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 entreprenurial law mattters.  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 LawA few years back, sometime in the mid 1990’s, while an undergraduate business student at Purdue University, a fellow classmate and I entered the Burton Morgan Entrepreneurship Competition.  We were the only undergraduate students chosen as top 10 finalists in the event – an accomplishment for which I am still quite proud. 

I remember the program as being challenging, informative and humbling.  Following rounds of having our business plan reviewed and commented on by professors, we presented to a panel of judges which was made by business owners, private equity investors, and professors.  The judges did not hold back on us.  They told us exactly where our business model issues were.  Most of the issues related to assumptions and implications underlying our financial projections and other business model variables that we had not taken into account.

I remember as a 21 year old being embarrassed by some of the points that we had not addressed in our plan, but the judges’ comments were not degrading – they were taken as a challenge and learning experience.  We did not make the top 5, but the experience was invaluable.

It is amazing that I use these same comments today as a business law / funding law attorney with my business law clients.  I review somewhere in the range of 75 to 100 business plans a year - either for clients seeking private equity or venture capital funding, for due diligence for clients looking to make investments, or for clients creating operational plans to launch out in their own venture.  It is interesting how many of these plans fail to address financial assumptions and implications and business model variables.

Today I am closely connected to two of my three alma maters – Krannert School at Purdue and Butler College of Business where I did my MBA.  Both schools have great entrepreneurship programs.  Last month I guest lectured at Purdue’s entrepreneurship capstone course.  Next month I am serving as a judge in their elevator pitch competition.  I also stay tightly tied in with Butler and have worked on business or private equity deals with certain professors at the MBA program.

This week Purdue announced their top 10 finalists for the Burton Morgan Business Plan Competition.  Our friends at Inside Indiana Business wrote a nice summary of the finalists.  Check out the article.





Business LawI have taken a few weeks off of blogging.  Honestly, I felt like I needed the break, but I am excited about getting back on the saddle and writing again.

Since it has been a few weeks, let me give a brief update on what we have been up to.  Alerding Castor Hewitt has had an exciting beginning to 2010.  On January 1, Bill Boncosky joined us.  Bill is a business attorney / technology and SaaS law attorney working with privately held companies, primarily in technology industries.  Bill has spent the last seven years as General Counsel at ExactTarget.  We all have much to learn from him and are thrilled to have him as part of the team.  The IBJ put out a nice article in January on our firm's focus on entrepreneur law and Bill's joining us in this field.

This week Scott Kreider joined our business litigation group.  Scott adds to a team headed up by Mike Alerding that handles a difficult and necessary discipline for any full service business law firm – handling business disputes.  It is great to have him aboard.  Also, Mike made the IBJ's 40 under 40 the other week.  Good stuff.

Over the last few weeks our firm has helped four clients through capital funding processes - three from angel investors or private equity firms and one from a venture capital firm.  It is always encouraging to see business clients grow, and we count it as an honor to be part of their process.

We have also been involved with many businesses and business owners through customer deals and strategic business growth matters.  We will write more on some of those matters in future posts.  

I was a guest lecturer the other week at Purdue’s entrepreneurship capstone course.  Man I felt old, but I was very encouraged by the enthusiasm, drive and smarts from this class.  

So there is the fire hose version of the last few weeks.  2010 is off to a strong start for ACH.  I am looking forward to what is coming down the pike.


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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.

Entreprenurial Law - Accelorator ProgramClosing in on the end of 2009 I have to say that I am quite pleased with the commitment Indiana showed this year to be a State that supports and promotes innovation, entreprenuership and business growth.

This week I had breakfast with Larry O'Connor, Executive Director of Butler University's Business Accelerator.  Larry is a former CEO of Bank One Indiana.  Following his "retirement", Larry became CEO of The IndianapolisMuseumm of Art, and recently took the position to lead theAcceleratorr program.

On the program's website, Larry describes theAcceleratorr as follows:

Operationally, the Accelerator is a consulting business designed to serve middle market companies in Central Indiana. Teams of professional consultants, faculty and students work directly with these companies - helping them to grow and simultaneously providing a living laboratory in which undergraduate and MBA students learn and experience real business problems and situations.

While Butler is continuing its work with mid-market companies, 2009 also showed growth of incubator programs and the birth of new angel investment groups in Indiana.  As an entrepreneurial law / private equity attorney, the health of these groups means a lot to me in terms of support and growth of my clients.

2009 was a strange year for businesses.  Private capital was hard to come by due to economic constraints.  Lending was tight.  The corporateenvironmentt seemed to be mired by corporate fraud (Madoff, Durham).  Despite all of this, Indianapolis proved to be a great place for businesses to launch and grow. 


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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.


The other day I wrote a post on my reasons not to use the term "affiliates" in licensing agreement negotiations.  See post here.  My general point is that the term has no common meaning in the law and may create ambiguity in the contact.

I addressed several different definitions of the term in laws, but the term is not only defined differently in law, it is also used differently in business.

For accounting companies, for instance, the Interstate Commerce Commission defines the term as companies controlled by the accounting company alone or with others under a joint agreement.  So, “affiliates” falls outside of typical entity ownership structures and to companies with controlling interests through contractual relationships.

In the banking industry the term is commonly used to refer to an FIB which processes credit card data for other financial institutions or financial institutions that issue MasterCard or Visa cards.  The term here has nothing to do with ownership structures.

In television and radio industries, affiliates are companies not necessarily under common ownership which have contracted with a network to broadcast its programs.

In the Internet world a marketing affiliate refers to a company who links to another company via a weblink which then allows the hosting company to obtain a commission on sales made as a result of user’s clicking through that link.

"Affiliate" is a term that is used in contracts when the parties want to refer to an entity relationship but do not want to take the time (or don't know how) to define it.  Again, it is best to avoid this term, but if you must use it, make sure to define it clearly in the contract. 



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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.



There are several scope of license issues to work through when handling license agreement negotiations.  In my SaaS law (SaaS legal consulting) practice I often see licensees wanting to open the scope of the license to its “affiliates”. 

For many larger SaaS customers this makes sense as these businesses often operate as families of companies rather than single operating entities.  The customer may need to open the license to its other companies in order to properly use the software.  Just last week I was negotiating a Software License and Services Agreement with a Fortune 100 company that has over 50 companies in its U.S. operations alone.  They needed SaaS user seats for most of these companies.

The problem with the term “affiliates” is that it is not precise and may mean different things to different parties.  Some contract terms have clear legal meanings.  For example, “subsidiaries” commonly means companies which are owned and controlled by another company.  “Parent” commonly means the company that owns the subsidiary.  “Joint venture” commonly means a contractual relationship between two companies to engage jointly in a particular operation. 

“Affiliates” does not have a common meaning for most contractual purposes.  At the highest level the term points to a working or organizational relationship between two companies, but it is unclear how related the two companies have to be in order for them to be considered affiliates.  For example, are joint ventures affiliates?  Are management companies or consulting companies affiliates?

The term is defined differently in Federal and State laws and by legal dictionaries. 

The Banking Act of 1933, for instance, contains a very broad definition as any organization that a bank owns or controls by stock holdings, or which the bank's shareholders own, or whose officers are also directors of the bank.  This definition is probably much broader than most licensees intend and most licensors are willing to accept. 

The IRS defines the term much more narrowly (for purposes of consolidated tax returns) as a group of companies whose parent or other inclusive corporation owns at least 80% of voting stock.  This definition may be more narrow than the licensee intends.

The Investment Company Act defines “affiliates” as a company in which there is any direct or indirect ownership of 5% or more of the outstanding voting securities.  I am not sure if any licensee or licensor is intending that precise scope when using the term.

Black’s Law Dictionary defines the term broadly as a corporation that is related to another corporation by shareholdings or other means of control.  By that definition a management or consulting company could arguably be considered an affiliate.

The Ninth Circuit court recently adopted the Black’s Law Dictionary definition as it applies to the TCPA (an opt-in privacy law related to telephone marketing), but interestingly, the court also determined that because there was no direct contractual relationship between the two companies, they were not affiliates.  Thus, the court apparently also needs to see a contractual relationship between the businesses for them to be affiliates.

Finally, a note for Indiana technology companies – Indiana Code 23 (the Indiana business statute) does not define “affiliate” and Indiana courts have not yet addressed the definition in a business structure context. 

You see the point.  The term is messy – which is why it should be avoided.  The point of contracts is to be clear and avoid ambiguity.  This term can create ambiguity and lead to unnecessary disputes down the line. 


New technology businesses usually face two hurdles to get their product to market.  The first is proof of concept.  The second is proof of scale. 

Both are intended to solve the “Ability” stage of the business plan process and move the business into the "Meeting" stage:

Recognition of Market -> Recognition of Market Opportunity -> Ability to Meet Market Opportunity -> Meeting Market Opportunity at Profit

Proof of concept is simply the proof that the business can develop a working prototype that solves the market opportunity issue.  For a software licensing company this will be development of a bare bones software program, usually without user interface design or additional back end functionality.  It solves the most basic questions of whether the contemplated design will meet intended functionality. 

Proof of scale is the initial to-market phase that proves the business can scale the technology (or good or service) to satisfy the market opportunity at a profit.  Some of the issues to address at this stage include:
  • Adequate capital
  • Quantifiable customer demand
  • Number of sales force required
  • Adequate supply chain (in terms of cost, quality and time)

After proof of scale is satisfied, a business is usually in a more stable mode with its product (or service) satisfying the market opportunity at a profit.

As an entrepreneurial law / SaaS law attorney, I have helped several clients work through these and many other issues in the “proofs” stages.  I find that few business fail to address the proof of concept stage well, but many ignore issues in proof of scale.  One of the key issues to address early is quantifiable customer demand for YOUR product as many of the other issues spring from this one.



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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.


What are your metrics for business success?  I attended a non-profit board meeting this past week where the directors were working through this question  - "How do we measure success?" 

A common metric that was discussed was # of volunteers in the organization in ___ years.  Although this metric does measure growth, it does not measure the quality of growth.  What if the volunteers are under committed, under trained or just plain lousy at their job?  You may meet your metric but find that your organization is under serving the community, or worse, frowned upon by the community it is trying to serve.

Similar metrics are common in business plans where I often see # of customers as a metric for growth.  I also saw this problem with the prior administration of Indiana's 21st Century Fund where creation of jobs was the key metric for grant opportunities.  The problem there is that there are good jobs and bad jobs - purely measuring # of jobs does not distinguish between the two.  I could create tons of hourly pay jobs today if I wanted, but those jobs would be low wage and temporary.  Not the type that would ultimately benefit the State.  In short, the metric is not a good measure of success.

The difficulty with metrics is that they can come in just about any form you can imagine.  They are simply a way to measure growth.  The key is to tie them in with the ultimate goals of your organization.  Most companies do not want growth at the cost of profitability.  Personally, I would rather run a small shop with higher profit than a large shop with smaller or no profit.  

So, here are a few poor and good metrics for successful business growth:

Poor metrics:
# of employees
# of customers
# of square feet of office space

Good metrics:
Net Profit at $_____, based on Revenue of _____.
% of customers at ___ % margin
___% profitability margin per employee


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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.


There are several business blogs that I follow.  Most of these are written by SaaS law / Internet law clients of mine or other Indiana businesses in technology industries.  Lately I have been falling behind on them.  This morning I am trying to catch up. 

I came across a very good, brief video on Kristian Andersen + Associates' blog.  

The video is from the Bigger Ideas/Smaller Indiana conference this past summer.  In the video Kristian Andersen shares his feelings on central Indiana's business environment and our tendency to minimize our solid business culture by holding ourselves out as having two strengths to attract businesses and entrepreneurial ventures to Indiana:

#1 - Indiana has low housing costs.
#2 - Indiana is a great place to raise a family.

Don't get me wrong, these are great attributes of our region, but I agree with KA that they do not create cultural excitement or substantive value for businesses.  If you look at top tier business environments, they certainly do not market themselves in this way.  They sell value.  They sell cultural significance.  They sell networks and incentives.

Kristian, very nicely done!


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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 LawThe following post by Pat Horgan of Palidan Associates was printed on the E-Sourcing Forum a couple of weeks ago.  Even though the post applies particularly to sourcing professionals, the concepts are excellent for most contract negotiations.

NEGOTIATING TIPS

Contract Document Control

In contract development, the party that controls the physical production of the contract document and the wording changes during negotiations generally has a distinct advantage.  This is particularly true in long or complex contracts.

Subtle or undetected changes can possibly be introduced into the document by the “controller”, but without the other party’s knowledge.  Sometimes seemingly innocuous, but subsequently important terms and conditions on someone else’s paper can escape notice.  To the extent that one party’s language is used, subsequent legal interpretation of precedent, meaning, or industry practice may favor that party.

The party that controls the contract document has a leg up in the negotiations.

Controlling Terms and Condition

Similarly, both the Buyer and the Seller have to be careful that they are not inadvertently accepting unknown or non-negotiated terms and conditions that may exist on the other party’s standard paper, contract documents, invoices, or purchase orders. Often terms and conditions on a Seller’s standard invoice are different than those on the Buyer’s standard purchase order, and both may differ from specific contract language.  Often, simply paying an invoice means the buyer has “accepted” the Seller’s terms. In a more recent complication, agreements may refer to Terms and Conditions that reside on the Seller’s website.  This is sometimes difficult to manage because the website can be readily changed, enabling the Seller to change prices and terms at their discretion.

Often the Buyer firm, or the larger firm, or the firm that has better legal representation wins this negotiating element without the other party even realizing the issues involved.

Some things Buyer’s can do:

Buyer’s can generally insist that contracts be written on their paper, that they control and modify the physical document during negotiations, and that their terms and conditions prevail. Include terms and conditions early in the RFX process to identify and address these issues at the point of greatest leverage.  Vendor invoices should always be reviewed, matched against purchase orders and/or contracts, and checked for inappropriate terms or conditions.  Suspect invoices can be referred to properly trained Accounts Payable personnel or legal counsel for resolution.



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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.


SaaS Law / Business LawAccording to a recent Gartner research report, worldwide SaaS revenues are expected to grow 18 percent in 2009 to reach $7.5 billion.  The report further stated an expectation for SaaS industries through 2013 when worldwide revenues are expected to top $14 billion for enterprise application markets.

Gartner listed the top SaaS market segments for 2009 as follows:

1. Content, Communications and Collaboration (CCC) - $2.6 billion
2. Customer Relationship Management (CRM) - $2.3 billion
3. Enterprise Resource Planning (ERP) - $1.2 billion
4. Supply Chain Management (SCM) - $826 million
5. Office Suites - $68 million
6. Digital Content Creation (DCC) - $62 million
7. Other SaaS offerings - $472 million

My business law / Internet law practice focuses on representing technology businesses as general counsel through their business lifecycle.  A number of my clients that are seeing rapid growth are in SaaS markets, primarily in CCC, CRM, and SCM markets.  This report is encouraging news for SaaS businesses in Indianapolis.


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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 at 30,000 feetFrom time to time I use the term “From a 10,000 foot view…”.  This is corporate buzz speak for taking a broad look at something without getting into the details.  From a business vision and strategy perspective, it is common to start at a high and broad perspective and then work down to the details (i.e., "into the weeds").

Many business professors, and even our President, encourage business executives to stop using such buzz phrases as they can serve as a crutch for intelligent decision making and implementation. 

"These are all words and phrases that dumb people use to sound smart. It's ludicrous. I mean, if you are in a meeting and you say ‘From a 30,000 foot view, this looks like a great idea’, aren't you just saying that you are too stupid to look at the details of the proposal to figure out if it will actually work? Your employees lose all respect for you.  That's why when I take my chair in the Oval Office, one of my first orders of business will be to outlaw these inane words and phrases."
               
- President Obama


I understand the President's point, but personally I still like this phrase as long as it is not overused and used properly. 

So I use “10,000 feet”.  Obama refers to 30,000 feet.  In the last week I heard one business professional say “30,000 feet” and another business owner say “50,000 feet”.

So, what is the proper “foot view” for high level, summary reviews of situations?

The good news for anyone using the phrase is that it is mere corporate buzz.  So, there is a plenty of leeway on proper phrase usage.  Not the a Google search is the proper way to determine correct phrase usage, but for sake of time I ran a Google search.  It shows various results for each phrase height, with each search showing articles by businesses professionals, organizations, politicians, and academics using each height.  That really is not an answer, but it at least shows that I am not alone in my club.  I am sticking with 10,000 feet!


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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 LawI have helped a number of clients pursue and secure capital funding from private equity investors.  For all clients in this process I tell them to approach potential investors as they would potential customers.  Investors come in all types.  Learn as much as you can about the individual, angel investor group or private equity fund before presenting to them; then present to them the information that they want to hear (not falsely, but approach investors on their ground, not yours). 

A few weeks ago I saw a presentation by a couple of young entrepreneurs looking to secure additional capital for their company.  Their company developed a SaaS application that is used as a logistics tool within other businesses.  It is purely a plug in product for a business customer's cost center. 

I had never thought of this before, but for software licensing and SaaS model businesses it seems that there is a big difference, at least from potential investors’ perspectives, between B2B SaaS applications which are tailored for profit centers and those for cost centers.  Tools designed for profit centers are much easier to sell to investors.  You show that if a customer utilizes the tool, they can generate an ROI which will lead to a certain profit increase.  For cost center tools, about the best you can do is show that the tool generates so much operational efficiency that it ultimately frees up resources to generate more profit in other areas.  For obvious reasons I think this is a harder sell to investors who generally want to see direct ROI.

I will write more about this topic in the future as I work this concept.




Emerging Indiana technology companies should consider grant opportunities as an alternative to raising private equity.  The benefits are obvious as you are not giving up a stake in the business in order to secure strategic capital. 

A client of mine this past week engaged my technology law firm to assist in an SBIR grant opportunity.  Other grant opportunities include NIH grants and 21st Century Fund grants.

The 21st Century Fund is a "must" to consider if you are an Indiana technology business.  The Fund is described on its website:

The Indiana 21st Century Research and Technology Fund was created in 1999 by the General Assembly to stimulate the process of diversifying the State's economy by developing and commercializing advanced technologies in Indiana. The Fund is now an integral element of the Indiana Economic Development Corporation's Small Business and Entrepreneurship Division. 21st Century.






I had the honor of speaking at the Masters of Business Online conference this last week.  The conference was organized by Jim Brown of EverEffect.  Jim and his team did a great job with the event.  Last count I heard was approximately 250 in attendance.

Here are a few blog posts that described the event:My hour presentation was entitled "The Legal Landscape of Corporate Blogging".  I addressed legal issues and opportunities for risk mitigation for companies utilizing social media in their marketing campaigns.  As one of the only “non-marketer” speakers at the event I had a great time discussing Internet law and social media law with many marketing professionals.


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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 LawWhen presenting to an angel investor group or private equity investors, two rules of thumb should be followed:

1.    The investment opportunity should be easy to understand (Focus on the investment opportunity, the market opportunity and why this particular management team can pull this off). 
2.    Know your numbers and your assumptions.

I read a business plan this past week that segmented cash flow projections into four options, each with a weighted probability of occurrence.  They were referred to as Strike Out, Base Hit, Home Run and Grand Slam.  For example, Strike Out means the business tanks – this was assigned a 5% probability.  Base Hit was a conservative projection – assigned a 45% probability.  Home Run was a more aggressive projection – assigned 40% probability.  Grand Slam was a highly aggressive projection – assigned a 10% probability. 

There are a few problems with this.  Where did the probability stats come from?  It appears they were pulled out of thin air.  There were no assumptions stated that the reader could rely on.  All projections have assumptions.  Make sure to state them.  Sophisticated investors will be looking for them.


I am speaking this afternoon at the MBO Conference on the Legal Landscape of Corporate Blogging.  It was an honor to be invited to participate in this year's conference, and I am truly looking forward to the time.

As an Indiana technology lawyer I monitor areas of law that impact my clients' business worlds.  My colleagues and I monitor Internet laws, privacy laws, ASP law, SaaS law, cloud computing law, and various other areas of business law to best advise our clients on how to navigate the legal landscape of emerging technology fields.  Blogging law is the topic for today's talk.

We will be covering areas such as copyright infringement, defamation claims, privacy laws and Section 230 protections.  We will also address the recent FTC Guidelines on endorsements by bloggers. 

This should be an interesting discussion. 





SaaS Law - Funding InnovationI had a meeting with an Indiana technology client this week who is interested in pursuing US private equity funding for a roll out of a new SaaS product (actually a 7 year old successful software product converted to a new SaaS model).  The capital will be used primarily for additional sales staff with a small portion being used to hire an additional developer.

I am always happy with this structure – focus investors’ money on revenue generating activities rather than product development.  I see many early stage companies prepare for a capital raise which is only intended to cover product development.  There is nothing necessarily wrong there, but it may not be the best approach. 

Think about getting the product to market, not just getting it done.  Companies that pursue capital from private equity investors to only cover product development often end up with a great product in hand but no resources to get the product to market.  The idea that if we build it customers will come is a myth.  

Savvy private equity investors will see this as a weakness in a business plan.  You have to know your “to market” strategy.




SaaS Legal ConsultingThis is the second part of a four part series from the SpendMatters blog on the rise of Iasta as a global leader in eSourcing markets.  The article is by Jason Busch, a Founder and Managing Director of Azul Partners, a boutique advisory firm. He is also Editor of the highly trafficked sourcing, trade and supply chain blog www.spendmatters.com. Jason is regarded as one of the leading technology pundits and thought leaders in the trade, procurement and operations worlds.


I recently just completed Ronald Cohen's book, The Second Bounce of the Ball (hat-tip: Greg Mark). The book is a great study in what it takes to be a successful entrepreneur. Perhaps most important in this regard is being able to read what Cohen refers to as the "the second bounce of the ball". After all, when we enter a market for the first time, it's easy to anticipate initial demand, interest, expectations, etc. But after the ball bounces a second time -- as it always does -- it's not always as clear which direction things will go in. Iasta is one of those companies that successfully read not only the second bounce of the ball, but the third as well. After migrating successfully from being a low-cost full service auction provider into a SaaS vendor with a strong e-sourcing mousetrap, they've once again listened to and read the market, moving in a new but logical direction.

Iasta's latest foray is into the world of what I'll term value-added sourcing and procurement services. Relatively speaking they're not breaking any new ground here. But just as they did in the past, they're copying and adapting an existing business model and delighting customers with both their price points and level of service. And they're doing so successfully, down to working with customers on broad- scale procurement transformations. Yes, you read that correctly. Iasta, that niche Indianapolis sourcing vendor, is competing against the Accentures and AT Kearneys of the world in the area of procurement transformation. And they're doing so successfully.

One of the secrets of their model is maintaining a relatively small full-time consulting team. In fact, nearly all of their team members are contractors with excellent reputations from past roles as consultants at major firms. Iasta is giving them far more autonomy and marking up their services significantly less than what other firms tend to do (e.g., I spoke with one of their procurement transformation leads with significant Big 5 experience who had also worked as a contractor for Denali and Accenture doing similar engagements). With Iasta, he was able to take home a significantly larger percentage of the overall client billings for his time and was also able to save the client material amounts over what bigger name firms would have charged (most likely to put in place more junior resources).

But what class of new services is Iasta offering specifically? For one, they're looking to define and bring to market offerings that, in their words, can help "new customers who aren't in a position to successfully use our software for 12 months until we can get them up to speed". If this requires dropping in more senior team members to drive initiatives in almost an interim management capacity, they'll do it. They'll also do more traditional opportunity and organizational assessments and follow through with customized programs designed to bring companies up to the next level of maturity (interestingly on this note, a number of other services providers in the market use Iasta as their sourcing platform and I suspect they might begin to see Iasta as potentially competitive -- the same problem that Ariba has had with its channel partners in the sourcing area).

In addition to procurement transformation offerings, Iasta is embracing the term "cloud sourcing" to describe a range of other services they bring to bear. These include what they're calling strategic initiatives in the form of energy sourcing and management, green supply chain consulting, MRO transformation and procurement outsourcing. But they're also productizing other cost reduction services based around what they're terming Zero Budget impact programs. These are, in Iasta's words, "8 indirect categories that are difficult to source and are not conducive to auctions".

Zero Budget categories include pharmacy benefits sourcing (delivered via a coalition / GPO model) which delivers, on average, 8-10% savings). They also include non-medical benefits and telecom (both delivered via sourcing events with 7-22% and 15-30% average savings respectively). Other categories that fall under this umbrella include software contracting, MRO/safety supplies, print, fuel management and relocation services.

Iasta has not abandoned more discrete service programs in the least, however. They continue to deliver what they term "tactical sourcing" programs in the form of spend analysis services, sourcing services, optimization services and user training. They're also offering spend analysis as service (including data classification, report and spend assessment surveys), fully managed source services, and staff augmentation around category-specific opportunities. To deliver all of these capabilities, Iasta is leveraging a network of "some 100 consultants" many of whom bring either specific category experience (e.g., print) or other areas of expertise.

Stay tuned for additional analysis of Iasta -- including software enhancements and pricing trends / observations / levels -- as this series continues.


Iasta is a software and global service provider of cost effective Supply Management solutions. As a leader in On Demand / SaaS eSourcing software and services, they have helped companies of all sizes and locations make better purchasing decisions. Iasta provides sourcing software for companies who want to analyze, source and optimize business decisions. Companies use Iasta’s product platforms to automate their strategic sourcing processes and provide buyers with the ability to collect and analyze a wide range of supplier or corporate information. Led by a team of talented individuals with experience in building viable companies, the leadership team's expertise and enthusiasm drive Iasta's superior product and service performance.


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See Also: 
SaaS Law - Iasta Morphs And Grows Part I



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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.

SaaS Law - Iasta LogoThere is a great four part series on the SpendMatters blog which walks through one industry expert's story of the rise of Iasta as a global leader in eSourcing markets.  This was fun for me to read.  I am going on my ninth year of representing Iasta as it's Business law / SaaS law counsel and have loved seeing them grow from a modest Midwest auction software provider to a global SaaS eScouring leader.  It is definitely worth a re-post on The Business & Culture Blog.

The article is by Jason Busch, a Founder and Managing Director of Azul Partners, a boutique advisory firm. He is also Editor of the highly trafficked sourcing, trade and supply chain blog www.spendmatters.com. Jason is regarded as one of the leading technology pundits and thought leaders in the trade, procurement and operations worlds.

Iasta is a software and global service provider of cost effective Supply Management solutions. As a leader in On Demand / SaaS eSourcing software and services, they have helped companies of all sizes and locations make better purchasing decisions. Iasta provides sourcing software for companies who want to analyze, source and optimize business decisions. Companies use Iasta’s product platforms to automate their strategic sourcing processes and provide buyers with the ability to collect and analyze a wide range of supplier or corporate information. Led by a team of talented individuals with experience in building viable companies, the leadership team's expertise and enthusiasm drive Iasta's superior product and service performance.


PART I

While I'm not an old man just yet -- even though some might say that I have my curmudgeonly tendencies, not to mention liking to get to bed hours before Letterman comes on -- I have been around the provider side of the Spend Management world long enough to see dozens of vendors move from writing their initial business plans into their formative years and later into additional stages of maturation. Such is the case with what used to be a small provider I always enjoyed talking to and catching up with, Iasta. I've known the founders of Iasta since before they knew me. When I was at FreeMarkets, Iasta initially set out to copy our full-service sourcing model (and they did succeed in undercutting us on price and winning deals from time to time, as various salespeople reminded me when asking: "Who the heck are these guys from Indianapolis.")

Back in those years Iasta's three founders were heck-bent -- that's Bible Belt / Indy speak for hell-bent -- on creating a viable business model. And while they weren't sourcing guys, they knew a good business model when they saw it. As I got to know Iasta's three founders and became friends with David Bush at the time, it became clear that the Iasta business model was evolving from one of full-service capabilities into a self-service sourcing platform (along the lines of Procuri, Bay Builder and others). Early on in this migration, Iasta competed primarily on price, but as its features and capabilities grew, they started to win deals on more than just their willingness to undercut FreeMarkets, Ariba, Emptoris, Procuri and others. In fact today, they're often among the pricier options in certain deals. But they continue to win more than their fair share of deals in the areas in which they compete (primarily e-sourcing, spend analysis and optimization).

Last week, I had the chance to catch up with Iasta at their reSource event roadshow, as it swung through Chicago. In a series of posts this week and next, I'll dig into how Iasta continues to morph as it grows at one of the fastest rates in the overall market. In this first post today, I'll tackle some of the basics regarding their history and growth, sticking to the facts and figures. But perhaps most important, as a first question to tackle, is how did three guys from Indy create a thriving business in the Spend Management world without outside investment and with little or no initial knowledge of how the sector worked?

They listened to customers, that's how. And this remains a strategy they continue to employ to this day. In fact, starting out in 2000 through 2002, they followed their customer's requests to focus on fully managed auctions. Then in 2003-2006, they rode the SaaS e-sourcing wave. And more recently, they've grown through both customer and solution diversification, in addition to pushing a core sourcing platform that continues to garner accolades from users.

Today, Iasta has approximately 100 customers using their applications. Most of these are typically Global 1000 companies. They also have 50 services clients today (with a strong overlap between the two areas). These numbers not only represent what's been a strong level of customer acquisition in recent years, but also strong revenue growth overall (which is a signal that e-sourcing and related markets aren't seeing the type of pricing pressure that many initially hypothesized they would).

In fact, Iasta has realized a trailing three-year growth rate of 256%. This includes 77% growth in 2008. In Q2 alone, they saw 121% growth between the 2008 and 2009. And they've signed 32 new clients year to date. Moreover, 27% of the recent quarterly growth has come from software license sales (which represent what over 90% of the time amounts to a perpetual annuity).

Compare these numbers with Iasta's competitors and you'll quickly realize this is a company that is on the move. Moreover, the growth is all the more impressive if you consider they've done it without any outside cash infusions. Iasta remains 100% owned by the management team. They've also not yet hit a commercial inflection point, needing to bring in a truly heavy hitter in the sales area. So in other words, not only is all of this growth truly organic and real, it's evolved without the typical investments in sales, marketing and other areas that often require millions of dollars in a Series B financing round.

Stay tuned for the rest of this series looking at Iasta's growth. Next-up: a quick-hit investigation of Iasta's platform and related sourcing services.
 



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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.