Forming a Legally Enforceable Contract

by James Blake

The Blake Law Firm, PLLC.

James Blake is a growth-oriented business attorney who strives to be a creative business partner, to identify value-add opportunities, and to crystallize the relationships, structures, and processes that will drive your commercial success. James Blake practices law in Texas and Hawaii, and has protected the interests of businesses across a broad range of industries, including technology, construction, service and retail, food and beverage, franchisors and franchisees, product manufacturers, and investors. His work experience encompasses commercial transactions, litigation, and advising business operations in the U.S., Africa, and Asia. James was an editor of Law Review at the University of Hawaii and conducted international commercial law research for the Institute of Asian Pacific Business Law. He served as the Official Reporter for the 2008 IAPBL China Enterprise Bankruptcy Law Symposium held in Hong Kong, and in the same year worked at a large firm in Singapore. James currently advises clients in international business and investment issues in addition serving his client’s legal and business needs in Hawaii and Texas. Currently based in Austin, Texas, James is an avid writer and enjoys speaking at business-law seminars in addition to his legal practice. In his spare time, James enjoys sculling and kayaking on Ladybird Lake, outdoor photography, and supporting visual and performing arts.

Today’s blog is about the most fundamental issue in contract law: do you actually have a contract? While this might seem like a no-brainer, you’d be surprised at how many sophisticated businesses file lawsuits to dispute particular terms in a “contract” only to get the unpleasant surprise that the disputed terms are moot because there was no legally enforceable contract at all. Here are the necessary elements of a legally binding contract.

Topics: Sales, Business Best Practices, Legal

The IT Nation

by Tommy Wald

White Glove Technologies

Tommy Wald is CEO of White Glove Technologies, a leading IT services firm based in Austin. Wald regularly speaks to Austin professional associations regarding developments in business and computing. He lives with his wife, Michelle, a bodyworker and painter, and his daughter, Sasha, age 9, and son, Devon, age 6. Wald enjoys time with his family and also plays saxophone in a local blues band. A Temple, TX native, Wald began his college on a music scholarship at Temple Junior College before transferring to the University of Texas at Austin. After graduating from UT with a business degree in Accounting and MIS, Wald joined the accounting firm of Peat, Marwick, Mitchell & Co, now known as KPMG, as an Information Systems Consultant. He parlayed this experience into independent consulting before starting a computer backup service company which grew into NETForce Technologies in 1995 and into RIATA in 2001. In 2010 RIATA merged with White Glove Technologies which resulted in creating one of the largest Managed Services Provider in Texas and the US.

I just returned from attending the ConnectWise Partner Summit that was in Orlando this past week. In attendance was over 1400 IT service providers from around the world that focus on managed IT services as their key practice. The bond that connects us is that we all use the ConnectWise Professional Services Automation (PSA) tool that help us run our businesses and provide these services to our clients.

Topics: Technology, Business Best Practices, Blog Posts

Why you should register your out-of-state company doing business in Texas

by James Blake

The Blake Law Firm, PLLC.

James Blake is a growth-oriented business attorney who strives to be a creative business partner, to identify value-add opportunities, and to crystallize the relationships, structures, and processes that will drive your commercial success. James Blake practices law in Texas and Hawaii, and has protected the interests of businesses across a broad range of industries, including technology, construction, service and retail, food and beverage, franchisors and franchisees, product manufacturers, and investors. His work experience encompasses commercial transactions, litigation, and advising business operations in the U.S., Africa, and Asia. James was an editor of Law Review at the University of Hawaii and conducted international commercial law research for the Institute of Asian Pacific Business Law. He served as the Official Reporter for the 2008 IAPBL China Enterprise Bankruptcy Law Symposium held in Hong Kong, and in the same year worked at a large firm in Singapore. James currently advises clients in international business and investment issues in addition serving his client’s legal and business needs in Hawaii and Texas. Currently based in Austin, Texas, James is an avid writer and enjoys speaking at business-law seminars in addition to his legal practice. In his spare time, James enjoys sculling and kayaking on Ladybird Lake, outdoor photography, and supporting visual and performing arts.

Taking shortcuts with your business and legal strategies can get you in trouble. If you are an out-of-state company doing business in Texas, you are a “foreign corporation” that must register with the State of Texas and acquire a certificate of authority under the Texas Business Corporation Act. While some companies may consider shortcutting this requirement, failure to register your foreign corporation will have costly consequences.

Topics: Business Best Practices, Legal, Risk Management

Go beyond brainstorming to solve business problems

by Karen McGraw

Cognitive Technologies

Dr. Karen L. McGraw is the founder and CEO of Cognitive Technologies www.cognitive-technologies.com, a consulting firm specializing in projects, collaborative processes, and organizational effectiveness. She also leads the company’s strategic consulting, process, and performance improvement engagements for both commercial and government clients. During her 29 years of business experience, Karen has managed numerous human performance and strategic projects for non-profits, call centers, manufacturing facilities, print production, shipping warehouses, medical facilities, IT, telecommunications, financial, pharmaceutical, sales and civilian government agencies. She has conducted extensive human capital analysis research that demonstrated the positive correlation of strong human capital management with the ability to meet goals ranging from student performance, to production goals, safety goals, and revenue targets. She is a co-developer of Performance DNA, the leading methodology for analyzing human performance, the Performance DNA Desktop (software), the Human Capital Capability Scorecard and the EASE change management methodology. Karen has published 5 books and numerous articles, and has been an adjunct faculty member for the University of Texas, Arlington and the University of Maryland. Karen holds a doctorate and master’s degree from Texas Tech University, and a bachelor’s degree from the University of Houston. She is a member of the Women’s Business Enterprise National Council-Southwest (WBENC), Women Impacting Public Policy (WIPP), and Impact Austin, a women’s philanthropic organization. Karen is on Linked in: Karen McGraw and Twitter: @CogTechInc.

Business owners solve problems every day—changing a strategy, deciding how to enter a new market, and fixing problems with the launch of a new product. Some of these problems are created by our industry, or competition, or our processes. Some just “happen.” And others – well, if we’re honest, we’ll admit we’ve caused a few of them ourselves.

Topics: Featured, Business Best Practices, Management, Blog Posts, Strategic Planning

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Avoiding litigation with “defensive due diligence” for tech company acquisitions

by James Blake

The Blake Law Firm, PLLC.

James Blake is a growth-oriented business attorney who strives to be a creative business partner, to identify value-add opportunities, and to crystallize the relationships, structures, and processes that will drive your commercial success. James Blake practices law in Texas and Hawaii, and has protected the interests of businesses across a broad range of industries, including technology, construction, service and retail, food and beverage, franchisors and franchisees, product manufacturers, and investors. His work experience encompasses commercial transactions, litigation, and advising business operations in the U.S., Africa, and Asia. James was an editor of Law Review at the University of Hawaii and conducted international commercial law research for the Institute of Asian Pacific Business Law. He served as the Official Reporter for the 2008 IAPBL China Enterprise Bankruptcy Law Symposium held in Hong Kong, and in the same year worked at a large firm in Singapore. James currently advises clients in international business and investment issues in addition serving his client’s legal and business needs in Hawaii and Texas. Currently based in Austin, Texas, James is an avid writer and enjoys speaking at business-law seminars in addition to his legal practice. In his spare time, James enjoys sculling and kayaking on Ladybird Lake, outdoor photography, and supporting visual and performing arts.

The old adage “time is money” is nowhere more true than in the tech industry, where it’s often more advantageous to buyout another company for its technology instead of investing time and money in an in-house development project. Due diligence is generally a process oriented around discovering information about a target company and its technology, but it’s also a delicate process that must be structured defensively to protect a prospective buyer from future litigation.

A prospective buyer takes on great risk in the due diligence process. The process provides the buyer with a wealth of knowledge about the target company’s trade secrets and other confidential information. Where the buyer decides against acquisition, the target company might sue for willful misappropriation if it believes that the prospective buyer later infringed upon intellectual property revealed in the due diligence process.

To guard against future lawsuits and to fortify available defenses, prospective buyers should design and implement multiple mechanisms of “defensive due diligence.” The first step in this process is to define the essential goals of the acquisition, specifically identifying the scope of the technology that the buyer wishes to obtain and the purpose that technology will serve for the buyer. Providing this limited focus for your due diligence team will prevent inadvertent discovery of extraneous confidential information that might later become the subject of a lawsuit.

The second step is for the prospective buyer to identify and document all of its own prior or current efforts to develop technology similar to the other company’s targeted technology. Thorough documentation of the buyer’s concurrent technology development will provide the front line of defense in a lawsuit alleging that the prospective buyer misappropriated the target company’s intellectual property.

A third and critical step is to plan the methods of holding, transferring, and communicating the acquired information among and between due diligence team members. This is imperative to protect the information from leaking outside of the due diligence team. Also, if the prospective buyer decides against acquisition, all confidential information must be destroyed – a daunting (and sometimes impossible) task if the document management and communication systems are not strictly structured and implemented.

As with any endeavor, a business seeking to obtain technology through merger or acquisition must “look before it leaps” to safeguard against future legal woes. While a large part of the due diligence process involves an “offensive” strategy of discovering a target company’s weak points, it’s also important to have a good “defensive” game, too. A comprehensive defensive due diligence strategy that includes the three steps outlined above can prevent many future lawsuits from emerging and can provide the elements of a strong defense when litigation rears its ugly head.

Topics: Technology, Business Best Practices, Legal, Strategic Planning, Articles, Risk Management

5 ways to prevent excessive costs in your construction project

by James Blake

The Blake Law Firm, PLLC.

James Blake is a growth-oriented business attorney who strives to be a creative business partner, to identify value-add opportunities, and to crystallize the relationships, structures, and processes that will drive your commercial success. James Blake practices law in Texas and Hawaii, and has protected the interests of businesses across a broad range of industries, including technology, construction, service and retail, food and beverage, franchisors and franchisees, product manufacturers, and investors. His work experience encompasses commercial transactions, litigation, and advising business operations in the U.S., Africa, and Asia. James was an editor of Law Review at the University of Hawaii and conducted international commercial law research for the Institute of Asian Pacific Business Law. He served as the Official Reporter for the 2008 IAPBL China Enterprise Bankruptcy Law Symposium held in Hong Kong, and in the same year worked at a large firm in Singapore. James currently advises clients in international business and investment issues in addition serving his client’s legal and business needs in Hawaii and Texas. Currently based in Austin, Texas, James is an avid writer and enjoys speaking at business-law seminars in addition to his legal practice. In his spare time, James enjoys sculling and kayaking on Ladybird Lake, outdoor photography, and supporting visual and performing arts.

Large construction projects come loaded with latent risks that could lead to project failure or excessive cost due to the interdependent relationships of material suppliers, sub-contractors, general contractors, architects, and engineers. Some of these risks may be mitigated through no-cost contract and process controls, while other risk management methods will inevitably add expense to your project. The best strategy to protect your project against failure or runaway costs will likely include a combination of techniques, including some of the methods described below.

Topics: Featured, Business Best Practices, Legal, Articles, Risk Management

Does technology help, hurt or just get in the way?

by Bruce McGraw

Cognitive Technologies

Bruce A. McGraw is COO for Cognitive Technologies, a WBE/DBE consulting firm delivering project management, collaborative processes, and organizational effectiveness consulting to commercial and government clients. Mr. McGraw is a program manager with over 20 years of experience across multiple industries. His ability to craft pragmatic solutions to meet project goals, coupled with experience in all aspects of management, enables him to meet customer expectations with on-time, within-budget deliveries. He has a successful track record leading mixed teams, consisting of client and vendor resources, to accomplish project and business goals. Previously, Mr. McGraw was a Director for Cap Gemini, where he led successful multi-vendor client project teams in strategy, requirements, assessments, and implementations. Prior to Cap Gemini, he served as a Staff Director for Bell Atlantic (now Verizon), where he was the chief architect and program manager for the implementation of a web-enabled enterprise solution, and the program manager for a $200M program requiring management of a cross-functional team and external vendors. Mr. McGraw holds an MS in Technology Management from the University of Maryland's University College and a BS in Business from the University of South Carolina. Mr. McGraw is a certified Project Management Professional (PMP) and is an active member in the technology community as an author and speaker. As a thought leader he has authored numerous articles and presented workshops in a variety of topics, including PMOs, predictive schedules, and managing virtual teams. He currently authors a blog at http://FearNoProject.com.

I must first admit something – I am a techie guy. I like to see new technology and figure out how it can be applied to solving real problems. Now that I have admitted that – I talk with lots of executives who struggle with technology and some who even tell me “business was better in the old days when we didn’t have computers and high tech.”

Topics: Featured, Technology, Business Best Practices, Blog Posts

Exception reporting: a business owner’s key to staying focused

by Mike Wilke

River City CFO Services, Inc.

Mike Wilke is the president of River City CFO Services, Inc. and is a 15-year resident of Austin. Born and raised in Wisconsin, Mike has lived in Sierra Vista, Arizona (twice), Charleston, South Carolina and has commuted across the Arizona\Mexico border for three years. He is a graduate of Charleston Southern University (Bachelor in Business Administration\Accounting) and the Racine Technical College. During a 30 year career, Mike has worked with businesses and non-profits ranging from start-ups to organizations with a world-wide presence. His broad industry experience includes manufacturing, services, distribution, government contracting and non-profits. He has held progressively responsible management and executive level positions in Finance, Accounting, Operations, Administration, Business Development and Strategic Planning. He founded River City CFO Services, Inc. in 2008. Mike’s inspiration for the company is rooted in the belief that smaller organizations are generally “resource starved”. Smaller organizations often cannot afford (nor do they have a full-time requirement for) professional staff members such as a CFO, Human Resource Director or Quality Manager, etc. His vision was to start a business that would provide owners of smaller organizations affordable, professional level CFO services, on a part-time basis. Mike is recognized by the CEOs he has worked for as “. . . a guy who has no agenda other than to watch my back . . .” In his spare time he has been active as a volunteer, supporter and advocate for several organizations including: Meals-On-Wheels and More, Lifeworks (Adult Literacy Tutor) and a local Food Pantry\Bank.

Business Owners, do you share any of these frustrations?

Topics: Operations, Featured, Business Best Practices, Blog Posts

The power of a cash flow dashboard

by Philip Campbell

Consultant, Author

Philip Campbell is a CPA, consultant, and author of the book A Quick Start Guide to Financial Forecasting: Discover the Secret to Driving Growth, Profitability, and Cash Flow Higher. This new book provides a straightforward, easy-to-understand guide to one of the most powerful financial tools in business: a reliable financial forecast. He is also the author of the book Never Run Out of Cash: The 10 Cash Flow Rules You Can’t Afford to Ignore. The book is a step-by-step guide for business owners and managers who want to better understand and manage their cash flow. Since 1990, Philip has served as a financial officer in a number of growing companies with revenues ranging from $5,000,000 million to over $1,000,000,000. He has been involved in the acquisition or sale of 33 companies (and counting) as well as an IPO on the New York Stock Exchange. Philip loves helping entrepreneurs and business owners think strategically about the financial side of their business. His consulting work is focused on providing the financial insights that leaders need to increase profits, improve cash flow, and enjoy the fruits of financial success in business. What really sets Philip apart from the average financial person you meet is his passion and excitement about helping entrepreneurs and CEOs take control of their cash flow. In fact, early on in his career, he focused and “preached” so much about the importance of cash flow that people now call him CASH. Philip is the founder of Financial Rhythm, a website devoted to people who are serious about creating financial health, wealth, and freedom in their business. If you're an entrepreneur or business owner, Financial Rhythm is a place to get simple, actionable strategies for creating a financial future that is bigger and brighter than your past. Philip lives in Austin, Texas. You can email Philip at pcampbell@pdq.net.

Insight and focus are two powerful tools for improving your business and increasing its ability to generate more and more cash over time.

Topics: Business Best Practices, Management, Accounting & Finance

Using a 13 week cash flow forecast to manage your business

by Sam Thacker

Business Finance Solutions

Sam Thacker is a partner in Austin Texas-based Business Finance Solutions. He has spent the last 16 years in the banking and finance industry as a commercial lending officer, banking consultant and advocate for small business financing. He has originated over $400 million in loans to hundreds of businesses in many industries. Sam has been on the financing end of numerous businesses over his banking career. Sam is a nationally respected working capital finance professional and writer. In addition to helping small companies obtain working capital financing using a variety of assets, Sam writes a widely read finance column which appears three times a week in many traditional and online news outlets throughout the United States. He writes about the challenges of small business finance, accounting, and best business practices. He has been praised by readers for his ability to explain a complicated financial concept in easy to understand terms. Sam also writes a once a month business column for the Austin Business Journal . Sam regularly teaches classes at Texas State University’s Small Business Development Center (SBDC) on financing small businesses, financing government contracts, and other topics of interest to small businesses.

Having a current and detailed cash flow forecast can mean the difference between thriving and closing your doors in a rough economy. Even in a fast growing business having a strong cash flow forecast can mean insuring that ever changing working capital needs will be met.

Topics: Operations, Business Best Practices, Accounting & Finance

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