Five-minute general counsel: can a nonprofit change mission?

15 October 2010

This LinkedIn question asked about mission drift for non-profits. There are a couple different layers of answer, depending on what’s going on and who’s asking. First, the fundamental concern: will the change of mission jeopardize nonprofit status (and that typically means jeopardize 501(c)(3) status, which means deductibility of donations by donors)? The answer depends on [...]

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Draft better contracts by paying attention to words

12 October 2010

This post on the use of the term immediately, one of many similar explorations by Ken Adams, is the sort of thing that attracts me to contract drafting. There is a lot to be said for using the right language to convey an idea: language that is clear, concise, hard to misconstrue, and simple without [...]

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Mentor corner: Law school or business school?

20 September 2010

I recently answered a LinkedIn question from a young lady asking whether an MBA or a JD was a better choice. (I won’t link the question since most of the responses were utterly misinformed and won’t even accidentally spread that nonsense.) I get asked this question, and questions about choosing law schools, pretty often. My [...]

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Five-minute general counsel: should I be a social enterprise?

9 September 2010

Here’s a question on quasi-nonprofits that I’ve been hearing more often: Do I need to have a nonprofit status to become a social entrepreneurial enterprise? I found this LinkedIn question to be interesting for two reasons: first, it’s very related to a nonprofit question I field all the time, and second, I have a current [...]

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Five-minute general counsel: when should I consider a convertible bridge?

5 September 2010

I have more than one client currently considering convertible bridge notes as a parallel angel/seed round funding technique, and I have one who recently closed a small convertible note that will convert in the upcoming seed round. What’s a convertible bridge note? A convertible bridge note is a not-uncommon financing instrument in venture capital. This [...]

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Five-minute general counsel: What is due diligence?

9 August 2010

Due diligence is the catchall phrase used to describe both the amorphous investigative process that prospective investors and acquirors go through before, during, and after their initial decision to proceed with a transaction with your company as well as the materials (paper, electronic, and Q&A) that they and their advisors receive in response to their [...]

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Why you should back away from reverse mergers

18 June 2010

This LinkedIn question asking about reverse mergers is a question I’ve answered for a lot of entrepreneurs who get pitched by these folks and are invariably misled confused about where, how, and whether this deal brings money into the company. “What is a reverse merger or reverse IPO?” Short answer: “reverse merger” is almost always [...]

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Getting crowdfunding wrong

28 May 2010

Here’s a link to a brief article about crowdsourcing as applied to startups. Grade for this article? Nominally 80% for 4 out of 5 right, but the wrong answer on financing can kill a company. This one gets a #FAIL from me. Hearkening back (or forward, since I don’t know if I’ve posted it yet) [...]

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Tough legal job market is now just plain ugly for some

28 May 2010

I’ve written before about the growing inconsistency between the actual job market for lawyers and the jobs that law schools tell prospective students about. Here’s a recent Above the Law post on a job that really doesn’t appear all that worthwhile, really. This is a downgrade from the $12 job they link to at the [...]

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Is branding a 1st Amendment right?

25 May 2010

This interesting Neuromarketing post on a proposed Australian law to eviscerate the branding value of cigarette packaging is a doozy. Separate from the inherent interest in the notion that the pack may be far more powerful than the cigarette (and I like both Why We Buy and Call of the Mall by Paco Underhill as [...]

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