This webinar provides an overview of key considerations for turning an idea or product into a business, including selecting a business structure, creating a business plan, building a team, financing options, protecting intellectual property, and hiring and compensating employees. The webinar is part of a series on business advice from start-up to sale. It features a panel of experts including an attorney, business professor, and intellectual property consultant who discuss topics like the advantages and limitations of different business entities and financing strategies for new ventures.

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

4. 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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5. Meet the Faculty
MODERATOR:
Norrie Daroga - Sugar Felsenthal Grais & Helsinger LLP
PANELISTS:
Steven Stralser - Thunderbird School of Global Management
Ada Nielsen - The Peregrine Maven Group
Keith Baxter - Boyle Fredrickson, S.C.
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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 legal entity (LLC, Partnership, S Corp, C Corp, Non-Profit) for the business. Another critical
action item is to consider steps to protect intellectual property 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 may need assistance with. This
webinar provides an overview of these topics and shares some best practices with regard to
them.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business
owners, and executives without much background in these areas, yet is of primary value to attorneys,
accountants, and other seasoned professionals. 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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7. About This Series: Business Advice – From Start Up to Sale
Startups begin with an idea and a dream, which germinates into a plan, and eventually
becomes your full-time job. “Owning” a business does not make one an entrepreneur; many
professionals (lawyers, doctors, lawyers, real estate agents, trades) offer services and get
paid for their skills. Owning a start-up is about turning an idea into a specific product or
service, meeting several milestones in disparate areas of expertise, and learning how to deal
with “false-bottoms” and “imaginary summits” that accompany the many failures and
accomplishments Founders experience. Startups require a blend of advisors and partners,
who ebb and flow through the Founders’ lives. Data demonstrates that Startups that have
more than one Founder have considerably higher odds of being successful, indicating a
strong need for support, encouragement and honest feedback that can only come from
someone who is sharing the same highs and lows. Finance and legal expertise are early
skills that most Founders require assistance with, then product design and development, sales
and marketing, team building and retention, funding, customer support …. The boxes are
many and need to be checked off multiple times in a Founder’s journey.
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8. Episodes in this Series
#1: Turning an Idea or Product into a Business
Premiere date: 4/13/21
#2: Roadmap to Selling a Business or Taking on Outside Investors
Premiere date: 6/8/21
#3: Roadmap to Growing Your Business by Acquisition
Premiere date: 7/13/21
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9. Episode #1
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
Norrie Daroga - ndaroga@sfgh.com
Norrie enjoys working with clients to solve complex problems in real estate, business
transactions and licensing of emerging technologies. As an engineer, lawyer, and
entrepreneur, he provides practical, client-focused advice driven by a career as outside and
in-house counsel in the financial services industry.
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34. About The Faculty
Steven Stralser- strasler@gmail.com
Steven Stralser is Professor Emeritus at Thunderbird School of Global Management, and previously, was a
member of the faculty at The University of Arizona where he taught Marketing and Entrepreneurship and
awarded “Faculty of the Year” for teaching excellence in the U of A’s nationally-ranked Berger
Entrepreneurship Program and received the Bobcat Senior Honorary Faculty Award. In addition to academic
credentials, Dr. Stralser been an entrepreneur and has held high-level marketing and consulting positions in
business, industry and non-profit organizations, most recently as past-President and Charter Member of TiE-
AZ, (www.tieaz.org) (The Indus Entrepreneurs) recognized as the leading globally-focused organization that
advances entrepreneurship internationally, nationally and locally. Dr. Stralser served as a member of the
Chairman’s Quality Committee of BannerHealth (formerly Samaritan) Health Systems, the largest healthcare
provider in Arizona. Dr. Stralser served on the Board of Surgical Specialty Hospital of Arizona, and serves as
a Board member for Flexxcoach, (www.flexxcoach.com) an e-learning company focused on sports coaching
education and player development. In 2007 Dr. Stralser joined the Board of Directors of Salt River Devco, the
commercial real estate development arm of the Salt River Pima-Maricopa Indian Community.
To read more, go to: https://www.financialpoise.com/webinar-faculty/steven-stralser/
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35. About The Faculty
Ada Nielsen – ada@peregrinemaven.com
Ms. Ada C. Nielsen is Managing Director of The PeregrineMaven Group. She created The
PeregrineMaven Group to commercialize inventions, & improve profitability for new &
established businesses, products & services. In addition, she provides practical training to
sustain the business/technical cultures of creating and protecting trade secrets. She has
commercialized dozens of inventions & created new ventures in chemicals, materials &
energy – as well as in other market areas. She has been successful working for major
companies (such as Amoco, BP, Nalco Chemical Company & Chemical Waste Management)
in business development, finance, sales & marketing – measured by commercial success &
an improved bottom line. She leads the implementation of virtual chat rooms for Milwaukee
Women (where she is also a member).
To read more, go to:https://www.financialpoise.com/webinar-faculty/ada-c-nielsen/
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36. About The Faculty
Keith Baxter – kmb@boylefred.com
Keith graduated from Yale University with an electrical engineering degree and obtained his
law degree at Georgetown University. He has more than 25 years of experience working in
complex technologies including computer architectures, medical imaging and laboratory
instrumentation as well as consumer products ranging from dishwashers to commercial
ovens. His clients include university-based research organizations, startup companies, and
Fortune 500 companies such as Rockwell Automation and Illinois Tool Works. Patents has
drafted have brought in over $50 million in licensing revenues. He is currently the president of
Boyle Fredrickson, Wisconsin’s largest dedicated intellectual property firm.
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37. 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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