Take it to the bank, tech entrepreneurs

Last byte | A conversation with lawyer Edwin Miller Jr.

True. A lot of professors at top universitiesare starting companies. They're the onesat the forefront of science and engineeringdevelopments. Guys with maybe 190 IQs oftendon't know the first thing about any of this.You need to know how to finance the company,handle the technology and intellectual property? making sure the company owns the intellectualproperty. You want to do all the legalfundamentals correctly. Even very smart peopleare really quite unsophisticated about this. One huge pitfall is on the intellectualproperty side. There are certain things youneed to do to secure patent protection foryour invention. If you do them wrong, youcan basically end the show right there. Inacademia, there's always the temptation topublish your great idea. If you publish yourinvention in some public journal, you blowforeign rights and you may even blow U.S.rights. That's death knell No. 1. Just about everybody uses open-sourcesoftware. But if you use it in a certainway in your product, you essentially might beobligated under the open-source softwarelicense to publicize the things that you do ormake those things available to the public.There are ways to deal with that ? say, byisolating the code that is proprietary from theopen-source code. You need the advice of alicensing lawyer and software developers whoknow what they're doing. Ideally, you want people with experiencehaving done something similar.Inventors typically aren't great businessmen,so you want a team that can cover all thevarious functions. It doesn't have to be abig team, but it should have experiencedpeople. There's a difference between whatyou give potential backers in a first meetingand the full business plan you give themlater. A business plan should resemble aprospectus for an initial public offering butwithout the extreme polish, the legalese andthe detail. You want to give a backgroundabout the industry, pointing out what itdoesn't do well and how you've figured out away to solve the problem. You need todescribe it but not on a very technicallevel. You also need to describe the managementteam and give some financialprojections going forward. If you're just batting aroundideas, you don't want to go running to alawyer. But once the concept starts to getserious and you're committing real time andenergy and the project is coming together, it'svery important to go to a lawyer because youcan make some serious mistakes very earlythat you can't recover from. You have to preparein advance for when things aren't goingright.
Edwin Miller Jr., of law firm Sullivan and Worcester LLP in Boston, has
practiced corporate and securities law for more than 30 years. He has represented
emerging and established technology companies on their financing,
technology transfer, and mergers and acquisitions activities. His new book,
"Lifecycle of a Technology Company," is a step-by-step guide that offers legal
and business advice to anyone contemplating starting a technology company.
The book provides advice for a company from start-up to sale. Associate Editor
David Hubler recently spoke with Miller about his book.


Q: You imply that many entrepreneurs don't
have a clue about forming a company.


Miller:












Q: What are the biggest pitfalls in starting a
business before consulting an attorney?


Miller:











Q: You warn against the use of open-source
software. Why?


Miller:












Q: What attributes should an owner look for
in potential partners?


Miller:









Q: What makes a good business plan to
show investors?


Miller:















Q: At what point should entrepreneurs
seek the advice of a lawyer?


Miller:









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