Executives who have not led a sale or merger of a company before are often caught off-guard by how much work goes into due diligence. For many who are successful, the building of the business crescendos and culminates in a sale. The term sheet is signed, you smell the money, and perhaps even book your post-closing vacation, but you may not realize that you’ve just signed up to run a muddy obstacle course race while also running your business. Your next several weeks, maybe months, will be consumed by responding to page after page of information and document requests from your potential acquirer. You will be questioned about all aspects of the business. Because you want to keep the pending transaction under the radar and limit the impact on your business if the deal does not go through, you assemble the smallest employee team possible to help you with the transaction. You may find yourself requesting files and summaries from various employees in the guise of another business need, copying after hours, and arranging off-site meetings with the acquiror.
To preserve some of your sanity during an M&A transaction, there are steps that you can take in advance to prepare for due diligence. Continue reading Preparing for Due Diligence for the Sale of a Company
94labs incubator (formerly Spreenkler incubator) recently showcased the fourteen companies graduating from its summer session. The event was hosted at the Wisconsin Institutes for Discovery and featured the founders of the fourteen companies as well as the five companies emerging from the second-stage accelerator class. Joe Kirgues, Greg Meier, Steve Glynn, Emmanuel Mamalakis and others from 94labs led the event.
In introducing the 94labs incubator to the more than 300 attendees, co-founder Joe Kirgues explained the four main goals for companies going through the incubator: (1) develop a scalable business model, (2) build a software prototype, (3) identify and talk with potential customers, and (4) create an investor presentation. Continue reading 94labs 2011 Summer Class Launch Event
The Capital Saving and Raising at the Brink event held Monday, August 22, 2011 as part of the Forward Technology Festival was a success! Entrepreneurs, investors, government representatives, and others interacted and shared ideas in a collaborative forum. We put together a resource page for the event: http://alphatechcounsel.com/capital-saving-raising-2011.html
In the Capital Saving segment led by Troy Vosseller, attendees were divided into six teams, and each team collaborated to identify the ways in which they have saved capital in their businesses. Teams simultaneously entered their ideas in different tabs of a GoogleDocs workbook. Team captains pitched their team’s top two ideas, and attendees voted electronically on the top two ideas. The winning ideas were: Continue reading Capital Saving and Raising at the Brink
As a paralegal, I have done my fair share of preparing and updating corporate minute books. Keeping an organized, complete minute book is necessary for establishing the legal record of actions properly documented, retrieving information, and quickly disclosing documents to investors for due diligence, among other reasons. Despite the proliferation of electronic files, physical copies of minutes and consents are still typically kept in three-ring binders or those confounded hard red books. Neither Wisconsin nor Delaware laws require that minutes be kept in original, hard copy. Continue reading Electronic Minute Books 2.0
A confusing topic for many entrepreneurs is joint ownership of intellectual property. It often comes up in connection with joint development arrangements, subcontracting portions of work, joint ventures, and other collaborative projects involving intellectual property development, whether it be in connection with software, cleantech, medical device, drug development, or other technology-based initiatives. Continue reading The Confusing World of Joint Ownership of Intellectual Property
Suppose a customer proposes an idea to improve the software or SaaS offering of a company. The company likes the idea so much that it integrates the idea into its next upgrade. The question becomes, who owns the idea that is integrated into the software or SaaS offering?
As a general rule, the person who creates an idea, authored work, invention, or process, owns the related intellectual property. There are exceptions to the general rule. But, in the software and SaaS arena involving licensors and licensees, the general rule applies in most circumstances. Continue reading Who Owns the Rights to Customer Feedback?
Last night I attended the Spreenkler Launch Night in Milwaukee. What a great event! It marked the culmination of months of hard work by the inaugural class of the Spreenkler seed incubator by showcasing the graduating class of founders. More importantly, it marked the initial concerted effort in the area to use a systematic approach to create, refine, and commercialize multiple software/Internet-based products and services. And probably even more importantly, as evidenced by the event last night, the incubator brought together a community of like-minded people from all parts of the region and ends of the political spectrum who are motivated to work together to create exciting new technology companies in our area.
Here’s some information about the new companies: Continue reading Spreenkler Seed Incubator Launch Night