Huge Legal Costs Startups Have the Power to Avoid

Confusion is Costly.  Confusion quickly erodes your business, key relationships, and solid legal foundation.

By definition confusion means: disorder, lack of clarity, and chaos.  It's synonymous with distraction, mess and turbulence.  None of these things make business more efficient.

The law allows you to eliminate confusion in your business by written contract.  It rewards those who make the effort and who follow through.

Effort:

  1. Make things clear in written agreements.
  2. Reject agreements you don't understand completely.

Clear Written Agreements

  • You need a founder agreement or company agreement that details essential aspects of your business relationship.  The law does not define this for you.
  • Confusion also commonly arises with expectations concerning intellectual property, trade secrets, nondisclosure, proprietary and confidential information, and duties of loyalty.  The law does not spell this out for you.
  • Use negotiations to learn about who you’re doing business with, especially your partners, investors, friends, contractors, and customers.  This information is most valuable on the front end.  Let them tell you who they are and listen to what they say. 
  • Later is too late.  People’s memory typically serves themselves.  We also typically forget things that don't help us in the current moment.  Documentation refreshes memories, and communicate the intentions before memories were muddled.

Agreements You Understand

  • There are few things worse than learning your agreement doesn’t say what you thought it said, or it doesn’t provide the protection you expected.
  • Beware of Internet Forms (more information noted here).  You need to fully understand your options and the context of how the options may affect your business specifically.
  • Don’t sign documents drafted by someone who does not represent you.  HINT:  Your <partner's, investor's, customer's> attorney doesn't draft with your interests mind.  You need someone to review the documents on your behalf.
  • When you’re ready for legal advice, choose an expert.  Attorneys focused on a specific practice tend to be more efficient and you specifically benefit from their experience with other businesses and within your industry.  The generalist, the litigator or the freebie can turnout to be very costly.  
  • Know your drafter and understand your options before you sign.

Rarely do two people feel the same way about “standard terms.”  While it's true that topically, there are general formulas to legal agreements, there really aren't plain jane "standard terms."  Within each topics the choices you can make are endless, and vary based on your risk threshold and what is standard within your industry.  Your agreement guides how and to what degree your business relationship is protected so give effort to and be rewarded by understanding this and developing your "standards." 

Follow Through

SIGN YOUR AGREEMENTS!

More often than you’d think, people do the work to create the agreements but never sign them.  Even after deploying them via Docusign and sending multiple reminders, some people fail to sign important legal instruments.  This is terrible for your business.  

After contracts are created, people don’t usually go back to them until there’s a problem.  If you dust off your agreement and realize it’s unsigned, you don't have an agreement, and the problem likely just got a lot more expensive.

Cleaning up a mess is exponentially more expensive than getting it right on the front end.  Don't give up the power to control it.

Success, Growth & Workforce Vitality

We took election week off to pause and listen to the outcome.  One purpose of this blog is to reflect upon thoughtful business development and contribute to wise decision making for thriving organizations and the people whose energy builds them.  One message is loud and clear:  The working class needs better jobs and better conditions.  Private enterprise has the power and opportunity to offer a meaningful response.  So today we move forward in discussing legal means to support good leaders and business practices.

Stage 3:  Success

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Setting the Stage for High Growth & Vital Workforce

In the third stage of business you have customers and returning customers, and you have a good sense for your market viability.  Entrepreneurs face the challenges of dividing time and attention between important demands–managing increasing levels of revenue, attending to customers, dealing with the competition, accommodating an expanding workforce, etc.  At this stage it’s common for an executive, often the CFO, to do all of the day-to-day contract negotiations. 

Now that your business is firmly established within the industry, you might be thinking about broadening your horizons with expanded offerings and entry into new geographies.  It will be essential to consider how to develop incentives to attract and retain key employees and new talent.

As your business grows, founders will face a strategic choice, which may be influenced by investors, about whether to exploit the company’s accomplishments and expand or keep the company stable and profitable.  A key issue may be whether to use the company as a platform for growth or as a means of support for the owners as they completely or partially disengage from the company.  Behind the disengagement might be a founder’s desire to start up new enterprise, or simply to pursue hobbies and other outside interests while maintaining the business more or less in the status quo. 

A change in leadership or ownership will have a significant impact on the business so it’s important that the company vision, purpose, constraints and imperatives be clearly defined within the organizational systems, policies and risk management procedures.  The conversations need to held regularly and intentionally or the information may be missed.  It’s also time to get clear on the vulnerabilities and liabilities from the legal perspective.  To get a clear understanding of your assets, we need to understand to what degree they are protected.  Bear in mind, your workforce may be your most valuable asset.

Checklist for Success:

  • Do you have clear agreements with cofounders and partners?  Are they helping you navigate business decisions?
  • How are you addressing change and facing conflict?
  • Do you have meaningful employment policies in place that reflect your company’s vision, values and purpose?
  • Have you adopted a “standard form contract” in favor of your company?
  • Does your contract negotiation process help you learn more about your business collaborator and create clear agreements?  Is your contract useful?
  • Have you maintained good records of your stock purchase agreements and shareholder register?
  • Are you paying attention to taxable events, and in good communication with a tax advisor you trust?
  • Do you have an employee retention policy and plan?

Some businesses have not had consistent legal advice up to this stage.  Some businesses have a standard issue legal framework that did not really involve developing their own set of business values and purposes.  As you begin to zoom out from the tedium of starting your business, it’s critical to create space to zoom out and tailor your legal strategy and framework to your unique business personality.  All of these things affect the climate and communication of your business.  You can actively develop culture of your business or it will develop on its own, unconsciously. 

You’ll also need to be sure your risk mitigation plans and books and records in order.  Businesses that are intentional in developing and implementing company and employee policies will be prepared for successful growth and expansion in the next stage.

 

A word about founder exits:

One reason businesses fail is legal disputes between founders.  In my experience, partners often cross ways with respect to how much time commitment is expected of the cofounder, who owns what percentage, who owes what investment of cash or other assets, whether key decisions require unanimous vote, how a sale of the business will be decided, priorities and values.  The list goes on.  It’s essential to have a clear written agreement between founders regardless of how close the friendship is when you enter the business.  Litigation can tank a just-viable business.  It distracts the business owners, is costly, and alienates employees and customers.  In your foundational documents there should be operative provisions that delegate how founders voluntarily leave the business, and how disputes are resolved.

Next week our discussion will continue with the expansion stage of business.  Please do reach out if this post raises any questions or personal experiences.  We’d love to learn more about what's going on for you.

Improving Survival with Solid Legal Framework

The first stages of your business challenge your business acumen and your stamina.  Many new businesses will fail due to fractures in the team, market problems, and cash flow zero. Last week we discussed common startup scenarios and DIY Internet tools.  Our focus today is to help you see yourself transitioning successfully to the next stage, and prepare you for what’s ahead. 

Stage 2:  Survival

Product & Market Fit

As you gain confidence in your business as a workable entity, you will be consistently generating income and customers.  Your muscles for flexibility and adaptability are growing, and you will shift your focus from mere existence to widening the gap between revenues and expenses. 

Many businesses stay in Survival Phase for a while.  Here you will learn whether your business will earn marginal returns and eventually go out of business, whether you or your partners want to stay or give up (and whether you agree on this decision), or whether this business is successful enough to move forward with some level of founder disengagement. 

Several key legal aspects will support or delay your success.  In the first five years of business the law will influence many key business decisions.  The order and the consequences are vastly different depending on the kind of business you’re in. If you’ve made it to the second stage of your business without choosing a lawyer to turn to for day-to-day questions, it’s time to make this a priority. 

Checklist for Survival:

  • Do you understand the city, state or federal government laws that affect your business or industry?
  • Have you made or been asked to make a personal guarantee to a business creditor or bank?
  • Are you drafting or negotiating your business contracts?
  • Has your business protected its confidential information or intellectual property?
  • Do you have a board of directors you must answer to?  What surprises you?
  • What have you learned about your customers?  Any tensions exist? 
  • Are you going to lease commercial real estate?  What do you know about your landlord?

In my law practice I work with early stage businesses when the client’s needs are a good match for my skills and experiences. Some young businesses begin with 15 – 20 hours of work in the first year.  The more I learn about the business owners and operations, especially early on, the better I can serve them and with more efficiency.  Each client’s unique culture affects their business and legal decisions, and will lend to the coherence or lack of coherence in their relational threads.

If you did not engage a lawyer in the first phase or it’s been more than two years since your previous business assessment, or you aren’t confident in the legal advice you’ve received, it’s time to set up a one-hour meeting with a qualified lawyer.  Focus your meeting on:

  1. Reviewing your legal framework to be sure it matches your business;
  2. Identifying and understanding any legal vulnerabilities that may prevent your business from succeeding;
  3. Understanding essential terms of business contacts with third parties (insurers, employees, contractors, vendors, designers, etc);
  4. Understanding what risk allocation is common within your industry;
  5. Planning for strategic and smooth growth in your workforce;
  6. Discussing the questions / worst-case scenarios that keep you up at night;
  7. Ensuring your business is resourced with a team of good advisers, like a CPA, insurer, or specialized legal counsel, and that your advisers communicate with each other;
  8. Controlling legal costs.

The next stage of business will be chaotic and more costly if you go in without finding the right lawyer.  You’ll be in a much better position for successful high growth if you have engaged a knowledgeable lawyer who you like and trust.  The subjective elements to this are important.  Ask yourself if you like the lawyer.  If necessary, interview more than one lawyer.  I always get several opinions before making a big decision about my healthcare. 

I hear endless stories from litigation attorneys about the troubles of unprepared clients.  The financial impact is devastating for many.  A little planning goes a long way.  Stay ahead of the curve by knowing where you’ll turn for legal advice as your business grows and legal priorities rise to the surface, and by doing it before problems get out of hand.   

Next week we'll look at what to expect as your business moves into high growth.  If you have any questions or comments, please reach out.

Legal Existence for Young Businesses

Over the next few weeks I will run through the stages of a business and comment on aspects of corporate law that often impact businesses in certain stages.  As your business grows and develops, so do business aims, legal objectives, priorities and strategies.  Each post in this series defines a business stage and offers a checklist for common legal developments.

This analysis also helps me understand the nuances of your business, which are the drivers impacting any legal solution we create for you. 

Stage 1: Existence

Searching for Problem-Solution Fit

From the moment you make the decision to set up a business, you’re in the “business lifecycle.”  It begins with an idea and a decision to take action.  Sometimes this includes formally engaging a business partner or partners or quitting a full time job.  The question often on your mind is whether the business idea is viable.  If your business solves a problem, will people pay money for your solution?  Is there enough cash to make it through the start-up phase?

Sometimes you have a business plan, but generally systems and formal planning are pretty minimal or don’t exist at all.  After all, the business owner is the business and is doing all of the important tasks.  During this phase there is a lot of uncertainty.  The priority is getting the business to the next stage.  And many businesses don't. 

In this early phase we see a lot of business owners interested in “lean lawyering.” Sometimes lean lawyering looks like using an online document preparation service with minimal or no actual contact with a lawyer.  It can be filing your own formation paperwork with the Secretary of State and not preparing an operating agreement.  It can be relying on advice from a family member or friend who does not charge you fees, or picking a lawyer’s brain informally at a happy hour or other networking event.  

Checklist for Existence with Lean Lawyering:

  • Is your business owned by more than one person?
  • Are you confused about any of the language in the documents you downloaded or bought online?  Did you explore your options before choosing that language?
  • Does your business operate in a new or highly regulated area (healthcare, education, transportation, agriculture, import/export, ammunitions, cannabis)?
  • Will your business benefit from a special qualification like Women-Owned Business Enterprise, Disabled Veteran Owned Business Enterprise, Minority Owned Business Enterprise?

While I’ve seen documents prepared by LegalZoom create a lot of confusion and expensive litigation, I let my clients know if there is a good do-it-yourself solution. For example, clerky.com has proved useful and cost-effective for certain clients who need a Delaware C Corp, VC investor vehicle.  It’s my first priority to provide value to clients.

Something to understand about online document services is that they are not allowed to give actual legal advice.  States have started issuing licenses to non-lawyers, sometimes called Legal Document Assistants or Limited License Legal Technicians.  The legal industry is trying to find the best way to improve access to legal information and use technology, especially to serve people who are impoverished.  The question alive right now is whether these services are causing benefit or creating more harm, because there are a lot of wrong fits and misunderstandings arising from these tools.

If you answered “Yes” to any of the checklist questions, you will benefit from a one-hour discussion with an experienced corporate lawyer.  If you schedule a business assessment, it’s helpful to email the lawyer copies of your legal documents (contracts, too) and let the lawyer know what industry you're doing business in.  It’s common to pay for a one-hour assessment.  It’s supposed to be a working meeting, not a meet and greet.

An early stage business legal assessment should cover:

  1. Review of your existing legal documents;
  2. Discussion of key provisions or elements of your legal documents, and options for improvement;
  3. Identification of laws that are unique to your industry;
  4. How to avoid personal responsibility for business risks;
  5. How to keep legal costs down; and
  6. If you have a business partner, discussions should begin on founder exit strategies. 

Some business founders understand the value of having an attorney engaged from day one.  An early stage business assessment works similarly for these clients.

The next posts in this series will walk through Stage 2: Product Market Fit, Stage 3: Preparing for High Growth, Stage 4: Expansion, and Stage 5: Maturity and Owner Exits.

Do reach out if this posted raised any questions or you'd like to offer comments.

You May Be Surprised by Corporate History

Basic Corporate Law:  What it is, Where it Came From & How It’s Useful

Historical Note:  Begins with Public Benefit Corporations

In the US, business association originated as a privilege created by a special act of the legislature for a specific purpose to further public interest. 

The earliest charters were granted to insurance companies, commercial banks, canal, dock, and highway companies. These entitles were not exclusively profit seeking, but were quasi-public agencies.  Oftentimes corporations were “mixed enterprises” in which public funds were invested with private funds to facilitate the needed public advancement. 

Early corporations faced restrictions we don’t see today, like:

  1. The charter was for a limited period of time, typically twenty years;
  2. The charter was given for a single specific purpose, say to construct a toll road;
  3. The charter could be revoked if the corporation’s behavior violated public interests;
  4. Stockholders, directors, and officers of the corporation were personally responsible for the corporation’s obligations or transgressions; and
  5. A corporation could not buy or otherwise merge with another corporation.

By the end of the nineteenth century, corporations’ laws had evolved to respond to the needs of the economy and the business and financial worlds. For example, to continue private investment, investors needed to be ensured they would not be personally responsible for liabilities and debts of companies they did not personally manage.  Investors also needed corporations to be legally charged with financial accountability.  This holds true today, with some limitation. 

Corporate Law Transformation

Also on the rise, was corporate political action to have the original corporate charter constraints relaxed.  The US corporation developed into a design of facilitating common action, not restraining or prohibiting it.  In 1866, corporations became legal persons (Clara County v. Southern Pacific Railroad).  This has expanded significantly with super PACs and Citizens United.

It did not take long for unrestricted corporate enterprise to reveal circumstances that were not in harmony with public welfare, among them: exploiting labor, polluting the environment, concentrating wealth, bribery, exercising political influence with campaign finance.  More than 100 years later some argue these continue to diminish the public today.  In 1906 and 1910, we see Theodore Roosevelt take action to restrain corporate behavior with the Corporate Donations Abolition Act (political contributions), the Federal Corrupt Practices Act, and a host of anti-trust measures were enacted.  Much of this has eroded today, and the debates about corporate personhood continue.

Today's Corporate Law

Today we have 3 main bodies of corporations’ law, each offering something different to management and governance:

1)   Statutes

Statutes are written laws created by Federal, State, City, and County governments.  Sometimes they are referred to as laws, regulations, or code.  For the basis of corporate law I often look at the Texas Business Organizations Code, The Delaware General Corporation Law, and the Model Business Corporation Act. The applicable statute will depend on where the company is formed, and is a useful tool for any new organization.

2)   Court Rulings

The word of the courts is also called “common law.”  This is law that arises from interpretations of statutes, the constitution, and public policy.  Before forming an opinion about how certain laws apply to specific facts, I research the law or legal arguments made on the subject and apply the court’s reasoning to my client’s facts. I have a subscription to read published court opinions and search statutes. 

Court opinions can vary substantially based on the court’s history, and other kinds of bias.  We spend a lot of time in law school learning about how to apply to law to the nuances of a client’s facts.  When there is a dispute in front of the court, the lawyer for the other party puts as much research together that supports their interpretation of law and facts.  This is one reason there’s so much uncertainty with law.

Your Personal Private Law (#3)

Do you know about the power of creating your own private law? 

The law allows you to create your own law through contracts and systems of corporate governance.  The language you develop in your bylaws, your contracts, your policies and procedures, can become a tool for how your company does business.  A lot of people don’t understand this power.  But it’s true.

Unless it’s inherently against the law (like selling illegal drugs) or it’s harmful to the public in a way that creates a solid public policy argument (like unreasonable restraints on employees), the law allows you to create private agreements within your company and on behalf of your company.  So long as they are "legal," these agreements take precedent.  

Because they take precedent, it’s important to understand the agreements you make and that they are clear.  Because when your contracts are unclear, lawyers present legal research (see #2) in favor of their view of the facts, and then the courts must make an interpretation based exclusively on the language of your contract. 

One Simple Form Can Do Your Wrong

Another day I will share with you what I know about the fallacy of a “simple form.”  Here’s a hint:  your lawyer should never sell you a simple form, like the Internet does.  Your corporate lawyer’s role is, at the very least, to help you understand the choices in creating your private law, and then clearly documenting your private law. 

Later on I will also circle up with some interesting notes from the Statutes and the Court Rulings.

 

For Profit Social Purpose Organizations

Social Impact Organizations: Form and Function

Commonly referred to as Business with Social Purpose, Social Enterprise, Social Innovation, Business for Social Good, B Corp or Benefit Corporation

When clients ask me about any of the terms above, they are typically envisioning an organization using commercial strategies to address a public need or create a public benefit

Often these businesses hold corporate social responsibility as part of the core of their operation.  Wanting to avoid fundraising challenges associated with philanthropy and restrictions on tax exempt business activities, many don’t want to organize as a nonprofit.  Typically the business plan contemplates sustainable, income generating, and profit driven business activities, which will then fund social purpose activities in some respect.  TOMS shoes has inspired many of these plans.

In recent years, advocates have worked with state legislatures to create a new business organization, a legal vehicle for a social purpose organizations, to clarify questions of law, including:

1)            Is the sole purpose of business to generate shareholder profits?

2)            Can businesses legally build in a broader range of stakeholder interests (its employees, customers, investors, supply chain, the environment, communities)?

3)            Are there legal standards for corporate transparency?

4)            How can businesses legally be held accountable to multiple stakeholders?

5)            How can we legally protect social purpose businesses from un-likeminded corporate takeovers or changes in ownership?

These topics are trendy and sources of enormous entrepreneurial inspiration.  I see a range of missions and strategies tested in this new for profit space. Many are focused on human or environmental well-being. 

While a business with a social purpose can take any legal form, it’s common for founders to believe there is a way it must be done.  I wish it were that simple.  The choice often turns on the business plan, sources of capital, management, liability, tax, and other stakeholders.

Texas for profit social purpose organizations may choose to be a: 1) corporation, 2) limited liability company (the “LLC”), or 3) cooperative association.  And there are other variations of business organizations suitable for social purpose organizations under other state laws.

Social Purpose For Profit Corporation

In 2013, Texas added social purposes into its corporations statute, the Business Organizations Code, authorizing a conventional C Corp to include a “social purpose.” In Texas:

"Social purposes" means one or more purposes of a for-profit corporation that are specified in the corporation's certificate of formation and consist of promoting one or more positive impacts on society or the environment or of minimizing one or more adverse impacts of the corporation's activities on society or the environment.  Those impacts may include:
(A)      providing low-income or underserved individuals or communities with beneficial products or services;
(B)      promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
(C)      preserving the environment;
(D)      improving human health;
(E)      promoting the arts, sciences, or advancement of knowledge;
(F)       increasing the flow of capital to entities with a social purpose; and
(G)      conferring any particular benefit on society or the environment."

At the time of the legislative amendment, Texas did consider the the model language drafted and proposed by B Lab, but elected to modify the Texas Business Organizations Code to allow for social purpose organizations within the existing corporations framework.  Texas did not adopt the aspect of B Lab model language that requires the organization to be certified by B Lab.  

Texas social purpose corporations are accountable to their stated business purpose and its directors are entitled to consider the social purposes.  Texas social purpose corporations are not prevented from obtaining third party certifications, and could make an election to require it of themselves by embedding it in the corporation’s bylaws. 

Since this is a new law, founders of social purpose corporations and their lawyers will not have established legal precedent to rely on as legal questions arise. It will be many years, if not decades, for this to develop.  So it is currently unknown how Texas courts will address a stakeholder lawsuit against a founder.  This space of legal uncertainty is not unique to Texas.

Limited Liability Company ("LLC")

The LLC is another corporate form that allows for a social purpose to be built into the organization.  This can occur by private contract among the owners in the company's operating agreement.  

There are many factors to consider when selecting whether to organize as a corporation or an LLC.  An LLC is often chosen when there are just a few owners, or the founders are not seeking private equity investors.

Functionally, building a social purpose into the LLC would be similar to the for profit corporation.  The LLC could elect for a third party certification but it is not required.  Again, because this area of law is new, there is uncertainty as to what legal issues will arise and how they will be resolved in Texas courts.

Cooperative Associations

Social enterprise often turns on how the founders define it.  Cooperative associations are an interesting vehicle for organizing groups of people, whether it be workers, individuals within a common industry, or a group of buyers, to pool resources for a collective benefit.  To me, Cooperative Associations fit the bill for social impact.  They are fascinating to consider in planning for business succession when a retiring business owner may desire to "leave" the company to the employees.

A cooperative is authorized under Chapter 251 of the Texas Business Organizations Code for a broad range of purposes.  Cooperatives may be nonprofit or for-profit corporations operating on a cooperative basis.  The defining characteristic of a cooperative is its obligation to distribute net proceeds to its members.  

Cooperative associations have a unique tax advantage in Texas in that they are exempt from the Texas Franchise taxes.

I have published a detailed legal analysis about Texas Cooperative Associations, available for free here.  

Perhaps a Tax Disadvantage

While for profit entities may receive some tax benefits for their charitable behavior, such as the charitable donation deduction, the IRS does not currently provide an equal amount of tax benefits for charitable behavior when performed by a for profit (social purpose or benefit corporation) as it does for a 501(c)(3). 

Currently the IRS only recognizes for profit organizations for charitable contributions made by giving money to tax exempt organizations.  The analysis is complicated and should be worked through with your financial advisor.  For the sake of simplicity, bear in mind that generally, the IRS code views all activities of the corporation to be profit-maximizing, and that for a charitable contribution to be deductible it must be made as a gift, and not in exchange for any economic benefit.  It's worthwhile to consider the impact of corporate tax on profits used on a social purpose.  In addition to federal taxation, Texas corporations and LLCs are subject to the Texas Franchise Tax.

Here's a detailed academic article on benefits expenses published by William & Mary Law Review, Benefits Expenses: How the Benefit Corporation's Social Purpose Changes the Ordinary and Necessary.  Jump to Section III for the federal tax policy discussion. 

Other State Laws Exist

For now, we focused on Texas.  We hope this cleared up some of the confusion about what is or is not allowed in Texas.  We'd love to hear what you think, and what questions come to your mind.  Please call or send us a note if you'd like to discuss them.

In a later post we'll discuss options under other state organizations laws.  

Why I Love Corporations

To some people, corporate giants often found on the Fortune 500 list, and leaders of globalization, are greedy and baneful institutions of capitalism. Critics often argue that these corporations have too much financial power and that they exploit consumers and workers.  In recent years we’ve seen the results of “too big to fail” and “trickle down economics.”  I will revisit some of these ideas in other posts.  But this post is about opportunity and empowerment.

I always tell people I grew up in big corporate.  Somehow I was a licensed attorney at 24 years old.  I was serious about law school success and had taken the bar early, joined the law review, worked in virtually every clinic the law school offered and clerked at the appellate court.  As I entered my profession I discovered I fit in the business world as opposed to than litigating law firms. 

Multi-stakeholder Deal Making

My first experience inside big business was when I was hired to negotiate the contracts for a billion dollar EPC (engineering procurement and construction) project.  Obviously this was a huge project and the business folks kept me close as they helped me understand the commercial aspects of the deal and I outlined the legal obligations and liabilities would relate.  To be effective I needed to capture the priorities of executives, engineers, financial controls, senior legal counsel, and advocate for them as I structured the agreements with suppliers and contractors. 

From there I joined a corporate legal department for a larger international company that needed help catching up from a period of massive growth.  There were literally hundreds of contracts stacked on my would-be desk, and a brand new corporate risk management policy that needed implementation (by me, obviously).  Many years later I would accept a similar role with a Fortune 100 technology corporation in Austin, Texas. 

Between those 3 roles I spent 7 years in big corporate.  Those years allowed me to be mentored by genius lawyers and business executives.  They offered me financial stability, which I certainly appreciated.  In the end, I discovered I'm fueled by variety and creativity, and It turns out I am an entrepreneur myself.  So moving into private practice made a lot of sense (and generated a lot more happiness).

Corporate Opportunity, Large and Small Impacts

When I think about the financial power of big corporations, I see opportunity:  to create jobs, to allow people resources and access to education, food, medicine and infrastructure, and technology.  The US census estimates that $60M Americans have been provided for by big corporations, about ½ of the US workforce. 

As an entrepreneur, I’m also fascinated by smaller enterprises.  I was driven to start my own law firm by innovation and creativity, and by being my own boss I've had space to choose to dive into areas of law that are sometimes referred to as the Impact Ecosystem.  Small and medium size companies create new and necessary streams of wealth, opportunities and impact.

Corporations as Agents of Change, Time Tested

Zooming out, I am fascinated by the impact of corporations on society and the discussions concerning how corporations serve multi-stakeholders.  For more than a decade I have worked inside conventional, successful organizations and worked with pioneers exploring voluntary business practices on the frontline of emerging bodies of law, finance, and metrics shaping corporate social responsibility.

As I dig in to study the roots of organizational development and “new applications” presented at business conferences, I am comforted by their place in history.  I think you’ll see that a lot of the trendy new business models are actually old, time tested, successful business practices rebranded and re-circulated. 

I love business, and love working with a variety of corporate clients in creating wealth.  In this blog, I will explore both conventional and “new” business practices, the legal frameworks that support their success, and explore how these practices impact multi-stakeholders.