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Talk IMark J. Macenka, Goodwin Procter LLP: “The Great Value of Avoided Mistakes”mmacenka@goodwinprocter.com
Mark is a partner at Goodwin Procter who specializes in corporate law.
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Study and analyze the market – do not underestimate the competition
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Stay focused
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Bad breath is better than asphyxiation
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Don’t worry about dilution of ownership
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Don’t fear having an independent board of directors
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Develop a network to solicit strategic and tactical advice on business/legal issuesCapital Structure
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Keep the structure as simple as possible
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Think about your choice of entity (LLC vs. partnership vs. S/C corporation) asearly as possible and seek counsel re: consequences
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Keep your documentation in good order Ownership of IP
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Ensure others (including former employers, universities) don’t own any of the IPessential to your business
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Ensure consultants assign or license rights in IP they develop to you
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Avoid joint ownership agreements whenever possible
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Ensure third party code contributions are used within the confines of their applicable licenses
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Keep confidential information confidential, else you may lose trade secret protectionFounders Issues
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Ownership
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Board membership
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Noncompetition agreements
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Stock limitations
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Vesting
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Transfer restrictions
Right of first refusal
Other rights of repurchase
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Internal Revenue Code § 83(b)
Talk II
Paul Buchheit is the creator of Gmail. He no longer works at Google.
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Advice = limited life experience + overgeneralization
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“That’s impossible” = “According to my very limited experience and narrowunderstanding of reality, that’s very unlikely.”
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The secret to success may well be to redefine it!
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Old definition: “I made a pile of money”
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New definition: “I learned a lot”
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Seek opportunities to learn, especially things that no one really knows
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Useful startups
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Ensure that the suffix “that actually works” is true
Search … that actually works
Email … that actually works
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Try making order of magnitude changes
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Being useless in new ways does not make you fundamentally differentfrom other startups
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Building a product that is perfect for everyone is impossible! Your two choicesare:
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Build a product that is tolerable for everyone
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Build a product that is perfect for a subset, and then let others comearound
Talk IIIChris Anderson, thelongtail.com - “Long Tail Companies”
Chris is the founder of Wired Magazine.
To take advantage of the long tail, consider Joe Kraus, founder of JotSpot: Instead of focusing on dozens of markets of millions, consider millions of markets of dozens.
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