It's been a busy spring and summer here at Hawley Legal Resources.  We've been fortunate to have the help of a summer associate to keep up with the influx of clients, and expanded our representation into the music industry.  On a personal note, I also married to my law school sweetheart and took a refreshing honeymoon to Bermuda in June. 

I did this right when all the business media was fawning over several major CEOs who "unplug" or eschew electronic and work communications during vacations.  In contrast, think of the so-called average entrepreneur or business owner -- are you glued to your Blackberry?  Do you check emails in between courses at fancy restaurants?  Are you ever really "off the clock?"

As a small business owner myself, I definitely had the feeling that I was "on" all the time.  Whether it was the always-welcome all-hours calls from nervous clients before a deal closed or trying to balance HootSuite with the bridal registry and thank you card manager, I was definitely burning the candle at every available end leading up to the wedding. 

While away, I was happy every day with my decision to leave all my tech in the States and delegate office management to an assistant.  It was worth every missed facebook status, every untweeted tweet, and certainly every phone call from an 888 area code. 

When I returned, I'm finding I triage my time a bit better.  There are "vitally important" communications and there are things that can wait until after 5 for a more thoughtful response.  I'm also reducing the number of times I log in on weekends.  It's still nervewracking to feel like I might be missing opportunities for new business, but realistically, I get the messages first-thing Monday morning, when I'm prepared to make the best of the opportunity, rather than when I'm trying to also eat ice cream or carry a beach chair. 

What about in your business?  Are you too important to the survival of your business to take time off?  Are you insecure?  Or are you just avoiding having fun because you don't think you've "earned" the time off yet?  Remember, if you had a salaried job, you'd have a fixed number of days a year for which you'd be paid to NOT WORK.  Can you unplug?
 
 
Sometimes, you just have to START.  Whether it's your blog, your business, your career change, or your day, a journey of a thousand miles begins with a single step.  Take that step.

As often as some of my clients (or their predecessors in interest) may have plunged headlong into something they may not have been prepared for, I much more often find myself encouraging action rather than discouraging it.  There is a fine balance between testing the waters and waiting until everything is perfect before taking a dip. 

"Perfect" doesn't happen.  Ever.  You will look back on the first days and years of your startup and cringe.  You will consider writing a book about how one epic, poor, pivotal decision blew up a good deal, or how you didn't listen to your gut, or how you DID and your gut let you down.  You might even fail.  And you will learn.  You will survive.  You will try again, or change directions entirely. 

It's OK. 

I can't promise you that trying is enough to succeed.  In fact, no one can guarantee you anything; not a business partner, not a venture capitalist, not a federal regulator interviewing you about how your business model might not follow the rules, nobody.  But just as clearly, life is finite.  We get so many breaths here on earth to use as we choose, and today is your day.

What are you waiting for?
 
 
Today I gave a presentation on Intellectual Property Basics to a team of accountants.  The practice has noticed an uptick in small business and startup clients, and they reached out to me to fill in some of the blanks about what makes the various types of IP valuable and best practices to protect said IP so that they have good answers when these clients look to them for advice.

Naturally, there are a variety of occasions when a patent attorney is the best resource for making decisions about an IP portfolio, but I appreciated the opportunity to share what I do for my clients and learn more about what they do for theirs.  It turns out that we often serve the same types of entrepreneurs and small businesses, and so in the future we may collaborate. 

You know the power of networking.  You can't have success in business without a solid network of referral sources, mentors, and sounding boards to serve as a launch pad for your own career (and it's best when you play those roles for others, as well).  As you start a new business, consider beginning a network of professional service providers such as accountants and attorneys.  You probably don't need to hire all of them right away, but start scouting for your team while you are still in the minors, then when you want to go Major League, you have gotten to know the capacity and value of those service providers you will rely on. 

Start off by finding one person you trust with sharing you ideas.  It doesn't need to be someone you will ever hire -- it could be a friend, former professor, or even your real estate agent.  After introducing your idea, ask specifically if they know someone who can do X.  Ask for the referral.  For the most part, people are happy to help their friends by introducing new potential clients, and the more people you can recruit to recommend resources, the more resources you have to choose from. 

I'll be the first one to tell you that you don't need me.  Any honest professional should do so.  But just because you don't need me NOW doesn't mean I can't be a resource in the future.  Build your dream team before you need them, and they will be ready when you call. 
 
 
Recently, we blogged about a case where a judge ordered a disgruntled customer to remove her colorful Yelp and Angie's List reviews about a contractor's services pending a decision on the defamation claims by the contractor.

The Supreme Court of Virginia just backpedaled substantially, vacating the injunction as premature.  In Virginia, at least, speech must be adjudicated defamatory before it can be silenced.  

No word yet on whether the contractor is moving forward with his claims for defamation.  Stay tuned.  
 
 
The Wall Street Journal's Market Data Group joined forces with The Patent Board to rank major industry players by their IP impact on the market.  The most recent breakdown of consumer electronics companies, for example, has Sony taking the lead on a variety of metrics, despite the fact that Sony has experienced a near-40% drop in stock value year to date.  

Check out this new way to compare companies!   
 
 
Forbes reports that a portion of Eastman Kodak's intellectual property portfolio will be sold in bankruptcy proceedings for just over half a billion dollars.  The buyers are myriad -- Apple, Google, Samsung and Facebook are leading contenders.  And the deal is brokered by Intellectual Ventures, a non-practicing entity widely reviled as a patent troll.  

One wonders how the value of these patent monopolies will be diluted by divvying up these spoils among so many competitors.  One also wonders why all these companies are getting in bed with Intellectual Ventures, which adds greatly to its credibility and clout.  

Kodak's IP portfolio is deep and broad, as described by NY's Jewish Voice website.  Kodak even argued during bankruptcy proceedings that Apple owed it over $1 billion in patent royalties, so it remains to be seen whether this purchase will be set-off against any of those alleged backpayments.  

At one point, Kodak claimed its IP portfolio was worth as much as $2.6 billion.  The deal must still be approved by the bankruptcy court, but it's looking good -- loans were extended to Kodak on the condition that its IP portfolio was sold for more than $500m, and it just barely made it.  
 
 
I'm sorry, this is hilarious.  Kilpatrick Townsend & Stockton summarized a recent copyright dispute with a flair for the dramatic.  A musician had not paid his attorneys, and was ordered to transfer the rights to collect royalties to a receiver, which would apply royalties towards the legal bills.  Simple enough, right?  This works much like a lien on real property or a wage garnishment. 

The musician, however, disputed the court's ability to force him to transfer his copyrights, relying on a Cold War era provision that governments cannot seize copyrights from authors, presumably intending to prevent books from being banned in the case of...  what, I don't know.  The court did not find this persuasive and ordered the copyrights transferred to receivership. 

The important takeaways for you are that virtually any IP rights can be transferred, leveraged, sold, or commandeered (unless you're a Communist), and that you should pay your legal bills.

 
 
I don’t have any words to explain the massacre of December 14, 2012.  I won’t try.

I want to describe my town, because in light of a gutwrenching tragedy, it’s hard for the strangers who swoop in to report the news to suss out what makes us “us.”  I’m disappointed to see CT newscasters who seem shocked that we have “woods” behind Sandy Hook Elementary School.  The national news, I get it – they check the website and rely on the on-the-ground reporters.  The President?  In fairness, he mispronounces things all the time, so what’s the difference between Newtown and Newton, anyway?  But for those of you who give a damn, this is what makes Newtown home to me.

Newtown is my lifelong home.  I was born in Danbury hospital and spent my first few years in a tiny house near Yogananda Street in Sandy Hook.  Yogananda Street used to be a dirt road to some cow fields.  I would walk with my parents and dogs through the meadows, finding brightly-colored spent shotgun shells in the grass long after hunting season was over.  We moved across town when I was four, and the cow fields grew into a sprawling subdivision.

Newtown has been described as “idyllic,” “sleepy,” “rural,” and “quiet.”  Sure it is.  But it’s also huge, vibrant, and full of life.  Founded in the early 1700s, Newtown today has just over 27,000 residents in less than 9,000 households (that’s a lot of kids).  We are spread over 60 square miles.

60 square miles!  That’s a big town!  In fact, it’s the 2nd largest by acreage in the whole state of Connecticut.  We live here because we love trees and grass and sky.  We like having a little space between us, but we love our neighbors.  You can drive for 30 minutes in a (relatively) straight line and still be in our town.  We have 3 dedicated exits off of Interstate 84, and we’re an hour drive from Hartford, Stamford, and New Haven with ready access to Metro North trains to New York City. 

We are an uneventful middle class community, full of hardworking people.  Doctors and lawyers and financial advisors work here, elsewhere in CT, and in New York City.  We have farmers, truck drivers, and factory workers.  We have hairdressers, shopkeepers, and restauranteurs.  We have local small businesses and national headquarters. 

We have an anachronistic but charming giant iron flagpole smack dab in the middle of Main Street and the intersection with Church Hill Road.  It’s 100 feet tall and, in one incarnation or another, has been at that intersection for over 130 years.  It’s iconic and hard to drive around.  But it’s breathtaking at sunset. 

We have a two-dollar movie house inside the old Town Hall, where we can watch second-run Hollywood films at 7 and 9pm.  On weeks of school holidays, they are sure to add a G-rated matinee for the kids.  The board game SCRABBLE was invented here.  We have a “Washington Slept Here” memorial and a 9-11 memorial.  Every December, we have a communal Christmas tree lighting in the grassy 20-acre Ram’s Pasture preserve in the middle of town. 

Our firefighters and EMTs are all volunteers, supported by community donations.  Our police officers are top-notch, as far as I know.  The DARE Officer who was assigned to the Middle School when I was attending is now the Chief of Police.  (Luckily, I don’t see him much!)

It’s a town for families, a bedroom community where one or both parents work and the kids are busy with extracurriculars.  We have an organic farmer’s market in the summer, and several outstanding farm-to-table ice cream venues.  We still have hayfields and a few dairy farms.  Horses are popular – both in commercial stables and backyards.  People let their dogs roam off leash.  Some people don’t lock their front doors.  Installing a few speedbumps on a major “cut-through” from the highway caused a scandal. 

We don’t have apartments or “multi-family” homes beyond the standard in-law apartment in a basement or over a garage.  We have a few condominium complexes for residents over age 55, but it’s largely single-family homes on grassy lawns or tucked in woodlands.  We also don’t have “drive thru” food stores like McDonald’s.  We have a Dunkin’ Donuts and a Starbucks, but their signs have to comply with strict size and lighting rules. 

It’s hilarious to me when newscasters describe our town as “rural.”  We are next-door to Bridgewater and Roxbury in Litchfield County, where working farms are the predominant use of land.  Even our neighbors to the south and east like Oxford and Bethany have much more open space and undeveloped land.  Having seen the town expand from a populations of 10,000 or so when I was a child to nearly 30,000 in my lifetime, I feel a little bit crowded.  New businesses surprise me.  Old businesses closing sadden me, even as they’re replaced with a new gym, day care, or frozen yogurt shop. 

Our schools are excellent.  When I was in high school, Newtown High School earned a Blue Ribbon School designation, ranking top in the nation.  Our schools have outstanding theatre and music programs, and high-achieving athletic programs.  It’s a classic “American Dream” kind of town.

Sure, we have a few bad apples.  Someone I went through school with was busted for dealing heroin in a nearby city after he dropped out.  Sometimes people have domestic disputes.  Once, we had a spate of nonviolent bank robberies. 

I am Facebook friends with dozens of my classmates from elementary and high school (I went to Hawley School for elementary school), but it struck me that I’m one of the few remaining residents.  It’s not a hopping place for a single thirty-something.  Most of the restaurants close their kitchens at 9pm and many popular spots are closed on Sundays.  Like our neighboring towns, we got creamed by Hurricanes Irene and Sandy in 2011 and 2012. 

I grew up here my whole life, moving back after college and later law school.  Now, as an intellectual property attorney, I’m building my law practice here.  I also sit on the Economic Development Commission and am active in local politics.  Newtown is my home.  And it’s not spelled “Newton.” 
 

 
 
The New York Times Dealbook outlined a sea change in Silicon Valley.  First, the dot-coms were like pin-up dolls to be coveted.  Then the social media platforms and games skyrocketed to the fore, like college co-eds suddenly available.  Now, with broken hearts and tattered wallets, the stars of Silicon Valley are turning to much more practical partners:  big-data analytics, IT security, and cloud storage.  Not sexy, perhaps, but sensible.  
 
 
Mark Suster runs a blog as an entrepreneur-turned-VC and has provided this necessary, essential, and no-holds-barred  outline of how the math of dividing up equity stakes in a venture actually works.  

Mr. Suster provides extensive details and additional links, but in summary, entrepreneurs MUST take the time to learn about all the ways equity and options can be divided and triggered.  You cannot afford to be uneducated if you are signing your rights away.  If you don't understand the VC's term sheet, ask.  If they won't explain, get an attorney who has done this before to go to the negotiations with you.

The rule of thumb about selling your company is as follows:  you will sell one company at a time, maybe one in your lifetime, maybe ten.  The people investing or buying your company do this every day.  They buy and invest in companies professionally.  They will bring an A-Team of accountants and attorneys to make sure they get the best deal because that's how they make money.  Don't be intimidated, just step up your game.