Miscellany

Post image for Blog Hop — Why I Write

One of my favorite things about blogging is sharing things I find interesting with others. That’s also why I like Twitter so much. So when my friend and fellow blogger Bill Ellis asked me to participate in a blog hop, I jumped at the chance.

Bill’s a branding expert and he writes a blog about what he calls fearless brands, such as Tiffany’s, the Naked Cowboy, the Beatles, and the St. Louis Cardinals. After a successful marketing career at a certain brewery that’s long been known in St. Louis at “the Brewery,” Bill put out his own shingle to help young businesses discover and articulate who they are as well as their key value to the market. Bill’s the first person I called when I decided to launch what has become Blue Maven Law. Here’s a link to Bill’s blog hop post. At the end of this post, I’ll introduce you to some bloggers I admire and whose blogs I read regularly.

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Post image for Making Friends Through Blogging

Later this week I’ll be serving on a panel hosted by The Net Impact, the web development company that built my Blue Maven Law website. I’ll be the only civilian (i.e., amateur) on the panel, and my role will be to discuss the good and bad of blogging as a professional services provider. (Here’s a link to info about the event.)

The highlight of the program will be Q&A, but my prepared remarks will focus on two points: (1) blogging (and social media) is a great way to get to know interesting people, and (2) posting substantive articles that answer questions that are on people’s mind is an effective way to generate traffic on your website.

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website terms of service

Dropbox revised its terms of service recently and sent an email to its users notifying them of the changes. I haven’t read through the entire ToS yet. But Bill Carleton’s post on his Counselor @ Law blog yesterday prompted me to take a look at the arbitration clause. I’m sharing my comment to his post here because I’d like to hear some contrary views. Let me know what you think in the comments or shoot me an email.

Here’s my comment:

Bill: When I read the bit about arbitration in Dropbox’s email alerting me to changes in the ToS, I assumed Dropbox was inserting a class action waiver in response to recent favorable court cases. Many companies have used such provisions to effectively insulate themselves completely from customer complaints. I view this as deeply troublesome, and I’m leaning toward hoping that Congress will overturn recent precedent by legislating consumer protections. (This is in contrast to my initial reaction to the cases, as reflected in my post AT&T Mobility v. Concepcion: Is Class Arbitration Dead?. My views have changed as the subsequent Supreme Court decisions have taken a different tack than I expected and companies have taken advantage of the decisions to the detriment of their customers.)

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Angel Investing Basics

by Brian Rogers on February 9, 2014

in Miscellany

Angel Investing

Are you thinking about investing in a startup company for the first time? If so, such topics as preferred stock, convertible notes, and dilution might sound like startup hocus pocus, but you’ll want to know what they’re all about.

In this post, I provide an introduction to several concepts that you should understand before entrusting your hard-earned cash to the founders of what might — or might not — be the next great thing. This post is a basic introduction to angel investing, which covers concepts common to most angel investments.

Startup investments are speculative and illiquid

True to my lawyerly training, I’ll start with the warnings: The first thing to know about investments in startup companies is that they are speculative. Many startup companies fail. This is true of those that gain early traction and successfully raise money from angel investors and venture capital firms, as well as those that don’t. When such enterprises fail, people who’ve invested in them can expect to lose much or all of their investments. So you probably don’t want to invest the kids’ college fund in startups.

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Post image for Did You Miss My Best Stuff in 2013?

Well, it’s the first day of the year, and I’m excited to see what 2014 has in store. I’m looking forward to more blogging about contracts and the business of law here, as well as working on Blue Maven Law, LLC, my new project that I’m launching today.

One of the best decisions I’ve made in recent years was pulling the trigger on launching this blog three years ago. I’ve met a ton of great people through the blog and other web 2.0 platforms. My life–both professional and private–is much more full than if I’d remained in the shadows. Since I launched the blog, I’ve averaged a little under one post per week, although I’ve been pretty silent for the past several months as I’ve focused much of my energy on my new law firm concept.

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anti-assignment provisions

A company’s key contracts represent a valuable business asset. Thus, it’s crucial that the contracts remain in force as a business changes hands from the seller to the buyer when the business is sold.

Asset sales and equity sales

Although deal lawyers generally describe their practice as involving “mergers and acquisitions,” the sale of a small or medium-sized business is usually structured as either an equity sale or an asset sale. In an equity sale, the buyer buys the equity from the owner(s) of the target company — stock in the case of a corporation and membership interests in the case of a limited liability company. The business is transferred to the new owners, corporate or limited liability company entity and all, and the target becomes a wholly-owned subsidiary of the buyer. There is no change in the status of the target entity itself, and its contracts, assets, and liabilities remain with the entity.

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Sweet, Short EULA

by Brian Rogers on March 2, 2013

in Miscellany

I just downloaded Edraw Mind Map freeware and was surprised to see that the end user license agreement was so short. Without commenting on the quality of the document (other than to applaud the use of the Oxford comma), I’ll say that I’m grateful that my morning wasn’t wasted slogging through a EULA of Apple-like proportions. Plus, I know that I’m not selling my soul because I actually read the thing.

Here’s the EULA for your reading pleasure: [click to continue…]

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In my recent piece about properly signing contracts, I gave a plug for a video called “How to Research a Company on the Interwebs” on Katie Lane’s Work Made for Hire blog. The video takes you step-by-step through basic due diligence, including searching the Secretary of State’s records.

Yesterday, Paula Brillson, a New York lawyer based in California, posted another practical piece, A Street-Smart Guide to Investigating Your Business Partners. It’s worth checking out.

 

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Good Morning America recently ran a story about a mother who gave her son an iPhone — along with her own terms of service. Failure to follow them would “result in termination” of his iPhone ownership.

Actually, “ownership” isn’t to be taken too literally, as the arrangement is more of a license: “It is my phone. I bought it. I pay for it. I am loaning it to you.” And the license is subject to certain acceptable use requirements, such as, “Do not send or receive pictures of your private parts or anyone else’s private parts.” And the risk of loss sits squarely on the licensee’s shoulders: “If it falls into the toilet, smashes on the ground, or vanishes into thin air, you are responsible for the replacement costs or repairs. Mow a lawn, babysit, stash some birthday money. It will happen, you should be prepared.”

To read the whole contract and a clip of an interview of licensor and licensee, see To My 13-Year-Old, An iPhone Contract From Your Mom, With Love. I’m sure more people have read these personal ToS than have slogged through Apple’s version.

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It’s that time of year … time for bloggers to put together a list of their top posts as the new year approaches. Well, I’m happy to get ahead of the curve and serve as the antipasto — the hors d’oeuvre, the aperitif, the opening act — for the more substantial bloggers among us who’ll soon be serving up their best dishes of the year gone by.

It’s been a fantastic year as I (finally) reached my 100th post, met new interwebs friends, and had great conversations with contracts aficionados and law business enthusiasts on this blog and others. I’m looking forward to blogging in 2013.

1. Battle of the Forms Explained (Using a Few Short Words)

In this primer on UCC 2-207′s battle of the forms, I discuss the common-law approach to mis-matched offers and acceptances that result from the use of pre-printed contract forms, as well as the solution offered by article 2 of the Uniform Commercial Code. The post comes complete with a handy flowchart to help solve battle-of-the-forms problems (but see the comments on use of the chart). Like cheese, this post gets better with time as Google serves it up more often as time goes by. In the new year I plan to do some pieces on specific battle of the forms issues and include exercises and real-life examples.

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