One of the things I love about the Crocker Fellows course is that we have faculty from five different departments in the room simultaneously (Business, Engineering, Computer Science, Life Sciences, and, of course, Law). Each of the disciplines represented in the room has its own canonical ideas, and listening to those ideas play out is educational for all of us.

For example, today a faculty member invoked the Five Whys (of Toyota fame) in trying to help one of the teams understand the root cause of a problem. Here is the idea, in a nutshell, as stated by Kenichi Ohmae: "If instead of accepting the first answer, one … persists in asking 'Why?' four or five times in succession, one will certainly get to the guts of the issue, where fundamental bottlenecks and problems lie."

A couple of years back, Eric Ries wrote a nice blog post on "The Five Whys for Start-Ups" at HBR, and Jeff Lipshaw noticed the affinity of the Five Whys with the Socratic method. Want a lean startup? Hire a law professor as a manager!

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In the Crocker Fellows class today, we talked about teams. I have blogged about entrepreneurial teams and teams in the classroom, but the Crocker Fellows Program is built on a particular notion of teams, captured by the famous definition of teams in Katzenbach and Smith (1994): "a small number of people with complementary skills who are committed to a common purpose, performance goals, and approach for which they hold themselves mutually accountable." In our class, the teams of five people comprise a mix of majors, including engineering, computer science, business, life science, graphic design, etc.

Chris Mattson led the discussion, using the Nightline episode on IDEO as an illustration. Here it is:

Does anyone use the IDEO shopping cart? I haven't seen any in the US, but there are reports of similar carts in France. And Chris has seen similar carts in China ... so has this guy. If you are interested in more on IDEO, you might also check out Tom Kelly on Stanford's ecorner.

As for the Crocker Fellows, the teams are still in the "forming" stage (see Tuckman's stages of group development), but they are transitioning quickly into the "storming" phase. While I am eager to see what emerges from these teams, I was asking myself some questions today in my observer status:

• What is the role of law and lawyers, if any, at this stage in the innovation process?
• Lawyers work in teams to develop briefs or documents ... is the IDEO process essentially the same as writing an innovative brief or constructing a new deal structure?
• Could we use teams in this way to teach law? (My classroom teams have a more modest function than the teams we are using in the fellows program.)

No answers, yet, but maybe by the end of the semester I will have some more ideas.

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Today in the Crocker Fellows class, we discussed the IMVU case study. IMVU claims to be the "world's largest 3D and dress-up community." 

No, thank you.

But I digress. The point of this post is not to direct you to IMVU, but to link to Stanford's Entrepreneurship Corner, an excellent resource for students of entrepreneurship. In fact, Eric Reis talks about his experiences building IMVU in several videos on ecorner.

Not as flashy as TED, but good stuff.

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This year BYU is inaugurating the Crocker Innovation Fellowships, and I am fortunate to be on the faculty, albeit in a very limited role. Nathan Furr (Business), Marc Hansen (Life Sciences), Chris Mattson (Mechanical Engineering), and Dan Olsen (Computer Science) have been pulling the laboring oars, so far, and I will make my main contributions in the fall semester.

As noted on the Fellowship website, "The goal of the course is to change the way students view the world and inspire the next generation of innovators." Closer to the ground, the year-long course begins this semester with an introduction to innovation, continues over the summer with an internship, and concludes in the fall with the students developing their own innovations. 

As a distant observer, I have been fascinated by the communications among the 20 Fellows as they build their collaborative community. They are sharing all sorts of ideas through Google Docs and LinkedIn, encouraging and correcting and building each other. Their energy is pretty infectious ... and I haven't even been able to meet them in person, yet!

Anyway, you are on notice. Watch for some great new businesses emerging from BYU in the fall 2012 semester.

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Like a lot of us, I've been traveling a lot this summer and have not been blogging the past few weeks.  My apologies. 

At the beginning of the summer, I read a book I had been wanting to read for a long time:  Me, Myself & Bob:  A True Story About Dreams, God, and Talking Vegetables.  The book tells the story of Phil Vischer, the creator of VeggieTales and Bob, the talking, singing, dancing tomato.  If you had children in the late 1990s, early 2000s, then you probably know of VeggieTales.  In these videos, vegetables appeared in stories that paralleled Old Testament stories or more general morality tales.  I knew that for awhile the videotapes and DVDs of these animated shows were ubiquitous, but I didn't know that in 1998, Big Idea (Vischer's privately-held corporation) sold 7 million VeggieTales videos or that Big Idea made the first 30-minute 3-D animated film.  I also didn't know until this year that Vischer lost Big Idea in bankruptcy, and the business (including Bob the tomato) was bought by Classic Media.  Here is an abbreviated version of the story; the book tells the whole thing.  One could chalk it up to the dot-com boom, but the story has a lot more to it.

The book touches on at least 3 themes, all of which are interesting to me:  (1) how does a company go from being a great small company to a great bigger company; (2) how does a company with a social goal avoid mission drift; and (3) how to discern what God wants you to dow with your professional life.  I'll leave #3 to some time when you catch me in person, but I'll touch on #1 and #2.

So VeggieTales was an amazingly successful small company, but tried to grow to be a bigger company.  Yes, we've all heard the stories of companies growing too big, too fast, but what does that mean?  For Big Idea, it meant that the cost-center parts of its budget grew a lot faster than the profit-centers.  HR went up, payroll went up, marketing went up, production values went up, expenses went up, but sales couldn't grow at the same rate.  Vischer talks about "Things I Learned #1:  Never Lose Sight of the Numbers" and "Things I Learned #2:  Ignore the Voice That Says "I Deserve It."  Vischer characterizes himself as a creative person and acknowledges that he lost sight of the numbers.  In his words, he was a Walt Disney who didn't have a Roy:  someone who could tell him when ideas were too expensive, too unrealistic.  He says good ventures have a Walt and a Roy.  If you read the book, you see the train going off the cliff (new fancy building, plans to have the first full-length 3-D animation movie), and you want to yell "Stop!"

The second point is one that my students and I talk alot about in my seminar Law and Microfinance.  How do pro-social firms maintain profits and even go public without losing sight of its mission or can they?  Vischer created VeggieTales because he wanted to provide children with Biblical entertainment that had one message:  God loves you.  During the rise of Nickelodeon and the Disney channel, Vischer felt called to counter what he saw as disturbing media influences on the youth.  As someone who had been obsessed with filmmaking, puppetry and animation his whole life, he thought he was in a position to change the world.  But, as the company grew and hired employees, he struggled with how to maintain this mission.  Some hires were in tune with the religious mission, but others were merely talented animators who wanted to live in Chicago rather than L.A.  Vischer wanted to keep everyone happy, so eventually none were and the watered-down mission that was left didn't inspire any of them.  Eventually, all of the top executives were against Vischer's original mission.

I recommend the book to anyone interested in animation, entrepreneurship or finding one's calling.  It reads very quickly.  Vischer is very funny.  After all, he did create talking vegetables.  One amusing tidbit:  I had always thought that VeggieTales stuck to the Old Testament to have a wider religious audience.  However, the real truth came from Vischer's mom, who told him that he couldn't do anything from the New Testament.  Jesus could not be a vegetable!

In case you're wondering what became of Phil Vischer, he now owns JellyTelly, which produces the fabulous and hilarious What's in the Bible.

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If you are at Law & Society this Friday and Saturday, come to the mini-conference on Entrepreneuship & Law that Brian Broughman (Indiana - Maurer School of Law) and our own Gordon Smith (BYU) have organized.  Here is the line up:

Friday, June 3, 2011

8:15 am to 10:00 am Regulating Entrepreneurs 2122 (Chair: Brian Broughman)

• Mira Ganor (Texas), The Power to Issue Stock
• Erik Gerding (New Mexico), Shadow Banking, Financial Innovation, and Regulatory Arbitrage
• Michelle Harner (Maryland), Mitigating Financial Risk for Entrepreneurs
• Poonam Puri (Toronto), The Regulatory Burden of Corporate Law
• Discussants: Kristin Johnson (Seton Hall) & Sarah Lawsky (UC Irvine)

12:30 pm to 2:15 pm Governance Structure of Entrepreneurial Firms 2322 (Chair: Brian Broughman) 

• Brian Broughman (with (Jesse Fried & Darian Ibrahim), Delaware Law as Lingua Franca: Evidence from VC-Backed Startups

• George Geis (Virginia), Organizational Contracting and Third Party Rights
• Alicia Robb (Kauffman Foundation), Entrepreneurial Finance and Performance: A Transaction Cost Economics Approach
• Discussant: Bobby Bartlett (UC Berkeley) 

Saturday, June 4, 2011

8:15 am to 10:00 am Law, Entrepreneurship, and Innovation 3116 (Chair: Gordon Smith)

• Mike Burstein (Harvard), Exchanging Information without Intellectual Property

• Sean O’Connor (Univ. of Washington), Transforming Professional Services to Build Regional Innovation Ecosystems
• Peter Lee (UC Davis), The Accession Insight and Patent Infringement Remedies
• Karl Okamoto (Drexel), Law and Entrepreneurship: An Assessment Approach

4:30 pm to 6:15 pm Global Entrepreneurship 3519 (Chair: Gordon Smith)

• Afra Afsharipour (University of California, Davis), US Private Equity Investments in India

• Sofia Johan (York Univ.)(with April Knil and Nathan Mauck), Determinants of Sovereign Wealth Fund Investment in Private Equity
• Gordon Smith, Stability and Adaptability

###

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Our readers with an interest in entrepreneurship might be interested in a symposium being hosted by The Ohio State Entrepreneurial Business Law Journal on March 10, 2011 that will focus on the damage that the financial crisis has inflicted on the ability of small businesses to raise capital.  Details are here.

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Legendary VC Don Valentine tries to explain his success. Why the obsession with the market?

"Because our objective always was to build big companies. If you don't attack a big market, it's highly unlikely you're ever going to build a big company."

An elegant explanation of how to change the world.

P.S. Valentine tells a story (start around 50:00) about Sandy Lerner's termination from Cisco. You might be interested if you know Urban Decay. He describes her as "tough beyond all comparison." Hmm.

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Is it possible to have a spoiler when the story is this well known? If you don't want to know what's in the movie, don't read this post.

The Social Network begins with a frenetic exchange between Mark Zuckerberg and his soon-to-be-former girlfriend, Rachel Something, who becomes a Rosebud for the creation of Facebook. Later in the movie, Rachel utters the memorably stupid line, "The Internet's not written in pencil, Mark. It's written in ink," but that was one of the few missteps in this script. 

While the supporting actors are terrific, this movie depends on Jesse Eisenberg's portrayal of Mark Zuckerberg, and Eisenberg is terrific. I will leave the serious movie reviews to others (including Christine and Larry, who seem to have a good thing going at Illinois), but I wanted to note that The Social Network is a fabulous movie for lawyers, particularly transactional lawyers.

One of the main threads of the story is Zuckerberg's alleged theft of the Facebook idea from Cameron Winklevoss, Tyler Winklevoss, and Divya Narendra, which I blogged about over three years ago when it led to litigation. Another thread is Zuckerberg's conflict with Facebook co-founder Eduardo Saverin, which involves an attempted dilution of Severin's shares. Then there is the angel investment by Peter Thiel and the distributions of shares to various other people, including Dustin Moskovitz, whose important role in developing Facebook is cheated in the film.

In the end, however, this film is only about one person. And his Idea. That Idea is at the heart of Facebook and the movie, and watching people grasp for a piece of it is what makes this movie fun.

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Our town, Champaign, IL, is participating in Lemonade Day, a program designed to encourage entrepreneurship in children.  Here is the Champaign Lemonade Day site.  Our eight-year-old is hosting a stand with his fellow second-grade buddy and his little brother.  (I have to admit that the other boys' mom has done everything, and I've done absolutely nothing to make this happen.  And, she's an OB-GYN, and she just had her fourth child.  Not that I am competitive or guilt-ridden or anything.)

Anyway, they participated in the best-tasting lemonade contest last weekend and will host their lemonade stand in front of our house on Sunday, May 2.  They did a run-through a few weeks ago and made $60.  All of their proceeds will go to Salt & Light here in Champaign.

So, here is the value I'm adding -- there are too many rules.  I have added value by pointing this out. Here are the health & safety rules for hosting a lemonade stand as part of Lemonade Day.  After I buy new pitchers with lids and a canopy, I can teach the boys a little about start-up cost barriers of regulation.  During our run-through, we sold homemade brownies, cupcakes and cookies.  Without a license.  Maybe I'll add value by drafting a waiver.

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Forget Facebook with their Waiting for Godot IPO teasing!  Pandora may be going public. 

I'm a medium Pandora fan.  My colleague Tom Ulen showed it to me in Fall 2008, and I use it once a week or so.  If you live under a rock, Pandora (and it's competitor Slacker) let you create your own streaming radio station by plugging in an artist or a song title -- then the algorithms pick songs that would fit that artist or initial song.  You cannot ask the station to play a particular song, however.  I listen to music mostly when I'm running, though, and I can't take the uncertainty.  If I need something to inspire me to finish strong, Pandora may give me something less than inspiring.  Once I set up a "Thriller" station, and I had "Don't Stop Believing" followed by "Don't Stand So Close to Me."  That made me wonder if the algorithm used as a characteristic "the first six letters in the title."

What I found interesting about the article, though, was it's description of the founder, Tim Westergren, and his search for capital during its pretty lean first 10 years.  The article quotes one of his eventual venture capital investors as saying

“The pitch that he gave wasn’t that interesting,” Mr. Marcus said. “But what was incredibly interesting was Tim himself. We could tell he was an entrepreneur who wasn’t going to fail.”

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I posted this in October, but I am moving it up as a reminder ...

Darian Ibrahim, Brian Broughman, and I are organizing a "conference within a conference" for the next Law & Society Association Annual Meeting in Chicago, Illinois on May 27-30, 2010. The LSA's call for papers is here. Our goal is to assemble several paper panels of scholars who are doing work relating to law and entrepreneurship (broadly defined). We welcome not only legal scholars, but also scholars in other disciplines.

While much of the work at LSA is empirical -- and we encourage the submission of such proposals -- we also encourage other proposals.

This year the LSA is soliciting proposals for projects in the early stage of development that could be presented at work-in-progress sessions. We would be interested in developing a proposal for such a session focused on law and entrepreneurship, so please feel free to submit such projects to us.

You may submit a proposal to any of us via email, but as a default matter, please send your proposal to Gordon Smith by November 30, 2009.

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Here is a new economics paper that might be of interest to Gordon and the rest of you out there interested in law & entrepreneurship: Azoulay et al., "Incentives and Creativity: Evidence from the Academic Life Sciences". Here is the abstract:

Despite its presumed role as an engine of economic growth, we know surprisingly little about the drivers of scientific creativity. In this paper, we exploit key differences across funding streams within the academic life sciences to estimate the impact of incentives on the rate and direction of scientific exploration. Specifically, we study the careers of investigators of the Howard Hughes Medical Institute (HHMI), which tolerates early failure, rewards long-term success, and gives its appointees great freedom to experiment; and grantees from the National Institutes of Health, which we are subject to short review cycles, pre-defined deliverables, and renewal policies unforgiving of failure. Using a combination of propensity-score weighting and difference-in-differences estimation strategies, we find that HHMI investigators produce high-impact papers at a much higher rate than two control groups of similarly-accomplished NIH-funded scientists. Moreover, the direction of their research changes in ways that suggest the program induces them to explore novel lines of inquiry.

What might this mean for law? Shooting from my hip, it might imply that companies that are subject to short-term pressures to produce (either because of the types of investors, the incentives of managers, or incentives created by corporate law) might produce less long term innovation. Any thoughts, Gordon, on what might be the results of a study of similar start-up companies backed by v.c. funds with different horizons?

What might this mean should law firms invest more in r&d? The best results may require a longer gestation.

Something for scholars to think about too in our own scholarship.

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My research has focused on how sophisticated entrepreneurial parties – including angel investors, venture capitalists, venture lenders, and entrepreneurs – structure their relations, and how the corporate, securities, and commercial laws respond to their unique needs. In my venture debt paper, I discuss how lender liability and equitable subordination rules shape venture lender practices. In this post, I’ll focus on the securities laws.

First, there’s the exit structure of venture capital (with credit to Gordon for an excellent paper of the same name). In the past, hot IPOs allowed VCs to return big gains to their fund investors. In this recent public policy proposal (click on the Apr. 29, ’09 doc), the National Venture Capital Association laments that there were only six IPOs total in the U.S. in 2008. The securities laws aren’t helping the situation. As Larry Ribstein and others have observed, the costs of going public thanks to Sarbanes-Oxley have dampened the IPO market, and there’s a legal minefield we teach in the securities course known as the gun-jumping rules that makes the IPO process far more cumbersome and error-prone than the process for seasoned public offerings. Sure, a start-up needs to provide more disclosure than Microsoft, but it’s not like no one has vetted these companies. They have been subject to rigorous and repeat scrutiny from (venture) capital markets from their inception. Why are the gun-jumping rules so complex?

Second, long before exit, private placement rules and broker-dealer laws might be impeding optimal levels of funding from angel investors, the precursor to venture capital. In my last paper, Financing the Next Silicon Valley, I explored both the ban on general solicitations in private placements and the reach of the broker-dealer laws to see whether angels had reason to fear the application of these laws to their activities. I concluded that there is a plausible case that the letter of these laws, if not the spirit, are indeed violated by routine angel group practices. First, when entrepreneurs approach angels (and VCs) without a “preexisting relationship,” as they do whenever they send a business plan cold, there appears to be a general solicitation. This leads to a host of potentially bad outcomes including recission rights, dissuading follow-on VC financing, and delaying an IPO. Second, when individual angels take the lead on a start-up’s due diligence for their group and receive extra stock in the start-up as compensation, they arguably fit within the definition of a broker-dealer. I can’t imagine that the broker-dealer laws were meant to apply to this situation, and granted the SEC hasn't enforced either of the laws I mention (to my knowledge), but the cloud of uncertainty they hang over angel group practice certainly isn’t enticing more angel investments, at least according to my sources.

Bottom line: with our traditional economic engines like Wall Street finance and the auto industry in crisis, we need start-ups more than ever, and there won't be start-ups without angels and VCs. Market forces have already hit these investors hard; the securities laws shouldn’t exacerbate the problem. The SEC and Congress should re-examine these laws and ease up a bit to help keep our entrepreneurial culture going strong.

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Thanks to Gordon for his nice words about my new paper on venture debt, and for his great help whipping it into present form (a new version just went up on SSRN). When I started the paper, I remember a friend warning me that “debt is not sexy.” Worse, the financial crisis has given debt a bad rap. Yes, consumers may take on too much debt, but don’t believe all the naysayers. Debt is awesome. It is extremely important in financial markets. Even in the start-up world my paper explores, where equity from angel investors and venture capitalists dominates, the use of debt makes for a fascinating story. Start-up companies have no track records, no positive cash flows, no tangible collateral, and no personal guarantees from entrepreneurs, yet are able to attract billions of dollars in loans each year. How is that possible? Read the paper to find out. Long live debt!

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