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Preview: BizzBangBuzz by strategic business lawyer, technology attorney, mediator, Anthony Cerminaro

BizzBangBuzz by deal attorney & business lawyer, Anthony Cerminaro



Blawg (law blog) focused on business, commercial transactions, technology startups and emerging growth companies



Updated: 2017-09-14T02:32:45.384-04:00

 



The World is Being Flattened

2012-05-08T07:58:07.913-04:00

... by Ten Forces
  1. Collapse of Berlin Wall--11/89: The event not only symbolized the end of the Cold war, it allowed people from other side of the wall to join the economic mainstream. (11/09/1989)
  2. Netscape: Netscape and the Web broadened the audience for the Internet from its roots as a communications medium used primarily by 'early adopters and geeks' to something that made the Internet accessible to everyone from five-year-olds to eighty-five-year olds. (8/9/1995)
  3. Work Flow Software: The ability of machines to talk to other machines with no humans involved. These first three forces have become a “crude foundation of a whole new global platform for collaboration.”
  4. Uploading: Communities uploading and collaborating on online projects. Examples include open source software, blogs, and Wikipedia - "the most disruptive force of all."
  5. Outsourcing: Allows companies to split service and manufacturing activities into components, with each component performed in most efficient, cost-effective way.
  6. Offshoring: Manufacturing's version of outsourcing.
  7. Supply-Chaining: Compare the modern retail supply chain to a river. Wal-Mart may be the best example of a company using technology to streamline sales, distribution, and shipping.
  8. Insourcing: UPS is a prime example for insourcing, in which the company's employees perform services--beyond shipping--for another company. For example, UPS itself repairs Toshiba computers on behalf of Toshiba. The work is done at the UPS hub, by UPS employees.
  9. In-forming: Google and other search engines are the prime example. "Never before in the history of the planet have so many people-on their own-had the ability to find so much information about so many things and about so many other people".
  10. "The Steroids": Personal digital devices like mobile phones, iPods, personal digital assistants, instant messaging, and voice over Internet Protocol (VoIP).
List and quotes from The World is Flat by Thomas Friedman
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The MBA Oath

2012-01-09T12:34:10.919-05:00

The MBA Oath is a voluntary pledge for graduating MBAs and current MBAs to “create value responsibly and ethically.”
The MBA Oath

As a business leader I recognize my role in society.

My purpose is to lead people and manage resources to create value that no single individual can create alone. My decisions affect the well-being of individuals inside and outside my enterprise, today and tomorrow. Therefore, I promise that:

• I will manage my enterprise with loyalty and care, and will not advance my personal interests at the expense of my enterprise or society.

• I will understand and uphold, in letter and spirit, the laws and contracts governing my conduct and that of my enterprise.

• I will refrain from corruption, unfair competition, or business practices harmful to society.

• I will protect the human rights and dignity of all people affected by my enterprise, and I will oppose discrimination and exploitation.

• I will protect the right of future generations to advance their standard of living and enjoy a healthy planet.

• I will report the performance and risks of my enterprise accurately and honestly.

• I will invest in developing myself and others, helping the management profession continue to advance and create sustainable and inclusive prosperity.

In exercising my professional duties according to these principles, I recognize that my behavior must set an example of integrity, eliciting trust and esteem from those I serve. I will remain accountable to my peers and to society for my actions and for upholding these standards.

This oath I make freely, and upon my honor.

allowfullscreen="" frameborder="0" height="315" src="http://www.youtube.com/embed/1knEtXEEIZ4" width="560">
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Business Plan Basics

2011-10-05T09:16:44.543-04:00

What makes for a successful business plan? This post from Noah Parsons covers the essentials:

"Executive summaries need to be short, direct, and provide an overview of the business opportunity ... A good plan will communicate what the business does, who the target market is, and what the potential upside is in no more than 5 sentences.

"Expenses – A common failing in business plan financials is to either under-estimate expenses or to leave out some expenses altogether ... make sure that your P&L includes all ... costs for running your business.

"Optimism – Optimism is great ... but ... make sure your [sales] forecast is realistic. Most business plan readers are going to question what appears to be overly optimistic growth scenarios ...

"Market Size – ... Divide your market into manageable segments such as location, customer needs, age, income, etc. Without a realistic market segmentation strategy and a marketing plan that addresses that segmentation, you will have a difficult time implementing the plan."(image)



20 Startup Business Questions

2011-09-29T09:57:02.987-04:00

1. Am I prepared to spend the time, money and resources needed to get my business started? 2. What kind of business do I want? 3. What products/services will my business provide? 4. Why am I starting a business? 5. What is my target market? 6. Who is my competition? 7. What is unique about my business idea and the products/services I will provide? 8. How soon will it take before my products/services are available? 9. How much money do I need to get my business set up? 10. How long can I have to finance the company until I start making a profit? 11. Will I need to get a loan? 12. How will I price my product compared to my competition? 13. How will I market my business? 14. How will I set up the legal structure of my business? 15. How will I manage my business? 16. Where will I house my business? 17. How many employees will I need to start up? 18. What types of suppliers do I need to contact? 19. What kind of insurance do I need to invest in? 20. What do I need to do to ensure I am paying my taxes correctly? SOURCE: 20 Questions Before Starting a Business SBA.gov(image)






Corporate Culture Defined

2011-08-14T09:34:44.671-04:00

Good definition of corporate culture from Innovation Excellence:

"Corporate culture is the set of assumptions, beliefs, practices, formal and informal rules and attitudes about how a company operates. Corporate culture evolves over time, and is both formal and informal. Corporate culture often shifts over time as well. Young entrepreneurial firms and startups have a culture that thrives on risk, speed and change. Growth is paramount. Older, established firms have a culture more typically based on rules, hierarchy, achievement of predictable milestones. While many firms have elaborately detailed organizational hierarchies and established workflows, corporate culture is often much more informal, and more powerful than any individual, and often more powerful than senior executives appreciate or expect.

"In an organization with a strong corporate culture, people learn to fit in quickly, adjust their thinking to the predominant culture or are quickly ostracized. Corporate culture, more than any other factor, details how people think, what they believe is important and valuable, and dictates how work should get done. It is difficult to change, especially under duress, and often communicates much about the values and intentions of a business."(image)



Casey Anthony Jury Had No Choice

2011-07-06T12:56:44.352-04:00

I have been asked to comment on the Casey Anthony trial. I did not follow the trial in detail as it was happening. I am not in a position to judge particular tactics used by the lawyers, nor am I able to offer my opinion on the adequacy of the evidence presented. I focus on the result - the “not guilty “verdicts.In Florida, to prove the crime of First Degree Premeditated Murder, the State must prove each of the following three elements beyond a reasonable doubt:1. (Victim) is dead.2. The death was caused by the criminal act of (defendant).3. There was a premeditated killing of (victim).What is a reasonable doubt? Standard Florida jury instructions provide as follows (emphasis added):A reasonable doubt is not a mere possible doubt, a speculative, imaginary or forced doubt. Such a doubt must not influence you to return a verdict of not guilty if you have an abiding conviction of guilt. On the other hand, if, after carefully considering, comparing and weighing all the evidence, there is not an abiding conviction of guilt, or, if, having a conviction, it is one which is not stable but one which wavers and vacillates, then the charge is not proved beyond every reasonable doubt and you must find the defendant not guilty because the doubt is reasonable.It is to the evidence introduced in this trial, and to it alone, that you are to look for that proof.A reasonable doubt as to the guilt of the defendant may arise from the evidence, conflict in the evidence, or the lack of evidence. If you have a reasonable doubt, you should find the defendant not guilty. If you have no reasonable doubt, you should find the defendant guilty.Casey Anthony does not behave as many people believe she should. She may have mental problems. She may have killed her daughter. Much of the public and many passionate commentators have concluded that she is a murderer. Fortunately for us, her guilt or innocence must be determined in a court of law. My take on the situation is this: The jury members took their jobs very seriously. Based on the evidence that was presented in court, they were not convinced that each element of the charged felony offenses had been proven beyond a reasonable doubt. As to the first degree murder charge, probably, the conflicting evidence about the 2nd and 3rd elements of the crime entered into their decision making. I found particularly haunting the statement by the alleged paramoor of Casey's father that he had told her that Caylee's death had been an "accident that snowballed out of control." Also, the prosecution had trouble establishing exactly how Caylee died. What is galling about this, is that Casey's lying contributed to the delay in finding Caylee's body. Nonetheless, the burden of proof does not shift to the defendant in a criminal trial, no matter how big a liar she is alleged to be. Nor should it. Whatever conviction the jury had of Casey’s guilt, it must have been of the “wavering and vacillating” variety. That being the case, they had no choice but to acquit her. [...]



So You Want to Start a Business?

2011-06-25T11:05:53.055-04:00

This Guide to Starting a Corporation from Fenwick & West offers a good overview of the process.
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Startup Employment Agreement

2011-06-20T11:41:14.551-04:00

This Startup Employment Agreement from Inc.com is used by startup companies to establish terms and conditions of their workers' employment. The agreement outlines compensation, benefits, policies, and rights for the employee and employer and is customizable for your company’s usage.(image)



Leaders as Problem Finders

2011-06-17T10:45:34.314-04:00

"Practicing problem-finding helps leaders spot and address emerging concerns while they are still manageable and before they turn into disasters...[Use]these seven steps...

1.Circumvent the gatekeepers – get unfiltered information.
2.Become an ethnographer...
3.Hunt for patterns – try to draw on past experiences but don’t get caught in the trap of misusing analogies.
4.Use intuition to “connect the dots”...
5.Encourage innovative thinking...
6....Adopt the military’s 'After Action Review'(AAR) process to learn and improve;
7.Create a climate of information-sharing – encourage people to speak up and have a mindset of 'openness.'"

Read more in this post from NACD Blog.(image)



Top Ten Startup Legal Mistakes

2011-06-11T08:38:55.349-04:00

# 10: Failing to incorporate early enough.

# 9: Issuing founder shares without vesting.

#8: Hiring a lawyer not experienced in dealing with entrepreneurs and venture capitalists.

#7: Failing to make a timely Section 83 (b) election.

# 6: Negotiating venture capital financing based solely on the valuation.

#5: Waiting to consider international intellectual property protection.

#4: Disclosing inventions without a nondisclosure agreement, or before the patent application is filed.

#3: Starting a business while employed by a potential competitor, or hiring employees without first checking their agreements with the current employer and their knowledge of trade secrets.

#2: ...failing to comply with state and federal securities laws.

#1: Thinking any legal problems can be solved later.

Read more in this HBS Working Knowledge article
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.XXX Domain Names - Get 'em while they're hot

2011-05-17T17:36:47.674-04:00

"While traditional rights protection mechanisms, such as the Uniform Domain Name Dispute Resolution Policy (UDRP), will apply to .xxx domain names, and while ICM Registry has implemented a host of other protection mechanisms that will aid trademark owners seeking to combat infringing - or simply disparaging - use of valuable brands, trademark owners should consider 'pre-reserving' and/or defensively registering key .xxx domain names containing valuable trademarks." Advice from this Foley Hoag LLP post.(image)



Mutual Non-Disclosure Agreement

2011-05-16T13:37:52.158-04:00

This Mutual Non-Disclosure Agreement from Inc.com is a sample contract between two parties exploring a business opportunity of mutual interests, whereby the parties agree to treat disclosed information concerning the opportunity as confidential.(image)



Creativity Begins with Little Bets

2011-05-13T16:26:41.989-04:00

“The best way to predict the future is to invent it.” -- Alan Kay

“...Unleashing our creativity, however deeply it’s hidden, begins with little bets...concrete actions taken to discover, test, and develop ideas that are achievable and affordable...”

"Becoming more comfortable with failure, and coming to view false starts and mistakes as opportunities opens us up creatively."

"Most entrepreneurs launch their companies without an ingenious idea and proceed to discover one, or if they do start with what they think is an ingenious idea, they quickly discover that it’s flawed and then rapidly adapt."

--- from Change This - Little Bets: Think Differently(image)



Yale Trivia Presentation

2011-05-09T10:06:28.592-04:00

I was privileged on Friday night to be the representative of the Princeton Alumni Association of Western Pennsylvania at the Yale Club of Pittsburgh annual dinner. My role was to offer greetings and remarks ribbing or roasting the Yalies. I used a format from a Jeopardy-like game show that I have reproduced as a presentation.

Yale Jeopardy (object) (embed) (image)



So Now You're the Boss

2010-03-12T11:42:44.113-05:00

"If there’s one big workplace lie that any new manager should wise up to fast, it’s 'There are no office politics here.' ... There’s no workplace on the planet where fostering good relationships isn’t key to getting things done.

And now that you’ve become a boss, it’s even more important that you “get” the political environment of your office and learn how to work effectively with higher-ups, peers, and direct reports...

Understand How Your Role Has Changed...
Know What You Don’t Know...
Master the Unwritten Rules...
Be Loyal, to a Point...
Build the Support You Need to Get Things Done..."

"Make a graceful exit from your old position...
Create good relationships early on...
Speak the language of inclusion...
Show trust in your staff...
Utilize your new employees' strengths...
Lead by example...
Don't get bogged down in details...
Be sensitive to corporate culture.Resist the temptation to change standard operating procedures too quickly, before you fully understand the environment...
Develop a style of management that is fair and consistent...
Seek out a new set of professional peers and mentors...
Strive for personal balance..."

Read more in this article from BNET and this article from Monster.com from which the foregoing were quoted.(image)



Five Modes of Decision Making

2010-03-10T09:36:12.225-05:00

The Four Components of Decision-MakingThere are four components to decision-making: data gathering, information processing, meaning-making, and decision-making, or deciding on a course of action...The Five Modes of Decision-MakingThere are five modes of decision-making. The difference between each mode of decision-making is the amount of emphasis that is given to each of the four components of decision-making. The five modes of decision-making are based on instincts, subconscious beliefs, conscious beliefs, values, and intuition.Instinct-Based Decision-Making...The main features of instinct-based decision-making are: a) actions always precede thought – there is no pause between meaning-making and decision-making for reflection, b) the decisions that are made are always based on... instructions... encoded in... our DNA... and c) we are not in control of our actions and behaviours. They are in control of us.Subconscious Belief-Based Decision-MakingIn subconscious belief-based decision-making, we also react to what is happening in our world without reflection but on the basis of personal memories rather than cellular (DNA) memories... the behaviours we are displaying are based on deeply held beliefs... Conscious Belief-Based Decision-Making...In conscious belief-based decision-making we have time to think about what decision to make, and we have time to discuss with others and build consensus. However, conscious belief-based decision-making has one thing in common with subconscious belief-based decision-making: it uses information based on past experiences (what we think we know) to make decisions about the future. It creates a future very much like the past. At the best, the future we create is only incrementally different... Values-Based Decision-MakingIf we truly want to create the future we want to experience, we have to shift from conscious belief-based decision-making to values-based decision-making... all critical decisions need to pass the values test...The question we need to ask when making a decision is “Is this decision rational and is it in alignment with our values?” If it isn’t ... think again... When we hold a vision, we consciously make decisions that keep us heading in that direction. When we have a mission, we consciously make decisions that support the attainment of that mission. In every case we are making decisions that help us consciously create the future we want to experience...Intuition-Based Decision-Making...Read more in this post from BigBrain.com [...]



Rock the Casbah

2010-02-15T09:47:17.018-05:00

This film enjoyed I tremendously watching last evening. Here is the Criterion Collection blurb that well describes the movie.

"One of the most influential political films in history, Gillo Pontecorvo’s The Battle of Algiers (La bataille d’Alger) vividly re-creates a key year in the tumultuous Algerian struggle for independence from the occupying French in the 1950s. As violence escalates on both sides, children shoot soldiers at point-blank range, women plant bombs in cafés, and French soldiers resort to torture to break the will of the insurgents. Shot in the streets of Algiers in documentary style, the film is a case study in modern warfare, with its terrorist attacks and the brutal techniques used to combat them. The Criterion Collection is proud to present Gillo Pontecorvo’s tour de force—a film with astonishing relevance today."

The Battle of Algiers (1966) - The Criterion Collection(image)



Most Mission Statements are Worthless

2010-01-19T14:22:03.116-05:00

(image) "Most corporate mission statements are worthless. They consist largely of pious platitudes...A mission statement should not commit a firm to what it must do to survive but to what it chooses to do in order to thrive. Nor should it be filled with operationally meaningless superlatives such as biggest, best, optimum, and maximum...

"To test for the appropriateness of an assertion in a mission statement, determine whether it can be disagreed with reasonably. If not, it should be excluded. Can you imagine any company disagreeing with the objective "to provide the best value for the money." If you can't, it's not worth saying.

"What characteristics should a mission statement have? First it should contain a formulation of the firm's objectives that enables progress toward them to be measured....Second, a company's mission statement should differentiate it from other companies...Third, a mission statement should define the business that the company wants to be in, not necessarily is in. However diverse its current business, it should try to find a unifying concept that enlarges its view of itself and brings it into focus...

Fourth, a mission statement should be relevant to all the firm's stakeholders. These include its customers, suppliers, the public, shareholders, and employees. The mission should state how the company intends to serve each of them...Finally, and of greatest importance, a mission statement should be exciting and inspiring. It should motivate all those whose participation in its pursuit is sought...

"If your firm has a mission statement, test it against these five criteria. If it fails to meet any of them, it should be redone.

Read more in this paper by Russel Ackoff. You may also wish to check out these related posts.(image)



How to Solve Intractable Problems

2010-01-06T11:03:11.909-05:00

(image) I highly recommend this profound presentation by the late Dr. Russell L. Ackoff, the dean of the systems thinking community. In it, Dr. Ackoff dicusses the history, nature and application of systems thinking. A few of his observations will give you an idea of the force of the presentation:

-The properties of a system (e.g. a business organization, an automobile or the human body) depend on the way in which the parts of the system interact.

-When a system is taken apart, it loses all of its essential properties and so do each of its parts (e.g. Take the motor out of an auto and what's left is not an auto. Moreover, the motor no longer moves anything. It just sits there.)

-A system is not the sum of its parts. It is the product of the interactions of its parts.

-The performance of a system is not ordinarily improved by improving the performance of its parts individually (e.g. "fixing" the marketing department may not improve the performance of the business organization).

-To "dissolve" or eliminate a problem (as opposed to absolving, resolving or solving it), ideally redesign the system of which the problem is a part to eliminate the problem, and then see how close you can come to realizing the ideal redesign.

-The strength of the U.S. economic system is its tremendous ability to survive its inefficiencies.

-The U.S. educational system kills creativity.

-The righter you do the wrong things, the wronger you become. Better to do the right things wrong, than the wrong things better.

Dr. Ackoff cites specific instances where systems thinking was used to dissolve seemingly intractable problems. To eliminate an illiteracy problem in an inner city grade school, for example, a team of which Dr. Ackoff was a member, used a grant to set up a continuous showing of Charlie Chaplin silent films that students could watch at any time. Soon the illiteracy problem dissolved, as students became motivated to learn to read so that they could understand the subtitles.(image)



Identify Critical Success Factors

2010-01-06T10:42:41.598-05:00

"Critical Success Factors are the areas of your business or project that are absolutely essential to its success. By identifying and communicating these CSFs, you can help ensure your business or project is well-focused and avoid wasting effort and resources on less important areas. By making CSFs explicit, and communicating them with everyone involved, you can help keep the business and project on track towards common aims and goals..."Identifying your CSFs is a very iterative process. Your mission, strategic goals and CSFs are intrinsically linked and each will be refined as you develop them. Here are the summary steps that, used iteratively, will help you identify the CSFs for your business or project:Step One: Establish your business's or project's mission and strategic goals...Step Two: For each strategic goal, ask yourself "what area of business or project activity is essential to achieve this goal?" The answers to the question are your candidate CSFs.Step Three: Evaluate the list of candidate CSFs to find the absolute essential elements for achieving success - these are your Criticial Success Factors. As you identify and evaluate candidate CSFs, you may uncover some new strategic objectives or more detailed objectives. So you may need to define your mission, objectives and CSFs iteratively.Step Four: Identify how you will monitor and measure each of the CSFs.Step Five: Communicate your CSFs along with the other important elements of your business or project's strategy.Step Six: Keep monitoring and reevaluating your CSFs to ensure you keep moving towards your aims. Indeed, whilst CSFs are sometimes less tangible than measurable goals, it is useful to identify as specifically as possible how you can measure or monitor each one..."Tip: How Many CSFs?To make sure you consider all types of possible CSFs, you can use Rockart's CSF types as a checklist. Industry - these factors result from specific industry characteristics. These are the things that the organization must do to remain competitive.Environmental - these factors result from macro-environmental influences on an organization. Things like the business climate, the economy, competitors, and technological advancements are included in this category.Strategic - these factors result from the specific competitive strategy chosen by the organization. The way in which the company chooses to position themselves, market themselves, whether they are high volume low cost or low volume high cost producers, etc.Temporal - these factors result from the organization's internal forces. Specific barriers, challenges, directions, and influences will determine these CSFs." Read more in this article from MindTools.com, from which the foregoing was quoted [...]



No Decision is Perfect

2010-01-05T10:59:24.784-05:00

(image) "People usually make decisions in one of two ways: They analyze the pros and cons, or they go with their gut instincts. In psychology and business journals, writers who you'd think have better things to do use up gallons of ink arguing about which approach is better. [Gary] Klein recommends a combination of these methods, in this order:

"Get in touch with your gut first. Once you start listing pros and cons, your rational mind will drown out your intuition. Klein defines intuition as the accumulation of experience converted to flash-fast thinking...

"To uncover your intuitive point of view, you can even flip a coin—not to make the decision for you, but so you can register your gut reaction to the result. How do you feel when one option drops out? If you're disappointed, ask yourself why.

"Open up the options and visualize each one...Without overdoing it, brainstorm a lot of options. Think creatively about combining the best pieces of each one by compromising or going whole hog: You could buy both the red and the black sweater.

"Banish vague fears, such as 'It may be a mistake,' and instead try to see yourself in a specific scenario. Ask yourself concrete questions about the possible outcome: What's the worst that could happen? What would I do then? Could I live with that? "It's more important to visualize how each option would turn out," says Klein...

"Let go of the idea of the perfect answer. You cannot possibly get all the info, nor can you foretell the future and calculate all the risks. Chill out. 'The harder a decision is to make, the closer the outcomes are to each other, and the less it matters,' says Klein...There is never a guarantee that you're making the right decision. Just accept that."

"Trust yourself. Improve your intuition by examining your decisions after you've made them. Look at whether you would do it the same way again."

Read more in Reinvention StrategiesL: Follow Your Gut(image)



Strategic Decision Making Traps

2010-01-05T10:41:22.082-05:00

"There are a series of traps that people fall into [in making decisions], that lead to incorrect judgements being reached, whatever the quality of the preceding analysis. The incidence of this is high. The cost, given that these are strategic decisions, is commensurately large..."Pragmatism leads to at least two biases that impact strategic decision making.1. Fact-based bias... we like to make decisions based on facts,[but]... To make strategic decisions, we need to be guided by a 'theory' that allows us to act before all the facts are in... a causal theory about the future - 'if we do this, then the following will happen' - lies at the heart of strategic decision making. We cannot wait for all the facts.2. 'Cut-through' bias... The second consequence of a pragmatic mindset is that it drives people to 'cut-through' and jump to a decision, by making a call. It is the other side of the fact-based bias. We wait for the facts, get impatient and cut-through...Unless it is done with great skill, it can lead to wrong decisions. "Following are the traps that people fall into.Trap one - over-simplificationTrap two - embedded assumptions...Many decisions are based on embedded assumptions that are not discussed, assumptions that often turn out to be wrong.Trap three - incomplete criteria... Many important decisions are made without an explicit, agreed set of criteria... Strategic decisions will have multiple options, to be tested against multiple criteria... multiple weightings and multiple time periods. The human brain cannot reliably cope with such levels of complexity.In these circumstances, a formal, explicit process will yield a surer judgement...To avoid these traps, make the decision process visible. Work hard to consider the whole problem at the same time. This provides a great incentive to expedite the process. Identify important embedded assumptions. And spend real time talking through the decision criteria, weightings and scoring. This way, the decision process will do justice to the hard work done in fact gathering and analysis. Better decisions are the expected result."Read more in this article from CEO Forum Group [...]



Shareholders Agreement Checklist

2010-01-05T10:51:42.872-05:00

The Business• what is the business?• is it existing or a startup?• if existing, what has each shareholder contributed so far? have they been fairly rewarded? does the existing share structure fairly reflect those contributions?• What adjustments need to be made?• what vision do you have for its future?• what are the key issues related to operating and building the business?• how or what will each shareholder contribute to the vision, operations and building?• how is the business going to make money for the shareholders? giving them jobs? paying them profits annually? building a valuable business that can be sold at a later date?• how long do the shareholders plan to be involved in the business operationally?• how long to the shareholders plan to be involved in the business as shareholders?• will the shareholders ultimately sell the business? when? to whom?• or will they simply wind it up?• or will they pass it on to their children or other family members?• is there a business plan? If no, why not/when will there be one? • What must the shareholders agreement do to support the business vision/plan set out above?Financing the CompanyHow is the company going to be financed?• What are the shareholders putting in?• Is that to be loans or equity?• Are the loans going to bear interest?• Are they going to be secured?• What are the repayment terms?• What third party financing is going to be used?• What if more money is needed?Personal Commitment• What are shareholders to contribute ways other than financing?• Who is working in the business?• On what basis?• How are responsibilities being divided?• How are shareholder salaries going to be set?• What kind of special covenants will apply while you are a shareholder? E.g. noncompetition, company owns all inventions• What kind of special covenants will apply after you cease being a shareholder? E.g. non-solicitation, non-competitionDecision Making• How will decisions be made? • Will different kinds of decisions be made in different ways? • Consider both strategic issues (e.g. new partners, buying new businesses, selling the business) and operational (e.g. signing authorities on contracts and bank accounts, ability to make binding commitments on behalf of the company, hiring and firing, purchasing, selling, etc.).• Who will make them?• How will voting rights be handled?• What will constitute a quorum of decision makers?• Is the general rule simple majority vote? Or something else?• Are there things you all have to agree on? I.e. that require unanimous approval?• Of the things you all have to agree on, are their any that you would be willing to have resolved by arbitration etc. to avoid having a deadlock?• Of the things you all have to agree on, are their some that you would be willing to resolve by some kind of super majority (e.g. 75%) to avoid a deadlock?• Which are the things you all have to agree on or we end up in a deadlock situation?Distributing Profits• Who will decide when to distribute profits to shareholders and how much to distribute?• What if they can not agree? Arbitration? Deadlock?• Are profits distributed based on shares only, or something else too?• What if you can not agree on splitting profits? Arbitration? Deadlock?Resolving DeadlocksHow will deadlocks be resolved, if they arise?• Arbitration on some issues? If yes, which ones?• Second vote by super majority[...]



An Overview of Forecasting Methods

2010-01-05T11:03:10.746-05:00

"There are several assumptions about forecasting:

1. There is no way to state what the future will be with complete certainty. Regardless of the methods that we use there will always be an element of uncertainty until the forecast horizon has come to pass.

2. There will always be blind spots in forecasts. We cannot, for example, forecast completely new technologies for which there are no existing paradigms.

3. Providing forecasts to policy-makers will help them formulate social policy. The new social policy, in turn, will affect the future, thus changing the accuracy of the forecast.

Many scholars have proposed a variety of ways to categorize forecasting methodologies. The following classification is a modification of the schema developed by Gordon over two decades ago:

Genius forecasting - This method is based on a combination of intuition, insight, and luck...

Trend extrapolation - These methods examine trends and cycles in historical data, and then use mathematical techniques to extrapolate to the future...

Consensus methods...

Simulation methods - Simulation methods involve using analogs to model complex systems...

Cross-impact matrix method...recognizes that the occurrence of an event can, in turn, affect the likelihoods of other events...

Scenario - The scenario is a narrative forecast that describes a potential course of events...

Decision trees..."

Read more in this comprehensive and fascinating article by David S. Walonick.

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