz) of NimbusBlue LLC (www.nimbusblue.com @nimbusblue) to create my corporate identity as a real company. Choose a logo and get business cards and print/online branding up and running. Feed my blog into twitter.
2) Network: attend meetup groups of NYC entrepreneurs. Ultra Light Startups next events are August 6 (Local Business Models) and August 18 (Legal Roundtable featuring Tedd Lustig of Seyfarth Shaw). http://ultralightstartups.com/newyork/ http://www.seyfarthshaw.com
3) Give my time: help prospective clients with logos, web design, content, and finding sponsors.
4) Overcome fear of tech: decide what tools are most important for me to use as a small business owner. Twitter, facebook, landline vs. cell, iPhone apps vs freemium models, etc.
….lists can go on but the whole point of lists is to keep them short so you actually get things accomplished.
Future lists:
1) Learn how to really use the hardware/software I already own
a) Outlook and Gmail. Clean up database of contacts. Develop an excel file using user/names, email, phones, # tags.
b) iPhone
c) www.huddle.net
2) Pick a few new technologies to learn how to use
a) Facebook group
b) Skype
c) Freshbooks
3) Write up formal business and marketing plans.
4) Think about getting a new computer for the business.
5) Create a Monthly and Weekly schedule/timeline so I can maintain a healthy work/life balance.
6) Reach out to my existing network to share my ideas and reconnect with old friends.
7) Save money. Spend money smartly.
8) Maintain a Positive Mental Attitude.
Legal Considerations for “Ultra Light Startups”
This week I attended a legal round table hosted by Graham Lawlor of www.ultralightstartups.com and sponsored by Fulbright & Jaworski LLP . Overall, the event was quite well-attended by approximately 50 entrepreneurs- who had a wide variety of mostly rapid-fire “what if” questions to contemplate. Specifically, I thought the 3 hosts were well qualified in their respective fields of Corporate, Taxation, and Intellectual Property. One Senior Counsel was particularly knowledgeable and offered the group current day examples of how to protect your brand and breached the discussion of what it means to operate a web-based business. Other major categories discussed included entity formation, taxation, intellectual property (IP), employment/labor, and liability.
I gleaned some basic legal knowledge from the two and a half hour discussion but, without guidance or structure the discussion quickly bounced around topic and was too issue-specific to really build a consensus of what legal priorities startup companies need to consider. Those comfortable speaking up without prompting got more questions answered than those that sat idly or just with hands raised; Charles Darwin would have been proud.
Below are my notes and thoughts on topics for Ultra Light Startups to consider.
- Entity Formation – Since nearly half the room was categorized as “not yet formed”, the conversations around formation kept most on edge of their seats. There are a variety of corporate organizations (sole proprietorships, Delaware or other LLC, S or C Corporation) to choose from and your liability, funding, taxation needs will determine the choice. The Delaware LLC is the most popular (as opposed to a New Jersey or Nevada entity). It’s not that Delaware is a better state, it’s just that there is significant case law precedence. The State of Delaware is kind enough to provide a 14-page PDF entitled “Why Corporations Choose Delaware”. (http://www.delaware.gov/egov/portal.nsf/portal/incorporateindelaware).
- Taxation – Mark Twain once said that the only sure things in this world are death and taxes. Part and parcel with entity formation is making sure you are paying taxes to the appropriate Federal and State authorities – there were many questions from the room on this topic. Who do I pay,? When and under what circumstances am I responsible as an individual versus the business concern? What about non-U.S. citizens – do they pay too? If you think operating in the ‘cloud’ or outside the physical United States of America makes you exempt, think again. We all hope to be multi-million dollar revenue models and should be forward thinking in setting up our entities with taxation at or near the top of the list.
- Immigration and Labor – Fulbright does not maintain a services group for employment, immigration, or labor issues so the discussion was very general. If you hire an employee you open yourself up to liability – you are also bringing in an outsider and you should protect yourself and your business from losing what you have created. What happens if you hire a programmer or artist? Does what they create belong to them or your company? If they leave and recreate your idea, is it stealing? What do you legally have to provide to you employees that are for hire, interns, part-time, domestic, international, physical or virtual? All very important questions.
- Intellectual Property (aka IP) – this is perhaps the most difficult area of concern to boil down to a few salient points as domestic and international case law develops every day. For that exact reason, I think IP is the service area most important to research when selecting counsel. You need an advocate that is a creative thinker on trademarks, patents, copyrights, and IP/brand protection. Aside from knowing software applications and add-ons, counsel should have a well-established opinion on the use of interactive media (Twitter, blogging, LinkedIn). I want an advisor that is more than just a barometer of another practice. I am taking risk in life and want to select an advisor that understands the best/worst case scenario of my situation and will help me make the best decision based upon what is happening around the world.
- Venture Funding and Monetizing Your Idea – This topic wasn’t really addressed. You can go it alone via bootstrapping or you can seek funding from friends, family, venture capitalists, issue debt or equity, seek partnerships, or apply for small business grants. In any case, the more you go it alone, the greater the reward.
Most importantly, I learned that there is an appropriate time to seek counsel relating to business matter–BEFORE you have a liability event such as a new investor, vendor, employee or the establishment of a new entity. In my humble opinion, it is better to discuss your startup plan with multiple law firms even before formation so you find your best partner. Legal advice is not just a paid service, it’s meant to be a long-term client/trusted advisor relationship that changes and grows with time. Be proactive on this front and it will save you a lot of money and hassle in the future.
Going forward, I will conduct due diligence on selected law firms to determine which are best suited for the needs of my startup and those that are technology, retail, and service-industry focused.
Dreaming of it all, making it happen over time.
I woke up today thinking “did I just dream my decision to really make myself into new company?”. Being my own boss has always been a dream of mine. I have spent more than 20 years earning a living while working for someone else. Before I was legally allowed to hold an income reporting job, I did the neighborhood kid thing and mowed lawns, shoveled driveways, delivered newspapers, and sold fireworks (sorry Mom). I was always the entrepreneur but never fully grasped the concept of creating something unique that generated enough income to live on and to re-invest into other not-so-money-making ventures. I used the concept of work solely to make ends meet; if you call buying CDs, stereo equipment, clothes, movie tickets, gas and car insurance “making ends meet”–I was the teenage epitome of the rat race. How sad.
I got my first work permit in West Hartford, CT at age 15. I still remember going into the Guidance Department to get permission to work up to 15 hours a week after school and weekends. Throughout my time as a student at William H. Hall High School (go Warriors!) I worked for Crown Supermarket, French Cleaners, and helped out Marilyn Rubin with setup/cleanup of bar/bat mitzvahs. Occasionally, I cleaned Marilyn’s Creative Cakes kitchen located in the basement of her home.
While at Dickinson College (Class of 1996, B.A. degree in International Studies and Spanish) in Carlisle aka Cardrizzle, Pennsylvania I chose not work my first year so I could focus on my studies and get acclimated to a new environment. Years two, three, and four I worked under the Federal College Work Study Program in the Spahr Library, mostly shelving books a la the Dewey Decimal System and sitting in the A/V room while students broke their eyes on microfilm and microfiche. In the summer, I was a Dana Intern performing research on Latin American periodicals focused on population data. Outside of campus, I was a snack-shack guy/pantry chef at the Carlisle Country Club, a busboy at the Chester Valley Golf Club in Malvern, PA. I even spent a few summers/vacations as a cosmetics stock boy and furniture department assistant at Strawbridge & Clothier at the Exton Valley Mall.
It was during this last position that I learned anything meaningful. Tom Finegan, Furniture Department Manager (only 4 years my senior) taught me the following:
- Put your back into your work but let your mind do the heavy lifting.
- Brown bag your lunch.
- Working retail sucks.
Getting off the tangent of running down my employment qualifications as future middle management, all of these seemingly meaningful tasks led up to today in one way; my determination to be the best, even if all I was doing was feeding oranges into a juice machine.
You might have noticed that I have omitted 10 or so years of employment history; I will cover that formative period much later in my blog. I got caught up in a great trend that was my friend until the end. The dead cat has bounced. Now is the time to take all that I have learned to create my own brand, my uber-self.
I want to take a moment and thank two individuals who have helped shaped my work ethic and values. My grandfather, David P. Rosen, told me that you won’t like all jobs you do - but that you should still do them well. My mother, Miriam Gerber, taught me by example that you work as hard as necessary to support you family.