Business Partner Expectations 01/26/2008 11:41:09 am by Dan Krohn

	Recently, this writer has heard many emotional utterances with regard to closely held businesses. The emotions expressed have not been positive, often being combined with vows of a “never again” nature. Research shows that more than ninety percent of companies started to fail within the first ten years, so the negative feelings are not surprising. How many business failures result from a strained relationship among the owners? It is this writer’s experience that such failures are common. Yet people contemplating new business ventures often realize that it will require that more than one person’s skills, knowledge, talent, and perhaps capital are needed to give the new enterprise a chance at success. From the opposite direction, this writer has often seen people spot a fabulous business opportunity and close a sale or send off a bid before the new entity even exists. How do partners (herein “partners” refers to the joint owners of a closely held business without regard to its legal form) in a new enterprise minimize the risk of disagreement which can be their undoing? The response can easily fill a treatise, but a few suggestions are given below with some additional issues to be covered in a subsequent writing. First and foremost, the new partners must create a written business plan together. And this business plan is not the pretty one for the banks and venture capitalists but a down and dirty working plan for the owners themselves. Into the plan goes a description of what the business will do - in detail. What is the market? What will the new enterprise sell? Where is the opportunity? Will the new enterprise consider expanding its market into other arenas and if so: what, where and when? What exit strategies are contemplated? Then, the tough but necessary part of the plan must be added covering the partners’ expectations of each other - for here lie often ignored danger zones. What skills and talent is each bringing to the deal? What connections? Is each partner expected to devote all waking hours to the enterprise? If not, what level of dedication is being promised? What if a partner is good at both production and marketing, but later decides he/she doesn’t want to do marketing anymore? Are the commitment levels understood by all up front? Who makes the coffee, mops the floors, and makes the cold calls while others do more glamourous work? What benefits do which partners receive when? What does each partner absolutely need in order to play? What are the rules covering a partner’s wanting to leave? The more detailed the discussion of expectations, the greater the chance of success. Take notes to guard against failing memories. There are a number of issues still to be addressed, some of which will be covered soon in a subsequent entry, and there are the important issues surrounding funding and choice of entity. But none of these will save a company if the partners do not agree on their basic expectations. Planning and communicating partner expectations will lead to eternal bliss; okay maybe not, but it will lead to a more successful and smoother running business.

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Picking a President 01/19/2008 11:19:49 am by Dan Krohn

	In this day of presidential campaigning, candidates are constantly spinning the facts so as to appear attractive to those groups, including single issue voters, who they believe will vote them into office. We have talking heads concerned only with whatever gets them ratings. For all the excitement and media attention, we get very little in-depth information about the candidates - the information being largely limited to sound bites of less than sixty seconds. Even the debates have been sterilized to assist the candidates in avoiding adequate consideration of serious issues. There is little consideration of what that job really entails and who is really qualified. So here is one easy suggestion. All voters should watch or re-watch the 1964 film Fail-Safe, then decide which candidate they would put in Henry Fonda’s role as president. Though we each have our favorite personal issue and want a candidate with whom we agree on that matter, the president might be called upon to make a life or death decision for millions. Who do you want in that role?

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Conflicts of Law in Virtual Worlds 01/18/2008 05:30:11 pm by Dan Krohn

	The law of virtual worlds is evolving quickly and in different directions as play in those worlds becomes both more popular and increasingly monetized. A fascinating aspect of this new legal arena is the question: who makes the laws, and its logical sequel: how are those laws enforced. (For purposes of this entry the term “ruler” means the entity, such as Linden Labs for Second life, which controls the servers on which the virtual world exists.) Initially the law of a virtual world is set by the end user license agreement (“EULA”) to which all players agree, usually by way of a click-through contract. These EULA’s generally grant the ruler the right to change the rules, and this is quite understandable. After all, the rulers need to be able to upgrade the world/game and enforce the rules. Keep in mind the enforceability of that click-through contract will depend on court rulings based on traditional contract law, much of which is derived from principles established centuries ago. However, the discussion does not stop there, life is not so simple. One hot issues is the extent to which the rulers indeed rule. Increasingly both rulers and players are finding that the rules of the EULA are not as all powerful as a ruler’s words were back in the days of the divine right of kings As real money, in addition to the fictional currency of virtual worlds, comes into play - so do real laws. History is repeating itself as the initial legal structure is being brought about by the requirements of commerce. However, in addition to commercial issues, increasingly governments will enact laws and regulations to protect society from an assortment if ills and perceived ills arising from online play. Legislators (and regulatory agencies) will simply find it impossible to resist trying to protect us from our own sinful ways. So we will see an increasing number of laws address such issues as cyberbullying. Some of these laws will involve criminal enforcement, and some will be extensions of common law civil actions which already exist - intentional infliction of emotional distress comes to mind. And let’s not forget that the United States has outlawed online gambling. Alas, we locals will not be able to patronize a virtual online casino - at least not legally. (Shame on the cynical reader who thinks this ban was enacted to protect the established gaming industry from online competition rather than to protect our weak, helpless population from the sin of poker.) Less this all seem too easy, one ought not forget that the Internet ignores state boundaries. Heck, it even ignores international boundaries! And we can count on different cultures to try to protect us from different evils. Dress codes for avatars anyone? No doubt some of these issues will be addressed by international treaties eventually, but that eventuality will take its time coming. And it is likely that as soon as ratified, such treaties will have been rendered at least partially obsolete by technological advances. This blogger is planning to add musings about different arenas in which law will emerge in virtual worlds. So this entry is a matter of setting the stage, so to speak. And what a stage it is - constantly morphing in response to as many variables as the human mind can imagine. Hurry reader! The game’s afoot!

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New Version of Nasty Worm 01/09/2008 08:04:08 am by Dan Krohn

	The Nugache Worm has reportedly been refurbished and turned into a vicious beast. It is designed to create vast botnets which are then used to send massive amounts of spam. This virus is being spread, among other ways, by fake blog entries including built-in links to contagious locations. And if this weren't enough, e-greeting cards continue to be a favorite way of spreading malware - even faked cards that seem to have come from a friend. Keep your antivirus software up to date, but more importantly - be careful where you travel online.

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