Copyright Law and Ownership of Software

I have a new podcast over at Tech{dot}MN. I interviewed Ray Bonnabeau of Hellmuth & Johnson about what software companies need to think about to make sure they truly own the software code the are using and creating. Ray is a really smart guy and the topic is something that is overlooked so frequently by new companies. Copyright law assumes ownership by the author, so the code you hired an independent contractor to create may not be yours.

Have a listen to “Copyright and Ownership of Software: Where Did We Get This Code Anyway?”


New Podcast on TechdotMN

I had the pleasure of talking to Harold Slawik of New Counsel about choice of entity, funding and securities law issues for startups. Check out the article and podcast at TechdotMN.


TECH{dot}MN Podcast with Justin Porter

Jeff Pesek and I recently interviewed Justin Porter who works with the University of Minnesota Office of Technology Commercialization. The OTC harnesses some great innovation that comes out of the University and helps bring it to market by either licensing it, or finding the right people to help start a new company to develop it.

Check out the podcast here at TECH{dot}MN

Check out the University of MN OTC here.


Don’t Confuse Your Attorney With A Paper Dispenser

There are a number of sources of free legal documents and free or cheap legal document generators online. This is overall good news and should not in any way be a real threat to attorneys. But people often confuse a document for a solution to a legal problem. In order for the document to be useful, it has to say what you want it to say. You have to know what it is you want to accomplish with this document. Knowing when a document works requires a skill that a document generator cannot provide.

Software programmers would not insert any old code to try to accomplish a specific task. It takes a fair amount of skill to determine if source code can be reused from one program in another without causing problems. Blindly copying legal documents is not any different. If the document doesn’t do exactly what you want it to do, you might be in a worse situation. But like programmers, attorneys do reuse “code” and free and readily available documents help to do that. The “code” is on legal documents is English (sometimes barely recognizable). But the danger for the do-it-yourselfer is not knowing or not caring what the legal code on that document means.

For example, Legalzoom offers incorporation and trademark registration services. But Legalzoom doesn’t offer any advice on what kind of application to file, whether its necessary to file, how to get value from that piece of paper or how to make sure your newly formed company actually complies with state law. They basically guide you through the form and check spelling, which at any price is pretty expensive. A better value would be to buy a book by Nolo Press (which are for the most part really good) and gain enough understanding to do it yourself; or save up your money and hire an attorney. For both corporations and trademarks, obtaining the piece of paper is only a small fraction of the work. If you ignore the rest (compliance, usage etc.), the paper is worthless. Paper is cheap. Know-how costs extra.

Nevertheless, there are things that make sense to do yourself and not hire an attorney. For my own clients, if there are things that are routine, I may offer to advise them on a strategy and propose a form or policy that they can reuse. I also might suggest having them draft a document and then simply have me review it for potential problems. I would rather see them save some money on legal fees now and still be in business years later to hire me for matters that might demand more attention. The value in hiring an attorney is not to have access to a paper dispenser, but to have access to advice.


LLC or C-Corp? A New Post at Tech{dot}MN

My latest post compares two of the more common business entities. It is definitely not a full picture of business entities, but I wanted to pick two popular entities that were on different ends of the spectrum for complexity and administrative burden. Minnesota LLCs being on the relatively cheap and easy side, Delaware Corporations requiring a bit more finesse. Both can be good choices, but neither fits in all situations.


New Post at TECH{dot}MN

My second post at TECH{dot}MN is a quick overview of various employment agreements that can get you into trouble if you ignore them. Anyone starting a new business needs to review what agreements they have signed with their former employer.

More at TECH{dot}MN


Trade Secrets: The Other Intellectual Property

I have a short article over on TECHdotMN about why new businesses need to have a plan to protect trade secrets.


Launch of TECHdotMN

I am pleased to announce the launch of the TECHdotMN blog. This is a collaboration between a number of people who are interested in startups and technology in Minnesota. I will be contributing as the legal correspondent. There are already a number of local startup spotlight posts written with much more to come. Here is a link to my “welcome post.”

TECHdotMN


IPOs for Patents?

According to the CNN.com article, “The first financial exchange to sell patent-licensing rights, poised to launch early next year, is being greeted by both optimism and concern.” The concept is intriguing, especially considering that the costs associated with prosecuting, maintaining and enforcing patents can be as much as starting some companies.

Link to the story.

Hat Tip to Zies, Widerman, Malek for posting a link to this story on Twitter.


MinneBar was a success!

I just wanted to say that the MinneBar event hosted by Best Buy yesterday was a great success. There were lots of great presentations and discussions. But most of all, there seemed to be an excitement and energy about building a startup and technology community in the Twin Cities that I hadn’t felt or noticed before. Congratulations to everyone who helped make it happen!