Business & Culture Blog (by David Castor)

David is a founding partner of Alerding Castor Hewitt, LLP, an Indianapolis-based law firm designed to serve and partner with businesses and their owners through their business growth.  Alerding Castor Hewitt, LLP strives to be Partners in Success with its clients.  David's practice focuses on representing Software as a Service (SaaS) and technology-based businesses in licensing, global private equity, and entrepreneurial law matters.  He has substantial experience in areas of transaction negotiation, private equity offerings and capital structuring, legal technology consulting, mergers & acquisitions, entity selection, trademarks, and shareholder and LLC membership issues.

 

Business Law - Hire Good, Smart People To Ask Good Questions

Sunday, August 29, 2010 by David Castor
I was reminded today of something told to me by a friend last year:

Good people who are smart ask good questions

Bad people who are smart ask bad questions

Good people who are not smart ask bad questions

 
In business we are always looking for answers – but what we really want are good answers.  Today the issue is never whether we have enough data (we arguably have too much), it is whether we can properly utilize that data to make better decisions.  I see this especially in my Internet Law / SaaS law practice where an immense amount of data is available.  Analytics and business intelligence tools can help – but they are still based on one critical factor:

It still takes good people who are smart to ask good questions before any data analysis tools can help develop good answers. 

Think Enron and Madoff for examples of smart people who are "bad" and purposely misuse data to manipulate and misrepresent answers.

 
See also:

Entrepreneurial Law - Developing a Good Business Model
Culture of Private Equity
Entrepreneurial Law - Proof of Concept & Proof of Scale
Fatal Flaws in Leadership
Keep the Good Ideas Coming but Stay Focused
Business Law - 10 Common Negotiation Mistakes
Funding Law - Presentations to Investors
 

~~~~~~

Alerding Castor Hewitt, LLP is an Indianapolis law firm focusing on business law, information technology law (including SaaS law and legal technology consulting), private equity consulting, and business and Internet litigation.


Business Law - How To Kick Out Jerks

Thursday, August 26, 2010 by David Castor
I work with a national angel investor group that invites members (investors) to join on two general rules:

1.  You cannot be a jerk;
2.  You have to invest in companies.


The President of this organization has removed a couple of members this year because they received rule #1 complaints from other members. 

In my funding law practice I represent and/or work with several private equity firms, angel investor groups and private equity funds.  Most funds and angel investor groups run into this jerk factor issue at some point in their life cycle. 

What do you do when a member is being a jerk?  For traditional angel investor groups the answer can be easier.  Best practice is to get the member to join based on certain membership rules which they sign to.  A common rule is that if 2 other members formally complain about the jerk's conduct the President can kick the jerk out.  Make sure to address in the rules what you do with membership fees that were paid by the jerk.

For private equity funds the answer is harder.  They are not paying membership fees - they are investing dollars into a fund that is making long term investments.  Now you have securities law issues.  You can add call provisions to the operating agreement (i.e., you can buy back their membership units on certain conditions), but then you have to address the call value.  If you are merely giving money back, that can cause trouble as you are giving managers a lot of room to take out investors late in the fund's life for minimal dollars.  Managers risk fiduciary breach claims.  If you make the call value based on FMV - that will be difficult to determine 3 or 4 years into the funds life.  You also may create an incentive for fund members to want to get kicked out so they can realize the FMV of their investment before the end of the fund's life.

Some funds address the jerk factor by essentially treating fund members as silent investors - they invest money but have little or no voting rights.  Managers don't have an obligation to deal with them.

Best practice for private equity funds is to be very careful upfront about who you ask to take part.  If the person is going to annoy you, the other members or the target companies' teams, you may not want them to take part no matter how much money they bring to the table. 

Business Law - Consider Your Social Media Policy

Wednesday, August 25, 2010 by David Castor
I probably hate the word "policy" as much as any word in the English language, but I think company policies can be helpful - in both giving employees information on what is available to them and what conduct is expected of them. 

In the last couple of years I have noticed a rise of social media policies in company employee handbooks.  Most larger companies have Internet use policies stating that employees may not use company time or computers for personal Internet usage.  The main goal here is to keep administrative staff off of Facebook during the day so they will focus on work.  These new social media policies are reaching beyond company time and setting an expectation of personal conduct on social media tools. 

There are several case opinions where employers were either found liable or were harmed for issues related to employees using Facebook, Twitter or another social media tool to express displeasure with the company, harass another employee, or divulge confidential information of the company.  These were often done in off-hour periods on personal computers.

It is something to consider.  In my business law / SaaS law practice most of my clients' employees are active in social media worlds.  The best way to reign in what they are saying about you in social media is to give them direction on what they can or cannot say.  It also can give rise to a "for cause" dismissal if there is a clear violation of the policy.




Funding Law - Is The Person Coachable?

Tuesday, August 17, 2010 by David Castor
I attended an angel investor group meeting today.  This was an interesting group - only 10 or so people, each of very high net worth, looking for large investment opportunities.  They remind me more of a private equity firm with the types of deals they are considering, but they invest individually - maintaining the typical angel investor dynamic.  

One investor is a recently retired C-level executive of a fortune 100 company.  He told me about his approach to investments - questions he works through in the following order:

1.  Is the key person (people) coachable?  
2.  Are the finances and projections in order?
3.  Do I believe in the market opportunity and the ability of the company to meet the opportunity?


I boil down every private equity investment consideration into 3 categories - management team, market opportunity and capital structure.  That is exactly what he did, but he put his priority to them.  All 3 have to be there in order to have a shot for his investment, but if he is not satisfied with the first answer - the key manager's ability to take wise direction, grow, and get out of their own way - he will not move forward.

More companies fail due to management team issues than poor market planning and lack of capital combined.  I would say that poor market planning and lack of capital are actually a sign of poor management.  Yet with the amount of work I do in tech sectors I still see many businesses started by strong headed technicians who are seeking to advance their brain child off of other people's money without much care to the financial responsibility or solid to-market strategies necessary for a successful business.  Stay away from these folks!  They are tricky, but try to identify them early! 

I could not agree more with this guy's approach.  If the key person is not coachable, you have a pride issue that will lead to the company's failure.  Great question to ask out of the gate.



Business Law - Being A Deal Maker

Tuesday, August 10, 2010 by David Castor
One of my favorite aspects of building a business law / private equity firm is seeing clients set and reach business goals.  Many clients face complicated issues that need careful legal analysis and creative planning.  Unfortuantely, most attorneys focus on the problems with the complicated deals and have trouble finding creative ways to navigate the legal minefield.  Alerding Castor Hewitt takes a unique approach on business law in that we consider ourselves "deal makers" rather than what most attorneys are - "deal breakers."  We work hard at finding creative legal solutions to make business happen.

Today my colleague, Sam Schumutte, worked with California attorney on a client's complicated real estate business and private equity raise.   He received one of the best compliments I have ever read.  The CA attorney e-mailed the client, cc'ed me and Sam, and said:

Sam from David Castor's office and I just solved the real estate distribution puzzle. The solution is sort of complicated, but I will get you a write-up to explain what we can/should say...  Sam is a rare attorney who knows securities law and who is an artful “deal maker” (unlike the great horde of “deal breaker” attorneys who will bring up problems without offering positive solutions.)

Sam's response was also encouraging:

Thank you for your very kind remarks and vote of confidence, it means a lot coming from you.  I will always endeavor to find solutions to move forward, finding obstacles is far too easy – our clients deserve much more.  Again, thank you and I look forward to many years of collaboration with you. 

Those are the conversations that keep me excited about what we are doing.  

Entreprenurial Law - How Much Should Go To Salaries?

Thursday, August 5, 2010 by David Castor
I read many business plans for early stage companies - most of whom are seeking some sort of seed or early round capital funding from private equity investors.  One of the largest discrepancies I see in plans is in the expense models regarding allocation of salaries. 

Post-revenue, most businesses will find salaries (including benefits) falling somewhere between 30% and 55% of their net revenue.  But what about pre-revenue companies that are looking to use early capital to launch?  I read a plan where a company was looking to raise $2.5MM while allocating $1.8MM to salaries.  I've seen others where the officers are essentially taking nothing and eating ramen noodles until the company begins producing revenue.  In a recent plan, a pre-rev company is using nearly 55% of a small seed stage raise on salaries over the first few months.

There are a few consideration for how much to put towards salaries.  First, you want to consider sources and uses.  There is a major difference on paying high executive salaries with early stage monies verses paying developers or sales force.  When talking uses with private equity investors, most investors want their dollars to go towards growth and scaling - i.e., develop and sell.  Paying high CEO salaries is troubling for most investors.  A CEO who is instrumental in early sales may want to more clearly explain his/her role in the plan and show the expense as related to sales.  Few seed stage companies should be paying salaries for a CFO, COO or CLO - unless they are also master sales people.

Second, officers who are taking a high equity stake need to consider the high stake as part of their overall package.  The high salary should come when the company is successful, but the lower salary in the early days is intended to be offset by the equity position.  Sorry - raising seed capital is not a get-rich-quick deal.

Third, consider tying non-equity employees salaries to incentive compensation.  If they are successful, the company is successful, and they make higher wages.  The common example of this is to tie a sales person's salary into commission or to give a developer a profit interest in the company.  This will reduce the dedicated spend and will reduce the need for capital.

Of course there are other considerations - many depend on industry and supply/demand of employees with necessary skill sets, but a business owner seeking capital should know that this is a major area that investors look at with suspicion - especially when dealing with professional private equity firms or angel investor groups.  In the early stage they want to see their dollars go to growth - not to pay you the big bucks while you work to make the company successful.



Business Law - What Happened to Business Ethics?

Monday, August 2, 2010 by David Castor
The post below is fantastic.  It is by Michael P. Alerding, CPA (my business partner's father) at his accounting firm's new blog site.  He gave me permission to re-post it here (thank you Alerding & Co.).  Check it out:  Alerding & Co. Blog


What Happened to Business Ethics?
By: Michael P. Alerding, CPA

Every time I get a contract to sign, I find it almost impossible to spend the time reading the fine print and trying to understand all of the future implications of the agreement.  As my son, the attorney always reminds me, “Words mean things”.

I made an airline reservation the other day and for the first time read all of the fine print associated with the “contract” to provide me with transportation.  The rules were almost limitless and included some scary matters associated with timing (being to the gate on time), cancellation (flight may be cancelled without notice) and my “rights” as a passenger (not many).  Having traveled quite a bit for over 40 years, I thought I understood that if I pay for a seat on a plane, the airline had the obligation to provide me with service and transportation.  Well, maybe……….

Reading emails is almost as difficult now as signing a contract.  Almost all business emails have the disclaimer, running anywhere from 100 words to 300 words, discussing the limitations for use of information included in the email.  Although I try not to print too many emails, I probably waste one out of every three pages when I do printing the gibberish relating to limitations.  Remember, words mean things.  Does that mean that every time you send an email to someone you are effectively saying that you really don’t mean it and they can’t rely on what you have said?  Words mean things?

We now, and have been for decades, live in a society of mistrust and a CYA mentality.  Whatever happened to business ethics? What happened to the day when a deal was a deal not because my words were better than yours or because some litigation in the Fifth Circuit Court favored my position vs yours, but because it is the right thing to do?  This “gotcha” mentality has become a game for businesses.  The only winners are usually the lawyers and we just keep doing the same thing over and over.  As Michael Crichton said so very well, we have created a “State of Fear”.

Have we forgotten basic business ethics and standards of conduct?  Have we lost sight of the basic concept of doing the right thing because it is the right thing to do?  Do we lack the self confidence needed to judge our own actions and, instead, leave the determination of what is the right thing to do to some judge, a jury or an arbitrator?  When did we lose our innocence about what is right or wrong?

After a heated and long discussion about corporate responsibility in an audit committee meeting a few years ago, one of the elderly and very wise members of the committee sat silently during the discussion.  After all of the give and take on whether it made good “business sense” (aka “profit” sense) to implement a corporate policy that would protect customers in the event of a mistake made by the corporation, there was a lull in the conversation and the old gentleman finally spoke up.  In a very quiet, but direct voice, he simply said, “We need to do this simply and only because it is the right thing to do”.  It was profound and the committee sat silently.  The motion passed unanimously.

Simple and uncomplicated business ethics still has a place in our society and in business in particular, but it continues its downward spiral into the lower rungs of our conscience. Doing the right thing because it is the “right thing to do” needs to make a comeback – and it needs to happen soon.


~~~~~~

Alerding Castor Hewitt, LLP is an Indianapolis law firm focusing on business law, information technology law (including SaaS law and legal technology consulting), private equity consulting, and business and Internet litigation.

Business Law - Why Is Profit A Negative Thing?

Friday, July 30, 2010 by David Castor
One of my favorite movie scenes is from The Jerk.  Navin Johnson is working at a carnival guessing peoples weight.  He is talking to Frosty, his boss:

Navin R. Johnson: [bleakly] I've already given away eight pencils, two hoola dolls, and an ashtray, and I've only taken in fifteen dollars.

Frosty: Navin, you have taken in fifteen dollars and given away fifty cents worth of crap, which gives us a net profit of fourteen dollars and fifty cents.

Navin R. Johnson: Ah... It's a profit deal. Takes the pressure off. Get your weight guessed right here! Only a buck! Actual live weight guessing! Take a chance and win some crap!
 
It is amazing how easy it is for business professionals to take their eye off of profit.  I see this often in my business law / funding law practice.  Key employees easily ignore profit while focusing on their client projects and immediate incentives – ignoring the fact that company profit gives them long term advancement potential.  Business owners get tied up with client sales and revenue projections – ignoring the bottom line purpose of what they are building – to make profit. 

It bewilders me how many professionals don’t know how to determine whether they are profitable.  A business owner recently told me about a sales reps’ excitement of landing the $50k deal that had already cost $20k to secure and will cost another $30k to $40k to fulfill.  Way to go!

I also find it interesting how profit has developed a negative connotation in so many business circles.  Business cultural goals are considered personal, meaningful and someone enlightened.  Profit goals are considered a “numbers guy” thing.  I am a big believer in creating the right company culture - but fact is cultural goals cannot be met if the company is not profitable. 


~~~~~~

Alerding Castor Hewitt, LLP is an Indianapolis law firm focusing on business law, information technology law (including SaaS law and legal technology consulting), private equity consulting, and business and Internet litigation.

 

Entrepreneurial Law - Don't Raise Too Much Capital

Thursday, July 22, 2010 by David Castor
I read a Guy Kawasaki blog post this week where he walked through six reasons why an abundance of capital can hurt an early stage business.  In my entreprenurial law / funding law practice I work with a lot of business owners through capital strategies and the private equity processes.  Honestly, the drafting of a private placement memorandum is the easy part of my practice.  The hard part is creating the proper capital structure for the long term growth and success and reaching investors who want to invest in the business.

Here is one of the points from the post:

Expenses expand to the level of funding.


Funny how this works: companies create projections that use the money that they have. The availability of money makes them think of ways to spend it, so there’s less emphasis on doing the right things the right way. The logic becomes, “Our investors gave us this money to invest, not to collect interest in the bank. They want us to scale up and go for it, so we should spend it. We know we’ll meet our milestones, and our competition is a joke, so we’ll always be able to get more money.”

 

Business Law - Morning People

Monday, July 19, 2010 by David Castor
There is a great article in the July-August edition of the Harvard Business Review entitled The Early Bird Really Does Get the Worm.  The article summarizes a study which found a correlation between  "morning people" and career success.  This is based on a number of traits which are commonly found in morning people.  

Traits
Agreeable
Optimistic
Stable
Proactive
Conscientious
Satisfied with Life

Being a morning person, of course I loved this!  Most days I am the first in the office.  I love getting my to-do lists together early each morning and executing on the list throughout the day.  I have found this to be an extraordinarily important practice in building and managing a successful law firm.  

I have never understood evening people.  It seems that they miss out on too much and are always in reactive mode rather than proactive mode.  That creates a stressful life.  Of course that is not always true - I know many who are actually much more organized than me and run great businesses.

The study did find some positive traits of "evening people".  They tend to be more creative and intelligent than morning people.  I fully agree with those points!  The study also found that they tend to be more extroverted.  That is probably true, but I have not noticed that point to the same degree.  At any rate, those are traits that are necessary in any balanced business team.

See also:

Entrepreneurial Law - Developing a Good Business Model
Culture of Private Equity
A World of Private Equity
Rules of Funding
Entrepreneurial Law - Proof of Concept & Proof of Scale
Fatal Flaws in Leadership
Keep the Good Ideas Coming but Stay Focused
Business Law - 10 Common Negotiation Mistakes
Funding Law - Presentations to Investors
 


~~~~~~

Alerding Castor Hewitt, LLP is an Indianapolis law firm focusing on business law, information technology law (including SaaS law and legal technology consulting), private equity consulting, and business and Internet litigation.




Funding Law – Investor Impatience

Friday, June 18, 2010 by David Castor
I read around 2 new business plans per week – about 100 per year.  Some private equity investors I know read upwards of 10 per week – or about 500 per year.  When you are reviewing that many of anything, you get impatient.  That is why I encourage business owners writing plans for private equity investors or angel investor groups to be succinct. 

Get to the point.  What does your company do?  What pain are you solving in the market?  How will you do that at a profit?

Business summaries should avoid flowery language (e.g., “ABC will offer innovative products in a global market…”) – just say what the business does.  If you have pictures of the product or screen shots of the user interface for software, include it on page one.  Make the product and market opportunity simple to understand in a few sentences.

Clearly define your sources and uses – who are you targeting for investment and what will the funds be used for (not just expenses, but what scaling milestone will the funds help you achieve).

Your revenue projections should never be labeled as “conservative”.  Your projections should be based on what you expect to happen.  You should know within close certainty your expenses for the first couple of years (especially your fixed costs), and you should know enough about your market and target base that you should be able to make a good projection on revenue.  “Conservative” makes it look like you are guessing.

Random Thoughts On Private Equity

Tuesday, June 15, 2010 by David Castor
2010 continues to prove successful for many of our clients.  In the area of business law and private equity we continue to see many of our clients receive funding and meet their capital goals.  That is exciting.  We are up to 9 clients that have done so this calendar year.

We have several other clients who are still pursuing capital under a Red D exemption / private placement offering.  We are very cautious about who we take on as clients, and I am hopeful that each will be funded in full soon.

I had a couple of interesting observations recently - one from a meeting with a potential investor and one this week while reviewing a new business plan.  These are random comments, but worthwhile for folks seeking funding from private equity investors.

1.    Where the business model is centered around a disruptive technology, you must prove that the technology will be sticky.  This should be key to your market opportunity discussion.  Also, the concept should be easy to describe.  An investor who knows nothing about the market should understand the key need for your technology and stickiness of the market within 60 seconds of reading a summary.  If you are not familiar with the disruptive innovation concept read Clay Christensen's book The Innovators Dilemma.

2.    Watch your sources and uses carefully – especially uses.  I read a plan for a $2.5MM raise with the plan allocating $1.3MM to executive salaries in the first 24 months.  That is ridiculous.  I don't care what doctorates or experience the C levels have - this is a pre-revenue business.  At best, if you must be paid a lot, tie salaries to metrics with revenue generation.  For any equity raise, best "uses" are sales, sales, sales and development which will lead to more sales.



Funding Law – Know Your Numbers

Thursday, June 3, 2010 by David Castor
Clients often ask for my assistance in working through numbers and rate of returns for private equity investors.  Here is the basic concept.  If you have a pre-money valuation of $2M and are raising $500k in a seed round, you are giving up 20% of the equity to the private equity investors.

500k/(2M+500k) = 20% ownership

Most angel investors will want to see 3 to 5 year cash flow projections.  What they ultimately are checking for is: (1) an assessment of how reasonable you are estimating revenues and how accurately you have looked at expenses; (2) a risk assessment of the cash flows for the business model (i.e., how close to bottoming out do you get before you break even and grow); and (3) a determination of their expected return based on projected earnings. 

Assuming no future equity rounds are planned which will dilute that ownership interest, the angel investor can determine their rate of return on the investment.  For 5 years out, let’s assume EBITDA is projected at $10M and company value is projected to be 4X EBITDA.  The 5 year return will be:

20% ownership X 4 X ($10M/500k) = 16X investment

The key here is that your cash flow projections are projections based on thought through assumptions.  They are not guesses!  Work through the numbers and be confident in them when presenting to investors.


 

SaaS Law – Considerations When Developing B2B Business Models

Wednesday, June 2, 2010 by David Castor
Some B2B business models do well in targeting early stage customers (e.g., less than $5MM revenue) but have trouble scaling with customers as they grow.  Other B2B models cannot hit a price point for early stage customers and must target customers at later business stages. 

I recently saw a business model that concerned me on this point.  The SaaS application in the model was not cost effective for early stage customers – there are market alternatives that are offered for free that do just about everything early stage companies need.  The SaaS application was very efficient and effective for mid-stage, emerging businesses, but it was not as cost effective as other enterprise software licensing models after customers reached a certain size.  As a result, the business model comes in too late in the customer’s life cycle and then cannot scale with the customer beyond a certain point.  I think this will be a hard sell. 


See also:

Entrepreneurial Law – Developing a Good Business Model – Part I

Entrepreneurial Law – Developing a Good Business Model – Part II
Entrepreneurial Law – Developing a Good Business Model – Part III
Entrepreneurial Law – Developing a Good Business Model – Part IV
Entrepreneurial Law – Developing a Good Business Model – Part V

Entrepreneurial Law - Talk to Investors

Friday, May 28, 2010 by David Castor
If you are a founder of an emerging company looking to do your first capital raise, consider talking to angel investors BEFORE having your private equity attorney draft the organizational and exempt securities documents for your private placement offering.  I meet a lot of business owners at this stage who make guesses as to what investors are looking for and what the market will bear.  What pre-money valuation should we use?  What preferences (if any) should we include in the private placement offering?  What issues do we need to address in the business model in order to satisfy concerns from investors.

It is amazing how a few simple conversations over coffee or lunch with angel investors can shed light on these issues.  

Also, consider hiring a securities attorney who has (1) built his/her own business and (2) invested his/her own money in private equity investments.  Drafting private placement documents is the easy part of my practice.  The hard part is understanding the why and how - ultimately determining why and how the offering will be structured for this particular business, market and investors.  You will benefit greatly by hiring an attorney who understands both the law and the private investment world.


~~~~~~~
Other posts that may be of interest:

Entrepreneurial Law - Developing a Good Business Model
Culture of Private Equity
A World of Private Equity
Rules of Funding
Entrepreneurial Law - Proof of Concept & Proof of Scale
Fatal Flaws in Leadership
Keep the Good Ideas Coming but Stay Focused
Business Law - 10 Common Negotiation Mistakes
Funding Law - Presentations to Investors



Business Law - I Am Spoiled

Friday, May 28, 2010 by David Castor
So I am at the office tonight, about 10 PM, working through several matters.  I have a software licensing contract which we are hoping to have signed by June 1 - I just finished and turned the revised draft.  I have a new SaaS law client that is embarking on a small private equity round - I am working on investment documents tonight.  A financial institution client contacted me this week and ask us to draft loan documents - so, working on those.  Have an independent contractor agreement for a business law client - working on that.  Sending e-mails regarding a stock deal and others regarding a real estate financing - all while listening to Pearl Jam on iTunes.

I continue to be very thankful for my clients.  Honestly, I am spoiled rotten that I have such great clients - good people in interesting industries doing fascinating things.  I often tell folks that my job is a lifestyle, not a job.  Today is one of those days where that definitely rings true.  10 PM and still loving what I do.






Funding Law - Culture of Private Equity II

Wednesday, May 26, 2010 by David Castor
A couple of weeks ago I wrote a post on the Culture of Private Equity addressing how private equity investors and angel investor groups in different geographic regions look at private equity opportunities differently.  To be truly considered, a deal must be excellent at three things:
  • Management Team
  • Market Opportunity
  • Capital Structure
I have gone into great detail for each of these points in past posts. 

Last week I was back in Southern California visiting with a couple of clients.  I also met with a three new private equity groups and attended an angel investor meeting.  What I have always seen from California investors and addressed in the previous post rang true again.  For each business plan presented, the questions and answers focused 90% on market opportunity – including nuances of the need in the market and the ability of the company to meet the need.  Little was discussed regarding management team – other than some questions regarding the person’s background to make sure they were not flakes.  Very little was discussed on capital structure - the presentation of basic financials was enough for this group.

That is very different than what I see in other regions.  NY investors, for instance, seem to focus on the financials before considering the market opportunity - and last the management team.  Indiana investors seem to want to know who the team is, what connections they have, how smart they are, and whether or not the investor likes them before considering market opportunity and then financials.



Funding Law - Should You Look Out-Of-State?

Monday, May 24, 2010 by David Castor
Most business owners who are raising capital are willing to take capital from just about anywhere.  Investors are a means to an end of meeting capital requirements and scaling a business towards profit.  As Indianapolis is the “biggest small town in America” and the number of investors and amount of private investment capital is limited, certain business owners find looking outside of the state for capital is beneficial.  In my SaaS law practice, for example, I see a lot of companies look beyond state boarders.

I was back on the west coast this past week.  The key purpose of the visit was to meet with two clients on their open business law matters, but I also met with several private equity investors and two angel investor groups whom I know well to discuss potential private placement opportunities.

I found it interesting to hear from these investors what types of out-of-state deals they want to see.  Particularly, when are outside investors willing to look at Midwest deals and when do they feel it is best for those companies to raise capital locally?
 
For example, one open private investment opportunity is for a brewery.  It was interesting to hear investors state that an investment deal like this needs to be done with investors in their own back yard.  People don’t invest in beer businesses because of great returns – they invest primarily for the fun of being part of a brewery.  You can stop by, bring clients and co-workers, and enjoy the product. 

Also, when companies are branded locally (i.e., name of city or region in business or product name), out-of-state investors will be less likely to invest.  The brand sells that a target market is for that region – and the investor has little way to do the due diligence to assess the market opportunity.

Anyway, points to consider when considering out-of-state investors.

Build Your Business Model Around the 7 Deadly Sins?!?!

Thursday, May 13, 2010 by David Castor
I recently read a summary of a lecture on applying the seven deadly sins to software development.  The sins are:
 
Lust
Obsessive or excessive thoughts
Gluttony
Over-indulgence, over-consumption
Greed
A sin of excess like lust and gluttony, but in reference to wealth
Sloth
Laziness, indifference, apathy
Wrath
Uncontrolled feelings of hatred and anger
Envy
Resenting another because they possess something you do not
Pride
Excessive love of self
 

The idea is not to sell products leading to the sins themselves but to creatively apply the concepts of one or more to your software product to create an appeal and addictiveness factor to your product.  I wonder if the same can be applied when customizing a product / service for a new business or market opportunity. 
 
LustDo you touch a deep seeded relational need in people?
GluttonyDo you tie into a desire for comfort or consumption?
GreedDo you solve financial or monetary needs of your customers?
SlothDo you create efficiency or freedom of time for your customers?
WrathDo you provide a forum for dialog, debate or conflict resolution?
EnvyDo you provide customers a higher standard of living?
PrideDoes your product/service provide customers a sense of identity?



~~~~~~

Other posts that may of be interest

SaaS Law - Don't Use the Word "Affiliates"
Entrepreneurial Law - Proof of Concept and Proof of Scale
Good Metrics


~~~~~~

Alerding Castor Hewitt, LLP is an Indianapolis law firm focusing on business law, information technology law (including SaaS law and legal technology consulting), private equity consulting, and business and Internet litigation.