General

November 17, 2023 by Gennari Aronson

CLIENT ALERT: Businesses should be aware of the impending commencement of reporting requirements under the federal Corporate Transparency Act (the “Act”) enacted in 2021. Under the Act, and as stated by the U.S. Department of the Treasury, the reporting obligations it imposes on companies regarding their beneficial owners will aid “efforts to make it harder for bad actors to hide or benefit from their ill-gotten gains through shell companies or other opaque ownership structures.”  

In general, what is being reported, and to whom?

Companies covered under the Act must report certain information regarding their “beneficial owners” in reports filed with the U.S. Treasury Department’s Financial Crimes Enforcement Network by January 1, 2025.  The beneficial owner information reported is aimed at identifying and preventing money launderers, fraudulent transactions, and financiers of illicit and terrorist activity hidden among the underlying owners of U.S. entities.

Will my company need to report?

The Act covers all entity types, including corporations, limited liability companies and limited partnerships.  More specifically, companies incorporated or formed in any U.S. state must report, unless they fit an exemption.  Foreign companies registered to do business in the U.S. also must report. 

Is an exemption available for my company?

Final rules exempt some twenty-three types of companies.  These include publicly traded companies, tax-exempt entities and other nonprofit organizations, banks and credit unions, government authorities, investment companies and investment advisers, insurance companies, and certain large operating companies (having more than 20 U.S. employees, having filed tax returns in the most recent year with more than $5 million in gross receipts, and having physical offices within the U.S.).  A complete list of these exempt entities can be found under the definition of “Reporting Company” in the Act at https://www.fincen.gov/sites/default/files/shared/Corporate_Transparency_Act.pdf.

Will my cap table be made public?

FinCEN is required to keep all BOI submitted by reporting companies confidential.  However, disclosure to third parties may be permitted in certain authorized instances, such as to applicable law enforcement agencies and other government authorities, and in some cases to financial institutions.

What do you suggest we do to prepare?

If you believe that your company or any entities affiliated with your business may be a reporting company, you should begin to compile relevant information on the beneficial owners of your applicable entities. At Gennari Aronson , we look forward to assisting our clients with determinations about reporting status or available exemptions, and in identifying beneficial owners.  

Copyright © 2023 · Gennari Aronson, LLP. All rights reserved. Attorney Advertising. Prior results do not guarantee a similar outcome. Legal Notices

October 28, 2022 by Larry Gennari

This fall, former rock climber and current billionaire Yvon Chouinard announced that he was giving everything away. Patagonia, the iconic outdoor clothing company Choinard founded almost 50 years ago, soon will be owned by a uniquely structured nonprofit trust that will use future profits to fight climate change.

“Instead of ‘going public’,” Choinard explained, “we’re going purpose.’”

For some executives, this was music to their ears. In fact, for many, this is exactly how leaders should sound and what they should do in a post-pandemic, more purpose-driven business world. So, what can a thoughtful executive do to prepare for the turbulence and tension that comes with wanting to do well while also doing good? As usual, you can start with a few good books, but this time, only after listening to a few great songs.

Wait — which songs? Well, that’s entirely and uniquely up to you, according to neuroscientists Susan Rogers and Ogi Ogas, authors of the new and wonderful book, This Is What It Sounds Like: What The Music You Love Says About You. Your taste in music and why you prefer jazz over reggae, or punk over classic rock, can reveal a lot about how your one and only brain works, and in turn, how your style, originality, and personality influence everything you do and the experiences you want to have — as a person, as a leader, and in the world. Want to know more about someone else? Ask about their favorite songs. Rogers, a faculty member at Berklee College of Music and one of the most successful female record producers of all time, knows a lot about the music business and the leadership values of creativity, grit, and challenging convention. Her work as Prince’s chief sound engineer for Purple Rain and her stints as producer for Barenaked Ladies and many others ground her many incisive observations about human cognition. Rogers belongs in the Rock & Roll Hall of Fame and this book belongs in your library.

So, will knowing why I like classical music will help me be a better leader? Quite possibly, according to Wharton Dean Erika James and Simmons University President Lynn Wooten, authors of the smart, practical new book, The Prepared Leader. Self-awareness and preparation are critical for today’s mission-driven leaders who need to strike a balance among profits, people, and planet. Seeing crisis as opportunity isn’t easy, but James and Wooten thoughtfully frame the necessary skills. In fact, they point out, prepared leadership can be a lot like jazz, the music genre reflecting the most collaboration and improvisation, with leadership rotating as the music/circumstance flows and changes.

Indeed, leaders who can more deeply hear their own music also can more capably communicate, inspire, and make sustainable change. A useful guide for that discernment is The Answer is You: A Guidebook To Creating A Life Full Of Impact, by Alex Amouyel, executive director of MIT’s Solve Initiative. This is a rich, deep, and thoughtful book for both emerging and established leaders who want to solve real problems using their own distinct “superpowers.” Amouyel encourages intentional thinking, noting that “your life and your potential impact are more than just your job” and that we are all diminished when we define ourselves by our title rather than our talents. HBS Professor George Serafeim sees this mindset too and in his new book, Purpose + Profit: How Business Can Lift Up The World, he tells leaders that they can and should deploy their own skills and knowledge to improve the world. The purpose and focus of business is changing from a model of shareholder primacy toward a broader expectation that companies contribute to society. Serafeim provides plenty of data and lots of examples of how companies and investors can implement purpose driven initiatives to attract and motivate employees, broaden strategy to include constituencies, and build sustainable competitive advantage.  Entrepreneurs launching B corporations and experienced leaders trying to figure out where to start will find this to be an incredibly helpful and hopeful book.

How will your purpose-driven leadership sound? Consider the timeless advice of the late, wise, and thoughtful Howard Thurman: “The sound of the genuine is flowing through you. Don’t be deceived and thrown off by all the noises that are a part even of your dreams, your ambitions, so that you don’t hear the sound of the genuine in you … because that is the only true guide that you will ever have, and if you don’t have that you don’t have a thing.”

Read in the Boston Business Journal

 Authors & Innovators is an occasional column by Larry Gennari, a transactional lawyer, law professor, and chief curator of Authors & Innovators, an annual business book and ideas festival.  Gennari also teaches Project Entrepreneur, a business fundamentals bootcamp for returning citizens, at BC Law School.

September 30, 2022 by Leah

Needham Law Firm Attorneys named New England Super Lawyers

NEEDHAM, MA – The business law firm of Gennari Aronson, LLP is proud to announce that its senior partners have again been selected as Super Lawyers in the New England region for 2022.  Neil Aronson was recognized as a Securities & Corporate Finance Super Lawyer, Lawrence Gennari and Laura Glynn were both named Super Lawyers in the Mergers & Acquisitions category.  In addition, both Aronson and Gennari were named Top 100 Massachusetts Lawyers. Other attorneys selected from the firm include partner Michael Douglas, as a Rising Star, and partner Elizabeth Davenny, both of whom were selected in the Business/Corporate practice area

As Super Lawyers, Gennari, Aronson, Glynn, Douglas, and Davenny are part of an elite group of top attorneys in Massachusetts.  No more than 5 percent of the lawyers in the state are selected by Super Lawyers.  Lawrence Gennari and Neil Aronson have consistently been awarded this recognition each year since its inception in 2004.  Laura Glynn has been awarded Super Lawyer status for the last 12 years.

Gennari Aronson serves innovative companies, entrepreneurs and the investors and venture capital firms that finance them.  The firm also curates the annual Authors and Innovators Business Ideas Festival.

# # #

About Super Lawyers

Super Lawyers, a Thomson Reuters business, is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement. Only five percent of lawyers in the state are chosen. The annual selections are made using a rigorous multi-phased process that includes a statewide survey of lawyers, independent research evaluation of candidates, peer reviews by practice area, and a good-standing and disciplinary check. For more information about Super Lawyers, go to superlawyers.com.

About Gennari Aronson, LLP

Gennari Aronson, LLP serves innovative companies, entrepreneurs and the investors and venture capital firms that finance them.  Founded by veterans of Boston’s largest law firms, Gennari Aronson exemplifies the same entrepreneurial spirit that guides many of its clients.  The firm has established a strong network and commitment to the technology, consumer, innovation, and emerging growth sectors. The firm also curates the annual Authors and Innovators Business Ideas Festival, www.AuthorsInnovators.org.

The firm has offices at 250 First Avenue, Needham, MA. The website is www.galawpartners.com.

August 11, 2022 by Larry Gennari

Last year, as we emerged from our pandemic cocoons, Americans filed more than 5.4 million new business applications, according to U.S. Census figures. I know — we incorporated more than three dozen of them, a number that seems to increase with each new year.

Some were formed by workers who were part of the Great Resignation, others by tech founders who always wanted to be their own boss, and still more by entrepreneurs who feel the urgency to be part of something larger, a new generation of builders committed to changing the way business, capitalism and our economy actually work. When advising these amazing, energetic risk takers, I’m thinking often these days of chocolate, and well, more specifically, the example of Mars Inc., the global and iconic American company responsible for such confectionary miracles as Milky Way bars, Twix, and M&Ms, as well as pet food and related products. Judging from the new and soon-to-be-released business books that I have recently read, I am not alone.

Founded by the Mars family, privately held and headquartered in Virginia, Mars has been around for more than 100 years and employs more than 130,000 people worldwide. Its owners, the family’s fourth generation, are famously tight-lipped and publicity shy, but that hasn’t stopped commentators from touting the company’s consistent and time-tested “old school” strategy of balancing profits, valuing people and working alongside outside stakeholders to solve community problems. This is an enviable and admirable path that, according to some business experts, too many U.S. companies have lost along the way. According to The New York Times business reporter David Gelles, author of The Man Who Broke Capitalism: How Jack Welch Gutted the Heartland and Crushed the Soul of Corporate America, at least some the fault lies with media-created business heroes such as Jack Welch, the late and formerly much-lauded CEO of General Electric. Gelles traces Welch’s ascent at GE and his unrelenting focus on maximizing shareholder value, which meant pretty much exclusively an always-increasing stock price. In Gelles’ telling, Welch’s use of mass layoffs, rank-and-yank firings, relentless acquisitions, and creative accounting, were key tools in remaking a staid and steady GE into a Wall Street juggernaut that enriched institutional shareholders and a select few executives at the top — while good jobs were outsourced, corporate culture was decimated and worker wages and benefits suffered staggering declines in comparison. Certainly not the Mars path, and whether or not you will agree with Gelles, his provocative and lucid book is most definitely worth a read.

So, what should the thoughtful entrepreneur do in charting the path for a better, Mars-influenced venture — while enjoying a Snickers for inspiration? To start, build some perspective and get Launchpad Republic, the upcoming book by entrepreneur investor Howard Wolk and Harvard Business Review editor and historian John Landry, which offers a rich and detailed history of entrepreneurialism’s unique roots in America. Wolk and Landry observe that  “entrepreneurship is often a form of rebellion,” and transformative things have occurred and often still happen when people take on the status quo. Wolk and Landry reveal that certain new challenges are versions of familiar problems and we all must work harder for more inclusive entrepreneurship and the evolved stakeholder capitalism necessary for an innovative economy.

For history’s sake, then, let’s acknowledge that we are living through change, turmoil and volatility. We need Skittles, and possiblyStarbursts, more than ever. Yet uncertainty can be motivating, and we should lean into it, according to Jason Feifer, Entrepreneur Magazine editor and author of the forthcoming book: Build for Tomorrow. Feifer says we experience change in phases: panic, adaptation, feel for a new normal and then, ultimately, “wouldn’t go back.” A creative storyteller with a keen sense of history and business, Fiefer shares numerous and memorable examples of finding opportunity in change. So much of this is about finding purpose, whether that’s a soon-to-be obsolete wall cleaner transforming into Play-Doh or the revelation that people seek out celebrities not for a treasured interaction but instead for a quick selfie that will attract more likes from friends. When starting a new business, enhancing an established one, or designing a new product, Feifer urges us continually to ask: What is this for?

For Mars, that reportedly means retaining less than 10% in annual profits and reinvesting the rest in product innovation, employee benefits and initiatives such as sustainability and a worldwide living wage. Whether you sell services, develop new technologies, or make products like Lifesavers, I think we all can agree on one thing: that’s a pretty sweet approach.

Read in the Boston Business Journal

 Authors & Innovators is an occasional column by Larry Gennari, a transactional lawyer, law professor, and chief curator of Authors & Innovators, an annual business book and ideas festival.  Gennari also teaches Project Entrepreneur, a business fundamentals bootcamp for returning citizens, at BC Law School.

July 7, 2022 by robert

By Larry Gennari
Boston Business Journal
July 7, 2022

Silence is more than the absence of noise. In negotiations, it can be strategic, and for those practiced in the art of patience, useful and important.

As humans, we are uncomfortable with gaps in conversation. We rush to fill the lull or, instead, we use it to prepare for what we’ll say next, not really listening or processing what might be right in front of us. Silence is hard when we want to get things done. Beyond the conference room or call, we know this impulse too. We check our phones first thing, convert conversations to text acronyms and emojis, and during the day, check in for news snippets and “likes” to validate our comments meant to save the Internet or at least some subset of friends and strangers alike. Technology enables faster communication, better analytics, efficient commerce, and the building of ties and communities far beyond our own. Why not lose a bit of silence to get a quicker deal, comment on just-released data, or complete a conversation that would take too long in-person? Noise means faster progress and we all need that, right?

Not necessarily and not all the time, according to the authors of Golden: The Power of Silence in a World Of Noise, an incredibly absorbing and insightful new book by leadership experts Justin Zorn and Leigh Marz. Noise is all around us, according to Zorn and Marz — in our ears, on our screens and in our heads. And as we try to pay attention to it all, we often lose ourselves. At work, the average person spends one full hour per day to reset after interruptions from phones and social media. At home and beyond, the level and consistency of auditory, informational and internal noise impacts cognition (especially for kids), raises stress and cardiovascular risks and heightens depression. Our brains need silence to regenerate and refresh. Beyond meditation and mindfulness, thinking and conversation, we need many more moments of deep, immersive experience that can come from outside walks, a lunch-time museum tour, or a game of Jenga with our kids. From the outset, Zorn and Marz press us to answer: “What’s the deepest silence you’ve ever known?” Readers will value their countless examples and practical tips on recognizing those opportunities every day, every week, and all the time.

For me, fishing in Minnesota’s boundary waters provided some of the deepest silences I’ve ever known. That’s why I was so eager to read The Eloquence of The Sardine: Extraordinary Encounters Beneath The Sea, the captivating recent book by marine scientist Bill Francois, who holds a Ph.D in fish hydrodynamics. Francois urges silence too. How else can we observe and learn from the conversations of the sea, whether that’s whales connecting at long distances on a channel all their own or a school of herring clustering and “talking” — the Swedish military mistook for a fast- approaching enemy submarine during the Cold War? I loved how Francois weaved history, marine science and anecdote — beyond the raw data — to get at the stories underneath. Readers also will learn how communication challenges above mirror the emerging problems below. The cacophony resulting from expanded shipping lanes, trawlers overfishing, and diminishing habitats now shared by an expanded number of species complicates the ability of aquatic animals to hear and be heard. More silence truly matters, there too and especially now.

Finally, with the benefit of silence, we’re better able to connect the dots. Consider The Eye Test: A Case For Human Creativity in The Age of Analytics, the recent book by journalist Chris Jones.  Data matters and technology allows us to consume and process more of it than ever before. Yet, Jones urges us to step back from “data deluge,” focus deeply, and apply our human imagination and the occasional unshakeable hunch to make decisions. With compelling examples ranging from serial killer investigations, Derek Jeter’s sub-par fielding stats, and tips from The Price Is Right, Jones explains that data alone can be noisy and point in the wrong direction until we lean in with intuitive reflection.

So what’s the best strategy for considering alternatives, balancing social media and sanity, and implementing go-forward plans in business and in life. My take: pay more silent attention, practice giving yourself more reflective space, and resist the familiar urge to just get it done right now. After reading these thought-provoking books, you may decide that more often than not, “don’t just do something, stand there” is the best advice of all.

Read in the Boston Business Journal

 Authors & Innovators is an occasional column by Larry Gennari, a transactional lawyer, law professor, and chief curator of Authors & Innovators, an annual business book and ideas festival.  Gennari also teaches Project Entrepreneur, a business fundamentals bootcamp for returning citizens, at BC Law School.

March 29, 2022 by Leah

2021 was a historic year for middle-market M&A with over 14,000 transactions in the US, the highest on record over the last ten years.  That trend is expected to continue through 2022.  Gennari Aronson counsels both buyers and sellers in negotiating and structuring transactions. Entrepreneurs and management teams considering a transaction frequently ask similar questions:

I’m getting multiple calls weekly about selling my business. How should I be thinking about these?

Private equity buyers want to deploy capital and they are competing to acquire “quality” companies. Strategic buyers are also on the hunt for opportunities to expand market share, grow in new markets, and secure new talent. What to do? Potential sellers should consult with their board advisors, accountant, and legal counsel, and also consider engaging an investment banker to help manage a discreet and competitive process.

I have an offer, now what?

Negotiating and finalizing a letter of intent (an “LOI”) is critical. Usually, the most important terms of the LOI are: price, overall terms, including post-close employment, and exclusivity period.  This is especially true if any portion of the purchase price is contingent on post-closing operational performance. In addition,  Sellers should focus on how they might have to give money back, post-closing—instead of simply stating that the sale will be “on customary terms and conditions for similar deals.” Hammering out details upfront in the LOI will save legal and accounting fees later on and also reduce the risk of the deal blowing up later if the parties can’t agree on what’s “customary and standard.”  Representation and warranty insurance should be considered.

What happens after the LOI?

Typically, the transaction proceeds with the buyer delivering the draft purchase agreement while conducting due diligence, including a quality of earnings review, in parallel. With an NDA in place, the seller should be prepared to provide access to the company’s contracts, accounting records, and other non-public information. Access to key employees and customers should be carefully considered and timing for the same, mutually agreed.

How long is the “typical” M&A process?

Most transactions can be completed within 30-90 days, depending on if regulatory or contract assignment approvals are required or whether any other hiccups occur during due diligence. Advisors can help sellers to anticipate roadblocks in advance, even at or before the LOI stage, and as we often tell potential sellers: “better to address potential problems on your own and in advance instead of in the middle of a transaction process.”

March 29, 2022 by Leah

American Holt Corporation is a technology-enabled provider of high-quality aftermarket replacement parts for production and processing machinery used in several high-throughput manufacturing environments. It specializes in parts supporting the food and beverage, paper converting, material handling, and warehousing manufacturing processes among other high-usage sectors.  Last December, Arcline Investment Management, a growth-oriented private equity firm, announced that it had acquired a controlling stake in American Holt Corporation from Founder and CEO Jon Levy. The existing management team, with Arcline’s support, will continue to lead American Holt through its next phase of growth. Gennari Aronson served as counsel to American Holt in the transaction.

What motivated you to consider a transaction after so many successful years as an independent company?

American Holt experienced twenty-five years of consistent growth without ever having a budget or a forecast.  We combined great quality with great service and we kept growing to the point where we needed more structure, so I started looking for the right partner to get us to the next step.

What was the process like?

You may want to run away!  The process was exhausting.  I solicited advice from trusted advisors and was informed that I need a great accountant, lawyer and investment banker, and they all have to get along.  I had the accountant already.  I interviewed nine bankers, and Leo Whitt at Baird quickly rose to the top.  Choosing a lawyer turned out to be an easy choice.  Two of my trusted advisers recommended Gennari Aronson, so I called my accountant to get his thoughts.  He suggested I use Gennari Aronson as well.  That was the easiest part of the process.  The actual process took ten long months.  Be prepared to work twice as hard as you ever have.  Having the right people to guide you through the process is critical.

What advice would you give to anyone who might be fielding calls from potential buyers and otherwise considering a similar path?

Thinking “I’m a successful businessman, I can do this myself.”  There is a temptation to try this on your own, don’t do it.  If you are contemplating the sale of your largest asset, hire good people.  Looking back on the process I can say that my lawyer, banker and accountant made this process much easier.

March 28, 2022 by Leah

February 11, 2022 by Karen Callahan

By Larry Gennari Boston Business Journal January 10, 2022

Bruce Springsteen’s latest album, Letter to You, reveals an artist at the height of his songwriting powers. It’s a deeply ruminative reflection on growing older and making sense of one’s work, legacy and place in the world. That’s a sentiment I hear a lot these days from business owners, especially with the pandemic and the introspection it has ushered into all of our lives.

Springsteen is a music entrepreneur who has emphasized authenticity, lyrics that capture a current zeitgeist, and a keen and steady attention to technology, all so that he remains connected to a loyal, core audience. Last December, like many entrepreneurs, and no doubt after much thought, he completed a transaction, selling his core catalog to Sony Music, reportedly for more than $500 million.

That’s an enviable return for a lifetime of work, and for many founders contemplating a farewell tour of their own, an example of the possible, especially if they start thinking now about an exit later. As always, a successful exit strategy begins with honest introspection, experienced advisers and, of course, a few insightful business books.

For starters, sellers need an objective take on what makes them unique in their industry. I wonder if Springsteen read Major Labels: A History of Popular Music In Seven Genres, the recent book by New York Times music critic Kelefa Sanneh. Music is the soundtrack to our lives, and Sanneh takes the reader on a deep and nostalgic journey through industry history, including rock, R&B, country, and pop. His insights are sharp, thoughtful and fun (I think we all can agree, Nickleback is the worst and their execrable music should be used only for aversion therapy.) Amazing how technology trends like streaming can take an industry by storm and allow savvy newcomers (Lil Nas X) to thrive and experienced players to capitalize at just the right time. Small wonder Bob Dylan, Stevie Nicks, and the Red Hot Chili Peppers all cut their own lucrative catalog deals last year too.

No matter the industry, every owner/entrepreneur also must assemble an experienced team of advisers, including an accountant to model after-tax scenarios, an M&A lawyer to understand “both-sides,” an investment banker to create a competitive auction, and ideally, a “hidden hand” adviser/coach to offer perspective and shake things up. On the latter point, I’d recommend entrepreneur Ted Schlueter’s Branding For Buyout: How To Tell Your Story And Get The Deal You Deserve, an entertaining, read-in-one-sitting book that provides plenty of food for thought on exit planning.

Positioning matters, especially to potential buyers, and Schlueter offers numerous examples of how owners can explore, develop, and “brand” their unique competitive value. Of course, “the numbers” matter too, and every manager and team would do well to read Making Numbers Count: The Art And Science Of Communicating Numbers, the clever new book by Stanford Business Professor Chip Heath and science journalist Karla Starr. Stark, dry financials can get lost in an acquisition-offering memo or teaser unless they are weaved into narrative and grounded in familiar and memorable frameworks. For example, 40% of people who don’t wash their hands upon exiting the bathroom instead means 2 out of 5 people whom you shake hands with have used the toilet and not sanitized before touching you. Yikes — and you thought concert crowd-surfing was scary!

Finally, like Springsteen, business owners also need to think through the post-transaction phase of their exit strategy. Some undoubtedly will wax existential and embark on quiet retirement solely as the next and last chapter of their lives. Those are the “planners,” and they should liven up and read American Afterlife: Reinventing Death In The 21st Century, the disarmingly reflective and funny new book by University of Chicago Professor Shannon Dawdy on the funeral industry and our changing American rituals around death. I like the idea of green burials and who wouldn’t want to be shot out of a cannon into a forest or the ocean during their memorial service?

For others, post-deal means more time to pursue actively questions of existence, greater truths, and a consequential life. Those people should read Rescuing Socrates, Columbia Professor Roosevelt Montas’ powerful new book on the enduring value of classic liberal education and the search for truth through the eyes of St. Augustine, Socrates, Freud and Ghandi. They also should consider the lyrics in Springsteen’s Listen to You.

Dreaming of a final tour one day soon for yourself? With the right team, advice and planning, yours can be meaningful too —even if you didn’t write Born To Run.

Read in the Boston Business Journal

Authors & Innovators is an occasional column by Larry Gennari, a transactional lawyer, law professor, and chief curator of Authors & Innovators, an annual business book and ideas festival. Gennari also teaches Project Entrepreneur, a business fundamentals bootcamp for returning citizens, at BC Law School.

January 12, 2022 by Karen Callahan

November 4, 2021 by Karen Callahan

November 1, 2021

Needham Law Firm Attorneys named New England Super Lawyers

NEEDHAM, MA – The business law firm of Gennari Aronson, LLP is proud to announce that its senior partners have again been selected as Super Lawyers in the New England region for 2021.  Neil Aronson was recognized as a Securities & Corporate Finance Super Lawyer, Lawrence Gennari and Laura Glynn were both named Super Lawyers in the Mergers & Acquisitions category.  In addition, both Aronson and Gennari were named Top 100 Massachusetts Lawyers. Other attorneys selected from the firm include partner Michael Douglas, as a Rising Star, and partner Elizabeth Davenny, both of whom were selected in the Business/Corporate practice area

As Super Lawyers, Gennari, Aronson, Glynn, Douglas, and Davenny are part of an elite group of top attorneys in Massachusetts.  No more than 5 percent of the lawyers in the state are selected by Super Lawyers.  Lawrence Gennari and Neil Aronson have consistently been awarded this recognition each year since its inception in 2004.  Laura Glynn has been awarded Super Lawyer status for the last 11 years.

Gennari Aronson serves innovative companies, entrepreneurs and the investors and venture capital firms that finance them.  The firm also curates the annual Authors and Innovators Business Ideas Festival.

# # #

About Super Lawyers

Super Lawyers, a Thomson Reuters business, is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement. Only five percent of lawyers in the state are chosen. The annual selections are made using a rigorous multi-phased process that includes a statewide survey of lawyers, independent research evaluation of candidates, peer reviews by practice area, and a good-standing and disciplinary check. For more information about Super Lawyers, go to superlawyers.com.

About Gennari Aronson, LLP

Gennari Aronson, LLP serves innovative companies, entrepreneurs and the investors and venture capital firms that finance them.  Founded by veterans of Boston’s largest law firms, Gennari Aronson exemplifies the same entrepreneurial spirit that guides many of its clients.  The firm has established a strong network and commitment to the technology, consumer, innovation, and emerging growth sectors. The firm also curates the annual Authors and Innovators Business Ideas Festival, www.AuthorsInnovators.org.

The firm has offices at 250 First Avenue, Needham, MA. The website is www.galawpartners.com.

October 27, 2021 by Karen Callahan

May 21, 2021 by Karen Callahan

Watch the full interview with Guy Raz at Authors & Innovators 2020:

April 1, 2021 by Karen Callahan

Watch the full interview with Guy Raz at Authors & Innovators 2020:

March 11, 2021 by Karen Callahan

Watch the full interview:

February 22, 2021 by Karen Callahan

January 12, 2021 by Karen Callahan

November 20, 2020 by Karen Callahan

Did you know…

that “founders’ shares” could play a major role in structuring your start-up?

by Shilpa Iyyer

Let’s be clear upfront: legally speaking, there is no such thing as founders’ shares. Corporate codes do not mention or define this term, and certificates bearing the words “founders’ shares” do not exist. That being said, the phrase has undeniable practical significance for start-ups and early-stage companies. Founders’ shares represent shares of common stock that are issued to the early participants in the formation of a company. These are the folks who have helped evolve the idea of the company into a reality and have taken significant personal risks in the process. “Founders’ shares” are generally issued at a nominal price – usually the par value set per share.

Here are a few important considerations when determining how to allocate “founders’ shares”:

• Establish appropriate vesting schedules. Vesting stock over time is a mechanism that incents founders to continue contributing to the company in the long-term. Without an appropriate vesting schedule in place, a founder who departs after a brief stint with the company may continue to retain substantial equity and sit on the company’s cap table well past their value. In this way, vesting schedules (and cliff periods) can help protect the company from free-riders. Your advisors can give you a sense of “what’s market” and also help tailor alternatives for unique situations.
• Beyond vesting, consider which other special restrictions and rights are appropriate for you and the founding team. Based on their vision of the company’s growth, team dynamics, and other factors, the founders can agree that certain exclusive rights make sense to include in the founders’ stock grants. You may want to address board seats, super-voting rights, rights of first refusal on founders’ shares, lock-up agreements, accelerated vesting rights upon sale of the business, and co-sale provisions. These terms can meaningfully differentiate the founders’ rights and privileges from those of other holders. In terms of frequency: accelerated vesting, rights of first refusal, and lock-up agreements regularly appear in founders’ stock agreements; co-sale provisions are slightly less common, and super-voting rights are relatively rare.

• Overall, allocate equity with an eye toward company growth. As the company grows, more equity will be issued to recruit and retain talent. These additional employees and participants will have risked less than the founders by joining an established company. Initial allocations should be designed to respect founders’ seniority and maintain meaningful control of the cap table even as new equity is issued.

The starting equity structure of your company is foundational and should be designed to ensure cohesion and collaboration. We advise you to discuss these matters with your financial and legal advisors to determine what set-up makes most sense for your business.

November 13, 2020 by Karen Callahan

November 6, 2020

Needham Law Firm Attorneys named New England Super Lawyers

NEEDHAM, MA – The law firm of Gennari Aronson, LLP is proud to announce that its senior partners have again been selected as Super Lawyers in the New England region for 2020.  Neil Aronson was recognized as a Securities & Corporate Finance Super Lawyer, Lawrence Gennari and Laura Glynn were both named Super Lawyers in the Mergers & Acquisitions category.  In addition, both Aronson and Gennari were named Top 100 Massachusetts Lawyers.  Other attorneys selected from the firm include partner Michael Douglas, as a Rising Star, and associate Elizabeth Davenny, both of whom were selected in the Business/Corporate practice area

As Super Lawyers, Gennari, Aronson, Glynn, Douglas, and Davenny are part of an elite group of top attorneys in Massachusetts.  No more than 5 percent of the lawyers in the state are selected by Super Lawyers.  Lawrence Gennari and Neil Aronson have consistently been awarded this recognition each year since its inception in 2004.  Laura Glynn has been awarded Super Lawyer status for the last 10 years.

Gennari Aronson serves innovative companies, entrepreneurs and the investors and venture capital firms that finance them.  The firm also curates the annual Authors and Innovators Business Ideas Festival.

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About Super Lawyers

Super Lawyers, a Thomson Reuters business, is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement. Only five percent of lawyers in the state are chosen. The annual selections are made using a rigorous multi-phased process that includes a statewide survey of lawyers, independent research evaluation of candidates, peer reviews by practice area, and a good-standing and disciplinary check. For more information about Super Lawyers, go to superlawyers.com.

About Gennari Aronson, LLP

Gennari Aronson, LLP serves innovative companies, entrepreneurs and the investors and venture capital firms that finance them.  Founded by veterans of Boston’s largest law firms, Gennari Aronson exemplifies the same entrepreneurial spirit that guides many of its clients.  The firm has established a strong network and commitment to the technology, consumer, innovation, and emerging growth sectors. The firm also curates the annual Authors and Innovators Business Ideas Festival, www.AuthorsInnovators.org.

The firm has offices at 250 First Avenue, Needham, MA. The website is www.galawpartners.com.

CONTACT:
Leah Russell

Chief Marketing Officer
Gennari Aronson, LLP
Phone: 781.719.9900

Fax:      781.719.9853
lrussell@galawpartners.com

www.galawpartners.com

July 29, 2020 by Karen Callahan

Did you know…

That insurance can be just the thing to help you close your M&A transaction?

by Elizabeth Davenny

Representation and warranty insurance is being used a lot more frequently and what was once offered by a few insurance vendors for very large transactions, with big exclusions and lots of lead time is now a robust, streamlined, efficient process available in deals of many sizes and shapes. According to the 2019 ABA Private Target Mergers and Acquisitions Deal Points Study, fifty-two percent of transactions from 2018 and Q12019 included recourse to a rep and warranty insurance policy (up from twenty-nine percent in 2016/2017).

As a seller, rep and warranty insurance will let you walk away from the sale of your business with more money in your pocket up front, and with greater certainty that you’ll be able to hold onto it – rep and warranty insurance can significantly reduce or eliminate an escrow or your liability for indemnification obligations! You may even be able to lower your transaction costs with less negotiation over the representations and warranties you make about your business because the ultimate source of recovery in the event of a breach is the insurance policy.

Acquirers benefit too – leading with an offer that incorporates rep and warranty insurance will allow an offer to stand out from otherwise comparable offers. Further, you can price higher amounts of coverage in certain key areas to the target business, allowing you to “right-size” your coverage for the relative risks of the industry. And with the insurance policy as the ultimate recourse, there’s no need to chase handfuls of securityholders to claw back proceeds.

Rep and warranty insurance policies can be issued in as little as 7-10 days. Whether you’re a seller or acquirer, you’ll generally want an acquirer-side policy in place to get the most benefit, but who bears responsibility for the premium and any retention amount can be negotiated between seller and acquirer – often, both are split by the parties.

As with everything around a sale or acquisition, details matter and you’ll want to discuss thoroughly with your advisors whether rep and warranty insurance is for you. If so, the benefits are significant—and that’s a good thing to know!

July 21, 2020 by Karen Callahan

Listen to the conversation between Jonathan Boyarsky of Newchip Accelerator and Larry Gennari as they discuss the important role of an attorney in building a successful startup.

July 17, 2020 by Karen Callahan

July 15, 2020 by Karen Callahan

What does it take to lead a soulful life? What inspires you and how are you inspiring? Kip discusses these questions and more on this week’s podcast.

This week Kip takes a walk with Larry Gennari. They dig into the concept of service leadership and what that means to each of them. Larry discusses how service leadership has been a guiding principle throughout his career.

Larry Gennari, co-founded his own firm, Gennari Aronson, LLP, after more than two decades in several large law firms in Boston. He teaches corporate & entrepreneurial law at Boston College Law School, where he developed his current course: Project Entrepreneur, a student-led business fundamentals bootcamp for returning citizen entrepreneurs, most of whom previously were incarcerated.

Click below to listen:

July 1, 2020 by Karen Callahan

Carol Fulp is CEO of Fulp Diversity, Inc., former CEO/President of the Partnership, and Vice-Chair of the national non-profit, American Student Assistance. She is the author of Success Through Diversity: Why the Most Inclusive Companies Will Win, previously featured at Authors & Innovators

 In Success Through Diversity, you urge decisionmakers to consider the Rooney Rule—Why?

Many times managers don’t know where to start when it comes to diversity. The Rooney Rule is a process that ensures you interview a diverse pool of candidates when filling an opening. It allows you to broaden your typical candidate pool. In this competitive marketplace, it enables managers to gain perspectives about the many advantages people of color and women bring particularly when it comes to diversity of thought and innovation. And as a result, managers have a wider selection of candidates to consider.

In these unprecedented times, what can companies, large and small, be doing to enhance learning and listening among their workforce?  

1) Listen, 2) Learn, then 3) Effect Change

When listening it is important to create a safe environment and culture where individuals can speak-up and share their deep concerns about society and the organization.

When learning, it’s important to understand the impact of white privilege. It comes with birth.  It is built into our systems. It all stems from slavery.

We have to understand how our systems and processes are stacked for some and against others in order to reframe and effect change. Employees are a great resource in providing these insights. And they will value that you want to listen, learn from them to effect change.

What books should CEO’s be reading now?

New York Times Magazine journalist Nikole Hannah-Jones The 1619 Project. She received a Pulitzer Prize for her work commemorating the 400th year the first slave was brought to America. Her work discusses America’s journey 244 years later emancipating 4 million slaves. She eloquently articulates the impact of slavery in our culture today.

Also, I suggest, Race, Work & Leadership: New Perspectives on the Black Experience by Drs. Laura Morgan Roberts, Anthony Mayo and David Thomas.

June 8, 2020 by Karen Callahan

Jeff Bussgang is General Partner and Co-Founder at Flybridge Capital Partners, Senior Lecturer at Harvard Business School, and the author of Entering StartUpLand and Mastering the VC Game

Flybridge has so many promising technology companies in its existing portfolio, what general advice are you giving them during these unprecedented times?

• Change your mindset to transform these obstacles into opportunities for your business.
• Over-communicate with your employees, partners, and customers. They should be sick of hearing from you.
• Prepare for the long haul. The pandemic and its ripple effect are going to be with us for a long, long time. 12-18 more months at least.

You’ve been an entrepreneur yourself and you also advise countless startups on their launches—what do you want to say to a new team getting started in this environment?

• Outstanding talent has never been more readily available – take advantage of it in a creative fashion!
• Stay focused on customer discovery before you rush to build. Customers are willing to spend more time with you than ever before.
• Prepare for 12-18 months of cash runway. It’s going to be a long journey from here.

As an author and teacher, you must spend a fair amount of time reading—what 3 books are essential for entrepreneurs right now?  

• The Obstacle is the Way by Ryan Holliday
• The Hard Things About Hard Things by Ben Horowitz
• Radical Acceptance by Tara Brach

May 29, 2020 by Karen Callahan

John Prior is CEO of Needham & Company, LLC, a globally recognized investment banking and asset management firm focused solely on growth companies and their investors.

You have seen countless developments impacting business cycles over the course of your career – how is this pandemic different?

From the first oil shock in 1973 through 9/11 and the events thereafter, the economic impacts of crises were primarily felt (and in several cases targeted at) the United States.  Over the last 20 years, as economies have become interdependent, information travels at the speed of light and large sections of the global population have become more mobile, the severity of the crises and the potential for long-term damage has increased significantly.  In 2009, when my college freshman son was diagnosed with Swine Flu, he was banished from his dorm room, campus and restaurants … for one week and stayed in the same hotel room as his Mom and sister.  Today, they shut down the college, they shut down the state and they would have quarantined my entire family.  The fear that has circled the globe for this pandemic is orders of magnitude higher than any other crisis in my lifetime.

What’s next for M&A for the rest of 2020?

The M&A environment for deals that were underway in Q1 will remain challenging for many reasons: many buyers are trying to unwind agreed upon deals, resulting in litigation from both buyers and sellers; for deals in process, limited visibility is hindering diligence; even when the diligence issues are satisfied, the closing processes have become complicated and require more time to complete; and foreign buyers must cope with a less favorable CFIUS panel.  Strategic buyers continue conserve cash and have become extremely selective in their evaluation of potential targets.  Private equity buyers have instructed many of their portfolio companies to focus their efforts internally to avoid defaulting on existing debt obligations.

For motivated sellers in this tumultuous period, what should they be doing now to enhance prospects for a meaningful transaction in the next 12 months?

Prospective sellers should focus on those levers that are within their control.  Strengthen the assets that drive buyers to pay a premium: people, customer relationships, brand and intellectual property.  Consider soft approaches to likely buyers to explore partnership opportunities.  Develop a compelling rationale for why you are pursuing a sale in a historically poor deal environment. Prepare for a rigorous diligence process by increasingly skeptical buyers.  Make sure that the cash balances are sufficient to get to a finish line that is further away than it was a year ago – sellers can no longer play chicken and expect a favorable outcome.

May 15, 2020 by Karen Callahan

Christopher Mirabile is Senior Managing Director and Board Member at Launchpad Venture Group, a nationally recognized angel group providing human and financial capital to help entrepreneurs build successful companies.

Launchpad has a broad portfolio of companies in its existing portfolio, what advice are you giving them these days?

Entrepreneurs who have just launched or are contemplating launching a startup are undoubtedly feeling a bit panicky as the social and economic consequences of Covid-19 start to pile up. There is a reasonable basis for concern in this climate, but I am here to tell you that the situation is not hopeless. If you have a good idea, it’s focused on a problem truly worth solving, and you are still feeling passionate and motivated about it, then hang in there a little longer and don’t give up on trying to raise money for your company.

I am not saying everything is going to be a cakewalk, however. This situation does present some challenges and there is no point in sugar-coating them. In the near term, fundraising is going to be harder and take longer during these uncertain times. Valuation expectations will most likely reset to lower levels as we have just been through a period where valuations increased unrealistically as other areas of the economy grew rapidly.

If you suspect you could be a successful entrepreneur, please don’t give up. At least not without trying. If your idea is good, the need is real, and you can prove some customers might care, we at Launchpad, and many of our early stage colleagues across the country, definitely are open for business and want to hear what you are up to. If nothing else, as individuals who have survived multiple downturns and lived to tell about it, we can give you some great advice. Come see us!

You’re an experienced public company executive, angel investor and advisor to companies large and small—what would you advise company decisionmakers about marketing their products in challenging times?

The challenge right now is that the list of “top priorities” for customers is much shorter.  In difficult economic times, people are more careful about what they spend, and they have less to spend overall.  Trying to market your product to people who won’t view it as a top buying priority in times of crisis is a waste of money you cannot afford to lose.  Hone your message down to the key reasons your product is a “need to have” rather than a nice to have, and focus that message on the subset of customers for whom your product is a top buying priority.  Not only is it an efficient way to spend limited marketing dollars in a crisis, you might be surprised by what you learn about product-market fit.

In this tumultuous period, what should new innovative product companies do now to attract funding, get launched and gain traction?  

In terms of gaining traction, I’d refer you to my previous answer.

In terms of attracting funding, there are a few things you need to do.  First, you are going to need to run as lean as you possibly can. Of course, that means staying in your current cramped headquarters – now is definitely not the time to sign a big lease. But it also means you can probably only run one “experiment” at a time, rather than several at once (whether it be testing a sales model, product-market fit, or a new marketing or sales approach.)

You are probably going to have to do more with less in terms of numbers of employees and types of employee roles. Your sales people and engineers may have to do some customer success work, for example, or you may have to do more of the sales and marketing yourself.

It also means you are going to want to be as revenue-forward as you possibly can, and focus as much as possible on bringing early customer revenue in the door. Not only is customer revenue the best possible type of financing for a business, the added proof of traction is going to be necessary to prove to investors that this business falls into the “need to have” category for an identifiable group of customers.

There is still plenty of investor money out there, but there are some bigger than usual “investor psychology” hurdles you are going to have to get over. Many investors are going to be inclined to “slow-down/cash-up” a bit and will approach all new things with greater skepticism than normal. Proving your conviction and determination to endure for the long haul has never been more important than in this kind of climate. You also have to recognize that investors are in somewhat of a defensive mindset in hard times – the top priority will be supporting existing companies that are salvageable, not adding new “problems” to their portfolio.

But perhaps more fundamental than anything else is the fact that investors are simply not going to be willing to pay as much for the privilege of being in your startup as they might have in more careless times. The portion of valuations attributable to pure speculation is off the table. Valuations are always an expression today of confidence in tomorrow. In uncertain times and facing economic headwinds, that irrational and unquestioning confidence is simply not going to be there. Even in the best of times, early stage rounds need to be crafted to result in a post-money valuation the company can realistically grow into using the money raised in the round. In tough times that equation is an especially harsh master. Not only is it more challenging to prove your “value” is equal to your post-money, you may also have to get there by stretching and doing more with a smaller round.

Why is this? There are two basic common-sense drivers of this phenomenon. First is the greater likelihood of failure during hard times. Companies can succeed, but it will be a smaller number, and it will be those with the most compelling value propositions. Further, even with the companies that succeed, it may take much longer, resulting in a lower time- and risk-adjusted return for investors. All things being equal, investors of all types are going to pay less for riskier investments with lower time-adjusted returns.

The final complicating factor is perceived future financing risk. When the world is facing difficult and uncertain times, an investor today is always concerned that their companies might have difficulty raising money in the future; even companies that have grown into their reasonable post-money valuations. The earliest angel stage investors may stay relatively active, but their enthusiasm will be tempered by greater-than-normal concerns that later stage financing may prove harder to get. There is already some anecdotal data to suggest some LPs in venture funds may be telling GPs to slow down and delay pending capital calls. That in turn will drive VCs to let up on chasing deals a little and be extra choosy about the things they look at. As a result, the earliest-stage investors will factor into their valuation expectations the possibility that necessary future funding may not be available. Or the possibility that where available, it may be offered only on punitive terms. Remember: the earliest investors are at the bottom of the stack; there are plenty of situations where a company ultimately succeeds, but, due to difficulty staying financed, and resulting lopsided financing terms, all the exit value goes to the later investors rather than founders and angels.

The only way to combat that situation is to keep post-money valuations down in the super reasonable range by trying to do more with smaller rounds and raising those rounds at lower (and let’s face it, slightly more dilutive) valuations. No matter what the situation is out there, all things being equal, it is always going to be easier to finance a business that has proven some solid traction, in a capital efficient way, and has a valuation that is clearly in line with what the company has accomplished so far.

May 11, 2020 by Karen Callahan

Peter Sacco is the Founder and CEO of Adelante Shoe Co., a made-to-order shoe company committed to paying its Guatemalan craftsmen a living wage.  www.adelanteshoes.com

What makes Adelante different from other shoe companies?

Adelante makes each pair to order, and delivers direct to the customer’s door in 10 days. Made-to-order means our customers can order from a much broader range of lengths and widths, personalize the aesthetic of their pair, and connect with their craftsman via multimedia while he handmakes their shoes.

We were born from a vision of economic development in Latin America, which is why all Adelante craftspeople earn over the Living Well Line. Furthermore, the COVID-19 pandemic has prompted us to launch an emergency aid program for craftspeople who are out of work as a result of the crisis.

Adelante has ties to Guatemala and you have extensive experience in Latin America—what are you hearing about business and economic conditions there these days?

Countries across Central America are facing the same challenging question as the United States: Is there a way to re-open the economy without exacerbating the pandemic? Some countries in Latina America got a jump on preventative measures (Guatemala, El Salvador) and are better off as a result, while others have a longer road ahead (Mexico, Ecuador). As a general rule, Latin American economies are largely intertwined with the US economy so the faster the US can rebound, the less economic pain Latin America will feel.

What are you learning about customers and the overall customer experience during these challenging times?  

We always want to be transparent, empathetic, and human with our customers. Folks want their purchase to have a direct, positive impact on the damage caused by this pandemic; everyone wants to be part of the solution. Luckily, none if this is an adjustment for our brand actions or voice. Folks are also looking for lower price point products, so we’ve been doing some secondary product development at our workshop in Guatemala.

May 6, 2020 by Karen Callahan

May 1, 2020 by Karen Callahan

Debi Kleiman is the executive director of The Blank Center for Entrepreneurship at Babson College, a former marketing executive, and author of the forthcoming book: First Pitch: Winning Money, Mentors, and More for Your Startup.

First Pitch is your first book—why did you write it?

In my role at Babson, I work with so many early stage entrepreneurs. Time after time they say how much they dread pitching and feel overwhelmed by the process. Information is scattered and in bite-sized pieces, that’s hard to use if you don’t have an organizing framework for how to move through it. It shouldn’t be something to dread – it should be something exciting! You are getting to tell the world about what you are building and inviting them to join you on the journey.

I wanted to take some of the angst out of the process by providing really concrete ways to create a compelling and memorable pitch, but also delve into the other dynamics around pitching that are so important – demonstrating the right interpersonal skills, proving your coachability, building relationships, and understanding your audience.

The book is an all in one resource for entrepreneurs that not only gives them an inside look at the process but also gives them ways to take action right away to begin mastering their pitch and other startup communication skills.

What makes for a “perfect pitch”?

Storytelling – people love stories, in fact, our brains are wired to remember stories so bringing your pitch alive with storytelling is important. Not only does being memorable matter to get people interested in helping you, but it also helps them tell your story to others who might be helpful, so it creates a ripple effect. Storytelling also puts people in listening mode vs sharing data and dry information puts them in evaluation mode, judging the idea and looking for errors.

Making an emotional connection with the audience – odds are that your business has a unique value proposition (it’s special sauce), and the stronger the unique value proposition, the higher the success rate. Many times this is about meeting an emotional or social need for a consumer, that maybe they didn’t even know they had. Using words that convey emotion or establishing an emotional connection with your audience can create magnetic energy that people can’t ignore, they just are compelled to jump in with you.

Using simple, direct language – no jargon or buzzwords. People don’t want to listen to a bunch of empty words that are just trying to hang onto a trend. You should be able to describe what you do in the simplest terms so that your grandma or your 12 year old nephew can get it.

Level up the pitch to something inspiring. Show that even in these early stages you have big ambitions and want to make an impact or start a movement. I’ve found that entrepreneurs constantly think too small, they need to have bold ideas that make people’s eyes widen and their pulse quicken.

It’s not just the pitch itself, the Q&A following the pitch or the conversation with an investor after your formal presentation is just as important. They want to know that you are coachable, open, trustworthy and truly understand the details of the industry. You are likely to get some negative feedback, don’t get emotional or defensive, instead use a catch phrase (“that’s interesting, let’s dig into that…”) that reminds you that this feedback, however harsh, is helping you learn and make the business better.

And last, never ever go into a pitch without researching the people you are pitching to. Learn about them as people, on a personal level if you can, but most definitely learn about what motivates them in business and what really lights their fire so you can tap into it.

In this tumultuous period, what pitch adjustments should entrepreneurs and innovators be doing now to attract funding and launch a product or service?  

Demonstrate you are being thoughtful about pivoting your business model to be relevant in a COVID-19 world, not only short term but longer term, when the world will likely be really different.

Show that you have in-depth understanding of your customer. This is true always, but now more than ever having great insight into how your customer thinks and what they want is a massive competitive advantage.

Have really sound financials, show how you can weather the storm and make a little money go a long way.

Demonstrate that your business is a “pill” rather than a “vitamin” – it should be based on a pain that absolutely needs to solved, a necessity – not a nice to have.

Be ready to pitch in a virtual environment, and use the time to build a relationship. Investors often feel compelled to invest because of a connection to the founder or the founding team as well as the business idea. Find ways to reveal the kind of partner you can be and show that working with you will be a rewarding experience. Even if they don’t invest in you, there might be other ways they can help if they’re excited about you and the business.

April 29, 2020 by Karen Callahan

Rana el Kaliouby, Ph.D., is co-founder and CEO of Affectiva and author of the insightful new book: Girl Decoded. 

Girl Decoded is both a personal memoir and a primer on AI—why did you write it?

When I first set out to write Girl Decoded, my goal was to evangelize human-centric technology and advance the AI industry. But as I reflected on my path to humanize technology, I realized that my professional mission – and the work of Affectiva, the company I co-founded – was so closely tied to my own personal journey. I knew that I had a more universal story to share about perseverance and embracing your emotions.

I’ve spent my career teaching computers to read emotions, pioneering technology called artificial emotional intelligence (Emotion AI). But, I wasn’t always in tune with my own emotions. For the longest time, I didn’t embrace them – I thought it was easier to push them out. Writing Girl Decoded forced me to reflect on my emotions at different points in my professional and personal life. I’ve realized the power of being open about your emotions, and finding your voice – first with yourself, and then sharing that with others. It’s only when we share our emotions that we’re really able to connect with one another.

My hope is that Girl Decoded will encourage people to embrace their emotions, and use them to form empathetic connections with others – whether we’re communicating in virtual worlds (especially amidst the global pandemic) or in-person.

Why is “Learning Human” so difficult for some companies?

In business, there tends to be an emphasis on quantifiable business goals, KPIs and data-driven decisions. Those metrics are obviously important, but oftentimes the human element of work gets overlooked – both in how leaders interact with employees, and how people interact with clients/partners. Another issue that some companies may face is that ego can get in the way of empathetic leadership. But I feel strongly that empathetic leadership is essential, especially in the times we’re living in now – and you don’t have to be a C-Suite exec to lead with empathy.

At Affectiva, our mission is to humanize technology. So, naturally, one of our company’s core values is human connection. We attribute our success to being open, collaborative, and striving to build meaningful relationships with the people we interact with – both internally as well as with our clients and partners. I’ve always believed that it’s ok to bring your emotions and your whole self to work. So, we’ve built a culture where, in our dealings with peers and partners, we’re empathetic and mindful of the fact that people may have things going on in their lives outside of work. 

In this tumultuous period, what should AI entrepreneurs and innovators be doing now to attract funding and launch a product or service?  

Right now, we’re completely reinventing the way we work, the way our kids learn, and the way we socialize – especially as those things are now taking place at home for many of us.

As challenging as this is to navigate, I believe these shifts will open the door for innovation. So, AI entrepreneurs and innovators should be thinking about how their technology can help address the challenges and changes presented by this new normal.

For example, with everything now shifting to virtual, I think we’ll see an increasing need for companies to understand engagement and their emotional impact on customers as they interact online. And, consumers will crave more meaningful interactions with technology, and by extension, with one another. That creates a market opportunity for companies like Affectiva, and others in the Emotion AI space, to explore use cases of our technology that will incorporate emotional intelligence into online interactions.

Finally, even in this tumultuous time, the fundamental principles of attracting funding or launching a product still stand. It’s important to have a well thought through plan for developing products or services that will solve a specific problem. And along the way, there must be clear goals and milestones in order to keep your team focused, and prove that you’re delivering on those objectives.

April 24, 2020 by Karen Callahan

Ashley Whillans, Ph. D.,  is a Behavioral Scientist, Asst. Professor at Harvard Business School and author of the upcoming book, Time Smart: How to Reclaim Your Time & Live a Happier Life, which will be featured this fall at Authors & Innovators (www.authorsinnovators.org).  

www.awhillans.com

 You have spent a lot of time thinking about the intersection in our lives of time, money, and happiness, and this is your first book—why did you write it?

As I describe briefly in the book, I had been doing a lot of research during my PhD on the trade-offs that people make between time and money and how these trade-offs shape happiness. Should I work longer hours and make more money, or work less and have less money? While I felt like I had learned a lot empirically, my personal life was suffering. I had prioritized work for a long time. Within the first two years of being a faculty member at Harvard Business School, I had gotten divorced, not been able to attend the funeral of my close cousin, and had missed out on the birth of my best friends’ child. Why was it so easy to say I valued time, and so hard to live that truth? I wrote this book to try to take all of the best research on the psychology of time, money, and happiness, and help myself and others put it into practice in their everyday lives—by providing the empirical science and concrete ways of turning that science into action through a series of exercises and a brief workbook that is contained at the end of every chapter.

Working from home is the newest challenge for so many executives—what’s the one (of many) most important rule we all should follow now?

If this ‘forced experiment’ in total work-life integration has taught me or my clients anything, it is that we have to—more than ever—adhere to personal boundaries. With home as work and work as home, we need to create rituals that help us separate our work and personal lives. Set one room as the office, let your entire family know when you are on an important work call so they won’t interrupt you, put on perfume and get dressed as you would going into work. Don’t work on the weekends. Creating physical separation and personal rituals that help you set boundaries between work and life has never been more important than it is now. And, take your weekends. With everyday feeling like the same day, many executives are saying the only way to maintain their sanity is to maintain a semblance of a weekend.

In this tumultuous period, what can companies, large and small, be doing to enhance the well-being of their workforce?  

In this stressful time, it is tempting to overcompensate.  You want your employees to feel supported, so you support them too much or impersonally. If you want to let your employees know you are thinking of them, send a short text message with no expectation of a reply, just to say hello. If you want to have a team check-in, do it at the beginning of an already scheduled meeting (vs. scheduling yet another 1-2 hour zoom call happy hour). If you want your employees to use the latest resilience app, give them the permission to use it in the middle of the day—or even better—try it altogether during a company-wide meeting. By tailoring your support to each person individually, and providing it in small manageable bite-sized snacks you will be more likely to improve employees’ well-being and reduce overwhelm as opposed to contributing to the very problem you are trying to solve in the first place. Also, don’t be afraid to be personal and fail in front of your employees. Employees feel more comfortable in asking for what they need to get their work done, when they see their manager come to a meeting sweaty (because they worked out in the middle of the day) or when their cat is roaming around the background of their meetings. Tell your employees if you aren’t doing OK, chances are they aren’t in an ideal situation either. Sharing how you are all struggling, together, can help to create an environmental of psychological safety and trust.

March 30, 2020 by cleden01

3 Simple Things with Pam Krueger, Founder and CEO of Wealthramp, an innovative private company focused on matching investors to financial advisors. www.wealthramp.com

What does Wealthramp do?

Wealthramp helps people find and connect with fee-only, fiduciary financial advisors.  That means an advisor that works for you – not a bank, brokerage firm or insurance company – and has your best interest in mind.  Everyone’s financial circumstances are unique, so financial advice can’t be one-size-fits-all. In 3 easy steps, Wealthramp’s proprietary platform matches consumers to best-fit independent advisors based on personal needs and preferences, including preferred fee model, how a client wants to interact with an advisor, and unique situations such as a child with special needs, concentrated stock ownership, or life event planning.

You’re an investor advocate and longtime co-host of Moneytrack on PBS, what would you advise investors do right now?

The last couple weeks have been challenging for all of us, and COVID-19 is now disrupting our finances. The stock market is in bear territory, making it easier to make emotionally-based and potentially irrational investment decisions.  I’ve lived through financial roller coaster rides, and anyone that’s seen me on MoneyTrack knows that the worst thing you can do is to make financial moves out of fear.  We just posted a very short video with the 3 most important questions to ask your financial advisor right now.  And if you don’t have a trusted fiduciary financial advisor, please know that Wealthramp.com as well as me, personally, are here to help.    https://www.youtube.com/watch?v=jhlXD6zpaqw

 In this tumultuous period for consumers, what is an innovative fintech company like Wealthramp doing now to gain traction?  

We’ve always said that the time to start working with a fiduciary advisor you can trust is before a catastrophic event.  As the dust begins to settle, people are going to realize that they wish they had expert financial advice at the ready.  We want to make sure that we are visible when consumers are ready for help.  So media exposure now is extremely important.  Over the last year, we built out our advisor network across the country, so it’s the right time for us to access national media.  This week, we hired an expert PR firm – led by a key member of the PR team that launched Sallie Krawcheck’s digital advice platform.  We want to do everything we can to help people make the best decisions about who to turn to for help.  That’s our number one job.  We’re also partnering with employers to reduce financial anxiety in their workforce at this difficult time.

March 23, 2020 by cleden01

3 Simple Things with Sandy Posa, Founder and CEO of  HCI Cleaning Products, a private company focused on developing products that keep your home, and our environment, safe from toxic cleaning chemicals. www.forceofnatureclean.com

Force of Nature is in great demand these days—what is it?

Force of Nature is a little appliance that uses electricity to convert salt, water & vinegar into a multi-purpose cleaner and disinfectant as effective as bleach. It’s EPA registered for hospital use and kills 99.9% of viruses and bacteria with no toxic chemicals. Given how anxious families and businesses of all kinds are right now about COVID-19, we’re working day and night to keep up with the demand.

You’re an industry veteran from P&G & Gillette—what would you advise company decisionmakers about selling their products in challenging times?

In such stressful times we treat our customers with the utmost respect. We are truthful about when we can deliver product, we spend the time to answer all of their questions and we respond with a yes to all of their requests, if at all possible.

In this tumultuous period for consumers, what should new innovative product companies do now to get launched and gain traction?  

The obvious question for most early stage companies is how to survive until demand comes back. We are in the fortunate position that meeting  demand is our biggest challenge. Cash is king in these situations, so management must concentrate on all measures to either generate cash, raise additional capital, keep your best people, cut any extra activities. If the company has not yet launched then a plan to survive for the next  6+ months with no revenue and most likely very limited additional financing.

March 19, 2020 by cleden01

3 Simple Things with co-founders Terry Mullen and Jeremi Karnell of Truelytics, a private fintech company focused on developing innovative tools that empower financial advisors and wealth management executives. www.truelytics.com

What’s the idea behind Truelytics?:

According to Accenture, $30 Trillion in intergenerational wealth is about to exchange hands. Historically, generational transfers from one generation to the next have resulted in their heirs changing advisors, presenting both an opportunity and a major threat for wealth management firms and enterprises.  We call this the Great Transition. We’re focused on helping wealth management enterprises attract, grow and retain advisory businesses while also reducing time and costs related to transitions. 

Financial advisors must be hearing a LOT from their clients these days—What are you telling them about how to manage volatility and potential transitions?

We know that executives at wealth management firms, financial advisors, and their clients are likely feeling quite anxious about the COVID-19 pandemic. To that end, we recently introduced TrueContinuity which is designed to allow financial advisors to upload and store an emergency continuity plan (including key contacts, important documents, business processes, and detailed action steps) that can be automatically executed in the event of an untimely death, disability, or business disruption. Tomorrow we are publicly announcing that we are making that solution free to current customers for the remainder of 2020.

In this tumultuous period, what should innovative new fintech companies do now to get launched and gain traction?  

Focus on the basics: get people to try your product and tell their friends. Develop a financing strategy to fund the business—Wall Street may be in turmoil, but thoughtful investors who like fintech business are out there. Don’t be afraid—some of the best businesses get launched when other people are looking the other way.  Indeed, the current state of world affairs will expose many challenges presented by legacy systems/processes in the financial services space. Pay attention and see if you have an idea or creative solution that can present itself at the right time and place.

March 16, 2020 by Karen Callahan

We are fielding lots of messages for CEO’s, board members, and other decisionmakers about how to adjust to the changing circumstances around us.  Here’s a simple summary of the topics and responses:

Access to Capital?  Most teams are assessing cash flow and runway on a daily weekly basis and making plans, even if budgets may change rapidly. (As former BigLaw attorneys now practicing from a much more cost-efficient platform, we’ve been through previous crises and we “get it.”)  Good news is that VC’s, investors and commercial bankers also are working from home and they want to do deals too. Consider polishing your one pager or deck and sending that email intro.  Chances are, they will get it and respond to it.  Talk to your legal and accounting advisors and outside marketing or business development staff—they understand that you are budgeting and making fast and difficult decisions. (As usual, we are not afraid to tell clients to defer any unnecessary projects or notably, how to do them now, but cost efficiently.)

Exit/M&A Events?  See the above.  Investment bankers and potential buyers, whether strategic or financial/private equity buyers, also are working remotely and often from their home desks!  Diligence can be done through remote data rooms and preliminary management meetings can be done via video conference. From what we are hearing, we may see the M&A world pick up significantly once the current fog clears.

The Team. Your team is reading the same headlines and challenging economic predictions as you are today—can’t be helped when we are connected online and all day, especially with the world of sports and entertainment largely on hold!  Keep everyone up to date, and if salary cuts or reductions may be part of your go-forward plan, get in front of that messaging and consider new equity incentives and creative longer-term cash bonus plans. Align their long term thinking to yours.

The ecosystem: the small businesses around you—NEED you.  Think about the small businesses and vendors who are part of your network and eco-system. They are likely hurting right now and they need your help.  Consider buying a gift card for later use from a local restaurant, sandwich shop or catering company. Small business owners often don’t have cash reserves and they depend on all of us to keep them going. Consider sponsoring a food delivery to a local shelter—they get the food, the restaurant gets the business, and you might even get the charitable donation?  Let’s be creative and do all we can.  After all, we’re all in this together!

January 14, 2020 by Karen Callahan

Boston Speaks Up is a multi-platform storytelling series from Fabric Media documenting the civic leaders, entrepreneurs, creators, innovators and artists with connections to Boston. 

LISTEN TO THE PODCAST and LEARN MORE HERE

Larry Gennari is a general counsel for a wide range of Boston-based businesses. He has a reputation of being a trusted and beloved business advisor to public companies, venture-backed companies, early-stage ventures, entrepreneurs, investors and board members. Many in the Boston innovation community rely on Gennari for expert legal counsel on financing strategies, partnerships, and mergers and acquisitions. He is a founding partner of Gennari Aronson LLP, which has consistently been named New England Super Lawyer for mergers & acquisitions, securities and corporate finance.

Having served as a corporate and transactional lawyer for more than two decades, Gennari’s work includes countless mergers and acquisitions, private offerings, venture capital financings, joint ventures, and public offerings as well as SEC compliance for public companies and their directors and officers. He’s also an Adjunct Professor at Boston College Law School, and developed one of the Law School’s newest courses, Project Entrepreneur, a student-led business fundamentals bootcamp for entrepreneurs with criminal records, many of whom were previously incarcerated.

December 19, 2019 by Karen Callahan

Larry Gennari, Carol Fulp to guide the education organization in its mission to help students find their path and plan for their future 

BOSTON – December 10, 2019 – American Student Assistance® (ASA), the national education nonprofit dedicated to helping students make informed choices about their futures, today announced it has appointed two established business leaders to the helm of its board of directors. Lawrence Gennari, partner at the Boston-area law firm Gennari Aronson LLP, will serve as chair, and Carol Fulp, retired former president and CEO of The Partnership, Inc., will serve as vice chair.

“We are incredibly lucky to have such accomplished and insightful leaders guiding our organization,” said Jean Eddy, president and CEO of ASA. “Larry and Carol have been trusted advisors to ASA for years, leveraging their experiences in talent development and education, and each brings unique skills and incredible savvy to our board. We look forward to their new leadership roles as we work together to help students know their options and make informed choices for life after high school.”

Gennari, a corporate and transactional lawyer for more than two decades, has been a member of the ASA board of directors since 2011. Gennari is the co-founder of Gennari Aronson, LLP., a boutique law firm serving private and public companies and entrepreneurs in a wide variety of industries. He also has been an adjunct professor at Boston College Law School for more than 15 years, and recently developed the Law School’s Project Entrepreneur course, a student-led business fundamentals bootcamp for entrepreneurs who previously were incarcerated. He is a frequent contributor to the Boston Business Journal on corporate finance, venture capital, and entrepreneurial topics, and he spearheads Authors & Innovators, an annual, community-based business book and ideas forum. Gennari earned his J.D. from the College of William and Mary and earned his bachelor’s degree in accounting from North Adams State College.

“ASA is doing important work at the intersection of education, innovation and the future of work. I’m honored to assume the role of chair of the board of directors for ASA at such a critical time,” said Gennari. “For our country, our states and our communities, the future begins now. I’m excited to work closely with Carol Fulp, our colleagues on the board, and ASA’s leadership team to ensure that more young people complete high school with a sense of what they want to do in life and a plan for how to get there.”

Fulp has been an ASA board member since 2009. She is the Founder and CEO of Fulp Diversity Consultants, where she assists CEOs and their organizations in advancing diversity and inclusion.  Previously, she led The Partnership, New England’s premier organization dedicated to enhancing regional economic competitiveness by attracting and retaining multicultural professionals. Fulp is the author of Success Through Diversity: Why The Most Inclusive Companies Will Win, and she also led philanthropy at John Hancock. In 2011, she was appointed by then-President Barack Obama as U.S. Representative of the 65th Session of the United Nations’ General Assembly. A trustee for Eastern Bank and the New England College of Business, she was one of the co-founders of the Massachusetts Conference for Women, the largest conference for women in the country. She also is a recipient of the Greater Boston Chamber of Commerce Distinguished Bostonian Award and is a graduate of the University of the State of New York.

To view the full ASA board of directors, visit www.asa.org/aboutus.

###

About American Student Assistance^® (ASA)

American Student Assistance^® (ASA) is a national nonprofit committed to helping kids know themselves, know their options, and make informed choices to achieve their education and career goals. ASA^® has a 60-year legacy of working directly with students to increase their access to higher education through loans and financial education. ASA has turned its experience into impactful solutions for students in grades 6-12 to help them pursue their dreams. To learn more about ASA, visit www.asa.org/about-us

Media Contact

Candice Perodeau

Director of Public Relations

cperodeau@asa.org

December 3, 2019 by Karen Callahan

Ready or not—The holiday season is upon us!   Instead of the old, the tired, and the usual stuff, consider the gift of inspiration & ideas. Here are 10 great reads, some of which were featured at this year’s Authors & Innovators event:

1. Do More Faster by Brad Feld (and others). Starting up, getting stuck, moving forward; advice from those who have been there.
2. Smart Collaboration by Heidi Gardner. Collaborating is easy right? Nope. Here’s why and here’s how.
3. Jumpstarting America by Jon Gruber and Simon Johnson. Innovation thrives –and so do communities and universities –when government invests in our intellectual infrastructure!
4. Leading With Dignity by Donna Hicks. Dignity is more and different than “respect:” understanding how and why makes all the difference for every team and company.
5. The Sun Does Shine by Anthony Ray Hinton. The compelling story of perseverance, integrity, dignity and grace by a former death row inmate; a must-read for those who wish to cultivate those qualities for their companies and in themselves.
6. Reboot: Leadership & the Art of Growing Up by Jerry Colonna. Great companies are built by humans, some brilliant, many broken, all with their own story and strengths.
7. Are We There Yet? The American Automobile: Past, Present and Driverless by Dan Albert. A fun walk through the history of cars in the US and how they shape our lives today.
8. How We Make Stuff Now by Jules Pieri. Innovators are creating citizen commerce, cool new products, and the next generation entrepreneurs.
9. The Gifted Generation: When Government was Good by David Goldfield. An engaging history of federal programs created and implemented in the decades after World War II to ensure economic and business growth.
10. The Birth of Loud by Ian Port. The fascinating parallel lives of inventor Leo Fender and musician Les Paul, the evolution of the electric guitar, and a turning point for rock and roll.

More book recommendations here, here, here, and here!

November 22, 2019 by Karen Callahan

PUBLISHED IN THE BOSTON BUSINESS JOURNAL

By Lawrence Gennari – Chief curator, Authors & Innovators
November 21, 2019

To succeed on TV’s Shark Tank, you better have a good story. If you can’t give the sharks/investors a compelling narrative that includes an innovative product or service, a growing and underserved market, and demonstrable and repeatable revenue, then you won’t generate competitive investor interest. Instead you’ll end up with Kevin “Mr. Wonderful” O’Leary, or one of the other sharks, offering you $25,000 for 90% of your company.  Not a great reward for a venture just started — and you’ll be embarrassed on TV.

The narrative matters off-camera too, especially if you want to attract talent, pitch investors or, after some growth and progress, sell the company. That’s what I counsel my corporate clients at all stages, in many industries, all of the time.

We are all storytellers. It’s a natural part of the human condition. The stories we tell and the stories we hear help us make sense of the world. We also know what makes someone better at storytelling than others: a heightened perceptiveness, a gift for observation, a feel for language, and a visceral understanding of the listening audience. That’s why reading and exploring new ideas is so fundamental for entrepreneurs, C-suite executives, board members, and … well, everyone.

I just finished Narrative Economics: How Stories Go Viral & Drive Major Economic Events, the new book by Nobel-prize winning economist Robert Shiller. This is a thoughtful and compelling read about how popular narratives start, take off and impact the economic decisions people make every day. Shiller makes a strong case for incorporating narratives into economic theory and public-policy mechanisms. His take on how politicians and investors can be influenced by the oft-repeated and overbroad narratives of machines replacing people (dial-phones replacing switchboard operators in the 1930s; robots replacing factory workers from the 1960s through the 1980s) is spot-on.  Stories can, and do, move investors and markets.

Shiller also thinks a lot depends on who is telling the story. Columbia Professor Stephen Martin and MIT Researcher Joseph Marks would agree, and in their new book, Messengers, Who We Listen to, Who We Don’t and Why, they explain how “hard messengers” convey status, wealth, achievement and dominance and can drive a message about tangible benefits, while “soft messengers” emphasize warmth, vulnerability and trustworthiness and can build long and lasting business relationships. Hint: just adding a red “power tie” or bold-colored suit to your wardrobe for that next presentation is old thinking. This is a book that any prospective Shark Tank contestant — or CEO pitching for business or investors — will find useful.

Of course, the most important story might just be your own and for that, I would recommend Jerry Colonna’s new book Reboot: Leadership and The Art of Growing Up. Colonna is an executive coach, an experienced venture capitalist, and a skillful storyteller. In Reboot, he urges decision makers and CEO’s onward to a journey of radical self-inquiry through stories, anecdotes, and strategies and examples from his own experiences, good, bad and ugly. Colonna’s writing is unflinchingly honest, raw, and numinous. I marked no fewer than 20 pages so that I could return to them later with greater intention. No surprise, he encourages writing, reading and introspection as a path forward.

November 19, 2019 by Karen Callahan

November 15, 2019 by Karen Callahan

Paul Martini, the CEO of Boston-based cloud security company iboss Inc., recently said that an IPO is “definitely” down the road, providing details regarding revenue goals and expected IPO range. While cybersecurity and IPO experts agree that cybersecurity is a growth area, they were surprised to hear Martini’s proposed timeline for hiring a CFO. Martini is aiming to have a CFO just three to four months before the planned IPO.

iboss bills itself as the checkpoint of data that moves between devices and applications, securing Internet access on any device in the cloud. In October, Martini said that the company may file the regulatory documents to go public in the next 12 months, provided they hit an annual recurring revenue goal of $100 million. The capital that iboss might raise in an IPO is between $200 million and $600 million, Martini said.

“He’s implying a valuation for his company probably somewhere around $1 billion or more,” Neil Aronson, corporate and securities lawyer and partner at Needham-based Gennari Aronson, said of Martini. “It’s a little bit hard to gauge how successful he would be. He certainly doesn’t lack for confidence … That’s good in a CEO, I suppose. Although, within reason, right? You know, you can very confidently drive off the edge of a cliff.”

Read full article here

November 1, 2019 by Karen Callahan

October 28, 2019 By Jacqueline Ganim-DeFalco

Larry Gennari is a master at weaving together a trend-spotting tapestry of innovative business ideas. The very notion of keeping up with the plethora of new business books is an intimidating challenge.  For those of us who can’t, he offers us highlights with the value added of a compelling story that ties it all together.  The 2019 3^rd Annual Authors & Innovators Festival took place last week at the UMass/Mt. Ida Campus with a roomful of avid “listeners!”  The three panels included 13 speakers and VIP moderators – Larry himself, Doug Banks – Boston Business Journal, and Carol Fulp.  Topics included: Team Building, Retaining your competitive edge, and Success through Innovation.  Here’s my quick topline of these highly energetic and informative panels.

Read the full article here on Marketing Recon

October 12, 2019 by Karen Callahan

I’m a bit addicted to home-renovation shows, and one of my recent and recurring addictions is Love it or List it, the home-design show on HGTV. The premise of the show is simple: the hosts, Hilary, a home designer, and David, a real estate agent, visit couples trying to decide whether to renovate or to sell their homes. They visit with the homeowners to hear them out, set budgets, and assess alternatives.

If you watch the show, then you already know: By and large, these people are crazy. They tell Hilary what they “must have” to be happy in their current house, and they advise David about “what it will take to make them move.” For Hilary, the requests often are unrealistic or outrageous: a luxurious new master suite, massive walk-in closets, a renovated larger bathroom for their six kids and a spacious home office — all for a 1,100-square-foot house and a budget of $40,000.

For David, people often want brand-new construction, ideally in the same neighborhood, but also somehow with a better commute to work, all for the same price as their current home. Why not throw in a Shetland pony too? My own pet peeve is with those who also want “man caves” or “lady lairs.” (The very use of those terms is an alarming practice that must be stopped before it spreads.) My wife and I often end up yelling at the TV screen, which is fun and cathartic.

At this time of year, many business owners wrestle with similar existential questions, and I see much of the same angst in my M&A practice. Luckily, I have a few business books to recommend for the love-it-or-list-it business decision: Does your established growth company need a renovation (or at least, some innovation to sustain its competitive advantage)? Then you need to read HBS Professor Gary Pisano’s new book, Creative Construction, a smart, direct and thoughtful guide to creating and maintaining innovative strategies, even and especially for established companies that are considered well-run. I liked Pisano’s practical ideas about forcing an organization to search for new ideas in novel and unfamiliar places, inside and out.

Read more

September 6, 2019 by Karen Callahan

PUBLISHED IN THE BOSTON BUSINESS JOURNAL

By Lawrence Gennari – Chief curator, Authors & Innovators

Aug 30, 2019

July 19, 2019 by Karen Callahan

In his recent article in the Boston Business Journal, partner Larry Gennari reflects on those who came before us, who pioneered new worlds, fought for our freedoms, and helped preserve our way of life to ensure a future of economic opportunity for all. Current disparities in venture and other available funding for businesses headed by women and people of color undoubtedly have historical roots, some dating back to World War II.  There are several great books worth reading to know more about this history which may surprise, infuriate and probably inspire you.

Read full article here

May 3, 2019 by Karen Callahan

Interested in food entrepreneurship? In this interview by Rachel Greenberger of Babson College, Larry Gennari shares some key pointers on getting started.

April 26, 2019 by Karen Callahan

The Boston Business Journal Executive Pursuits column featured thoughts from Larry Gennari, partner at Gennari Aronson. Larry shared highlights from some of the business books he has been reading as curator of the annual Authors + Innovators Business Ideas Festival.

Below is an excerpt from this article with a link to read the entire piece in the Boston Business Journal.

Executive Pursuits: Cleveland was music to my ears

by Larry Gennari

Cleveland: If it isn’t exactly first on your list for a weekend getaways and executive retreats. I want you to think again. 

Sure, it once was one of America’s largest cities, with a storied past that reflects the complicated economic history of the American Industrial Revolution. Even today, we look to such cities as Cleveland to make sense of the nation’s angst about innovation, the future of work, and an economy in transformation. The emerging balance of industries and pockets of creative development there now are incredibly interesting and vibrant. But that’s not why you should go to Cleveland. You go to Cleveland for rock ‘n roll — and the Rock & Roll Hall of Fame. 

After a direct flight from Boston, you’ll need at least two to three hours to tour the place. I spent five. Of course, before you go, you’ll also need some books. For background, I recommend that you start with a favorite from my bookshelf, Mark Winegardner’s Crooked River Burning, a ponderous, entertaining, and iconic novel set in Cleveland. Then, you’ll need some history on the start of rock and roll as a business. Lucky for you, author Ian Port’s new book The Birth of Loud is an incredibly entertaining saga of the rivalry and parallel lives of electric guitar innovators Les Paul and Leo Fender, both early Hall of Fame inductees. 

For perspectives on challenges in the industry today, you should read Eamonn Forde’s The Final Days of EMI, as well as Music on the Chain, Anthony McGuire’s new, short, readable book on the promise of block chain and the opportunities for artists to use technology to connect with their fans in direct and even more meaningful ways. 

So grab your headphones, a few business books, an old black concert t-shirt, and then head to the airport.  You know you want to do this.  As the King , Elvis Presley himself, once said: “You only pass through this life once, you don’t come back for an encore.”  

Please click here to read the entire Boston Business Journal article. Subscription required.

Lawrence Gennari is a business lawyer, law professor, and chief curator for Authors & Innovators, an annual business book and ideas festival.  

April 12, 2019 by Karen Callahan

By Lucia Maffei  – Technology Reporter, Boston Business Journal

Preparation, preparation, preparation. That’s the word that was probably most repeated at the “Anatomy of a Merger” panel organized on Thursday by Gennari Aronson, a Needham-based law practice specializing in general counsel services, mergers and acquisitions and financing. 

The event was aimed at providing attendees, including many business owners, with a sense of the legal technicalities that are in place when companies are either sold or acquired. 

The takeaway? In an M&A deal, shaking hands and uncorking champagne are, of course, part of the picture. But these moments come after months of questions asked, numbers crunched, and risks assessed. 

Hence, preparation: Particularly on the selling side, people who go through an M&A deal need to prepare the ground before bringing up the subject. They need to be mentally prepared to what’s next, when the actual process begins. 

Moderated by Lawrence Gennari, partner at Gennari Aronson, the discussion at the Wellesley College Club brought together panelists with expertise in all the ingredients of a deal, including accounting, corporate counseling and insurance. They were: Jim DeLeo, managing partner at accounting firm Gray, Gray & Gray; Imran Haque, corporate counsel at HealthcareSource; Laura Glynn, partner at Gennari Aronson; Emily Maier, senior vice president at Woodruff Sawyer Insurance; and John Prior, CEO at Needham & Company.

Here are three points that both buyers and sellers should keep in mind when negotiating an M&A deal: 

Value-drivers for buyers and value propositions for sellers

Essentially, buyers want to see “a lack of problems,” or in other words, “a very clean, very well-run, very documented company,” Maier pointed out. Conversely, the very first thing prospective sellers want to do is getting their business in order. “If you were selling your house, and the fence outside from the front of your house was falling down, chances are you’d probably fix it before you put the ‘For sale’ sign in front of your house,” DeLeo said. Preparing a business for sale doesn’t take a month, but a year or more, DeLeo added: “Sometimes, you might not be in a tax-efficient structure, in which case you’ll need to do some pre-planning in order to give yourself as a seller flexibility to, basically, sell stock, sell assets.”

Three basic structures for getting sold

How exactly are companies being sold? “You can sell the equity, you can sell the assets, or you can have a merger—and a merger is selling the equity,” Glynn explained. “The tax consequences can be very different.” Generally speaking, selling the equity or a merger is easier than selling the assets, she continued. But when selling equity, you have to be sure that every person who has a piece of equity is going to be at the table to sign the documents, Glynn pointed out. 

The ‘letter of intent’ is only the beginning

Typically, buyers are going to do the draft of the agreement, Gennari said. On the sale side, sellers need to “clean up the closet” and “find all the skeletons,” DeLeo said; on the buy side, tax consequences need to be taken into account. The last thing that is settled? “The seller is supposed to deliver a certain amount of working capital: current assets over current liabilities,” Glynn said. “If what they deliver at closing is more or less than that target, then the purchase price is adjusted dollar for dollar.”

March 24, 2019 by Karen Callahan

The Boston Business Journal Executive Pursuits column featured thoughts from Larry Gennari, partner at Gennari Aronson. Larry shared highlights from some of the business books he has been reading as curator of the annual Authors + Innovators Business Ideas Festival.

Below is an excerpt from this article with a link to read the entire piece in the Boston Business Journal.

Executive Pursuits: Springtime fishing brings questions, answers

by Larry Gennari

Spring arrives, as the late poet Mary Oliver wrote, “year after year, humble and obedient.”  For the philosophical among us, the change of seasons reminds us to number our days and to seek out that which truly matters with the time we have left. For the more business focused, more daylight just means greater productivity, fewer cancelled meetings, and a commute that doesn’t end in the dark. 

So, what can the thoughtful executive do now, at this time of year, to balance the needs of the head, the heart and the practical day-to-day? I have a suggestion: Go fish. Lucky for you, April 1st marks open-water fishing season on all lakes and ponds in Maine. 

While you are planning, you also might want to grab a great book. I enthusiastically recommend Langdon Cook’s Upstream: Searching for Wild Salmon, from River to Table, a must-read for those who want to learn more about the natural history of this majestic fish and the varied efforts to protect its habitats and the fragile supply chain that brings it to our tables. 

For C-suite executives navigating this volatile and changing global economy—you need to read Crashed: How a Decade of Financial Crises Changed the World, by Columbia University Professor Adam Tooze, an ambitious and sprawling book that details the predictable reasons for and the troubling aftermath of the 2008 financial crisis.  As an essential (and much shorter) companion read, you also must pick up Tim Marshall’s Prisoners of Geography: Ten Maps That Explain Everything About the World (now in paperback). 

As my favorite character, Ishmael, accurately observed in Moby Dick, the greatest fish story ever written, “Ignorance is the parent of fear.” That’s a lesson worth keeping in mind as you read these insightful books. 

Please click here to read the entire Boston Business Journal article. Subscription required.

Lawrence Gennari is a business lawyer, law professor, and chief curator for Authors & Innovators, an annual business book and ideas festival.  

March 8, 2019 by Karen Callahan

February 1, 2019 by Karen Callahan

The Boston Business Journal Executive Pursuits column featured thoughts from Larry Gennari, partner at Gennari Aronson. Larry shared highlights from some of the business books he has been reading as curator of the annual Authors + Innovators Business Ideas Festival.

Below is an excerpt from this article with a link to read the entire piece in the Boston Business Journal.

Executive Pursuits: Reading Makes You Smarter

by Larry Gennari

Ready or not, 2019 is here — and with it, at least according to most pundits and economists, comes the prospect of slower growth, more uncertainty, and continuing general anxiety about divided politics and our overall place in the world.

So, what should you do in this first quarter or for that matter throughout the entire year? No surprise, my advice for C-suite executives is to read, more thoughtfully and expansively, but also to write and reflect— all while putting down your phone – because our brains are changing and adapting as we become more dependent on digital technology.

Check out the new and incredibly entertaining book, written in the form of letters to us: “Reader Come Home: The Reading Brain in a Digital World,” by Tufts professor and cognitive neuroscientist Maryanne Wolf.

If you think you don’t have time to read, remember that Warren Buffet credits many of his best business decisions to his habit of spending 80 percent of his time reading.  So, if you, too, want to track business trends, you should read “AI Superpowers: China, Silicon Valley and the New World Order,” by Kai-Fu Lee, founder of Sinovation Ventures and former president of Google-China.

What about writing? Writing regularly and more deeply, whether for a blog or just for yourself and via every digital medium, is great practice and it’s critical for engaging communication. Just ask Aron Ain, CEO of Kronos and the author of the smart new book: “Inspired: How to Build an Organization where Everyone Loves to Work” and pay close attention to his chapter “Overcommunicate.”

You may think you already do plenty of reflecting, but if you read Hans Rosling’s timely and insightful book Factfulness, you’ll learn that most all of us process information through continually reinforced biases and pre-conceived notions of what must be true.

In short, 2019 will present some of the same challenges that we have seen before — but that doesn’t have to mean “more of the same” for you. A renewed focus on reading, writing and reflecting may be just what you need as you make your way through it.

Lawrence Gennari is a business lawyer, law professor, and chief curator for Authors & Innovators, an annual business book and ideas festival.  

Please click here to read the entire Boston Business Journal article.  Subscription required to read the entire article.

January 1, 2019 by Karen Callahan

The Boston Business Journal Executive Pursuits column featured thoughts from Larry Gennari, partner at Gennari Aronson. Larry shared highlights from some of the business books he has been reading as curator of the annual Authors + Innovators Business Ideas Festival.

Below is an excerpt from this article with a link to read the entire piece in the Boston Business Journal.

Executive Pursuits: Time to reflect on ‘vocational discernment’

by Larry Gennari

As we close out one year and begin another, many of us use this as a time for reflection, both personal and professional.   If you are contemplating your career and your work, you are not alone.  While there are many books to turn to, here are some that are worth your consideration.

Boston University Professor Ellen Ruppel Shell’s latest book, The Job: Work and its Future in a Time of Radical Change, discusses how work gives us an identity and a sense of purpose and place in the world.

For the entrepreneurs out there, begin with the basics, including startup guru Chris Guillebeau’s books: The $100 Startup: Reinvent the Way You Make A Living, Do What You Love, and Create a New Future and the more recent Side Hustle: From Idea to Income in 27 Days. Both are fun, engaging and easily readable.  Or check out lawyer-turned-chocolatier Shawn Askinosie’s thoughtful book, Meaningful Work: A Quest To Do Great Business, Find Your Calling and Feed Your Soul.  Just a note, if you can’t find a job you like, you might do well to create your own.

Other compelling reads that will give you insight into various professions and professionals include Phuong Uyen Tran’s new book, Competing with Giants, Paul Freedman’s Ten Restaurants that Changed America, or former Saleforce CMO Tien Tzuo’s new book Subscribed.

Finding meaning in our work is a challenging and often lifelong process.  Reading insightful stories about how others have found meaning in theirs — might help you take the first step.

Larry Gennari is a business lawyer and chief curator for Authors + Innovators, an annual business book and ideas festival (www.AuthorsInnovators.org)

Please click here to read the entire Boston Business Journal article
Subscription required to read the entire article.

November 21, 2018 by Karen Callahan

The Boston Business Journal Executive Pursuits column featured thoughts from Larry Gennari, partner at Gennari Aronson. Larry shared highlights from some of the business books he has been reading as curator of the annual Authors + Innovators Business Ideas Festival.

Below is an excerpt from this article with a link to read the entire piece in the Boston Business Journal.

Executive Pursuits: Holiday food, family, friends, and common ground

by Larry Gennari

With all the anxiety in the world this year, conversations around the Thanksgiving table and at other holiday get-togethers are bound to be a bit more intense.  What can the thoughtful entrepreneur or innovator do now to navigate that potentially awkward dinner? Maybe not much … but you might at least prepare by reading a few business books in the coming weeks.

Start by taking a deep breath and putting yourself in the other person’s shoes. That’s timeless advice you’ll get from Harvard negotiators Samuel Dinnar and Lawrence Susskind in their terrific new book: “Entrepreneurial Negotiation.”  Hint for Thanksgiving: listening is critical and you do NOT have to win every single point to make meaningful progress.

For more specific topics across the dinner table, you should read Harvard Business School Professor William Kerr’s new book: “The Gift of Global Talent: How Migration Shapes Business, Economy and Society.” I laughed out loud at Kerr’s metaphor about Moore’s Law and the Tooth Fairy in describing the unstoppable advance of technology.

If all else fails in reaching common ground while you are breaking bread, share a reading or two from “Devotions,” a recent and powerful collection from my very favorite poet, Mary Oliver, who would tell you to find the great good in every small interaction.

Larry Gennari is a business lawyer and chief curator for Authors + Innovators, an annual business book and ideas festival (www.AuthorsInnovators.org)

Please click here to read the entire Boston Business Journal article
Subscription required to read the entire article.

November 19, 2018 by Karen Callahan

FOR IMMEDIATE RELEASE

Needham Law Firm Partners Named New England Super Lawyers

Neil Aronson Named Top 100 Massachusetts Lawyer

NEEDHAM, MA – The law firm of Gennari Aronson, LLP is proud to announce that Neil Aronson has been named a Top 100 Massachusetts Lawyer and that all of the firm’s senior partners have again been selected as Super Lawyers in the New England region for 2018.  In addition to Aronson being named a Top 100 Massachusetts lawyer:

• Neil Aronson was named a Securities & Corporate Finance Super Lawyer
• Lawrence Gennari was named a Super Lawyer in the Mergers & Acquisitions category
• Laura Glynn was named a Super Lawyer in the Mergers & Acquisitions category

As Super Lawyers, Gennari, Aronson and Glynn are part of an elite group of top attorneys in Massachusetts.  No more than 5 percent of the lawyers in the state are named as Super Lawyers.  The Massachusetts lawyers who receive that highest point total during this selection process are further recognized in the Top 100 list.  Gennari and Aronson have consistently been awarded Super Lawyer status since the inception of the award in 2004.  Glynn has been awarded Super Lawyer status for the past eight years.

Gennari Aronson serves innovative companies, entrepreneurs and the investors who finance these entities. The firm also curates the annual Authors and Innovators Business Ideas Festival.

# # #

About Super Lawyers

Super Lawyers, a Thomson Reuters business, is a rating service of outstanding lawyers from more than 70 practice areas who have attained a high degree of peer recognition and professional achievement. Only 5 percent of lawyers in the state are chosen. The annual selections are made using a rigorous multi-phased process that includes a statewide survey of lawyers, independent research evaluation of candidates, peer reviews by practice area, and a good-standing and disciplinary check. For more information about Super Lawyers, visit their website www.superlawyers.com.

About Gennari Aronson, LLP

Gennari Aronson, LLP serves innovative companies, entrepreneurs and the investors that finance them. Founded by veterans of Boston’s largest law firms, Gennari Aronson exemplifies the same entrepreneurial spirit that guides many of its clients.  The firm has established a strong network and commitment to the technology, consumer, innovation and emerging growth sectors. The firm also curates the annual Authors and Innovators Business Ideas Festival, www.AuthorsInnovators.org.

The firm has offices at 300 First Avenue, Needham, MA. The website is www.galawpartners.com.

November 16, 2018 by Karen Callahan

The Boston Business Journal Executive Pursuits column featured thoughts from Larry Gennari, partner at Gennari Aronson. Larry shared highlights from some of the business books he has been reading as curator of the annual Authors + Innovators Business Ideas Festival.

Below is an excerpt from this article with a link to read the entire piece in the Boston Business Journal.

Executive Pursuits: Business advice? Head to Sweden, and bring these books

by Larry Gennari

If you happen to head to Sweden for your next executive retreat, check out the Museum of Failure in Helsingborg, which features a wide range of failed products from some of the world’s best-known companies. This very well may prompt you to spend time reading about how business decisions are made — both the good and the bad.

The most successful CEOs and management teams listen to advice, test old and new assumptions, and make informed bets on what lies ahead. Much of the advice we get is from those we trust the most: our mentors. Two recent books are illustrative. New Orleans Mayor Mitch Landrieu’s “In the Shadows of Statues” and “The Traveling Feast: On the Road and at The Table with my Heroes,” by, Rick Bass, share stories of the impact of mentorship.

Three recent business books can tell you how to actually implement that good advice. Andy Molinsky’s engaging “Reach” provides a step-by-step framework for pushing beyond our comfort zone and connecting to our own sense of purpose in implementing business decisions. “The Startup Playbook” by Will Herman and Rajat Bharagava is a really fun romp through the process of business building that every entrepreneur should read. Finally, in “Detonate,” expert strategists Geoff Tuff and Steven Goldbach show us how to embrace impermanence and “blow up” tried and true best practices that many in the business world consider gospel.

Larry Gennari is a business lawyer and chief curator for Authors + Innovators, an annual business book and ideas festival (www.AuthorsInnovators.org)

Please click here to read the entire Boston Business Journalarticle
Subscription required to read the entire article.

November 2, 2018 by Karen Callahan

If you missed the 2nd annual Authors + Innovators business ideas festival last week, Jackie Ganim-DeFalco from Marketing Recon wrote a great recap of the event.  Click here to read her summary of the event.

October 5, 2018 by Karen Callahan

Executive Pursuits, a regular column in the Boston Business Journal, features articles written by Boston-area executives sharing their interests and hobbies outside of the workplace.

Larry Gennari, partner at Gennari Aronson and curator of Authors + Innovators Business Ideas Festival, shared highlights from some of the business books he has been reading in preparation for the upcoming second annual Authors + Innovators event on October 25 & 26.

Below is an excerpt from this article with a link to read the entire piece in the Boston Business Journal.

Executive Pursuits: In Search of a Good Business Book

by Larry Gennari

“When was the last time you read a really great book?” A reasonable and engaging question, I think, and one for which the answer is different for everyone.

Recently, I’ve turned my attention to business books, looking for ones that tell you something relevant and new and include key takeaways that you can implement today, next week or next quarter.

A few recent reads fit the bill. In “A New U: Faster & Cheaper Alternatives to College,” Ryan Craig of University Ventures covers the growing gap between college and actual employer needs and begs the question of what degree requirements should companies consider when hiring.

I also enjoyed two other recent business books that focus on corporate culture and priorities. Nigel Travis, author of “The Challenge Culture,” has written an engaging history of his storied corporate career, from Blockbuster to Dunkin’ — and he tells why creating a culture of listening, challenge and curiosity is fundamental for businesses and professional relationships.

Another local author, Carol Fulp, CEO of The Partnership, agrees. In her insightful book, “Success Through Diversity,” she lays out direct and commonsense steps managers can take to ensure that the way they think inside the company reflects the greater customer world outside.

The best books open our minds and challenge our assumptions and make reading a worthy pursuit for any executive.

Larry Gennari is a lawyer and chief curator for Authors & Innovators, an annual business book and ideas festival.

Please click here to read the entire Boston Business Journal article
Subscription required to read the entire article.

November 8, 2017 by Karen Callahan

NEEDHAM, MA – The law firm of Gennari Aronson, LLP is proud to announce that its partners have again been selected as Super Lawyers in the New England region for 2017. Lawrence Gennari was named a Super Lawyer in the Mergers & Acquisitions category. Neil Aronson was named a Securities & Corporate Finance Super Lawyer and Laura Glynn was named a Super Lawyer in the Mergers & Acquisitions category.

As Super Lawyers, Gennari, Aronson and Glynn are part of an elite group of top attorneys in Massachusetts. No more than 5 percent of the lawyers in the state are selected by Super Lawyers. Lawrence Gennari and Neil Aronson have consistently been awarded this recognition each year since its inception in 2004. Laura Glynn has been awarded Super Lawyer status for the last seven years.

Gennari Aronson serves innovative companies, entrepreneurs and the investors and venture capital firms that finance them. The firm also curates the annual Authors and Innovators Business Ideas Festival.

November 8, 2017 by Karen Callahan

by Jacqueline M. Ganim-DeFalco | Marketing Recon

Whether seeking to press the “refresh” button in your business network or curious to find out about the latest discussions puzzling academics and entrepreneurs, you would have been pleasantly surprised to find this and more at the Gennari|Aronson event hosted at the gentile Wellesley College Club last week. (Oct 26-27).

The first compliment goes to Larry Gennari who was a gracious and knowledgeable host to the speakers and the attendees.  [Note: he must be a speed reader as he was able to offer insight on every single book.]  The format was unique in that the speakers were all authors, primarily from academia and the “innovators” were embedded in the audience, some with exhibits.  The word “law” was never mentioned – this was about supporting the innovation  community with ideas, best practices, thoughtful discussion and interaction… continue reading

December 28, 2016 by Karen Callahan

Choosing the right form of business entity is an important and critical decision for any entrepreneur. A sole proprietorship or partnership is easy to form, and each has low administration costs, but they offer no meaningful liability protection for the entrepreneur. A corporation can provide limited liability and often this is the preferred entity for outside investors. However, with typical “c-corporations,” an exit transaction may result in “double-taxation,” with tax at both the entity and then the shareholder level, as sale proceeds are distributed. For some businesses, LLCs offer the best of both worlds – limited liability and one-level, pass-through taxation. The key to taking full advantage of the LLC as a form of entity is drafting an effective operating agreement. Here are five things to consider when drafting the operating agreement for your LLC.

• Member-managed or Manager-managed? When creating an LLC, you need to determine what the management structure will look like. Do you want a centralized management system with a Board of Managers making the major decisions of the company or would you rather have a member-managed company where all members are entitled to vote? There is no “one size fits all” approach and you need to weigh multiple factors when making your decision because it carries important implications based on which organizing jurisdiction (typically Delaware or Massachusetts) you choose for the LLC.

• How will you attract talent? Many early-stage companies want to attract talent and may not yet be in the position to compete with established companies from a salary standpoint. Therefore, you will likely need to establish attractive equity compensation packages to bring in and retain employees. Employees of corporations are used to receiving equity in the form of shares or stock options. For LLCs, equity grants typically are in the form of “profits interests” and/or “capital interests” if they are provided for in the operating agreement. You will also want to consider whether and how the interests will be subject to any vesting restrictions.

• Do you plan on raising money from outside investors? You’ll need to keep your financing strategy in mind as you are drafting the operating agreement. Unlike the “typical” common and preferred stock rights in a corporation, equity or membership units in an LLC are not self-defining or “standard” from the perspective of potential investors. The operating agreement will need to address the different investor concerns about, among other things, board seats, liquidation preferences, anti-dilution and any preemptive rights. Investors may insist on significantly more input on the specific terms of the operating agreement than they might otherwise if the business had been formed as a corporation.

• How will you deal with distributions? Perhaps the most important provision of any operating agreement—for both employee/members and outside investors—will be the distribution provisions. Because the LLC is a “pass-through” entity, most operating agreements provide for distributions to allow members to pay their annual taxes. Decisions about whether and how other distributions might be made: (i) from regular operating profits and (ii) on a sale of the company, vary widely among companies and should be spelled out in detail in the operating agreement.

• Transferability of Interests: When drafting your operating agreement, you want to address the transferability of interests. Do you want an absolute prohibition on transfers or will you allow transfers subject to certain conditions? How much notice and to whom will it be required prior to making a transfer? Will the company have a right of first refusal? Will the other members have a right of co-sale? Bottom line is that if you do permit transfers, be sure, as a condition of the transfer, the acquirer becomes a signatory to the LLC Agreement.

The LLC may be the best choice for your new business because it allows for limited liability, pass-through taxation, and significant flexibility in defining the overall business relationship. That flexibility also means that you’ll need to consider a variety of issues and set out details in the operating agreement as the business gets started.

October 3, 2016 by Karen Callahan

The most successful entrepreneurs surround themselves with the strongest teams, and that includes a Board of Directors. Whether you are an innovative startup company looking to create a brand new board, or a seasoned businessperson who has been asked to join a board, the process can be complex and daunting. We invited a group of experts to demystify the process and offer insight on creating and maintaining a productive board.

Why do I need a board?

Some entrepreneurs may view a board as a necessary evil, but that is approaching the topic from the wrong direction. A board is really a “strategic weapon” that provides an outside view of the company. The board adds layers of accountability – both for management and shareholders. A board can be an especially useful tool for a family business because it separates the kitchen table from the conference room table and invites other independent perspectives from non-family members.

Who do you want on the board?

Often there is a rush to grab industry celebrities, money finders, and mentors, but crafting your board is more of a strategic question. You have to tailor your board to meet your company’s needs at that point in time. For example, in an emerging growth period, you may want a team that is more focused and experienced in growth strategies. A board needs to be able to provide diverse opinions and experience, which will help to anticipate challenges and foster success.

What does the board do?

The board is a group that addresses corporate governance, communicates with management, and provides accountability. A board will periodically meet, and the duration and number of these meetings will depend on the stage of the company. Several good practices include providing materials to directors in advance of the meeting and setting aside at least one meeting annually to discuss strategy and envision a path forward. Some companies have also found it helpful to appoint a lead director, as a separate position from the CEO or Chair, who will organize information and deal with the meeting logistics. This can relieve some of the pressure from the CEO, who may be too busy running the company to run the board. The board plays a unique role and there is fine line between oversight and management. The board often wants to be remain visible to the company, and an established process and policies can help decide what decisions go to the board and what decisions the CEO can make. Dinners and other social events with board members and management can also help to remove the barriers and anxiety surrounding board meetings.

How much should a board member be paid?

There is a wide variety of ways for companies to compensate directors, and each company will need to tailor compensation to the current stage of the company. Often, early stage companies and startups will only offer equity as compensation. Cash compensation is more common in larger, publicly traded companies. When crafting director compensation, it is important to consider the time commitment required of the directors. Further, a director should not view the compensation primarily as a source of income. Directors need to have the freedom to push back on important decisions without the fear that their opinion could jeopardize their position and income.

Gennari Aronson would like to thank our panelists:

– Patricia Negron, Executive Advisor, former Director Nu Skin Enterprises

– Joe Caruso, The Bantam Group

– Caleb White, Board member, CEO Advisor, Newport Board Group

– John Nies, Managing Partner, JMH Capital, LLC

– Travis Drouin, CPA, Lead Partner-Audit, Moody, Famiglietti & Andronico

and our co-sponsors, Newport Board Group and Moody, Famiglietti & Andronico, for such a successful event. If you are interested in learning more or attending one our future events, please join our mailing list by contacting ceden@galawpartners.com.