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 companies 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 companies 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 companies 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 companies 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.