2. 2 Cleantech Open Confidential Information โ All Rights Reserved
Welcome to the National Webinar Series
โข With the Cleantech Open since 2007
โข Mentor Chair 2007 - 2008
โข Executive Director 2008 - present
MC:
Rex Northen,
Executive Director, Cleantech Open
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Global Partner
4. 4 Cleantech Open Confidential Information โ All Rights Reserved
National Sponsors
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Thank You To All Our Sponsors!
6. 6 Cleantech Open Confidential Information โ All Rights Reserved
The Summer Program โ July โ September 2013
Date Time
(PDT)
Session I โ Worksheets Time
(PDT)
Special Topic Sessions
7/9
1:30 to
2:30pm
Business Model Canvas (Review)
2:45 to
4:00pm
LaunchPad Central (Review)
7/16
1:30 to
2:30pm
Product/Market Fit
2:45 to
4:00pm
Systems Review, PR 101
7/23
1:30 to
2:30pm
Markets and Getting to Them
2:45 to
4:00pm
Term Sheets
7/30
1:30 to
2:30pm
Product/Technology Validation
2:45 to
4:00pm
Alternative Sources of Funding - Grant
Writing / Crowd Sourcing
8/6
1:30 to
2:30pm
Financials Analysis & Planning
2:45 to
4:00pm
Review of Worksheets to date
8/13
1:30 to
2:30pm
Legal Environment, Issues and Risks
2:45 to
4:00pm
Cap Tables
8/20
1:30 to
2:30pm
Management Team
2:45 to
4:00pm
Working with the Utilities
8/27
1:30 to
2:30pm
Sustainability
2:45 to
4:00pm
Tell Your Story, Sell Your Story
(Communicating value to stake holders)
9/10
1:30 to
2:30pm
Last Chance For Questions
2:45 to
4:00pm
9/11
1:30 to
2:30pm
Investor Presentation
Mentor Assessment
2:45 to
4:00pm
Review of Mock Judging, Regional Awards,
Global Forum
7. 7 Cleantech Open Confidential Information โ All Rights Reserved
Session 1: Legal Environment, Issues and Risk
1:30pm โ 2:30pm, PDT
โข 30 year technology industry
veteran, having run global
businesses based in USA and Asia
โข Practitioner Lead Faculty for
Strategy in the School of Business
Speaker:
Niraj Kohli
President, CSC
โข Leads Faegre Baker Daniels'
renewable energy and clean tech
practices firmwide
โข Works with entrepreneurs,
developers, strategic partners and
finance providers on clean-tech
businesses, energy and
infrastructure projects
Speaker:
Robert Anderson
Partner, Faegre
Baker Daniels
8. Cleantech Open
Legal Environment, Issues and Risks
By
Niraj Kohli - University of Phoenix
Bob Anderson โ Faegre Baker and Daniels LLP
9. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Copyright ยฉ 2013 University of phoenix. All rights reserved. Reproduction in copies, distribution to others,
preparation of modified or derivative works, or sublicensing others without express written consent of
University Phoenix is prohibited.
University of Phoenix webinars include content from: businessmodelgeneration.com and from Business
Model Generation: A Handbook for Visionaries, Game Changers, and Challengers [ISBN: 978-0-470-
87641-1] by Alexander Osterwalder and Yves Pigneur, (hereafter referred to as the โWorkโ). Copyright ยฉ
2010 by Alexander Osterwalder and Yves Pigneur. All rights reserved. Used by arrangement with John
Wiley & Sons, Inc. Unless John Wiley and Sons, Inc.โs (โPublisherโ) express prior written permission is
obtained, it is prohibited to (a) remove or alter the authorโs name, Publisherโs copyright notices, or other
means of identification or disclaimers as they appear in the Work; (b) make electronic copies of the Work
other than as permitted pursuant to Section 1.1 of Agreement between Publisher and Apollo Group, Inc.
โ(Apolloโ); (c) mount or distribute any part of the Work on any electronic network (including without
limitation, the Internet and the World Wide Web) other than the Sites; (d) use all or any part of the Work for
the purposes of monetary reward by means of sale, resale, loan, transfer, hire, or other form of distribution
of the Work; (e) distribute the whole or any part of the Work to anyone other than Authorized Registrants (as
defined in the Agreement between Publisher and Apollo; (f) publish, distribute, or make available the Work,
works based on the Work or which combine it with any other material, other than on the Sites as expressly
permitted in this Agreement between Publisher and Apollo.
10. This webinar is a 60-minute meeting presented
as part of the Cleantech Open, which focuses
specifically on Legal Environment, Issues and
Risks for Entrepreneurs and Early Stage
Companies.
Cleantech Open Webinar No 6
by University of Phoenix
11. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Agenda
o Value Creation in context of Legal Environment, Issues and Risks
๏ง 5 minutes
o Legal Issues in context of Investments in Start ups and Early Stage Companies
๏ง 15 minutes
o Legal Issues in context of IP / Operations for Start Ups and Early Stage Enterprises
๏ง 15 minutes
o Legal Issues in Context of Exit Strategy
๏ง 10 minutes
o Summary and Questions
๏ง 5 minutes
12. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Legal Worksheet and Judging Criteria
Worksheets
โข Do You Own The IP?
โข Exclusive License?
โข Patent Landscape/Prior Art Analysis?
โข Is IP Defensible?
โข Do You Have An IP Strategy?
Judging Criteria
โข Is the teamโs IP their own and defensible? Do they have an IP Strategy?
โข Is their corporate and cap structure free of issues?
13. Cleantech Open Webinar No 6
by University of Phoenix
Value Creation in context of Legal
Environment, Issues and Risks
14. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
How to thrive with your Business Model?
Stay Focused on Creating, Capturing and Monetzing Value!
15. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
(VP)
VALUE
PROPOSITIONS
(CH)
CHANNELS
(CR)
CUSTOMER
RELATIONSHIPS
(CS)
CUSTOMER
SEGMENTS
(R$) REVENUE STREAMS(C$) COST STRUCTURE
(KP)
KEY
PARTNERSHIPS
(KR)
KEY
RESOURCES
(KA)
KEY
ACTIVITIES
Customer view โ Front StageOperations view- Back Stage
Economics view โ Business Performance Stage
businessmodelgeneration.com
16. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Questions and Business Issues with Legal Implications?
โข Raising Money / Investments
โข Company Formation
โข Intellectual property
โข Best practices from a contractual stand point
โข Insurance
โข Licensing/Permits
โข Compliance with law, rules and regulation
18. Cleantech Open Webinar No 6
by University of Phoenix
Legal Issues in context of Investments in Start
ups and Early Stage Companies
19. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Investments Issues:
o Capitalization
- Fundamental Financing Concepts
- Characteristics of Equity
- Characteristics of Debt
- Characteristics of Convertible Debt
- Characteristics of Grants
20. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Equity/Convertible Debt Financing Options
Friends and family
21. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Equity/Convertible Debt Financing Options
Venture Angels
An angel is an individual who
provides capital for a business
start-up, usually in exchange
for convertible debt or
ownership equity.
22. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Equity/Convertible Debt Financing Options
Early Stage Venture Capital Funds
23. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Revenue Funding
Grant Funding
โข ARPA-E
โข DoE
โข NSF
โข DoD
โข State Agencies like:
o NYSERDA
o NJ EDA
o CT Innovations
24. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Revenue Funding
Partners (suppliers and customers)
25. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Investments Issues:
o Entity Formation
Types of Entity
1) Corporations
2) Limited Liability Corporation (LLC)
3) Partnerships
26. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
What types of Legal Information is key to a start-up business?
o Capitalization
o Entity Formation
o Control of IP
o Control of Key Personnel
o Other
28. Cleantech Open Webinar No 6
by University of Phoenix
Legal Issues ( Sources of Value Creation and
destruction) in context of IP and Operations for
Start Ups and Early Stage Enterprises
29. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Intellectual Property
Creating and Protecting Value?
30. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Legal Issues in context of IP for Start Ups and Early Stage Enterprises
โข How to Create Value i.e. Do You Own The IP?
โข Exclusive License?
โข Patent Landscape/Prior Art Analysis?
โข Do You Have An IP Strategy?
.
31. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Legal Issues in context of Operations for Start Ups and Early Stage Enterprises
โข Employment Concerns
โข Contracts โ Best Practices
โข Permitting
โข Insurance
โข Property Concerns
โข Working with Lawyers
.
37. Cleantech Open
Webinar 6 โ Legal Environment, Issues and Risks
Create a thriving Business model with help of best legal advice
Corporate Structure and Governance are key at Investment and Liquidity Events
IP Generation and protection is a key source of Value for a Start up business
Operational Issues โ Devil is in the Details
Liquidity Events โ Always keep them in mind
Summary:
42. 42 Cleantech Open Confidential Information โ All Rights Reserved
Worksheet Work โ Week 8/13 โ 8/19
โข Work on ways to reduce legal risks in your business
โ Decide on your legal structure
โ Think through and outline what IP you own and need to protect
โ What is your IP Strategy going forward & how do you intend to
protect it
โข To prepare for next week: Review of your team
โ What skills are missing from your current team to achieve the 18-
month milestones successfully?
โ Have your thought about how you will fill those gaps? Advisors?
Consultants? Team Members?
43. 43 Cleantech Open Confidential Information โ All Rights Reserved
As of August 13th โฆโฆ
Complete Business Model Canvas and Worksheet (wiki)
Complete Product/Market Fit Worksheet (wiki)
Complete Markets and Getting to Them Worksheet (wiki)
Complete Product/Technology Validation Worksheet (wiki)
Draft (almost final) of Financials Worksheet (wiki)
Thinking of legal structure & IP (wiki)
Be posting your answers to your online worksheets (Dashboard)
Remember there are character limits to the answers
44. Session 2 will start at 2:45pm PDT
3:45pm MDT, 4:45pm CDT, 5:45pm EDT
45. 45 Cleantech Open Confidential Information โ All Rights Reserved
Session 2: Cap Tables
2:45pm โ 4:00pm, PDT
โข Concentrates on strategic business
counseling for emerging growth
companies and investors at all
stages of development
โข Speaker on issues related to
venture capital, emerging growth
companies, life sciences, public
securities and entrepreneurship
Speaker:
Deborah Marshall
Partner
Sidley Austin LLP
โข Works with business and
transactional matters
โ technology transactions
โ energy project developments,
complex secured and unsecured
debt financings
โ general corporate matters
Speaker:
Ilan B. Hornstein
Associate
Sidley Austin LLP
47. 47 Cleantech Open Confidential Information โ All Rights Reserved
September 10th Deliverables
Tuesday, September 10, 11:59pm, Pacific Daylight Time
โข Deadline for submitting your completed worksheets and required
additional documents
โ Eight (8) worksheets in your dashboard, plus
โข Business Model Canvas - If you are using LaunchPad Central, export
your Business Model Canvas from the system then convert to pdf
before uploading.
โข Financial Projections
โ Executive Summary
โ Investor Presentation โ but you can fine tune until October
Go to โSeptember 10th Deliverablesโ on Accelerator wiki homepage
for templates & list
48. 48 Cleantech Open Confidential Information โ All Rights Reserved
Reminders
โข Be posting your answers to the online worksheets โ accessed
through your Dashboard
โข Work on your worksheets โ keep up each week, it will make it
easier
โข Complete webinar survey for August 13th
โข Next webinar is Tuesday, August 20th
โ Check your Accelerator wiki http://wiki.cleantechopen.com/accelerator-
wiki/2013-webinars/ for updates on webinars
โ Session 1: Management Team - 1:30pm to 2:30pm, PDT
โข Speakers: Niraj Kohli, President, CSC
โข Be sure to send in your top 3 expectations you have for the next
worksheet webinar. Link is in the August 20th Session 1 webinar
โ Session 2: Working with the Utilities - 2:45pm-4:00pm, PDT
Editor's Notes
Progressive de-risking of company from concept to a venture that will achieve investment and/or sustainable revenueTraining materials, activities & workshops are integrated with these 10 steps Product-Market Fit helps each company ensure that they have identified the correct market for their product(s)/service(s) and are ready to make appropriate adjustments. 2) Technology Validation ensures that their product(s)/service(s) will credibly meet the requirements of investors and customers. 3) Business Model covers all key aspects of who and how and where money will be made, and how the product will be delivered. 4) Markets and Getting to Them covers the key, crucial steps needed to get a new product into the market (an enhanced version of โGo To Market Strategyโ). 5) Finances & Funding focuses on producing credible financial projections. 6) Legal provides an introduction to intellectual property protection and the corporate structure required to minimize risk and provide the legal underpinnings for success (important steps often overlooked by entrepreneurs). 7) Execution and Team to Execute introduces the importance of building a strong, relevant team with the specific skills needed to hit the major milestones needed as the startup grows. 8) Sustainability introduces the importance of business practices that will improve the companyโs profitability while reducing its environmental impact. 9) Presentation works on the content and skills for excellent investor/customer presentations. 10) Assessment & Review guides each entrepreneur through the importance of careful review, and provides the platform for review and refinement of the programs themselves.Physical and virtual business clinics are one-on-one sessions for each participating startup with experts from sectors such as law, marketing, design, manufacturing and finance.
This webinar will focus specifically on sources of value and destruction in context of Investment, Intellectual Property, Operations Issues and Liquidity Events with help of Legal Advisor.
Our agenda for todayโs topics in this webinar focus on the following:- Value Creation and understanding sources of value / destruction in context of Legal Environment, Issues and RisksLegal Issues in context of Investments in Start ups and Early Stage CompaniesLegal Issues in context of IP / Operations for Start Ups and Early Stage Enterprises- Legal Issues in Context of Exit Strategy and Liquidity Events- Summary and Questions
We move on to Webinar no 5 from where we left off last week on Finance and Funding Webinar. You shared with us what you liked about the Webinars and how we can make them more helpful. Todayโs Webinar is to Legal Issues in context of Value Creation and being mindful of what can lead to destruction. The goal is to not only link the Webinar content to the Worksheets that you are required to complete and Judging Criteria but also being mindful of protecting oneโs interest if and when you exit.
Stay focused on Creating, Capturing and Exit Points in context of Value Creation while starting and building the business.Legal Environment, Issues and Risks- Investments Issues ( Capitalization) - IP / Operational Issues- Liquidity EventsInvestments - One of the ways to capture value is through Capitalization. Exampleโฆ.2) IP / Operational Issues โ Operational efficiencies and effectiveness by business that can positively result in creation of Industry / Industries. Exampleโฆโฆ.Rise of Wafer Foundaries and Subcontractor Back End Manufacturing companies in a highly capitalized industry such as semiconductor industry.3) Liquidity Events โ Instead of selling products / services one can consider financing the products and services over shorter or longer time frame. โ Exampleโฆ.Automobile Sales to Consumers, Structure of business and or doing business within a given Industry.
The Canvas consists of nine building blocks, which are described from Right to Left (Front Stage and Back Stage) and then at the bottom Front Stageโฆโฆ..On the Right are four building blocks that form what can be called a customer view. These blocks include Customer Segments (CS), Value Propositions (VP), Customer Relationships (CR), and Channels (CH).On the Left are three building blocks that form what can be called the operations view. These blocks are Key Activities (KA), Key Resources (KR), and Key Partnerships (KP). At the bottom of the Canvas are two blocks that make up the economics view: Cost Structure (C$) and Revenue Streams (R$).The Canvas should be seen as a visual representation of the flow from suppliers to customers supported by economic elements. The organization of the elements is set up to be developed from right to left and then interpreted left to right. Like a painting it may not make sense until all elements are in place and the whole of the picture is seen through the interaction of the parts. In the following discussion we will look at each in more detail.Companies with Successful Business Models โ Apple, Intel, Google and Power Assure (Smart Power Management - Dashboard)
Liquidity EventsIPOThe โHoly Grailโ of exit strategiesNot as prevalent as in the past - markets are cyclical, but sometimes it is difficult to time the marketLockups may restrict insiders2. Sale of the CompanySale to a Strategic Partner - Often an investor and Strategic Partnerb) Might be structured as an asset sale rather than a stock salec) Often to a foreign company looking to come into the US marketplace - or to a foreign company in the market territory in which the company is selling its goods / servicesd) Beware of non-competes, claw-backs, reserves and holdbacks3. LicensingLicensing the companyโs technology might be a good exit strategyLikely exclusive, by Fields of use, industry market segment and territory
