The HBS Blog offers insight on Delaware corporations and LLCs as well as information about entrepreneurship, start-ups and general business topics.
The News Journal has a great article about the open seat on the Court of Chancery. Read an excerpt below.
When it comes to gossip in the corporate legal community, the Delaware Court of Chancery has made for interesting water-cooler conversation lately.
Lawyers and legal professors across the country are buzzing about who will fill the seat that will be vacated next month by highly respected Vice Chancellor Stephen P. Lamb. The vice chancellor let it be known about a year ago that he would not serve another term. Lamb's current 12-year term expires on July 28.
"As soon as there's any inkling that someone is going to retire from the Court of Chancery, it sets off an enormous wave of speculation," said Lawrence Hamermesh, director of the Widener Institute of Corporate Law at Widener University. "I've gotten questions going back two years about Vice Chancellor Lamb."
What wasn't surprising to corporate law watchers, however, was the nomination last week of Chancellor William B. Chandler III to a second term as the court's chief judge. Chandler's term is set to expire at midnight on June 30. Gov. Jack Markell sent a letter to the Delaware Senate on Wednesday saying he would nominate Chandler as chancellor on July 1, according to Joe Rogalsky, spokesman for Markell. The Delaware Senate is expected to vote to confirm the nomination on July 1, Rogalsky said.
Chancery Court vacancies have long created buzz in the business world because the court is one of the main reasons big business prefers to incorporate in the state, legal experts said. More than half of the companies on the New York Stock Exchange and about 63 percent of Fortune 500 companies have filed their certificates of incorporation in the state.
Corporate lawyers like to bring matters before Chancery Court judges because they spend the majority of their time handling complex corporate and commercial matters, corporate academics said. In addition to the sophisticated and knowledgeable jurists, businesses like the predictability and consistency of the non-jury court.
Read the full post by Maureen Milford here:
The Fundamentals: The Good Answer Radio Stations
Politicians often say there are no bad questions, only bad answers. In other words, someone who is on his or her game can use any question to lead to their chosen answer; to take control of the interview situation. Last week I explained how to bridge from a reporter’s agenda to your own agenda. Once you’ve bridged you need to make your answers effective. In fact, even if you are asked a question that invites one of your agenda points and requires no bridging, you need to make your answers compelling. Today, I’ll deal with three steps toward giving effective answers.
First, it’s important you understand that an interview is not a conversation. When you are doing a TV interview, that’s obvious: there’s a bright light shining in your face, a microphone on your lapel and several technicians standing behind the interviewer. The situation is so artificial there’s no mistaking it for a conversation, no matter how chatty the reporter gets. But when a reporter calls on the phone or sits down across the desk from us or buys us lunch (that’ll be the day!), you can sometimes be lulled into a false sense of informality. Don’t be gulled. The reporter is working, not chatting, no matter how informal she gets. You, too, need to be working. And that leads me to my first point: you need to adopt some counter-intuitive behavior in answering a reporter’s questions. As a mnemonic device, I have come up with three west-of-the-Mississippi radio stations to help remember some key counter-intuitive rules of interviews. They are: KPUF, KISS, and KOTJ.
KPUF -- Key Point Up Front. In conversations we build to a conclusion. In an interview, we start with our conclusion and then bring up the supporting data. Think about it this way: we need to communicate with the media the way the media communicates with us. A news story begins with a headline, then comes the lead paragraph with the most important information and then the supporting data. Leading off with your key point is especially important if you are doing a live broadcast interview. Audience attention is keenest when you first begin speaking and then flags as you go on. So grab ‘em at the start with your conclusion.
KISS -- Keep it Short and Simple. How short? I advocate the 30/10/3 rules. For instance, if you asked me this question in an interview, “What constitutes an ideal answer in an interview, I would answer: “The ideal answer is no more than 30 words long, spoken in no more than 10 seconds and formulated in no more than three sentences.” That answer is 25 words long, formulated in two sentences and, if spoken, would take me about seven seconds. (The 10-second part is slightly gratuitous. Unless you are President of the Slow Talkers of America you will likely speak most thirty-word answers in about 8 or 9 seconds.) Okay, that takes care of how short, but how simple should that answer be? You should speak at the average grade level of your targeted audience. In this country the average grade level is somewhere between the tenth and eleventh grades. So round it down and realize that for general audience media you are speaking to a 16-year-old. (And I don’t mean the 16-year-old whose science project was a solar-powered robot, but the 16-year-old who plays Game Boy for hours on end.) If you are being interviewed by Fortune or the Wall Street Journal, you can ratchet up the sophistication level of your answers. How do you know what grade level your answers are? Well, if you write them out in MS Word, there is a tool that enables you to check them against something called the Flesch-Kincaid Scale. Go to the “Tools” section of Word, select “Options,” select the “Spelling & Grammar” tab and select “Show Readability Statistics.” Now run “Spelling & Grammar” from the Tools menu and at the end of the spell and grammar check you’ll get see a box that includes the grade level of your document.
KOTJ -- Knock off the Jargon. I don’t know of any business or discipline that doesn’t have it’s own jargon. There is so much jargon out there that you can have cases of dueling acronyms. Some years ago during a training session for NASA scientists working on the Mars rovers, the acronym EDL came up. EDL, I thought, that’s an edit decision list. (In television, it’s the list of time codes selected to edit together to make a story.) Why would you need an edit decision list to go to Mars? Well, it turns out in NASA-speak EDL is the Entry, Descent and Landing sequence. (And obviously a far more daunting bit of business than an edit decision list, since a television EDL can be corrected while a plunging spacecraft’s EDL cannot be.) If you use jargon you are inviting a print reporter to paraphrase you, you are inviting a broadcast reporter to omit your soundbite and, should the jargon make it past those filters, you are inviting your end user to tune out what you are saying while she searches for the translation of your opaque wording. If, in an interview, you find an acronym or other bit of jargon does pop out of your mouth, just define it and then continue with your answer.
The Fundamentals -- Telephone Interviews
At the risk of revealing my age, when I began in journalism the publisher of my newspaper, The New York World-Telegram and Sun, calculated it cost us about $7 an hour to cover a news story while it cost the local television stations $70 an hour. An added benefit, he said, was that we inky wretches working the telephones could cover more than one story in an hour, while our broadcast rarely could because they had to be on the scene of news in order to get film of the event or interview. And that also meant having four people on the scene -- a reporter, cameraman, soundman and lighting man. (I am not being politically insensitive; I am being accurate. Back then the latter three always were male.)
Today, with newspaper staffs shrinking, there is even more reliance on the phone for print news-gathering. And nowadays when they get an assignment, radio reporters, too, reach for the phone more often than they reach for their car keys. That’s a good thing for media outlets’ bottom lines and a great thing for us, their interview subjects.
In The Weekly Media Trainer, Part 3 and The Weekly Media Trainer, Part 4, I wrote about the importance of formulating an agenda for each of your media interviews, and of making that agenda come alive with word devices I call grabbers.
The “phoner” is a comfortable format for deploying and sticking to your agenda because it is an open book test. Of course, an open book test does you no good unless you have a book and you’ve opened it. To that end, here’s what I recommend my media training clients do when they are interviewed over the phone:
1. Write out the four or five points of your agenda on separate index cards. And don’t forget a url for more information.
2. Create a grabber for each agenda message point -- an analogy, a comparison, a startling statistic or fact, a brief anecdote, etc. -- and write them on the cards under each message point.
3. Arrange the cards on your desk next to the phone and call the reporter.
4. As you deploy each message point, turn the card over. This will prevent you from hitting any one point repeatedly at the expense of the other points. When all the cards are turned over, turn them back and feel free to hit them again (don’t reuse the grabbers).
Notice I said call the reporter. “But what,” you say, “if the reporter calls out of the blue and wants to talk right away?” Simple, insist on calling back. You need time to prepare. Don’t be cowed into doing an interview without preparation If the reporter says he’s on deadline. More often than not, it’s not true. When I was a cub reporter, I sat next to a grizzled old veteran whose every phone call began with the words, “Jim Howard, World-Telegram and Sun. I’m on deadline....” From first call in the morning to last call in the evening, Jim was always on deadline. Why? He didn’t want to be bothered calling someone back or waiting for the interview subject to call him back. Whatever the reason for an on-deadline call, the problem is not yours, it’s the reporters. Just be firm and tell him you’ll call back. Then prepare your index cards and call back.
I found a great article on my favorite blog Design Sponge by Amy J. Everhart, a lawyer who specializes in creative industries. She works with entrepreneurs, inventors, and business owners on the topics of copyright, trademark, entertainment, the arts and the internet. I found this article to be very interesting and informative. Below is an excerpt:
Copyright 101 for Designers
By Amy J. Everhart
As a designer, your designs are your lifeblood. Just as a jeweler keeps his jewels in a locked display case, you should safeguard your designs. I don’t mean the physical product embodying your designs, but the intangible right to them: the copyright. Yet maybe because a copyright isn’t something you can see or touch, creators often neglect to safeguard it. An understanding of the copyright basics goes a long way toward protecting why you’re doing this in the first place: the art.
What is a copyright? Skip ahead if I’m getting too “101” on you, but it never hurts to start at the beginning: What is a copyright in the first place, and why should you care if you have one? A copyright protects creative works, including works of visual art, and is actually a bundle of rights. In the case of a work of visual art, a copyright includes the rights to copy, display, sell, perform and make derivative works from your work.
When do I have copyright protection? The minute you create a design and it’s embodied in a tangible medium (meaning no longer just an idea in your head but sketched out on paper or something you can touch), you, as the author, own the copyright to that design. This is true even if the work is not registered with the U.S. Copyright Office and even if you don’t place a copyright symbol (©) on the work. But, as you can see below, doing both is important even if not required for copyright protection, because it will enhance and maximize your protection.
Do I need to register my design with the Copyright Office? You don’t have to register your work with the Copyright Office to acquire copyright protection. So why bother slogging through that frustrating registration process, not to mention spending the money it costs to register? Three reasons: 1) registration within five years of publication gives you a presumption of ownership; 2) registration is a prerequisite to filing a lawsuit for copyright infringement; and 3) registration makes available certain infringement remedies that might not be available to you otherwise, including the potential to recover attorneys’ fees and “statutory,” or a specific range of, damages Congress built directly into the Copyright Act. Also, don’t wait until someone has copied your work to register it. You’ll want to file that copyright-infringement lawsuit immediately and not have to wait for the Copyright Office’s stamp of approval on your registration. Also, you generally can’t seek attorneys’ fees or statutory damages unless you register the copyright before the work is copied.
Read the full article: Biz Ladies 09: Copyright 101 for Designers
Guy Kawasaki is an entrepreneur, venture capitalist and author of The Art of The Start, Rules for Revolutionaries, Selling the Dream and Reality Check. While looking at his lastest endeavor, Alltop.com (a web site that uses RSS feeds to organize by topic, the latest stories from thousands of blogs and sites) I found out that he recently spoke at U Penn's technology conference and shared his ten commandments.
Guy Kawasaki's Ten Commandments:
1. Make meaning, not money. "As venture capitalists," Kawasaki said, "we deal with many companies, and often they come in [saying what] they think we want to hear: that they want to make money. It's been my observation that most companies founded on this concept of making money pretty much fail. They attract the wrong kind of co-founders and early employees." Rather, he says, entrepreneurs should focus on making their product or service mean something beyond the sum of its components -- and the money may very well follow. He noted how Nike made its aerobic sneakers for women into more than just "two pieces of cotton, leather and rubber, manufactured under somewhat suspect conditions in the Far East." With smart advertising about how women traditionally have been measured and judged, Nike "turned $2.50 of raw materials into something that stands for efficacy and power and liberation. They are making meaning with shoes. Great companies make meaning." Certainly, Apple has done that with the Mac, iPhone and other devices.
2. Make a mantra, not a mission statement. Bland, generic company mission statements -- about "delivering superior-quality products and services for our customers and communities through leadership innovation and partnerships" -- serve no one but the consultant brought in to develop them, Kawasaki said. Instead, keep it short and define yourself by what you want to mean to consumers. Nike stands for "authentic athletic performance." FedEx is about "peace of mind." To get everyone internally and externally on the same page, explain why your organization exists and how it meets customers' needs and desires.
3. Jump curves. Innovating is harder than just staying a little bit ahead of competitors on the same curve. "If you're a daisy-wheel printer company, the goal is not to introduce Helvetica in another point size. The goal is to jump to laser printer," he said. That's easier in some businesses than others. Kawasaki noted how in the days before refrigeration, the ice industry consisted of ice harvesters in cold climates using horses, sleighs and saws to collect ice outdoors during winter months. Ten million pounds of ice were shipped in 1900 that way, he said. Then came "Ice 2.0" -- factories that could freeze ice anywhere and an ice man who would deliver it to establishments and homes. Finally came "Ice 3.0": home refrigerators.
Of course, none of the ice harvesters got into the ice factory business, and none of the factories got into the refrigerator business. That's because "most organizations define themselves in terms of what they do," he said, "instead of thinking 'what benefit do we provide the customer?' True innovation comes when you jump curves, not when you duke it out for 10% or 15% better."
4. In product design, "roll the DICEE." That's an acronym. "D" is for deep, which to Kawasaki means thinking about features that go beyond the norm. One of his favorite "deep" ideas: Fanning Reef sandals, which have a bottle opener built into the sole. "I" is for intelligence, as seen in the design of Panasonic's BF-104 flashlight, which uses batteries of three different sizes to accommodate the random mix of extra batteries many people have around the house. "C" is for complete -- or being not just a product, but including support and service. The first "E" is for elegance: Beauty matters, according to Kawasaki. "Companies should have CTOs -- chief taste officers," he said. The second "E" is for emotive. "Great products generate strong emotions: Think Harley Davidson, Macintosh."
5. Don't worry, be "crappy." This doesn't mean ship a bad product, but "your innovation can have elements of crappiness to it," Kawasaki said. Twitter has a litany of flaws, but it is changing people's habits. The first Mac had plenty of room for improvement, but it made a statement about the future of personal computing, and it did not need to wait.
6. Polarize people. Try to be all things to all people and you often ship mediocrity, Kawasaki said. The boxy Toyota Scion xB looks ugly to some people but very cool to its devotees. TiVo became popular while maddening the advertising industry.
7. Let 100 flowers blossom. Borrowing from Chairman Mao, Kawasaki said you never know where the flowers will emerge, so let them grow. Innovations may attract unexpected and unintended customers. Think of Avon Products' Skin-so-Soft cream, which became popular as a mosquito repellent. Rule one, he said, is "take the money. Rule two: Learn who's buying your product, ask them why and give them more reasons. That's a lot easier than asking people who aren't interested 'why not,' and trying to change their minds."
8. Churn, baby, churn. Always improve. Listen to customers for ideas. That's difficult, Kawasaki said, because an innovator or entrepreneur must often ignore the advice of naysayers and "bozos" who say it can't be done. Once it is done, and the product reaches the hands of customers, it's time to start listening to their feedback. "Once you ship, then you flip," Kawasaki said.
9. Niche yourself. Find your place, Kawasaki urged. He showed a simple X-Y graph, with the usual four quadrants mapping the variables "Uniqueness" and "Value." A product or service does not need to be unique if it delivers value. That, he said, is how Dell won market share selling computers. In the lower left quadrant of his X-Y graph he placed many of the me-too dot.com companies of the late 1990s that were low value and uninspired. But in the upper-right quadrant were high value, unique products and services. They included the online movie-ticketing service Fandango and the Clear card that can speed passage through airport security. "The upper-right-hand corner is the holy grail of marketing," he said. "It's where meaning is made, it's where money is made, it's where history is made."
10. Follow the 10-20-30 rule when pitching to venture capitalists. That means no more than 10 PowerPoint slides, a limit of 20 minutes for the pitch, and using a 30-point font size in the presentation (to keep it simple). The goal of such pitches isn't to walk home with a check, he said, it's to "not be eliminated" from consideration.
Read the article in its entirety: Ten Commandments from Entrepreneurial 'Evangelist' Guy Kawaski