Entrepreneur Stories – Startup Open Mic Night: ENET meeting, June 16, 2015
A week from tonight, on Tuesday June 16, 2015 at 6pm, The Entrepreneurs’ Network (ENET) will hold a meeting on this subject at the group’s Cambridge location: Microsoft Technology Center, One Cambridge Center GENERAL ENTRANCE is on Main Street, Cambridge, across from the Kendall Square Post Office.
Pitch your startup to a friendly audience and get feedback from experts. Win prizes. You get 90 seconds. Only catch? NO decks. Hone your message – while “flying without a deck.
I had spoken at an earlier ENET Open Mic Night that offered more time and allowed me to offer two stories from my work representing executives and small companies …
- Biotech COO – Employment Negotiation
The first story I told was from the employment field representing a biotech COO negotiating his employment agreement relocating to the DC area. In that story, I worked hard to negotiate the employment agreement over a number of weeks, securing a good potential severance package, favorable terms on relocation allowing temporary housing as long as needed, key requirements on initiatives the company had to take, favorable equity terms, and even a provision for the company to pay most of my legal fees. Over the course of negotiations my client developed great rapport with the CEO he would work for, a key reason he was taking the job.
The week after he accepted the position and reported to duty, the CEO was fired and replaced with a “cowboy” who wanted to bring in his own team. My client had a very difficult next two years. Yet, his lifeline was that contract. It was so strong and in his favor including key terms for its enforcement that the company couldn’t wiggle out – when he left he obtained the severance he desired and landed well on his feet.
Moral of the story – As good as relationships are, things can change – make sure you have a good contract. That can sometimes be our only lifeline.
- Small Tech Company – M&A Negotiations
The second story, was from my work representing small companies, where a small Massachusetts technology company sought to acquire a Connecticut company in the same and related fields. Representing the purchaser, I drafted an agreement that provided all the key warranties of product quality, customers, inventories, financial statements, assets, regulatory affairs, litigation, environmental and other liabilities. I had the key protections we would want for survival of warranties, indemnification and hold back of a portion of purchase price to assure payment of the indemnity. The price had been mutually agreed and executive retention was handled elsewhere so there was no earn-out. but strange things began to happen. My client made a number of trips to Connecticut and telegraphed his strong desire to close the deal and each time the seller came back with changes to the contract. First was a weakening of warranties, then a shortening or survival of warranties and finally a drastic limitation of the ceiling for indemnification, so that it covered less than 15% of purchase price unsecured. All the while the seller was not forthcoming and allowed big gaps to occur in its disclosure, despite our efforts at due diligence.
I warned the client that these terms verged on being an as-is where is acquisition, bad terms for the buyer. But on a divided vote the Board voted to go forward and to do so even if due diligence was not completed. I did all I could and we closed. And sure enough, there proved to be numerous and considerable liabilities which far exceeded the indemnification ceiling.
Yet the moral of the story here is different – As important as the contract is, I advise the client on legal but the client decides – we don’t let the legal tail wag the business dog. Because of the liabilities, this acquisition ended up costing the client an additional 25% above the amount paid at closing. Yet, of the acquisitions I had done for this client, this one, with the worst legal terms was the best business-wise and financially most profitable. This was an excellent product and management team fit and this target company was well situated in a target market so the acquisition also enabled my client to enter into a market for which it had no prior experience and yet yearned to enter. The synergy was so good for my client the extra cost was well worth it.
If time is available, I would hope to tell another story next Tuesday night.
Hope you can join us and tell your company and entrepreneur story 🙂 Pizza will be served.
For more information on, or to register for, this June 16, 2015 ENET event a week from tonight, go to http://boston-enet.org/meetings/startup-open-mic-night
Hopefully, this event will be helpful to founders, entrepreneurs wand would-be entrepreneurs for the small and early stage companies I represent. Hope to see you at our ENET meeting at MTC in Cambridge, a week from tonight!
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I remain active in ENET, a Waltham and Cambridge based group that aids entrepreneurs, small and early stage companies, and people who invest or work in those companies. I have been on the ENET Board since 2002, and served as Chairman since 2009, just re-elected in May to my fourth 2-year term as ENET Chair.
During the now ending 2014 – 2015 ENET program year, I have organized and moderated three ENET meetings.
- April 21, 2015 – Building and Using Board of Directors and Boards of Advisors , that featured Jack Derby, Jean Hammond and Travis Conners (substitute for Jay Habegger who was called away on a family matter). To see my write up and slides from our speakers for that evening, go to http://www.boston-enet.org/meetings/building-using-boards-directors-advisors
- February 3, 2015 – Founder Agreements and Stock Vesting – Building a Team, Protecting yourself, Managing expectations, , that featured Kartik Shah, Gail Hoffman, and me as third speaker (to substitute for Harry Glorikian who was called away for last minute Board meeting), with my co-organizer Stacey Arbetter as moderator. To see my writeup, Kartik’s and my slides go to http://www.boston-enet.org/meetings/founder-agreements-stock-vesting-building-team-protecting-yourself-managing-expectations
- September 2, 2014 – “Entrepreneur Success Stories”, which featured successful entrepreneurs from different fields – high tech, consumer and life sciences. The three presentations for this 2014-2015 kickoff meeting were taped and you can view the tapes if you wish on the links below.
- ENET Video #1 (High Tech): Achieving success over the long term as a high tech startup via bootstrapping, funding and successful exit.
LINK: http://youtu.be/mBBQ3hAnPRI (17 minutes)
- ENET Video #2 (Consumer): Serial Entrepreneur speaks about achieving the right culture for financial and personal success in startups led by Women CEOs
LINK: http://www.youtube.com/watch?v=w_pSimCgHKg&feature=youtu.be (16 minutes)
- ENET Video #3 (Life Sciences): Scientist, Inventor, VC and Serial entrepreneur (all in one person!) speaks on “building the concerto” – all the key pieces you need to fit together to build a successful life sciences startup
LINK: http://www.youtube.com/watch?v=IP1bf9Fx6-A&feature=youtu.be (22 minutes)
For more information on the event and speaker bio’s for this Sept. 2, 2014 ENET Kickoff meeting, go to http://www.boston-enet.org/meetings/entrepreneur-success-stories-0 or www.boston-enet.org My legal assistant John Papale also served as a co-organizer for this September 2014 ENET meeting
Additionally, in prior years, I’ve moderated and/or spoken at a number of ENET panel presentations, including presentations on the following subjects:
- “Raising Money from CrowdFunding” , May 2014 (moderator),
- ““Co-Founders and Core Team – finding them, protecting yourself, managing expectations”. February 2014 (moderator & speaker)
- “Ready, Set, Launch. Knowing when you’re ready & How to start a company” , September 2013 (moderator),
- “Online Finance and Crowd Funding” , April 2013 (moderator),
- “Bootstrapping 101: Alternative Ways to fund a Startup without an Angel or VC”, November 2012 (moderator)
- “Seed and Angel Financing” , October 2012 (moderator),
- “Getting Stuff for Free”, April 2012 (moderator),
- “Transforming Your Idea into a Successful Company”, September 2011 (speaker and moderator),
- “Get Going! Launching a Successful Business”, September 2010 (moderator),
- “Licensing Technology”, February 2010 (moderator),
- How to Select and Retain Management for your Startup Company”, February 8, 2008 (speaker and moderator)
- “Getting Initial Money to go from Nothing to Something”, October 2007 (speaker and moderator)
- “Strategic Alliances and Partnerships: to build, finance, and develop early stage companies”, November 2006 (speaker and moderator)
- “Building Boards of Advisors and Boards of Directors”, March 2006 (moderator)
- “Protecting Your Intellectual Property”, January 2006 (speaker)
For each of the above presentations, my slides and those of the other speakers on my panel are also available at the ENET web site at this link – http://www.boston-enet.org/meetings/meeting-archives . I hope this information is helpful to you in your business. Again, if you would like more information on our group, go to www.boston-enet.org