Building the infrastructure of a business around a product or service requires detailed focus upon items that are not intuitive. An early decision which founders must make is the selection of a legal entity (LLC, Partnership, S Corp, C Corp, Non-Profit) for the business. Another critical action item is to consider steps to protect turf by keeping copycats away, to the extent possible (i.e. with copyrights, trademarks, patents, non-disclosure agreements, among other things). Hiring and incentivizing employees and finding a way to finance the business are examples of other key areas that founders need to get right. This webinar provides an overview of these topics and shares some best practices with regard to them. Part of the webinar series: THE START-UP / SMALL BUSINESS ADVISOR 2022 See more at https://www.financialpoise.com/webinars/

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Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.

3. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
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Thank you to our Sponsor, Sunburst Digital.

5. Meet the Faculty
MODERATOR:
Robert Londin - Jaspan Schlesinger LLP
PANELISTS:
Ada C. Nielsen - The Peregrine Maven Group
Michael D. Weis- Firsel Ross & Weis
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6. About This Webinar
Turning an Idea or Product Into a Business
Building the infrastructure of a business around a product or service requires detailed focus
upon items that are not intuitive.
An early decision which founders must make is the selection of a legal entity (LLC,
Partnership, S Corp, C Corp, Non-Profit) for the business. Another critical action item is to
consider steps to protect turf by keeping copycats away, to the extent possible (i.e. with
copyrights, trademarks, patents, non-disclosure agreements, among other things). Hiring and
incentivizing employees and finding a way to finance the business are examples of other key
areas that founders need to get right. This webinar provides an overview of these topics and
shares some best practices with regard to them.
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7. About This Series
Most startups are not destined to become billion dollar unicorns. Most, in fact, will fail and
most of those that survive may never be more than small businesses. Whether and to what
extent a startup will be successful depends on many factors. One set of factors is the
foundational pillars on which the company is built, and includes things such as the company’s
capital structure, financial controls, human capital, management/founder talent, market niche
(and barrier to entry), financing growth, managing burn rate, and marketing functions. This
series explores each of these topics, giving startups, entrepreneurs, and their advisors useful
tools and insight into how they can build a foundation for success.
As with every Financial Poise Webinar, each episode is delivered in Plain English understandable to investors, business
owners, entrepreneurs, and executives without much background in these areas, yet is also valuable to attorneys,
accountants, and other seasoned professionals. And, as with every Financial Poise Webinar, each episode brings you
into engaging, sometimes humorous, conversations designed to entertain as it teaches. Each episode in the series is
designed to be viewed independently of the other episodes so that participants will enhance their knowledge of this area
whether they attend one, some, or all episodes.
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8. Episodes in this Series
#1 The Very Basics: Forming the Business
Premiere date: 2/15/22
#2 Raising Capital: Negotiating with Potential Investors
Premiere date: 3/15/22
#3 What Every Founder/Entrepreneur Must Know
Premiere date: 4/26/22
#4 Turning an Idea or Product Into a Business
Premiere date: 5/24/22
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9. Episode #4
Turning an Idea or Product Into a Business
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10. Topics Discussed
• Starting versus Acquiring a Business
• Types of Businesses and affect on Legal Structure
• Business Plan(s) and how they Pivot
• Building the Team

11. Startups versus Acquisitions
• Own idea or personal skills
✓ Innovation
✓ Cheaper/Better/Faster
• Opportunity to buy existing business
✓ Owners’ exit
✓ Failing business
• Legal structure (discussed later)
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12. Types of Businesses
The type of business or product shapes the emphasis and priorities.
• Product vs. Service
• Consumer vs. B2B
• Intellectual Property Licensing
• Niche Markets
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13. Creating a Business Plan
• Software available
• Simple vs. complex plans
• Elements of plan
✓ Vision/Values
✓ Competencies
✓ Key Markets
✓ Sales/Marketing/Tactics
✓ Target Customers
✓ Financial Planning/Funding
✓ Key Measurables and Timelines
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14. SWOT Analysis
• Who needs your product or service?
• Who will pay for it?
• How much will they pay?
• Who else offers product or service?
• Why would someone pay for yours vs. competitors’?
• Is market large enough to support multiple players?
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15. Team
• Hire vs. Outsource
Confirm experience whether hiring or outsourcing
• Space Planning
• Critical Roles – Lead or Delegate
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16. Know Before You Go
General Business Considerations:
• Business Plan with Forecast & Cash Flow
• Personal Commitment required (time and money)
✓ Full Time Job or Hobby?
✓ Personal investment cap?
• Partner / Co-Founder / Family members involved?
• Lifestyle or Build and sell
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17. Advisors
• Professional help – when and who:
✓ Bookkeeping & Taxes
✓ Human Resources
✓ Legal
✓ Insurance
✓ Marketing
✓ Communications / Public relations
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18. Business Structures
• There are many legal structures. Which one is right for you depends upon your business.
✓ Sole Proprietor
✓ Partnership
✓ LLC
✓ Corporation (C-corp. & S-corp.)
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19. Sole Proprietor
• Advantages and Limitations of a Sole Proprietorship.
✓ Sole Control and Management
✓ Ease of Formation
✓ Single tax entity (no double taxation)
✓ Personal Liability for business debts due to lack of corporate formalities
➢ Generally Avoid (personal liability if default on business obligations or if product
could cause harm)
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20. Partnership
• Advantages and Limitations of a Partnership.
✓ Informal Management & Growth
✓ Ease of Formation
✓ Single tax entity (no double taxation)
✓ Personal Liability for business debts
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21. Corporation
• Advantages and Limitations of a S and C corporation.
✓ Structure
✓ Filing Requirements
✓ No Personal Liability
✓ Taxation Differences
✓ Corporate Formalities
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22. Limited Liability Corporation
• Advantages and Limitations of a Limited Liability Company.
✓ Similar to a Corporation
✓ Limited Personal Liability
✓ Fewer Corporate Formalities
✓ Operating Agreement
✓ Ownership Transfer Requires Consent
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23. Financing Your Business
• You need money. Amount and Duration of capital needs may dictate appropriate sources
of funds.
• Who will fund losses? Do you need to draw a salary?
✓ 401(k) & Home Equity
✓ Friends and Family
✓ Banks
✓ Angel Investors
✓ “Shark Tank”
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24. Personal Guarantees
• Be prepared to pledge personal assets, regardless of corporate structure.
✓ Investors want commitment from entrepreneur
✓ Lenders want alternative source of recovery
• Limiting Guarantee Exposure
✓ Pledge a particular asset (home)
✓ Cap liability at a percentage of Loan
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25. Hiring and Incentivizing Employees
• Considerations when hiring:
• What Role to Fill:
✓ CEO / CTO needed to guide development?
✓ Core competency or necessary evil
• Buy or Rent:
✓ Consultants / temporary employees
✓ Can you outsource
✓ Big firm or small firm experience
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26. Employment Considerations
• Manuals and Records are important and frequently overlooked – plan carefully to avoid
pitfalls that can drain cash at critical growth junctures.
✓ Handbooks, policies and postings
✓ Worker Classifications & workplace safety
✓ Benefits, PTO, EEO and related considerations
✓ Risk Management, insurance, and ADR
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27. Compensation Components
• You decide to hire. How to think about compensation.
• Cash is King! Equity is cheap but be careful…
✓ Fill your blind spot
✓ Will employee provide strategic value?
✓ Product specialist or back office necessity?
✓ Cash, equity or both?
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28. Expertise or Contributor
• Goals of hiring change over time.
✓ Do you want experience or a clean slate?
✓ Do you want a sounding board for fresh ideas?
✓ Do you want independence or an order taker?
✓ Is there a gap in your skill set?
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29. Expertise or Contributor
• Board of Directors and Advisory Board
✓ Industry experts
✓ Lenders
✓ Investors
✓ Trusted resources
✓ Mentor
✓ Lawyer / Accountant
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30. Legal Contracts
• Clearly document relationships to protect your business.
✓ Employment / Independent Contractor Agreement
✓ Proprietary Information Agreement
✓ Invention Agreement
✓ Non-Compete Agreement
✓ Intellectual Property Agreement
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31. Protecting Your Idea
• Protecting the Secret Sauce: Intellectual Property.
✓ Intellectual Property Considerations
➢ What makes your product special
➢ What don’t you want competitors to know
✓ Utility Patent?
✓ Trademark?
✓ Copyright?
✓ Trade Secret?
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32. About the Faculty
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33. About The Faculty
Robert Londin - rlondin@jaspanllp.com
A partner in his firm’s Corporate and Commercial Transactions Group, Mr. Londin counsels
numerous companies in connection with their mergers and acquisitions (both strategic and
financial), financing needs and the execution of their business plans; financial concerns in capital
markets transactions; emerging-growth companies; seed and venture capital clients in connection
with the formation of their investment vehicles and making of their portfolio company investments;
borrowers and lenders in secured financings; and companies and highly compensated executives
in connection with their compensation and separation arrangements. Rob serves as general
counsel to many clients and their senior executives and advisory boards. This general corporate
representation covers day-to-day legal issues as well as strategic planning and business
development extending to acquisition and financing concerns. He also represents technology and
emerging-growth clients in connection with their strategic alliances, technology licensing, mergers
and acquisitions, corporate finance, venture capital, banking transactions and general corporate
needs.
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34. About the Faculty
Ada C. Nielsen- ada@peregrinemaven.com
Ada Nielsen is a consultant (PeregrineMaven Group) who analyzes and evaluates market opportunities for start-ups,
then develops launch strategies that are practical, tuned to the market, and actionable. These skills are also useful for
increasing market presence for current companies.
Previous corporate roles have included monetizing non-strategic projects (in chemicals), defending valuations
successfully in I.R.S. audits, functioning as an angel investor for a large corporation, and creating and leading
international commercialization strategies for inventions. She also worked for a public company in the finance
department, valuing prospective investments, leading the development of the company-wide strategy, and producing the
presentations for Wall Street.
Other experience includes teaching college chemistry (when she was a college dean) and theoretical physical chemistry
at Dartmouth Graduate School. She earned an A.B. in Chemistry at Wellesley College, and an MBA from Chicago Booth
Graduate School of Business with a concentration in Finance and Marketing.
Projects include coaching as well as managing start-ups, generally in B2B, working in-person and virtually from the
Nashville, TN, area. Her LinkedIn profile is: www.linkedin.com/in/adanielsen
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35. About The Faculty
Michael D. Weis - mweis@firselross.com
Michael is a principal of Firsel Ross & Weis, representing privately and publicly held entities in business and
commercial transactions. He has handled the negotiation and closing of hundreds of complex corporate and
commercial real estate transactions both domestically and internationally. Michael's clients span a number of
industries including manufacturing, distribution, real estate, health care, food and beverage, technology, and
professional services. Armed with a wealth of knowledge and experience in corporate, real estate, and finance
matters, including being a Certified Public Accountant since 1985, Michael helps his clients succeed personally
and in business. His corporate experience includes all aspects of mergers and acquisitions, securities, and
corporate governance.
Michael's legal career spans three decades. He focuses on mergers and acquisitions, "Outside General
Counsel" representation, commercial finance, securities, real estate, tax and estate planning, and administration
matters. Prior to joining Firsel Ross & Weis, Michael's practice included 10 years at a boutique firm in Chicago
where he served as chair of the firm's business and transactional practice. Additionally, Michael was General
Counsel for a long-term care organization. He began his legal career with a Chicago-based corporate and
securities law firm, where he was an associate and then a partner.
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36. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
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38. About Financial Poise
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