A Common Element In Co-Founder Disputes

According to Noam Wasserstein of Harvard Business School, co-founder disputes are responsible for more than 65% of startup failures.  That's a staggering figure but consistent with my experience working with early stage companies.   

In this video, I discuss a common element I've observed in most co-founder disputes I've seen up close. In it, I point to an underlying source of the conflict that has less to do with the content of the dispute (e.g., different visions, expectations, and so forth) and more to do with how founders relate to their own beliefs and opinions. 

It's perfectly common and natural for co-founders to have divergent views when it comes to their business.  What's decisive in the health and longevity of a partnership is not so much the existence of differing perspectives -- as how founders relate, respond to and allow for them in the context of an ever-evolving partnership and business landscape.

Hope the video helps! Would certainly love to hear feedback on it, so please feel free to comment or reach out. 

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth corporations in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce. He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition.  He has special expertise in the representation of mission-driven organizations and social enterprises.  

Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 

Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.

Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.  A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives. He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.    

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.

Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.

Certified B Corporations and Benefit Corporations: A Summary

I recently co-taught a workshop with Derek Hydon and Andrea Chase for entrepreneurs exploring the "Certified B Corporation" route. Early in the program, it became clear that there is a lot of confusion out there about B Corps, Certified B Corporations and Benefit Corporations and how these concepts fit together.

I get it - the terminology is ridiculously confusing. So I thought I'd do my best here to provide as concise a summary as possible.

  1. “Certified B Corporations” are for-profit businesses that have met stringent sustainability, transparency and governance standards established by a non-profit organization, B Lab. Companies that achieve a certain score on B Lab's assessment tool - the "B Impact Assessment" - and satisfy B Lab's audit requirements are eligible to become Certified B Corporations. Confusingly, a business does not have to be legally structured as a corporation to a be a Certified B Corporation. LLCs, partnerships, corporations and even sole proprietorships are all eligible, but to remain certified, B Lab imposes specific requirements depending on your structure (more on that below). 
  2. A “Benefit Corporation” is a type of legal structure in the same way an LLC is a type of legal structure. A benefit corporation is like a traditional corporation in virtually all respects (including with respect to federal and state taxation) but it has three defining legal features that codify the corporation's commitment to positive impact and enhanced governance standards:
  • Benefit Corporations Are Required To Pursue Public Benefit. Unlike traditional corporations (which can be operated for virtually any lawful purpose), benefit corporations are required pursue a positive public benefit through their business operations. This feature integrates the corporation's higher purpose or social impact commitments into its legal charter.
  • Directors and Officers of Benefit Corporations Are Required To Balance Financial Interests With the Company’s Mission and Impact. Unlike traditional corporations (in which directors and officers are viewed as having an overarching duty to maximize value for shareholders), directors and officers of benefit corporations are required to balance the pecuniary interests of shareholders with the Company’s pursuit of public benefit and its impact on stakeholders like employees, suppliers, customers, the environment, and the local community. 
  • Benefit Corporations Must Satisfy Expanded Transparency and Disclosure Requirements. Unlike traditional corporations (which generally have no legal obligation to report on impact or sustainability metrics), benefit corporations are required to evaluate their impact performance against a comprehensive and independent third-party standard (such as the B Impact Assessment) and publicly report the results of their assessment.

3. Currently, 33 U.S. states (including California and Delaware) and Italy have enacted benefit corporation legislation. The specific legal features of Benefit Corporations vary somewhat from state to state but most are based on model legislation spearheaded by B Lab, including California, but with the notable exception of Delaware, which I will discuss in a separate post. Adding to the terminology confusion: In Delaware, benefit corporations are referred to as “Public Benefit Corporations” or PBCs.

4. As mentioned, any for-profit business is eligible to become a Certified B Corporation regardless of legal structure, but B Lab imposes certain legal requirements once you become a Certified B Corporation. Specifically:

  • If you are operating as a traditional California or Delaware corporation (or in another state that has enacted benefit corporation legislation), you must convert your corporation into a benefit corporation within 2 years of initial B Certification. This generally will require the approval of your Board and 2/3 of your shareholders.
  • If you are operating as an LLC or Partnership, you must amend your operating or partnership agreement to mirror certain B Corp governance principles within 90 days of initial B Certification. This will require whatever approvals are specified in your LLC or partnership documents.

All the B Corps I work with are organized are California and Delaware but if you are organized in another state, B Lab has published a “Legal Roadmap” to help you navigate the legal requirements. You can find it here.

People commonly use the term "B Corp" to refer interchangeably to Certified B Corporations and/or Benefit Corporations. It's also frequently used to refer more generally to businesses that are operated sustainably or with a triple-bottom-line orientation. All of this is understandable but naturally adds to the confusion, which I think we'll be living with for a while.

Hope this is helpful. If you have questions, don't hesitate to reach out.

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth corporations in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce. He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition.  He has special expertise in the representation of mission-driven organizations and social enterprises.  

Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 

Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.

Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.  A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives. He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.    

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.

Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.

Creative Fundraising Strategies for Impact Ventures and Social Enterprise

In the 1-hour webinar below, hosted by Michael Anderson of Conscious Capitalism San Diego, BCL Founder Francesco Barbera and Of Counsel Jenny Kassan discuss options available to founders seeking growth capital for their ventures.  

The discussions touches traditional fund-raising strategies to new crowdfunding options made available through the JOBS Act to lesser-known options such as direct public offerings.  The central point we drive home in this webinar is that there is enormous room for creativity in creating a fund-raising plan that attracts the right money from the right people in a way that preserves the fundamental character and mission of the venture.  

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth corporations in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce. He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition.  He has special expertise in the representation of mission-driven organizations and social enterprises.  

Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 

Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.

Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.  A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives. He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.    

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.

Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.

Legal Structures for Impact Entrepreneurs

Below is a webinar featuring BCL Founder Francesco Barbera and serial entrepreneur Michael Anderson discussing legal structures available to mission-driven and social impact entrepreneurs.

Hosted by Conscious Capital San Diego, the discussion focuses on the legal and business factors that come into play when deciding on the right corporate structure for impact-drive ventures.  It includes consideration of traditional corporate forms such as corporations and LLCs, benefit and social purpose corporations, and hybrid structures with for- and non-profit components.

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth corporations in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce. He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition.  He has special expertise in the representation of mission-driven organizations and social enterprises.  

Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 

Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.

Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.  A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives. He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.    

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.

Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.

17 Incubators For Impact Entrepreneurs and Social Enterprise

Following is a list of accelerator and incubator programs specifically targeting founders and early stage ventures that address social and environmental challenges, in areas ranging from health care, to education, to poverty, economic opportunity and access to technology.  

These organizations are varied in who they serve and where they are located but they share one thing in common:  they offer structured programs designed to help mission-driven founders build organizations (for-profit, non-profit, or hybrid) that generate positive impact at scale.  

We are not able to vet these programs for quality, so do your own diligence and as always, consult with your team of trusted advisors before proceeding.  

Finally, we did our best to create a comprehensive list but please let us know if we've missed any programs. We'll do our best to keep this list current.   

Agora Accelerator, Washington, DC

Targeted to entrepreneurs who create social impact in Latin America and the Caribbean, this is an intensive, 6-month program providing businesses with access to the social, human, and financial capital needed to accelerate growth.

Boomtown Health-Tech Accelerator, Boulder, CA

A 3-month program in Boulder, Colorado focused on entrepreneurs who seek to bring positive impact to health and wellness around the world.

Cleantech Open Accelerator, Redwood City, CA

A 12-week series of intensive workshops and bootcamps to accelerate cleantech startups focused on Energy Generation; Energy Distribution & Storage; Energy Efficiency; Chemicals & Advanced Materials; Information & Communications Technologies; Green Building; Transportation; or Agriculture, Water & Waste. 

Conscious Venture Lab, Columbia, MD

A 4-month immersion program targeting entrepreneurs “using the power of purpose to transform capitalism.” Entrepreneurs must be willing to relocate to Columbia, Maryland for the duration of the program. Companies must be involved in one of the following industries: Cyber Security, Biotechnology, Tech enhanced Professional Services, Technology infrastructure, Hospitality, Consumer Products, 3D Manufacturing, Mobile/ Consumer Internet, Social Applications, and Gaming.                                   

Echoing Green Fellowship, New York, NY

Echoing Green invests in leaders who bring about positive social change around the world. Echoing Green offers three different fellowships. The Global Fellowship is for entrepreneurs "who are deeply connected to the needs and potential solutions that may work best for their communities." The Black Male Achievement Fellowship is for "entrepreneurs dedicated to improving the life outcomes of black men and boys in the United States." The Climate Fellowship is for entrepreneurs "committed to working on innovations in mitigation and adaptation to climate change." Non-profit, for-profit, and hybrid start-up companies are eligible for the fellowship.

Fledge, Various Cities  

With locations in Seattle, Lima, and Barcelona (and a program in Padova, Italy launching in 2018), Fledge offers a 10-week program of guidance, education, and mentorship, plus a large and growing network of support from past fledglings and hundreds of mentors. Applicants should be social impact, for-profit companies that consist of two or more individuals.

GoodCompany Ventures, Philadelphia, PA

Challenging social entrepreneurs to scope and quantify the opportunity that their innovation presents, refine their plan for execution and defend their capitalization strategy.  Over an intensive 12-week period, guides entrepreneurs through a series of expert and investor panels, tactical workshops, peer-to-peer critique, and one-on-one coaching, cumulating in an investor pitch event.  Also offers Climate Ventures 2.0, a 12-week program for entrepreneurs focused on innovations in climate adaptation and resilience, particularly impacting food, agriculture and water in urban areas.

The Global Social Benefit Institute (GSBI®), Santa Clara, CA

Provides social entrepreneurs with Silicon Valley mentors to prepare them for growth, with separate structured programs guiding entrepreneurs from idea-stage to scale. 

Halcyon Incubator, Washington, DC

Helping social entrepreneurs incubate and accelerate social ventures with the capacity for measurable social change. The Halcyon Incubator builds a community of support around the Fellows by bringing together a network of seasoned entrepreneurs and leaders in the government, nonprofit, and for-profit sectors. Ventures may be for-profit, nonprofit, hybrid, or undecided, as long as the core mission is to create measurable social change. 

Imagine H2O, San Francisco, CA

Focused on the water sector, Imagine H2O connects entrepreneurs with world leaders in the water sector, government, and social enterprise to help turn ideas into self-funding, high impact solutions.  IH2O's annual programs focus on themes representing entrepreneurial opportunities within water.  Entrepreneurs are selected to participate in Imagine H20’s annual innovation program and the winning teams get to participate in the business accelerator.

Impact Engine, Chicago, IL

An intensive 16-week accelerator program designed for mission-focused for-profit ventures in broad range of industries, from technology-enabled Internet and products-based companies across different sectors and countries. 

Los Angeles Cleantech Incubator, Los Angeles, CA

A non-profit, public-private partnership that helps promising companies deliver market-ready cleantech solutions.  Focused on products or services that advance sustainable or efficient use of resources.

Points of Light Civic Accelerator (CivicX), Regional

National accelerator program and investment fund focused on for-profit and nonprofit early stage ventures “that include people as part of the solution to critical social problems.” The 10-week, boot camp-style program convenes 10-15 teams in person and online with the goal of equipping each venture to seek investments and scale their social innovation that are working to create greater, more accessible pathways to economic opportunity in communities across the U.S.

Praxis Labs, New York, NY

Focus on Christian entrepreneurs, Praxis provides mentorship and expert networks for entrpreneurs committed creating cultural and social impact through their venture.  Though applicants must be Christian, their organizations are not required to have a religious affiliation.

Singularity University, Silicon Valley, CA

Designed specifically for startups tackling humanity’s grand challenges leveraging exponential technology. An 8 week on-campus program in Silicon Valley which early stage ventures for scale and impact.  

Unreasonable Institute, Various Cities

A wide network of accelerators, located across the U.S. and globally, focused on support entreprenenurs tackling significant social and environmental challenges.  Locally, San Diego Unreasonable Lab San Diego runs a 5-day accelerator for early/idea-stage, San Diego-Tijuana (Cali-Baja)-based entrepreneurs that are tackling financial, social, health, or environmental problems.  

Village Capital, Various Cities

Building communities of practice around entrepreneurs solving major global problems in agriculture, education, energy, financial inclusion, and health. Peer-selected investment model empowers entrepreneurs to become investors themselves, and our programs provide them with training and mentorship from industry experts, policymakers, business leaders, investors, and other entrepreneurs.  The program is structured around three 4-day workshops featuring sessions led by leading entrepreneurs, investors, industry experts, and the Village Capital teams. Programs are held in multiple cities throughout the United States.

This article was researched and written by BCL legal extern Stephanie Snively.  

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth corporations in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce. He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition.  He has special expertise in the representation of mission-driven organizations and social enterprises.  

Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 

Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.

Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.  A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives. He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.    

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.

Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.

24 Startup Incubators in the Los Angeles Area

Below is our best shot at compiling a comprehensive list of incubators (in no particular order) in the LA and surrounding areas. It's worth nothing many of the finest technology incubators operate outside of LA, so if you’re willing to travel, there’s even more opportunity out there.  (For reference, here’s a ranking of the Top 15 on a national level.) This list is focused on Los Angeles-area programs.

The startup ecosystem has exploded over the past several years, offering tremendous opportunities for support, resources, mentorship, funding and education.  Startup founders need all of those things to succeed, and for some teams, an incubator may be a good way to get them.  Joining one can provide quick access to a supportive network of experienced experts and fellow entrepreneurs, as well as helpful resources and small amounts of funding. 

Please note we are not endorsing or recommending any of these programs.  We are offering the list as a starting point for your own research and due diligence. As with any important decision, we recommend consulting with your trusted advisors before joining an incubator, as it is a significant business decision.  It's an investment of time (and in some cases, equity), so you want to be sure you are getting value and surrounding yourself with the right people.  

If we’ve left any off this list, please let us know and we’ll do our best to keep it complete and up-to-date.

Idealab, Pasadena, CA

Idealab infuses start-ups with the support they need to rapidly introduce innovative products and services. Resources include office space and the accompanying office services, development and technology, product and graphic design, marketing, financial advice, human resources, competitive research, legal, accounting and business development support and services.

Science Inc., Santa Monica, CA

Science funds, develops and advises companies focused on solving the everyday problems of modern living.  Both create and develop their own business ideas in-house and acquire other Internet startups with the aim of scaling them.

LACleanTech Incubator, Los Angeles, CA

LACleanTech accept early-stage clean-tech companies launching new projects and international companies looking to enter the US market.

Originate Labs, Los Angeles, CA

Works hands-on with entrepreneurs, start-ups, and enterprises to rapidly build modern mobile, web, and data-driven applications.

Founder Institute LA, Santa Monica, CA

Offer four-month, part-time program for founders, enabling participants to “learn by doing” and launch a company through structured training courses, practical business-building assignments, and expert feedback.

MuckerLab, Santa Monica, CA

MuckerLab is a privately funded startup accelerator focused on incubation-stage Internet software, services and media ventures in the Los Angeles market. They provide entrepreneurs with funding, put them through a structured, three-month-long program and give them access to a deep network of top-tier mentors and advisors.

Amplify, Venice, CA

Amplify is a hands-on startup accelerator and multi-faceted entrepreneurial campus in Los Angeles. They help startups grow by providing seed funding, mentorship, strategic resources and access to additional capital.

The Business Technology Center, Los Angeles County, CA

Provides early-stage technology firms business management assistance, technical assistance, and the coordination of available financial resources.

Startup Minds, Los Angeles, CA

Helps turn business ideas into Minimum Viable Products, by guiding founders through the critical yet often overlooked processes of market research and customer development.

Make In LA, Chatsworth, CA

Hardware accelerator Dedicated to launching and keeping product-focused businesses in LA. 

Smashd Labs, Culver City, CA

SMASHD Labs is a 10-week accelerator program in Los Angeles, led by Atom Factory focused on early-stage companies at the intersection of culture and technology.

Startburst Accelerator, El Segundo, CA

Provides access to seed funding from top angels and VC firms dedicated to aerospace, defense and security.

Techstars Healthcare Accelerator, West Hollywood, CA

In partnership with Cedars-Sinai, focused on technology innovators in health care sector.  Offers access to Cedars-Sinai’s clinical expertise and information infrastructure including hardware, software and digital health technical resources; Mentorship from Cedars-Sinai physicians, researchers, healthcare professionals and executives; Access to Techstars’ network of over 7,000 successful entrepreneurs, investors, mentors, and corporate partners.

UCLA Anderson Accelerator, Westwood, CA

Focused on UCLA startups, the accelerator is a central meeting place for UCLA’s multidisciplinary communities to pool resources, whether they are aspiring Anderson entrepreneurs, students or qualified alumni partnering with campus researchers. Accelerator members enjoy guest speakers, topical seminars and “demo days” for resident companies.

The Design Accelerator, Pasadena, CA

The Design Accelerator focuses on early stage design and technology businesses. They use low-cost startup management techniques to spur growth.

Disney Accelerator, Los Angeles, CA

Disney Accelerator, powered by Techstars, is helping today’s technology innovators turn their dreams for new media and entertainment experiences into reality.

Start Engine, Santa Monica, CA

Start Engine is a rapid accelerator focused on helping Los Angeles-based technology startups build a solid foundation for success in 90 days.

USC Viterbi Startup Garage, Los Angeles, CA

Viterbi Startup Garage is a 12 week technology accelerator program that includes $20k in funding, space, strategic and financial resources and access to world-class mentors, and hands-on product, marketing, legal and fundraising support.

Port Tech LA, San Pedro, CA

PortTech Los Angeles is a business incubator dedicated to helping clean technology entrepreneurs transform start-ups into thriving businesses. PortTechLA works very closely with the Port of Los Angeles’ Technology Advancement Program (TAP), which is tasked with the responsibility of evaluating and helping fund technologies that support the Port’s Clean Air and Clean Truck Action Plans.

K5 Labs, Los Angeles, CA

Focused on technology-oriented companies, especially those focusing on software including AI, Machine Learning, Predictive Analytics; Robotics; Fintech, Foodtech, and Digital Health.

The Bixel Exchange, Los Angeles, CA

Bixel Exchange helps technology entrepreneurs by combining the power of the Los Angeles Area Chamber of Commerce and L.A.'s dynamic tech community with the resources of the U.S. Small Business Administration's Small Business Development Center. 

Los Angeles Dodgers Sports and Entertainment Accelerator, Los Angeles, CA

Five to seven startups will be selected, enabling in-depth engagement with the Dodgers’ leadership, business units, and industry network as well as R/GA’s award-winning strategic marketing, branding, design, and technology services.

LA Startup Club, Los Angeles, CA

Not an accelerator or incubator,Startup Club supports founders of early stage web and mobile technology companies via bi-weekly collaborative work sessions in a safe, focused environment to provide support and mentorship.

Grid110, Los Angeles, CA

In partnership with the Office of Mayor Eric Garcetti, supports DTLA startups by connecting them to office space, mentors and resources, with initial focus on fashion-tech.

Ventura BioCenter, Thousand Oaks, CA

Supports startup tech companies with a mixture of wet-lab facilities, lab equipment, mentoring, and additional resources aimed at taking an idea from concept to successful business.  Entrepreneurs can move in and start running experiments the next day.

Updated:  October 5, 2016

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth corporations in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce. He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition.  He has special expertise in the representation of mission-driven organizations and social enterprises.  

Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 

Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.

Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.  A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives. He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.    

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.

Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.

31 Angel Investor Groups in California

Many of our clients are seeking early-stage capital from angel investors.  The process can be frustrating if you think there's a secret to it, but there isn't.  It's about exactly the things you'd expect: your idea, your target market, your traction, your team, your track record, your commitment to keeping at your business and staying in conversation with prospective investors until you find the ones who say yes.

Angel groups can play a part in the process, but they don't change the fundamentals.  They just facilitate conversations with more potential investors.  Which is important, because each time you pitch, you will learn and improve (ideally not just your pitch, but your business as well).  

As a resource for clients and entrepreneurs, we've taken a little time to compile what I think is a fairly comprehensive list of angel groups in California.   If we've missed a group, let us know and we'll be sure to update this post.

If you are raising money for your business or are planning to do so, contact me. I can help.   

1) Investors’ Circle, San Francisco, CA

Website: http://www.investorscircle.net/

Who it helps: Uses private capital to promote businesses that address social and environmental issues. 

2) Band of Angels, Menlo Park, CA

Website: http://www.bandangels.com/

Who it helps: Group of former and current high-tech executives that has invested almost $200 million in early-stage technology companies.

3) Pasadena Angels, Altadena CA

Website: http://pasadenaangels.com/

Who it helps: Provides up to $750,000 in early-stage and seed financing to startups in southern California.

4) Tech Coast Angels, CA

Website: https://www.techcoastangels.com/

Who it helps: Provides connections, knowledge, mentoring and operational assistance to early-stage entrepreneurs in the tech, biotech, consumer products, Internet, information technology, life sciences, media, software and environmental markets.

5) Maverick Angels, Agoura Hills CA

Website: http://www.maverickangels.com/

 Who it helps Find, qualify and invest in early-stage companies and provides coaching, training, relationships and other resources.

6) SF Angels Group, San Francisco, CA

Website: http://www.sfangelsgroup.com/

Who it helps: A group of successful 25+ global accredited investors that help start-ups with mentorship, capital, connections and more. 

7) Angel Vision Investors, Los Angeles, CA

Website: http://www.angelvisioninvestors.com/

Who it helps: A collective of entrepreneurs who invest in and cultivate new companies within the realm of entertainment, marketing, and new media.

8) SLO Seed Ventures, San Luis Obispo, CA

Website: http://www.sloseedventures.com/

Who it helps: A group of accredited investors with a variety of backgrounds and business experiences providing resources for early-stage start-ups, in exchange for convertible debt or ownership equity.

9) TiE Angels Silicon Valley, Santa Clara, CA

Website: https://sv.tie.org/

Who it helps: Support emerging companies with early stage investment and support. TiE seeks to cultivate and nurture the ecosystem of entrepreneurship and free-market economies everywhere, as it sees this to be the single most powerful instrument of prosperity.

10) Sacramento Angels, LA, CA

Website: http://www.sacangels.com/

Who it helps: Believe in the journey of the entrepreneur and startups; the journey to make the world a better place, to create jobs and to keep America strong, competitive and at the forefront of innovation.

11) The Arcview Group, SF, CA

Website: http://arcviewgroup.com/

Who it helps:  Focus on cannabis-related businesses and the development of a responsible, profitable, and politically-engaged legal cannabis industry.  

12) Acorn Angels, Santa Clara, CA

Website: http://acornangels.com/

Who it helps: Acorn Angels is a group of Silicon Valley Angel Investors who provide early stage investment capital for hi-tech companies.

13) European American Angel Club, San Francisco, CA

Website: http://euroamericanangels.weebly.com/

Who it helps: A group of angel investors and entrepreneurs whose primary goal is to support early-stage companies from the European community in Silicon Valley.

14) Golden Gate Angels, San Francisco, CA

Website: http://www.goldengateangels.com/

Who it helps: Provides seed investment and professional mentoring to start-up companies with huge market potential and business growth.

15) Imporium Angels, San Diego, CA

Website: http://www.imporiumangels.com/

Who it helps: Focuses on new technological industries such as telephony, biotechnology, radio frequency identification (RFID), information technology, software applications, medical equipment, and semiconductors.

16) Life Science Angels, Inc., Palo Alto, CA

Website: http://lifescienceangels.com/

Who it helps: Provides seed capital to early stage companies that focus on medical devices and biotechnology industries. 

17) The North Bay Angels, Healdsburg, CA

Website: http://www.northbayangels.com/

Who it helps: Invest primarily in early stage equity and venture debt, where participation will have an impact on the success of the company.

18) Sand Hill Angels, Menlo Park, CA

Website: http://www.sandhillangels.com/

Who it helps: Skilled entrepreneurs and successful investors driven to support technology-based industries such as Information Technology, Life Sciences, and the Internet.

19) The Angels’ Forum, Palo Alto, CA

Website: http://www.angelsforum.com/

Who it helps: An exclusive group of 25 private investors, focuses on consumer, health care, and technology-based industries. Provides seed capital funds to early-stage companies as well as second-round and third-round investment to their portfolio companies.

20) Astia Angels, San Francisco, CA

Website: http://astia.org/

Who it helps: Astia is a community of experts committed to building women leaders and accelerating the funding and growth of high-potential, high-growth, women-led startups.

21) Golden Seeds, San Francisco, CA (and NY)

Website: http://www.goldenseeds.com/

Who it helps: A discerning group of investors, seeking and funding high-potential, women-led businesses.

22) HealthTech Capital, Los Altos Hills, CA

Website: http://www.healthtechcapital.com/

Who it helps: HealthTech Capital is a group of private investors dedicated to funding and mentoring new "HealthTech" start ups at the intersection of healthcare with the computer and mobility worlds.

23) Keiretsu Forum, Costa Mesa, CA

Website: http://www.keiretsuforum.com/

Who it helps: Worldwide network of capital, resources and deal flow with 27 chapters on 3 continents. Keiretsu Forum members invest in high-quality, diverse investment opportunities. 

24) San Joaquin Angels, Stockton, CA

Website: http://www.sanjoaquinangels.com/

Who it helps: Finance and support local businesses.

25) The Stanislaus-Merced Angels, Modesto, CA

Website: https://gust.com/organizations/stanislaus-merced-angels

Who it helps: Invest in start-up and early stage businesses in a wide range of industries, with preference for businesses in Northern California/Central Valley.

26) Angel Capital Network, Sausalito, CA

Website: http://www.angelcapitalnetwork.com/

Who it helps: Identify, fund and develop new investment opportunities in high growth private companies.  Invest in entrepreneurs and companies in a variety of industries and stages of development.

27) Tribe of Angels, Silicon Valley, CA

Website: http://www.tribeofangels.com/

Who it helps: Tribe of Angels (TOA) is the oldest and largest private network of Jewish investors, entrepreneurs, executives, and researchers. 

28) 12 Angels, Los Angeles, CA

Website: http://12angels.org

Who it helps: Provide investment capital, consultation and mentorship to support sustainable businesses that hire recovering addicts, giving them a chance to enjoy productive and healthy lives.

29) Angels Corner, Silicon Valley, CA

Website: http://www.angelscorner.com/

Who it helps: Focused on investing in private companies with strong teams, proprietary solutions, and high potentials.

30) Silicom Ventures, Los Altos, CA

Website: http://www.silicomventures.com/

Who it helps:  Platform for investing in emerging technologies and producing large-scale, global conferences.

31) VoiVoda Ventures, Glendale, CA

Website: http://www.voivoda.com/

Who it helps: VoiVoda is a technology acceleration fund focused on B2B startup companies. Their unique approach to early stage investing involves working closely with companies based outside of the traditional US technology markets. They combine the resources of their own fund with those of a broad network of angel investors to assist companies in raising their first institutional round.

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth corporations in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce. He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition.  He has special expertise in the representation of mission-driven organizations and social enterprises.  

Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 

Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.

Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.  A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives. He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.    

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.

Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.

How Powerful Ideals Will Help Your Business

Yesterday, I wrapped up two-day strategic planning program with a client who owns a software development firm.  We spent the time mapping out how he will double annual revenues this year.  It was a lot of fun and very fulfilling helping him envision a leaner and more focused organization.  There is no question that if he chooses, my client will triple or quadruple the size of this company over the next few years.    

I learned a ton during this session, but I want to highlight one insight here, about how I initiated the session.  This was by helping my client connect with the "Why" behind his organization.  Why does this company exist?  What is it about?  

Over the past few weeks, I have found myself sharing this terrific TED talk by Simon Sinek, based on his book Start With Why: How Great Leaders Inspire Everyone to Take Actionwith several clients and colleagues.  I love the talk because it does such a good job capturing the power of idealism to motivate and inspire change.   

When I asked my CEO client about the Why behind his business, he immediately took me back to the early days of his company, when he founded it with the vision of helping entrepreneurs prosper through creative self-expression and embracing of their highest ideals. 

Tapping into that early vision transformed our strategic planning work together.  Now, growing his firm is no longer just about increasing revenues and his personal net worth.  It’s about improving the lives and businesses of other entrepreneurs.   It’s about bringing more creativity into the business and non-profit arenas.  It’s about helping more people express their own highest visions.  It is about improving the better world. 

It's easy to shrug off the power of this kind of idealism, but the truth is we are all inspired and energized by noble ideals.  Service, love, beauty, courage – these the most powerful forces on the planet.  And they are intrinsic to our nature.  We are hard wired to love, care and serve. 

Embracing this natural idealism in ourselves and bringing it to our business creates a special kind of alchemy. Our work becomes a calling and a vocation.  Our organizations become causes and movements.  And when investors, employees and customers recognize that -- and see that it is genuine -- they respond. 

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth corporations in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce. He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition.  He has special expertise in the representation of mission-driven organizations and social enterprises.  

Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 

Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.

Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.  A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives. He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.    

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.

Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.

5 Awesome Business and Psychology Books From 2013

Those close to me know I am a voracious reader with a nasty habit of buying more books than I'll ever have time to read (Amazon Prime + One Click = Devilish.  Hats off, Jeff Bezos).   Most of what I read falls into my core areas of interest:  leadership, business, entrepreneurship and psychology.  I thought I'd highlight a few of my reads from 2013 that stand out as especially unique or valuable or important.  I hope you enjoy them as much as I did.  (Note: These weren't necessarily published in 2013 - I just happened to read them this year).  

  1. The Advantage: Why Organizational Health Trumps Everything Else by Patrick Lencioni.   I've been curious about Lencioni's work for many years.  A few months ago, I finally got around to reading his well-known classic, The Five Dysfunctions of a Team, and was so impressed I started working my way through his catalog.  I have not been disappointed.  This book - his most recent - encapsulates a tremendous amount of wisdom around effective organizational leadership, culture-building, and management.  I have used his concise strategic planning framework with my own firm and with a couple of clients, and in all cases have found his insights both intuitive and impactful.
  2. Time to Think: Listening to Ignite the Human Mind by Nancy Kline.  This is a unique and important book about accessing our natural capacity for fresh and innovative thought.  Kline's background is in childhood education.  From an early age, she became fascinated with a single question:  Under what conditions do human beings think at their best?  Her answer is an environment characterized by ten basic supportive qualities -- qualities we can each learn to embody for each other.  A powerful reminder of the potential (and responsibility) we all have as leaders, managers, and friends to awaken and encourage the genius in our fellow human beings.
  3. The Relationship Handbook by Dr. George Pransky.   One of my all time favorites, I re-read this book this year just to remind myself of its core message, which is focused on cultivating warmth and positive feelings in relationships -- rather than on solving problems and resolving differences.  Pransky has co-founded an approach to psychology known as The Three Principles, which I believe will revolutionize the field of mental health over the coming decades.  His audio programs, available at www.pranskyandassociates.om are equally brilliant and worth your time.
  4. Mindset: The New Psychology of Success by Carol Dweck, Ph.D.  One of the core messages in public speaking and writing revolves around the extraordinary (yet under-appreciated) capacity of the human mind to absorb and digest information and produce insights, learning and innovation in response to our sustained focus and attention on a given subject.  For me, this book was a striking vindication of the power of embracing this innate capacity.  Dweck contrasts people who adopt a "growth" mindset, which embraces the capacity to learn, grow, improve and expand, with those more inclined towards a "fixed" mindsets, which tend to focus on uncontrollables like genetics or talent.  Along virtually every metric that counts, folks who adopt growth mindsets succeed more and do more and enjoy more of life -- an insight with important implications for educators, parents, managers and just about anyone else I can think of.
  5. The Startup Owner's Manual : The Step-by-Step Guide for Building a Great Company by Steve Blank and Bob Dorf.  Originator of the agile development and the lean startups methodology, Blank's theories have been massively influential in Silicon Valley and beyond. Not exactly a page turner, this is more like a rigorous reference manual for those engaged in the thrilling process of discovering and validating a scalable business model.  An MBA in 500 priceless pages.

How about you?  Any good reads you've enjoyed recently?   Would love to hear about them in the comments.  

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth corporations in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce. He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition.  He has special expertise in the representation of mission-driven organizations and social enterprises.  

Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 

Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.

Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.  A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives. He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.    

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.

Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.

Why LLC Managers and Investors Should Care About California's New LLC Law

This blog post is directed to owners and investors in California limited liability companies.

Effective as of January 1, 2014, California has enacted a new statute governing California LLCs -- dubbed the “California Revised Uniform Limited Liability Company Act” -- that contains a few key provisions that we think should be of concern to managers of, and investors in, California LLCs. 

The most important of the Act's provisions concerns voting rights and the authority of managers and/or officers running the LLC.  The Act expands the default voting rights of LLC members to require member consent to a range of corporate actions, including all actions “outside of the ordinary course of business,” unless the LLC’s operating agreement explicitly modifies or limits those voting rights. 

Member voting rights are typically among the most heavily negotiated provisions in an LLC's Operating Agreement.  Voting rights determine how the Company is managed and operated and can seriously impact the ability and discretion of company management to execute on strategic transactions in a timely and flexible way. This is especially the case when there is a divergence of views and personalities among the ownership base.  

Depending on the current language in an Operating Agreement, LLC managers or officers who previously may have operated with broad (or full) discretion may now be required to obtain the consent of investors/members before engaging in certain transactions.  The phrase “outside the ordinary course of business,” while common in business agreements, nevertheless invites further uncertainty over the scope of the Act's new voting requirements.

The new law also expands upon the impact of member "disassociation" (or withdrawal) events, the occurrence of which may result in a member losing membership rights and instead holding only the limited economic rights of an assignee. Dissociation events include the death, insolvency or incompetence of individual members.   These new provisions are likely to impact both voting and corporate governance matters within the LLC, as well as members’ estate and succession planning matters.

Other provisions in the new law impact, among other things, the scope of fiduciary duties of members and managers, an LLC’s obligations to indemnify members and managers, and the rights of transferees of LLC interests (i.e., people who purchase LLC interests from existing shareholders).

Bottom Line: Managers and investors in California LLCs (and those considering such investments) should have legal counsel review the current LLC Operating Agreements to determine the impact of the Act on corporate governance matters and the economic and non-economic rights of LLC members.  

Barbera Corporate Law helps visionaries build thriving companies.  We provides specialized corporate transactional legal counsel, with predictable flat-fee rate structures, to emerging technology and online businesses throughout California.     

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth corporations in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce. He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition.  He has special expertise in the representation of mission-driven organizations and social enterprises.  

Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 

Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.

Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.  A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives. He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.    

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.

Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.

Preparing Your Business For Strategic Acquisition Part II

In my previous post, I listed key legal steps that businesses can take to prepare themselves for strategic acquisition.  This time around, I thought it would be helpful to enlist a investment banking colleague with expertise in selling businesses for a more comprehensive discussion on preparing a business for exit.   

Shawn Thomson heads up the West Coast M&A practice at BCMS Corporate, a global investment bank specializing in lower middle market companies.  In this interview, Shawn and I discuss his list of the top 7 things business owners and executive teams can do today to prepare their business for sale.  

Shawn's list addresses the more common seller-side snafus he encounters in the M&A process, including the following:  

  1. Maintaining quality financials
  2. Installing second line management
  3. Establishing good working capital practices
  4. Clarifying exit strategy and seller goals
  5. Consider market factors and timing
  6. Clear up disputes and uncertainies
  7. Early tax and estate planning

In our 50 minute interview, I ask Shawn to dive into each of these in more detail with the goal of helping owners and executive teams put sound business practices in place today to maximize the likelihood and value of their future exit.    

Click below to download or listen.  We hope you find the interview helpful.

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth corporations in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce. He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition.  He has special expertise in the representation of mission-driven organizations and social enterprises.  

Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 

Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.

Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.  A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives. He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.    

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.

Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.

Preparing Your Business For Strategic Acquisition

Key Legal Strategies For Maximizing The Likelihood and Value Of A Future Business Sale

This article lists key legal strategies and practices for business owners considering a company sale as a potential short- or long-term exit strategy.  These practices are intended to minimize red flags that may derail or adversely impact a company sale.   Whether or not a sale is achieved, these practices will create a strong legal foundation for sustainable business growth.

  • Incorporate Properly.   When handled properly, incorporation of the business protects owners from uncertainty and potential disputes about basic matters such as ownership of the business, company management and decision-making, the transferability of stock, and buy-sell arrangements in the event of intractable shareholder disputes.  Effective incorporation also helps ensure that assets and other contributions of the company's founders are effectively vested in the company.  Finally, incorporation may help owners realize more favorable tax treatment in an eventual company sale.
  • Exercise Caution When Raising Capital.  Outside investment introduces substantial risk and complexity into a business.  Matters such as the economic and governance rights of the investors need to be carefully considered.  Failure to comply with securities laws creates substantial legal risks that raise red flags for potential buyers.   Companies raising capital, whether from friends and family or professional investors, should ensure the offering is handled properly and in compliance with applicable federal and state securities laws.     
  • Perfect Title In Key Assets.  Buyers want to know they are getting good title to a seller's business assets.  Companies should take care to clear up uncertainty in chain-of-title and liens or other encumbrances on company assets, including real properties, proprietary software or other intellectual property, and other tangible assets.  The presence of such factors erodes confidence. 
  • Protect Your Intellectual Property.   If a company's value is tied to its intellectual property, owners should take steps early on to establish sound IP portfolio practices.  Valuable IP may include a recognizable brand or trademark, patentable inventions, copyrighted content, or proprietary formulas, business methods or customer or supplier lists.   In each of these cases, a company should establish clear ownership to (or rights in) all core IP assets and maintain the value of those assets through appropriate monitoring and enforcement activities.
  • Establish Reliable Finance, Accounting and Reporting Systems.  Apart from their value to business decision-making, reliable metrics facilitate the due diligence process and often enhance the sale price of the business.  Verification of financial data is a principal buyer concern, and reliable metrics help greatly with that.
  • Establish Standard Agreements That Protect Your Company.   Recurring contracts in a business, such as standard customer agreements, represent an opportunity to enhance value and minimize risk.  Provisions addressing express or implied warranties, term and termination, changes to the agreement, damage limitations or dispute resolution processes, all can minimize liability exposure and impact a company's risk profile and bottom line.  
  • Use Well-Drafted Employment and Consultant Agreements.  Proper employment and consulting agreements used organization-wide help protect the company’s intellectual property and business secrets, secure the company’s clients against improper solicitation, and create valuable certainty around the scope and duration of employment and consulting arrangements.  
  • Maintain Good Employment and HR Practices.  Given the prevalence of wage and hour and other class actions in today’s business climate, it is important that growing businesses introduce sound employment policies and practices to ensure compliance with basic legal requirements.  
  • Maintain Adequate Insurance Coverage.  A clear track record of appropriate coverage against risk is good business and reassuring to buyers. 
  • Keep Up With Compliance and Regulatory Matters.  Maintain corporate books and records and required business licenses and permits.  Keep up with regulatory and compliance issues.  Don't let the small stuff accumulate through neglect.  
  • Long-Term Contracts.  Long-term business arrangements should be drafted with a possible company sale in mind.  Such agreements will ideally give owners flexibility to pursue a sale without triggering additional legal or consent requirements or other adverse consequences.

This list is by no means exclusive but it represents a basic set of sound legal practices that, if implemented consistently, will help owners build sustainable organizations well-positioned for strategic exit.

Barbera Corporate Law advises family-owned and lower middle market business on these matters.  We also help new companies launch themselves on proper legal footing.  If you have questions, please contact us

Comment

Francesco Barbera

Francesco Barbera is a corporate attorney representing emerging growth corporations in a wide range of industries, including software, technology, digital, fashion, health care, retail and e-commerce. He counsels entrepreneurs, investors and established companies on the full range of their business activities, from formation through raising capital, growth and acquisition.  He has special expertise in the representation of mission-driven organizations and social enterprises.  

Throughout his career, he has represented the National Broadcasting Corporation, the Grammy Museum, Ares Capital Management, Credit Suisse First Boston, as well as privately held businesses in internet, media and technology, mobile applications, consumer products, professional sports, film and television production, among others over the course of his career. 

Francesco began his legal career at two large, international law firms in Los Angeles, where he represented large and small enterprises in a broad range of transactions, from mergers and acquisitions to public and private securities offerings to the formation of partnerships and joint ventures.

Francesco is also the Co-Chairman of the Los Angeles chapter of Conscious Capitalism, Inc.  A lifelong student of psychology and personal development, Francesco holds a Master’s Degree in Spiritual Psychology from the University of Santa Monica and has been trained and mentored by numerous leaders in the personal development arena, including Steve Chandler, Byron Katie and George and Linda Pransky. 

Francesco has also founded and represented non-profit initiatives. He has served as outside counsel to the Los Angeles Leadership Academy, a charter school dedicated to training the next generation of social and political leaders, and he is the founder and former Executive Director of SpiritWalk, a non-profit fundraiser created to benefit the University of Santa Monica.    

Francesco’s writing has appeared in The American LawyerCalifornia LawyerSlate, and others. He served as the Supreme Court columnist and Executive Editor of the Harvard Law Record and was the founder and editor-in-chief of the Penn History Review, the first Ivy League journal in the country dedicated to the publication of undergraduate historical research.

Francesco is an honors graduate of Harvard Law School, cum laude, and the University of Pennsylvania, summa cum laude and Phi Beta Kappa.