RT @AlleyWatch Structuring Your Financing as the Purchase and Sale of Convertible Notes: http://t.co/wiVCIK3LS3 #startups #hl74

“Generally, if the company and investors can agree on the pre-money valuation and therefore the price per share, there is no reason not to do an equity financing. You should be able to get through the other terms; valuation is often the most difficult term to negotiate. Convertible notes can be very useful when there is great disagreement between the company and the investors over the pre-money valuation of the company. It allows the company and investors to bridge the valuation gap. The valuation is not set, and so the company and the investors can still do a deal.”


A recent client inquiry caused me to read again this excerpt from a decision of the United States Court of Appeals for the First Circuit:

llbeandrake“Our reluctance to apply the anti-dilution statute (Maine trademark law) to the instant case also stems from a recognition of the vital importance of parody. Although, as we have noted, parody is often offensive, it is nevertheless “deserving of substantial freedom — both as entertainment and as a form of social and literary criticism.” Berlin v. E.C. Publications, Inc., 329 F.2d 541 (2d Cir.), cert. denied, 379 U.S. 822, 85 S.Ct. 46, 13 L.Ed.2d 33 (1964). Accord Fisher v. Dees, 794 F.2d 432, 437-38 (9th Cir.1986)(“`Destructive’ parodies play an important role in social and literary criticism and thus merit protection even though they may discourage or discredit an original author.”);Pring v. Penthouse International, Ltd., 695 F.2d 438 (10th Cir.1982), cert. denied, 462 U.S. 1132, 103 S.Ct. 3112, 77 L.Ed.2d 1367 (1983) (defendants’ bawdy “spoof” and “ridicule” of Miss America pageant entitled to full range of first amendment protection); Groucho Marx Productions v. Day and Night Co., 689 F.2d 317, 319 n. 2 (2d Cir.1982) (noting “the broad scope permitted parody in first First Amendment law.”); Elsmere Music v. National Broadcasting Co., 623 F.2d 252, 253 (2d Cir.1980)(“in today’s world of unrelieved solemnity, copyright law should be hospitable to the humor of parody….”). It would be anomalous to diminish the protection afforded parody solely because a parodist chooses a famous trade name, rather than a famous personality, author or creative work, as its object.[5]”

L.L. BEAN, INC. v. DRAKE PUBLISHERS, INC., 811 F.2d 26 (1987) (1st. Cir 1987)


From a op-ed today in the New York Times:

“”Did anyone in the White House or the N.S.A or the C.I.A. consider flying to Hong Kong and treating Mr. Snowden like a human being, offering him a chance to testify before Congress and a fair trial? Maybe he would have gone with President Vladimir V. Putin anyway, but at least he would have had another option.”

Information and knowledge will always seek its own distribution. That is how the machine works. All should consider reading again “Zen and the Art of Motorcycle Maintenance.”



    Regis Tech Accelerator to Launch Inaugural Summer Academy in June

I am Regis Class of XX. The Number One Jesuit high school in the nation, located on the Upper East Side of New York City.

This summer, the Regis Tech Accelerator (RTA), an alumni affinity group at Regis, will launch its inaugural 6-week Summer Academy from June 17 through August 1. The program will be hosted at Regis High School.

The RTA, founded this past winter, primarily functions as a forum for Regis alumni to discuss tech-facilitated entrepreneurship. The newly developed Summer Academy is designed to serve as an outlet for those entrepreneurs to cultivate their business concepts. This year, the Summer Academy will provide as many as 6 start-up companies rent-free access to office space, technology resources and mentors through designated classrooms at Regis. Participants will also host a “Demo Day” at the conclusion of the program.
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“The Securities and Exchange Commission is making way for a number of startups and online investment platforms to enable startups to crowdsource investment. Early last week, Y Combinator-backed FundersClub received notice from the SEC that the agency would not pursue action against its crowdfunding platform. But it wasn’t alone: a few days later, AngelList received a similar letter from the SEC.”


The introduction of idiosyncratic crowd sourced funding platforms will give more startups access to qualified funding and also raise more interesting structure issues for startup attorneys.



The gladiators hung up their swords and chains over two centuries ago. While the 60 second pitch might be convenience for the Attention Deficit Disorders of venture capitalists and angel investors, it hardly ever favors the entrepreneur. Here is a link to a match.com like set of 60 second pitches in Philadelphia this wee, the eponymously titled “60 Second Pitch Project.”



A little over two years ago, venture capitalist extraordinaire Fred Wilson posted “A Challenge to Startup Lawyers (not attorneys)” vehemently complaining about a $17,000 legal bill for a small first round financing involving angels and a few venture capitalists.
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“. Vague claims, product life cycles shorter than the PTO review process, trolls and general uncertainty threaten to stifle app industry innovation and growth.”
Nationwide summit with a New York discussion to take place on May 22, 2013. Free registration HERE.


RocketMatter is a successful online billing and contact management solution for small and medium law firms. It is well regarded in the legal community. It tweets and I am sure it found its way to SXSW.

I watched the fun video above this morning for the first time and then immediately returned to my paper copy of the NYTimes to reread this weekend’s “Imprisoned By Innovation” Op-Ed by Evgeny Morozov.

Morozow writes: “Smart technologies are not just disruptive; they can also preserve the status quo. Revolutionary in theory, they are often reactionary in practice.”

Those who know me already realize where this is going. Why do I need to integrate my Google calendar into my billing system? So I can charge somebody on a time elapsed basis for every single waking moment in my life? RocketMatter provides no gateways to knowledge, information, facts, law, or life.

Morozow writes about a London transport gamification app named “Chromaroma:, a transit smart card linked idea that awards points for checking in. Is it the breakthrough in transportation London has been looking for: ““Actually, the makeover London commuting has been waiting for is a more reliable service, with Tube lines that don’t close every weekend and trains that can hold more than 17 people.”

We legal veterans are still looking for disruption in the legal profession. It will not be obtained by slick billing and CRM applications, nor by Venture Capitalists handing out free legal forms to 24 year olds.