Jay Parkhill's Comments

PeteSearch : My 2010 in numbers

Thu, 23 Dec 2010 01:34:46 +0000

How can you possibly write so few emails? I counted 13,554 sent and that is just in Outlook- doesn't include my personal gmail account. You are way ahead of me on blog posts though. I think I managed about 4 before I ran out of gas on blogging.

Internet Cases : Customer violated software license by letting attorneys use application

Thu, 28 Oct 2010 15:37:24 +0000

Thanks Evan. The question about who besides the named licensee and its employees can use software comes up for me all the time. This is useful.

Mendelson's Musings : The Convertible Debt Debate â An ex-Lawyerâs Twist on the Argument

Mon, 30 Aug 2010 18:51:59 +0000

The wind-down claims issue has never come up for me. In my experience the companies that have failed while convertible debt is still outstanding have not had enough assets to be worth creditors fighting over. Something that HAS come up a bunch is the situation where the company is unable to raise the subsequent round that would trigger conversion. The Notes come due and the investors technically own the entire business but if they were to make a claim on it the founders would probably leave. There follows a long awkward period where no one knows what to do. Companies with good management and supportive investors manage to renegotiate some kind of conversion but it is challenging because everyone ends up negotiating the same valuation issue they wanted to avoid earlier but with more at stake for both sides.

VC Adventure : Has convertible debt won? And if it has, is that a good thing?

Mon, 30 Aug 2010 18:45:18 +0000

My experience as a lawyer on early stage deals is that convertible notes don't usually cost less overall- they just spread the cost over 18-24 months instead of all at once. A company that raises a Note round, then a Series A according to the "plan" probably would save money, but in my experience most end up extending Note terms, taking a second round of Note investment, converting at less than the Series A target, etc. With numerous exceptions, I generally advise clients that for ~$250k or less, Notes will use less of the proceeds on legal fees and make for a cleaner cap table. Above that they should just bite the bullet and do equity.

Strava Cycling Blog : Strava at the University Road Race

Thu, 26 Aug 2010 22:41:06 +0000

Looking forward to those race summary pages. So much of bike racing is social - this would fit well with how lots of my Stravan friends use the service.

PeteSearch : How to suck at raising angel investment

Fri, 4 Jun 2010 20:08:40 +0000

I frequently have to make the same mistake twice before I can understand the pattern well enough to avoid it in the future. Good learning!

Mendelson's Musings : Spindle Law â Crowd-Sourced Legal Research

Mon, 24 May 2010 20:11:30 +0000

This is very cool.

Mendelson's Musings : Watch Out Boston, a Rip Off is Coming to Town (Young Startup Ventures)

Wed, 10 Feb 2010 16:37:24 +0000

Without getting into details of the Boston event, I don't think this whole issue is that simple. Someone needs to pay for lunch. Open Angel Forum charges "featured service providers" a $1500 fee to attend. Since service providers pay for marketing by charging their clients, the presenting companies still end up paying the presenter fee. They just pay over time to the service providers who can charge high enough rates to afford the sponsor fee. Not every presenter will hire XYZ provider either, so in the end maybe 1 presenter will end up paying for everyone. OTOH, at least the presenter gets some work product out of the deal so this is arguably still a step up from paying the event sponsor directly. Complicated value chain though.

Mendelson's Musings : Why Do I Need Facebook When I Have Twitter?

Wed, 10 Feb 2010 00:37:28 +0000

I have different groups of friends on each service and use them differently, probably similar to @emily. I find myself thinking "is that more of a Facebook post or a tweet?" Unlike @emily I have 3 groups of friends: Twitterers (the plugged-in crowd), FBers (people trying to understand this online/social stuff), and law partners (who fortunately will never see this comment). I email memos to them.

Highway 12 Ventures : The Open Angel Forum & The Changing Face Of The Venture Industry

Tue, 9 Feb 2010 04:21:31 +0000

The Keiretsu Forum and other organizations have become so popular they *can* charge companies a lot to present, which doesn't mean they should. It is great to see folks trying to recalibrate. I have one quibble with OAF's model, which is that the service providers who can afford the $1500 fee need to make that up through time billed to clients. I.e. the companies still pay the presenter fee- they just pay it over a longer period to their lawyers and accountants. No free lunch indeed. And lest I come off as purely altruistic- I am an attorney who has worked with startup companies for my whole career. I keep expenses low so that I can keep my rates low, and consequently get priced out of events like the Open Angel Forum. That works for me. I hope the OAF is a smashing success and spawns loads of great companies. You won’t find me there, though. I will be down the street meeting entrepreneurs over coffee.

Mendelson's Musings : Senator Dodd â Making it harder for small businesses to get funded

Tue, 24 Nov 2009 23:26:44 +0000

Form D is a bit of a half-measure. It created a standard form for use in all 50 states- and the fact that it is electronic now is great- but it is a very LONG form compared to most state filings. States can also glom on their own requirements in addition to Form D, which reduces a lot of the benefit of having the single form AND firms still need to keep updated information on state blue sky procedures because of these requirements, so time/cost savings are lost there as well. On top of that, several states have self-executing exemptions, so under non-Reg D procedures there is literally nothing to do in order to claim the exemption. Last, most offerings involve only a couple of states at a time, so the burden on any individual client is usually not that high. Firms here in the Bay Area seem to be split on whether to go the Form D route or state law blue sky. I haven't noticed a cost, time or complexity difference either way. I'd love to see a genuinely uniform securities registration exemption process. Unfortunately Form D is not it. In the end, though, I think I agree with you insofar as Sen. should not throw the baby out with the bath water. Uniform, electronic, click-to-add-state exemption procedures would be ideal.

Highway 12 Ventures : Legal Documentation For Venture Backed Seed Deals

Sat, 10 Oct 2009 00:17:37 +0000

This form (heh heh) over substance discussion goes all the way down to formation of a company. Prospective clients ask regularly why they should hire me when they can form a corporation for $350 online (or even free- see rocketlawyer.com). I can work with this for sure- I sit down with people, map out the plans and figure out the right initial structure so they can incorporate online if that makes the most sense, then come back to me for initial equity allocation and other "next steps". Some of them do the online filing and some just have me do it all. Still, I like my forms better and as a fiduciary I would feel more comfortable seeing clients use them. Maybe it comes down to a variation of the old saw- speed, low cost, diligence: pick two. We try to get enough of all three in every transaction, but there is always some element of compromise.

Ask the VC : How To Wind Down Your Company – New Series

Wed, 7 Oct 2009 17:22:58 +0000

This is a good series idea. One of the hardest points for many people to understand, in my experience, is that the end comes well before the bank account hits $0. People who wait that long end up with no resources to conduct an asset sale, wind down employment tax matters or complete an orderly shutdown. The question I would add is "how much cash do I need to reserve for a wind down?"

PeteSearch : A coming privacy freakout?

Fri, 2 Oct 2009 15:20:07 +0000

Here are two bookend examples of privacy rule flaws: -> Drivers' details sold by DVLA are used in bizarre roadside adverts for Castrol | Mail Online http://bit.ly/3QIBHf A billboard in the UK scans license plates, looks up registration numbers and gathers information on car model, age, type,etc. -> Privacy laws hamper police investigations http://bit.ly/1iQDiX Ambulance services in Calgary no longer able to access health care records because change of managing organization puts the ambulances under a different privacy law than police & fire departments. This is an incredibly thorny issue full of negative consequences at both ends of the control-of-data spectrum.

Mendelson's Musings : Our Investment in Next Big Sound

Thu, 1 Oct 2009 20:45:26 +0000

Congrats to all, and hooray for TechStars. Impressive group of folks

Mendelson's Musings : Adam Smith - The Wealth of Lawyers

Fri, 31 Jul 2009 22:39:54 +0000

My favorite recent quote on the exquisitely attuned point is from a DLA Piper lawyer who moved to a smaller Penn firm, telling the ABA Journal "Somebody from Lansdale didn't necessarily care that I had an office in Kuwait." http://bit.ly/wTi6E Great stuff.

PeteSearch : Sewers and startups

Wed, 1 Jul 2009 20:29:40 +0000

Funny- I started thinking about the same thing this morning. Webvan is my best example of technical debt and premature scalaculation- they massively overinvested in infrastructure before figuring out how many customers really existed and then had no room to maneuver when things got tight. Technical debt and ramen profitability are both gems. Great post.

Feld Thoughts : Be The Kid Rock of Tech Marketing

Wed, 1 Apr 2009 17:53:33 +0000

I agree with Adam- there has to be a better model than Kid Rock. One of my favorite lines came from a friend, who said "if you can see the bus, you're not on it". Wait-and-see means you won't be ready to get on when the bus comes your way.

Mendelson's Musings : Law Firm 2.0 â Re-architecting the Law Firm - Outsourcing

Wed, 11 Mar 2009 18:19:46 +0000

Thanks lawshucks! Jason was one of a handful of people who thought law firm business models were interesting last year. Now I think a lot more folks are paying attention, wondering where their attorneys are going to be in 6 months. VLP, if I may toot our horn, is a case of right people, right timing. When you don't have high billable-personnel/admin ratios or lease expenses to worry about it's easier to get through down times. We have managed to grow from 9 attorneys last spring to 35 currently when most firms seem to be going the other direction. </firm pitch> Thanks again. We really appreciate people checking us out and paying attention to our model.

Mendelson's Musings : What Boulder Means to Me

Sun, 8 Mar 2009 03:10:57 +0000

Sounds very tempting, Jason. San Francisco is a tough place to leave but Boulder seems pretty great.