6 Steps to the Perfect PR Pitch

To contact us Click HERE
News coverage can be a big boost to your company’s success. No matter what you want the public to know about—be it a product, a service, or an agenda—press coverage not only gets your message out, but lends credibility to your business. Sometimes getting coverage is a matter of being in the right place at the right time. Rather than rely on luck, some companies hire a public relations firm to represent them. But that investment is not always necessary. Here are six steps you can take to get your company in the news on a regular basis:

1. Define your goal. Why do you want news coverage? What is it you want people to know, buy, or believe about your company? The more definitive you can be, the more you’ll be able to target the proper audience. The more you know about who you're trying to reach, the better. Then you can determine the right media outlets to contact. Are you targeting well-educated customers with disposable income? The New York Times and business journals are two good matches. Are you looking for a younger audience who lives in New York City? WPIX is a possibility for you. Do you want to impress your fellow engineers? Look for trade publications.

2. Understand what news means. The basic definition is “something out of the ordinary.” That’s why the media will report 30 percent of Americans are unhappy, but won't report that 70 percent of Americans are happy. Now, let's put that in context. Let’s say you’re seeking news coverage for your organization’s twentieth anniversary. While that’s something out of the ordinary for you, it’s not for the public, so there needs to be something more to your pitch. One New Jersey accounting firm did indeed have a major anniversary, but what ended up attracting coverage was an interesting angle to the story. Each year, the firm’s owner refused to shave from January 1 until the day after taxes were filed, as a way of underscoring to his clients that their needs came first. All the male accountants on staff followed suit, and the firm compiled a photographic history, illustrating its accountants the day before and the day after April 15. This unusual angle suddenly had reporters asking for exclusives.

3. Research relevant professionals and news outlets. Dig into local, regional, and national news organizations to become familiar with the types of content they provide and the audiences they reach. Is your story better suited for television or video-based news, or is it a complicated issue that lends itself to newspaper coverage? Take advantage of professional events that give you access to the media. Get to know reporters’ names, and contact them directly to let them know of your availability as a source in your area of expertise.

4. Keep your finger on the pulse. Before you reach out to the media, know what’s happening in the news that day. If the President is in town, it’s not the day to pitch your new product. If a major weather event is about to hit your area, no one wants to hear about your charity fundraiser. On the other hand, if it’s back-to-school season, media outlets will be more receptive to your terrific new lunchbox or carpooling app. Similarly, if you or someone in your organization can serve as a source for a hot story—maybe you have an historian on staff who can offer interesting weather trivia to fill airtime while meteorologists are tracking the storm system—you can become the go-to source for similar stories in the future.

5. Make it easy for the media. If you craft your pitch in a way that the story will work across multiple platforms—newspapers and magazines have websites in need of audio and video; television stations have websites in need of print stories—you make it easy for the media and maximize your exposure. How do you make a great pitch even better? Make it memorable. I once had to promote the work of a dog trainer. Knowing there’s nothing out of the ordinary about training dogs, I wrote the press release from a dog’s point of view and sent it to a quirky columnist at The New York Times. They ran a half-page article on the guy.

6. Pitch for a short attention span. Present a clear and concise pitch that makes the reporter want to know more. On average, a newspaper story is about 400 words, a television news story is less than 2 minutes long, and a radio news story is just 35 to 40 seconds long. Your pitch has to be brief—if you can pitch your story in 85 words or fewer, you have a greater chance of capturing the reporter’s attention. When Fair Media Council held its first women’s empowerment summit, I needed to find a news hook to promote the event. I called a Newsday business columnist and, in one sentence, pitched what became the focus of his column a few days later. All I said was we were raffling off male CEOs at our women’s event, to act as mentors to their winners. When he asked who the male CEOs were, I knew I had a story since they were often featured in his column.

Jaci Clement is executive director of the Fair Media Council. She can be reached at jaci@fairmediacouncil.org.

Republished by permission, FreeEnterprise.com, in agreement with NY Enterprise Report. Copyright© is owned by the author of this article. FreeEnterprise.com is your home for free market news and ideas.

A Word to Small Business Owners: Don't Be Afraid to Negotiate Contracts

To contact us Click HERE
All too often small business owners readily accept the terms of a contract or are concerned about pushing back on both economic and legal terms because either they fear losing the deal or simply don't fully understand the terms.  As a business owner, you need to recognize that in most circumstances there is an opportunity to negotiate terms of an agreement, and therefore you should not be afraid to seek the best deal possible even if the other party initially seems unwilling to consider your position on key aspects of the contract.  So, here is the advice, Don't Be Afraid to Negotiate. 

Negotiation skills are one of the most important tools a business owner should have in its toolbox.  Therefore, if you receive a contract from a party, read it carefully, and then proactively respond in writing with your comments.  One negotiating trick that vendors often try is to provide a form contract, creating the impression that the terms are non-negotiable -- indeed, if I am representing the vendor, I will often suggest creating a form agreement.  Any contract, even a form, can be revised by an amendment, so do not automatically assume the agreement must be accepted "as is".  The following are among the material terms that business owners should not only fully understand, but seek to negotiate.

1.  Term.   If you want a longer or shorter contact term, then ask for it.  One alternative is to get an option to renew, which should be exercised within a certain number of days prior to expiration of the contract.  The mechanics of the option and financial terms should be clearly spelled out as well. 

2. Fees.  There are many different ways to skin this cat, and you should consider what best works for your business over the term of the agreement.  The financial terms can be based on (a) a set periodic payment, (b) an up front payment and then installments, (c) fees that scale up or even down over the life of the contract, (c) revenues, (d) milestones, or (e) a combination of several different fee structures.  If the payments are based on revenues, then it is essential that the parties clearly define not just the percentage by the term "Revenue."   For example, is it based on Gross or Net, and what is to be included in the Gross and what can be deducted as a legitimate expense when determining Net Revenues?  A Net Revenue contract may refer to overhead expenses, like a businesses' borrowing costs, which can be a killer for a party who is being paid based on Net.  Make sure you understand the definition, and if you don't ask for professional advice rather than assume the definitions are fair or standard.

3.  Financial Reports/Audit.  If the consideration under the contract is based on revenues or certain milestones, require periodic financial reports. In addition, you should have the opportunity to review and audit (i.e., challenge) such reports rather than simply accepting the information provided by the other contracting party.  In addition, provide a dispute mechanism in the event of a challenge, such as CFO's meet and try to resolve, appointing independent third party, or even arbitration -- and if the audit reveals you were in the right, include a requirement that the other party pays your costs.     

4.  Termination of the Contract/Suspension.  Of course the contract will expire at the end of its term, but include other events that will result in termination:  (a) non-payment, (b) material breach, (c) bankruptcy, (d) failure to achieve defined milestones, including financial ones, (e) assignment/sale of the business (see below), (f) departure of personnel if the business relies on certain key employees, or (g) force majeure.  Termination clauses will often allow the breaching party an opportunity to cure a default, provided it is one that can be cured.  In the case of a force majeure event, the contract can be suspended pending passage of the event or terminated if the contract becomes impossible to continue due to the event.  

5.  Assignment/Sale of the Business.  Do you want the contract to be assignable to a third party, including in the event of the sale of the business. This is an important issue for many types of agreements, such as licensing agreements or service contracts.  You can require consent for the assignment, but if you want the contract to be assignable, as an alternative you can propose that it is assignable to an assignee with financial ability to meet the contractual obligations.    

6. Warranties/Limitations on Liability.   Suppliers/service providers will often provide a lengthy provisions denying all warranties and limiting their liability -- and if you are the vendor, you generally want to push for these provisions.  If you are purchasing the the services of a large company, there may be no room to push back on any of the limitations, but whether the other contracting party is a small or large company, there is no harm in trying -- even if they send you the form or the "Master Service Agreement."  For either party, it is all about the bargaining power, and how much the other party wants your business versus how much you need the agreement.  Even if you cannot get the other party to budge, ask at least for an exception for gross negligence, and regardless a court may negate the limitation based on intentional misconduct or even gross negligence.               

7. Dispute Resolution.   Avoid an issues as to how disputes are to be resolved by negotiating the applicable (a) governing law, (b) venue for the dispute (meaning both the tribunal that will handle the matter, such as a court or arbitration/mediation, and the geographic location), (c) if there is to be mediation or arbitration, the procedures, and (d) will the parties impose legal fees and costs on the losing party.

8. Remedies.  Among the remedies you can include are (a) specific performance, which is important if money cannot cure a default, (b) liquidated damages, if you prefer to define the damages to avoid disputes as to proof the proper compensation for a breach, and (c) equitable remedies (other than specific performance), like an injunction.    

9. Non-Compete/Non-Solicitation.  Simple vendor/supplier agreements generally won't include these terms, but many other contracts will, including licensing agreements, consulting/employment, certain service agreements, or more major transactions (like sale of a business) to name a few.  Enforcement, especially as to non-competes, is a key legal issue, and it is highly advisable to have the provisions reviewed by counsel that understands the law in the applicable jurisdiction as it can vary greatly from state-to-state.

10.  Other Terms/Conclusion.   If there are other terms included or, for that matter, missing from the agreement, then make these part of the punch list of issues to be addressed with the other party.  The reality is that the worse response you can receive is "no", and then you can decide how important the provision is from your perspective.  A bad contract is NOT better than no contract.  In a competitive economy, even larger/established businesses are often willing to negotiate and "the last and final", "take it or leave it" or "as is" response may be just a bargaining tactic.

The Lesson: Read the Contract, Understand Each Provisions and Don't Be Afraid to Negotiate the Terms.





Disclaimer:  The discussions in this blog do not constitute legal advise nor create any attorney-client relationship.  You are urged to seek the advice of an experienced lawyer who can provide counsel with respect to your corporate/business law matters.


      

Legal Issues When Buying a Business: Don't Overlook These Provisions in the Purchase Agreement.

To contact us Click HERE
As discussed in prior installments of this series on buying a business, there are a number important legal issues you need to consider before signing the purchase agreement.  The first installment discussed the role of the Exclusivity Agreement, the second installment examined the differences between structuring the transaction as stock purchase as opposed to a purchase of assets, the third examined the importance of escrowing a portion of the purchase price to cover any issues that may arise post closing, and the fourth discussed important aspects of due diligence and how to address legal or financial issues in the purchase agreement.  This fifth installment examines several key provisions that should be incorporated in the purchase agreement but are otherwise often overlooked.

The Purchase Agreement is a very flexible instrument giving the parties substantial flexibility not only as to the structure the transaction but with respect to the representations, warranties, disclosures and covenants that the parties can negotiate to include (or for that matter exclude) from the Agreement.  There are a number of standard provisions relating to such matters as legal ownership of/title to the assets, representations as to the corporate status and authority, disclosures as to litigation, financial and tax related representations, environmental issues and post closing obligations.  First, while these provisions may be part of a standard purchase agreement they by no means should be viewed as boilerplate. Even a slight variation in language can alter the meaning and scope of these sections, and thus all representations, warranties and covenants, no matter how standard, need to be reviewed carefully.  Second, below are a number of provisions which are often overlooked but you should consider incorporating in the Purchase Agreement.

1.  Intellectual Property.
   
Of course it is standard to include representations regarding the seller's title and ownership of the intellectual property, but make sure the Agreement:

              (a)  Covers licensed rights as well as often the seller does not own but licenses key IP.  In  the same vein, confirm the licenses are assignable and if consent of the licensor is required that the Seller obtain the consent as a condition of closing.

              (b) Addresses rights to the domain names and company websites and requires transfer of these rights to the buyer as a condition of closing.  It is not unusual for the buyer to forgot about the transfer of the domain and then have to coax the seller into compliance after the sale.

             (c)  IP rights should include not only registered marks or issued patents, but pending applications, unregistered rights, royalties, licenses and, significantly, awards, damages or pending claims and litigation.

             (d)  Incorporates provisions relating to software, requires the turn over of source code, manuals, passwords, license keys and all other documentation.

2.  Litigation

Representations relating to pending or threatened litigation are typical in a Purchase Agreement, but be sure:

            (a)  There are sufficient disclosures about pending and threatened litigation, including the status of such matters.

            (b)  Decide how litigation is to be handled post-closing.  Will your lawyer take over the matter or will the Seller's lawyer continue to handle it; who will be responsible for the legal fees and costs; include a right to periodic updates as to the status of any legal matters; and set forth any rights as to damages, awards, insurance proceeds and to settle the matter and any indemnification in the event of an unfavorable outcome.
            
3.  Financial/Tax Matters

In addition to the typical representations and warranties concerning financial and tax issues, include:

          (a)  Financial

                  (i) Require that the seller update the financial statements on or prior to Closing;
                 
                  (ii) Include a formula for adjusting the purchase price if there are material changes to the financial statement;
                 
                  (iii) Although often used, try to avoid using an earn-out (post-closing payment contingent on certain financial milestones) as they are difficult to negotiate, document and manage once the buyer assumes the reins of the business, and as a result they are a major source of post-closing disputes.  If an earn-out cannot be avoided, make sure you have counsel who has experience negotiating and drafting earn-outs.

         (b)  Taxes

                (i) The representations and warranties should not only cover federal and state taxes, but sales and any other applicable taxes for all relevant jurisdictions.
               
                (ii) The seller should provide all filings and disclose any past, pending or threatened audits/assessments.
               
                (iii) Require the seller provide post-closing assistance for any filings relating to periods of time the seller controlled the business.
             
                (iv)  Include appropriate indemnifications for tax liabilities.


4.  Transition

Is there a switch in your house that you have no idea what it does, and since the seller is long gone you have no way of finding out?  Well, think how that issue is magnified exponentially if you purchase a business and don't have the seller to assist with the transition.  The assistance is important not only as to obvious issues, like computer systems, financial records, and where the keys to the third floor supply closet are located, but making a smooth transition as far as clients/customers, introduction to vendors/suppliers, establishing a good relationship with employees/consultants, ensuring an understanding of business processes and procedures that are essential for operation of the business.  Therefore, the Purchase Agreement can require the meaningful assistance of the seller or even include compensation to the seller for post-closing assistance and continued employment with the company for a reasonable period of time.

5.  Material Adverse Change   

Undoubtedly the Purchase Agreement will include a Material Adverse Change clause essentially providing the buyer with certain rights and remedies (including possibly termination of the transaction) in the event of a material adverse change with respect to the business.  The clause is one of those tricky provisions which, if not properly drafted, can result in substantial disputes.  The key is to avoid ambiguity by incorporating specific criteria as to when the Material Adverse Change clause is implicated, such as decline in sales, the loss of certain amount of or even specifically named customers, a decrease in EBITDA or termination of a manufacturing or supplier relationship.

6.  Employment/Labor Matters  
                       
Provisions relating to Employment and Labor matters are standard, but also make sure the representations and warranties include:

         (a) Existence of confidentiality, invention assignment and non-competes, and get copies for each employee and consultant.

         (b) Confirmation that consultants are truly consultants and not employees (which can give rise to substantial tax liabilities).

         (c)  Details and disclosures regarding any employee plans (stock, pension, etc.) and vesting status f each employee.

         (d)  Disclosures with respect to any collective bargaining any other labor matters.

7.  Operations in Foreign Countries

Establishing the right of the company to operate in any foreign jurisdictions where it does business should be obvious, but compliance with the Foreign Corrupt Practices Act is far less familiar to most people.  The FCPA prohibits various behavior relating to operating in foreign jurisdictions, including paying bribes to obtain contracts, business, etc.  Violation of the FCPA carries substantial civil and criminal liability.  As a buyer, you might not think much about the FCPA, but if you manufacture in China, for example, you better pay attention and therefore incorporate a representation that no unlawful payments have been made by seller or its agents.

8.   Covenants

The Purchase Agreement should contain covenants relating to:

        (a) Non-solicitation of employees, customers and clients and non-interference with existing vendor/supplier relationships.

        (b) In certain circumstances, a Non-Compete that complies with the narrow limitations imposed by applicable state law.

        (c) As discussed in prior posts, clear indemnification and escrow terms to address post-closing liabilities.

        (d) Confidentiality.

        (e) Obligation of the Seller to notify the buyer upon the occurrence of material events arising at any time prior to closing.

        (f)  Resignations of officers, directors, responsibility of the seller as to termination of some or all employees/consultants.

9.  Termination

There will be grounds for either party to terminate the Agreement prior to closing.  The termination provisions should not only provide specifics as to when the right can be invoked by a party, but also the liabilities, if any, resulting from termination and the effect of termination.

10. Survival

Give careful consideration to how long any of the representations, warranties and covenants will survive avter closing.  The seller will push for no or a very short period while the buyer will want them to survive until the chance of any liability no longer exists.  A compromise will almost always be necessary, and remember not all of the provisions need to survive for the same period of time

The above are by no means an exhaustive list of key provisions in a purchase agreement, and they will certainly vary depending on the nature of the business involved -- for example, if you are buying a gas station the environmental disclosures, reps and warranties will be substantial.  What is obvious that you cannot accept a boilerplate purchase agreement and instead the provisions need to be tailored to the particular transaction.

Disclaimer: The discussions in this blog do not constitute legal advice nor create any attorney-client relationship.  You are urged to seek the advice of an experienced lawyer who can provide counsel with respect to your corporate/business law matters




    

   

More On Limited Liability Companies' Fiduciary Duty

To contact us Click HERE
Now that we have an Indiana Court of Appeals decision describing the fiduciary duty of an LLC to its members, I almost thought to scratch this post. However, Chicago Business Litigation Lawyer Blog's Respected Law Professor's Insights on Corporate Freeze-Out Litigation may still have some benefit to you.

"In Fairness and Good Faith as a Precept in the Law of Corporations and Other Business Organizations, 36 Loy.U.Chi. L.J. 551 (2005), Murdock addresses the fiduciary duty of good faith and fairness that controlling interests of a business owe to minority interests. Noting that this internal duty is a fairly recent legal phenomenon, he surveys caselaw on the subject from around the country that applies to closely held corporations, public corporations and LLCs. Noting that the Uniform Limited Liability Company Act (ULLCA), a model law adopted by several states, doesn't include language that gives members of an LLC fiduciary duties to one another, he praises Illinois for modifying that language to protect members in the updated Limited Liability Company Act."

7 Marketing Lessons (and an Infographic) for Next Year's Super Bowl Advertisers (and You)

To contact us Click HERE

I can hope against hope that the advertisers that underwrite the 48th Super Bowl will learn some pretty big lessons from this year's. I know I sure did. And the lessons learned aren't just applicable to brands with big advertising budgets; they are applicable to any marketer looking to get more ROI from marketing investments.

But before I get to those lessons, let me share how I discovered them.

Instead of watching the Super Bowl in real-time like a normal human being, I fired up the DVR and logged each and every commercial—national and local to my market—that ran from 6 PM EST through the commercial break after the final whistle. I then went back and logged each and every call to action involving the Web, mobile channels, social media, and telephone.

The findings were a true head-shaker, and most are compiled in the infographic at the end of this article. The rest you can find in my recent blog rant, Punt, Pass & Kick: Email, Mobile & Social Misses at Super Bowl XLVII.

Now that I've had some time to ponder what the brands near total failure to engage viewers beyond the TV screen means, I'm able to distill my thoughts into these seven lessons for Super Bowl XVLIII's advertisers—and everybody else.

Read more HERE.

A Word to Small Business Owners: Don't Be Afraid to Negotiate Contracts

To contact us Click HERE
All too often small business owners readily accept the terms of a contract or are concerned about pushing back on both economic and legal terms because either they fear losing the deal or simply don't fully understand the terms.  As a business owner, you need to recognize that in most circumstances there is an opportunity to negotiate terms of an agreement, and therefore you should not be afraid to seek the best deal possible even if the other party initially seems unwilling to consider your position on key aspects of the contract.  So, here is the advice, Don't Be Afraid to Negotiate. 

Negotiation skills are one of the most important tools a business owner should have in its toolbox.  Therefore, if you receive a contract from a party, read it carefully, and then proactively respond in writing with your comments.  One negotiating trick that vendors often try is to provide a form contract, creating the impression that the terms are non-negotiable -- indeed, if I am representing the vendor, I will often suggest creating a form agreement.  Any contract, even a form, can be revised by an amendment, so do not automatically assume the agreement must be accepted "as is".  The following are among the material terms that business owners should not only fully understand, but seek to negotiate.

1.  Term.   If you want a longer or shorter contact term, then ask for it.  One alternative is to get an option to renew, which should be exercised within a certain number of days prior to expiration of the contract.  The mechanics of the option and financial terms should be clearly spelled out as well. 

2. Fees.  There are many different ways to skin this cat, and you should consider what best works for your business over the term of the agreement.  The financial terms can be based on (a) a set periodic payment, (b) an up front payment and then installments, (c) fees that scale up or even down over the life of the contract, (c) revenues, (d) milestones, or (e) a combination of several different fee structures.  If the payments are based on revenues, then it is essential that the parties clearly define not just the percentage by the term "Revenue."   For example, is it based on Gross or Net, and what is to be included in the Gross and what can be deducted as a legitimate expense when determining Net Revenues?  A Net Revenue contract may refer to overhead expenses, like a businesses' borrowing costs, which can be a killer for a party who is being paid based on Net.  Make sure you understand the definition, and if you don't ask for professional advice rather than assume the definitions are fair or standard.

3.  Financial Reports/Audit.  If the consideration under the contract is based on revenues or certain milestones, require periodic financial reports. In addition, you should have the opportunity to review and audit (i.e., challenge) such reports rather than simply accepting the information provided by the other contracting party.  In addition, provide a dispute mechanism in the event of a challenge, such as CFO's meet and try to resolve, appointing independent third party, or even arbitration -- and if the audit reveals you were in the right, include a requirement that the other party pays your costs.     

4.  Termination of the Contract/Suspension.  Of course the contract will expire at the end of its term, but include other events that will result in termination:  (a) non-payment, (b) material breach, (c) bankruptcy, (d) failure to achieve defined milestones, including financial ones, (e) assignment/sale of the business (see below), (f) departure of personnel if the business relies on certain key employees, or (g) force majeure.  Termination clauses will often allow the breaching party an opportunity to cure a default, provided it is one that can be cured.  In the case of a force majeure event, the contract can be suspended pending passage of the event or terminated if the contract becomes impossible to continue due to the event.  

5.  Assignment/Sale of the Business.  Do you want the contract to be assignable to a third party, including in the event of the sale of the business. This is an important issue for many types of agreements, such as licensing agreements or service contracts.  You can require consent for the assignment, but if you want the contract to be assignable, as an alternative you can propose that it is assignable to an assignee with financial ability to meet the contractual obligations.    

6. Warranties/Limitations on Liability.   Suppliers/service providers will often provide a lengthy provisions denying all warranties and limiting their liability -- and if you are the vendor, you generally want to push for these provisions.  If you are purchasing the the services of a large company, there may be no room to push back on any of the limitations, but whether the other contracting party is a small or large company, there is no harm in trying -- even if they send you the form or the "Master Service Agreement."  For either party, it is all about the bargaining power, and how much the other party wants your business versus how much you need the agreement.  Even if you cannot get the other party to budge, ask at least for an exception for gross negligence, and regardless a court may negate the limitation based on intentional misconduct or even gross negligence.               

7. Dispute Resolution.   Avoid an issues as to how disputes are to be resolved by negotiating the applicable (a) governing law, (b) venue for the dispute (meaning both the tribunal that will handle the matter, such as a court or arbitration/mediation, and the geographic location), (c) if there is to be mediation or arbitration, the procedures, and (d) will the parties impose legal fees and costs on the losing party.

8. Remedies.  Among the remedies you can include are (a) specific performance, which is important if money cannot cure a default, (b) liquidated damages, if you prefer to define the damages to avoid disputes as to proof the proper compensation for a breach, and (c) equitable remedies (other than specific performance), like an injunction.    

9. Non-Compete/Non-Solicitation.  Simple vendor/supplier agreements generally won't include these terms, but many other contracts will, including licensing agreements, consulting/employment, certain service agreements, or more major transactions (like sale of a business) to name a few.  Enforcement, especially as to non-competes, is a key legal issue, and it is highly advisable to have the provisions reviewed by counsel that understands the law in the applicable jurisdiction as it can vary greatly from state-to-state.

10.  Other Terms/Conclusion.   If there are other terms included or, for that matter, missing from the agreement, then make these part of the punch list of issues to be addressed with the other party.  The reality is that the worse response you can receive is "no", and then you can decide how important the provision is from your perspective.  A bad contract is NOT better than no contract.  In a competitive economy, even larger/established businesses are often willing to negotiate and "the last and final", "take it or leave it" or "as is" response may be just a bargaining tactic.

The Lesson: Read the Contract, Understand Each Provisions and Don't Be Afraid to Negotiate the Terms.





Disclaimer:  The discussions in this blog do not constitute legal advise nor create any attorney-client relationship.  You are urged to seek the advice of an experienced lawyer who can provide counsel with respect to your corporate/business law matters.


      

Legal Issues When Buying a Business: Don't Overlook These Provisions in the Purchase Agreement.

To contact us Click HERE
As discussed in prior installments of this series on buying a business, there are a number important legal issues you need to consider before signing the purchase agreement.  The first installment discussed the role of the Exclusivity Agreement, the second installment examined the differences between structuring the transaction as stock purchase as opposed to a purchase of assets, the third examined the importance of escrowing a portion of the purchase price to cover any issues that may arise post closing, and the fourth discussed important aspects of due diligence and how to address legal or financial issues in the purchase agreement.  This fifth installment examines several key provisions that should be incorporated in the purchase agreement but are otherwise often overlooked.

The Purchase Agreement is a very flexible instrument giving the parties substantial flexibility not only as to the structure the transaction but with respect to the representations, warranties, disclosures and covenants that the parties can negotiate to include (or for that matter exclude) from the Agreement.  There are a number of standard provisions relating to such matters as legal ownership of/title to the assets, representations as to the corporate status and authority, disclosures as to litigation, financial and tax related representations, environmental issues and post closing obligations.  First, while these provisions may be part of a standard purchase agreement they by no means should be viewed as boilerplate. Even a slight variation in language can alter the meaning and scope of these sections, and thus all representations, warranties and covenants, no matter how standard, need to be reviewed carefully.  Second, below are a number of provisions which are often overlooked but you should consider incorporating in the Purchase Agreement.

1.  Intellectual Property.
   
Of course it is standard to include representations regarding the seller's title and ownership of the intellectual property, but make sure the Agreement:

              (a)  Covers licensed rights as well as often the seller does not own but licenses key IP.  In  the same vein, confirm the licenses are assignable and if consent of the licensor is required that the Seller obtain the consent as a condition of closing.

              (b) Addresses rights to the domain names and company websites and requires transfer of these rights to the buyer as a condition of closing.  It is not unusual for the buyer to forgot about the transfer of the domain and then have to coax the seller into compliance after the sale.

             (c)  IP rights should include not only registered marks or issued patents, but pending applications, unregistered rights, royalties, licenses and, significantly, awards, damages or pending claims and litigation.

             (d)  Incorporates provisions relating to software, requires the turn over of source code, manuals, passwords, license keys and all other documentation.

2.  Litigation

Representations relating to pending or threatened litigation are typical in a Purchase Agreement, but be sure:

            (a)  There are sufficient disclosures about pending and threatened litigation, including the status of such matters.

            (b)  Decide how litigation is to be handled post-closing.  Will your lawyer take over the matter or will the Seller's lawyer continue to handle it; who will be responsible for the legal fees and costs; include a right to periodic updates as to the status of any legal matters; and set forth any rights as to damages, awards, insurance proceeds and to settle the matter and any indemnification in the event of an unfavorable outcome.
            
3.  Financial/Tax Matters

In addition to the typical representations and warranties concerning financial and tax issues, include:

          (a)  Financial

                  (i) Require that the seller update the financial statements on or prior to Closing;
                 
                  (ii) Include a formula for adjusting the purchase price if there are material changes to the financial statement;
                 
                  (iii) Although often used, try to avoid using an earn-out (post-closing payment contingent on certain financial milestones) as they are difficult to negotiate, document and manage once the buyer assumes the reins of the business, and as a result they are a major source of post-closing disputes.  If an earn-out cannot be avoided, make sure you have counsel who has experience negotiating and drafting earn-outs.

         (b)  Taxes

                (i) The representations and warranties should not only cover federal and state taxes, but sales and any other applicable taxes for all relevant jurisdictions.
               
                (ii) The seller should provide all filings and disclose any past, pending or threatened audits/assessments.
               
                (iii) Require the seller provide post-closing assistance for any filings relating to periods of time the seller controlled the business.
             
                (iv)  Include appropriate indemnifications for tax liabilities.


4.  Transition

Is there a switch in your house that you have no idea what it does, and since the seller is long gone you have no way of finding out?  Well, think how that issue is magnified exponentially if you purchase a business and don't have the seller to assist with the transition.  The assistance is important not only as to obvious issues, like computer systems, financial records, and where the keys to the third floor supply closet are located, but making a smooth transition as far as clients/customers, introduction to vendors/suppliers, establishing a good relationship with employees/consultants, ensuring an understanding of business processes and procedures that are essential for operation of the business.  Therefore, the Purchase Agreement can require the meaningful assistance of the seller or even include compensation to the seller for post-closing assistance and continued employment with the company for a reasonable period of time.

5.  Material Adverse Change   

Undoubtedly the Purchase Agreement will include a Material Adverse Change clause essentially providing the buyer with certain rights and remedies (including possibly termination of the transaction) in the event of a material adverse change with respect to the business.  The clause is one of those tricky provisions which, if not properly drafted, can result in substantial disputes.  The key is to avoid ambiguity by incorporating specific criteria as to when the Material Adverse Change clause is implicated, such as decline in sales, the loss of certain amount of or even specifically named customers, a decrease in EBITDA or termination of a manufacturing or supplier relationship.

6.  Employment/Labor Matters  
                       
Provisions relating to Employment and Labor matters are standard, but also make sure the representations and warranties include:

         (a) Existence of confidentiality, invention assignment and non-competes, and get copies for each employee and consultant.

         (b) Confirmation that consultants are truly consultants and not employees (which can give rise to substantial tax liabilities).

         (c)  Details and disclosures regarding any employee plans (stock, pension, etc.) and vesting status f each employee.

         (d)  Disclosures with respect to any collective bargaining any other labor matters.

7.  Operations in Foreign Countries

Establishing the right of the company to operate in any foreign jurisdictions where it does business should be obvious, but compliance with the Foreign Corrupt Practices Act is far less familiar to most people.  The FCPA prohibits various behavior relating to operating in foreign jurisdictions, including paying bribes to obtain contracts, business, etc.  Violation of the FCPA carries substantial civil and criminal liability.  As a buyer, you might not think much about the FCPA, but if you manufacture in China, for example, you better pay attention and therefore incorporate a representation that no unlawful payments have been made by seller or its agents.

8.   Covenants

The Purchase Agreement should contain covenants relating to:

        (a) Non-solicitation of employees, customers and clients and non-interference with existing vendor/supplier relationships.

        (b) In certain circumstances, a Non-Compete that complies with the narrow limitations imposed by applicable state law.

        (c) As discussed in prior posts, clear indemnification and escrow terms to address post-closing liabilities.

        (d) Confidentiality.

        (e) Obligation of the Seller to notify the buyer upon the occurrence of material events arising at any time prior to closing.

        (f)  Resignations of officers, directors, responsibility of the seller as to termination of some or all employees/consultants.

9.  Termination

There will be grounds for either party to terminate the Agreement prior to closing.  The termination provisions should not only provide specifics as to when the right can be invoked by a party, but also the liabilities, if any, resulting from termination and the effect of termination.

10. Survival

Give careful consideration to how long any of the representations, warranties and covenants will survive avter closing.  The seller will push for no or a very short period while the buyer will want them to survive until the chance of any liability no longer exists.  A compromise will almost always be necessary, and remember not all of the provisions need to survive for the same period of time

The above are by no means an exhaustive list of key provisions in a purchase agreement, and they will certainly vary depending on the nature of the business involved -- for example, if you are buying a gas station the environmental disclosures, reps and warranties will be substantial.  What is obvious that you cannot accept a boilerplate purchase agreement and instead the provisions need to be tailored to the particular transaction.

Disclaimer: The discussions in this blog do not constitute legal advice nor create any attorney-client relationship.  You are urged to seek the advice of an experienced lawyer who can provide counsel with respect to your corporate/business law matters




    

   

7 Marketing Lessons (and an Infographic) for Next Year's Super Bowl Advertisers (and You)

To contact us Click HERE

I can hope against hope that the advertisers that underwrite the 48th Super Bowl will learn some pretty big lessons from this year's. I know I sure did. And the lessons learned aren't just applicable to brands with big advertising budgets; they are applicable to any marketer looking to get more ROI from marketing investments.

But before I get to those lessons, let me share how I discovered them.

Instead of watching the Super Bowl in real-time like a normal human being, I fired up the DVR and logged each and every commercial—national and local to my market—that ran from 6 PM EST through the commercial break after the final whistle. I then went back and logged each and every call to action involving the Web, mobile channels, social media, and telephone.

The findings were a true head-shaker, and most are compiled in the infographic at the end of this article. The rest you can find in my recent blog rant, Punt, Pass & Kick: Email, Mobile & Social Misses at Super Bowl XLVII.

Now that I've had some time to ponder what the brands near total failure to engage viewers beyond the TV screen means, I'm able to distill my thoughts into these seven lessons for Super Bowl XVLIII's advertisers—and everybody else.

Read more HERE.

More On Limited Liability Companies' Fiduciary Duty

To contact us Click HERE
Now that we have an Indiana Court of Appeals decision describing the fiduciary duty of an LLC to its members, I almost thought to scratch this post. However, Chicago Business Litigation Lawyer Blog's Respected Law Professor's Insights on Corporate Freeze-Out Litigation may still have some benefit to you.

"In Fairness and Good Faith as a Precept in the Law of Corporations and Other Business Organizations, 36 Loy.U.Chi. L.J. 551 (2005), Murdock addresses the fiduciary duty of good faith and fairness that controlling interests of a business owe to minority interests. Noting that this internal duty is a fairly recent legal phenomenon, he surveys caselaw on the subject from around the country that applies to closely held corporations, public corporations and LLCs. Noting that the Uniform Limited Liability Company Act (ULLCA), a model law adopted by several states, doesn't include language that gives members of an LLC fiduciary duties to one another, he praises Illinois for modifying that language to protect members in the updated Limited Liability Company Act."

More On Limited Liability Companies' Fiduciary Duty

To contact us Click HERE
Now that we have an Indiana Court of Appeals decision describing the fiduciary duty of an LLC to its members, I almost thought to scratch this post. However, Chicago Business Litigation Lawyer Blog's Respected Law Professor's Insights on Corporate Freeze-Out Litigation may still have some benefit to you.

"In Fairness and Good Faith as a Precept in the Law of Corporations and Other Business Organizations, 36 Loy.U.Chi. L.J. 551 (2005), Murdock addresses the fiduciary duty of good faith and fairness that controlling interests of a business owe to minority interests. Noting that this internal duty is a fairly recent legal phenomenon, he surveys caselaw on the subject from around the country that applies to closely held corporations, public corporations and LLCs. Noting that the Uniform Limited Liability Company Act (ULLCA), a model law adopted by several states, doesn't include language that gives members of an LLC fiduciary duties to one another, he praises Illinois for modifying that language to protect members in the updated Limited Liability Company Act."

Doing Business 2013

To contact us Click HERE

FROM the World Bank:


Poland was the global top improver in the past year. It enhanced the ease of doing business through four institutional or regulatory reforms, making it easier to register property, pay taxes, enforce contracts, and resolve insolvency.

Besides Poland, nine other economies are recognized as having the most improved ease of doing business across several areas of regulation as measured by the report: Sri Lanka, Ukraine, Uzbekistan, Burundi, Costa Rica, Mongolia, Greece, Serbia, and Kazakhstan.

Worldwide, 108 economies implemented 201 regulatory reforms in 2011/12 making it easier to do business as measured by Doing Business. Reform efforts globally have focused on making it easier to start a new business, increasing the efficiency of tax administration and facilitating trade across international borders. Of the 201 regulatory reforms recorded in the past year, 44% focused on these 3 policy areas alone.

Singapore topped the global ranking on the ease of doing business for the seventh consecutive year, followed by Hong Kong SAR, China; New Zealand; the United States; and Denmark. Georgia was a new entrant to the top 10.

10 Hot Consumer Trends 2013

To contact us Click HERE

Source: Ericsson ConsumerLab

From Computing for a Scattered Mind:

From desktops, files, folders and garbage cans to flat surfaces, apps and cloud services, consumers are increasingly turning their backs on a computing paradigm for the focused mind. Instead of sitting at a work desk and completing tasks, there has been a shift in favor of a computing paradigm where things are handled on the spur of the moment and with one hand Рsubject to the flow of events as we stand in a shopping line, talk to someone at a caf̩, or run between buses during the commute. In our study, 18 percent intend to purchase a tablet, compared to 15 percent who plan to buy a desktop PC.

The PC at the work desk becomes the tablet on the living room table, used while watching TV – or on the kitchen table, picked up during a breakfast discussion with the family. Tablet interest is particularly high in Australia, China and Russia.

Infographic

Startup teaches a lesson in "advocate advertising"

To contact us Click HERE

From CBS News MoneyWatch:

If you told people you were going to launch a small, independent snack food company, with essentially no marketing money, most would tell you to get your head checked. Going up against the likes of Nabisco and Keebler for supermarket shelf space is -- and this is a gross understatement -- a very low odds proposition. But that's exactly what two concerned dads did with their niche-market munchies, and their business is taking off, thanks to the unstoppable social power of an audience with a very personal, vested interest in their success.

...[The founders] ...both have children who are among the estimated 6 million people with Tree Nut and Peanut Allergies (TPA). TPA is one of the most prevalent and serious food allergies...and it affects many more than just the people who have it: There are millions more who care for, feed, coach, play with, teach and otherwise interact with them.



(My daughter has a peanut allergy as well.)

7 Marketing Lessons (and an Infographic) for Next Year's Super Bowl Advertisers (and You)

To contact us Click HERE

I can hope against hope that the advertisers that underwrite the 48th Super Bowl will learn some pretty big lessons from this year's. I know I sure did. And the lessons learned aren't just applicable to brands with big advertising budgets; they are applicable to any marketer looking to get more ROI from marketing investments.

But before I get to those lessons, let me share how I discovered them.

Instead of watching the Super Bowl in real-time like a normal human being, I fired up the DVR and logged each and every commercial—national and local to my market—that ran from 6 PM EST through the commercial break after the final whistle. I then went back and logged each and every call to action involving the Web, mobile channels, social media, and telephone.

The findings were a true head-shaker, and most are compiled in the infographic at the end of this article. The rest you can find in my recent blog rant, Punt, Pass & Kick: Email, Mobile & Social Misses at Super Bowl XLVII.

Now that I've had some time to ponder what the brands near total failure to engage viewers beyond the TV screen means, I'm able to distill my thoughts into these seven lessons for Super Bowl XVLIII's advertisers—and everybody else.

Read more HERE.

Will post office box rentals increase?

To contact us Click HERE

Starting in August, the U.S. Postal Service will no longer deliver regular mail to street addresses on Saturdays. Mail will be delivered Monday through Friday.

The following services will NOT change:
• Packages will still be delivered on Saturdays.
• Mail will still be delivered to PO Boxes on Saturdays.
• Post Office locations currently open on Saturdays will remain open on Saturdays.

Discontinuing Saturday delivery is expected to save the Postal Service $2 billion annually.

The Postal Service is an independent government agency and does not receive tax money to support its operations. It relies on the sale of postage, products, and services to fund its operations.

If you would like more information about the new mail delivery schedule, you can send questions and comments to the U.S. Postal Service.

7 Marketing Lessons (and an Infographic) for Next Year's Super Bowl Advertisers (and You)

To contact us Click HERE

I can hope against hope that the advertisers that underwrite the 48th Super Bowl will learn some pretty big lessons from this year's. I know I sure did. And the lessons learned aren't just applicable to brands with big advertising budgets; they are applicable to any marketer looking to get more ROI from marketing investments.

But before I get to those lessons, let me share how I discovered them.

Instead of watching the Super Bowl in real-time like a normal human being, I fired up the DVR and logged each and every commercial—national and local to my market—that ran from 6 PM EST through the commercial break after the final whistle. I then went back and logged each and every call to action involving the Web, mobile channels, social media, and telephone.

The findings were a true head-shaker, and most are compiled in the infographic at the end of this article. The rest you can find in my recent blog rant, Punt, Pass & Kick: Email, Mobile & Social Misses at Super Bowl XLVII.

Now that I've had some time to ponder what the brands near total failure to engage viewers beyond the TV screen means, I'm able to distill my thoughts into these seven lessons for Super Bowl XVLIII's advertisers—and everybody else.

Read more HERE.

Utilizing a New Financial Projection Tool

To contact us Click HERE

In the Spring of 2012 Adam Hoeksema, Co-Founder of ProjectionHub, was working on his personal taxes using TurboTax when it hit him, “If TurboTax could take a highly complex process like preparing a tax return, and make it simple enough for someone other than a tax professional to complete, there must be a way to make the process of creating financial projections much easier as well.”

More HERE.

How to respond to unhappy customers online

To contact us Click HERE

From CBS News MoneyWatch:

When you own a small business or manage the social media program for your company, controlling the narrative is a constant concern. And no matter how much time you spend developing goodwill through your Twitter and Facebook presence, there will always be unhappy customers who flame, troll, and otherwise complain online. How do you reply to them? Should you respond at all? It's a tricky balancing act -- knowing how much you should engage without fanning the flames and making things worse.

Recently, PC World's Christopher Null explained how you can clean up your business's online reputation, and he gave a lot of credible advice for dealing with negative feedback in a variety of common scenarios.

How Great Webinars Can Grow Your Business

To contact us Click HERE
Webinars allow people throughout the world learn and communicate. Particularly in the past two years, webinars have rapidly gained prominence as an important component of many marketing plans. No longer considered an afterthought, a well-crafted and successful webinar can greatly enhance a company’s reputation and sales.

One of the reasons for this rapid growth is the lowered costs of both creating and attending a webinar. Without requiring the expenditure of significant amounts of time, energy, and money traveling to in-person events, webinars allow attendees and presenters to easily attend events via the internet. These savings in time and money for the presenters are significant, ranging between 60 to 90 percent when compared to the cost of live events and depending on the event.

Social media is a very powerful medium for meeting people and doing business. This industry has rapidly matured in the past ten years. However, one of its biggest hurdles is the amount of time and effort required to build and maintain a loyal following. In most cases, sales that are done through or as a result of social media are one-to-one. Though effective, it’s not time efficient. Conversely, webinars utilize a one-to-many approach, making them highly effective and providing them with the ability to reach a worldwide audience through a single online presentation.

Four different types of webinars are consistently utilized in today’s business environment:

• Sales webinars are the most well-known and are used to sell a product or service.
• Branding webinars are the most popular type of webinar, accounting for 50 percent of all webinars. Companies of all sizes are using or considering using branding webinars as a critical marketing component to enhance their reputation and drive traffic to their website and blog.
• Lead generation webinars are designed to generate new followers and remain in contact with existing ones.
• Education webinars are the hottest and fastest growing type of webinar. Large companies are now using internal webinars for training and communication purposes while training companies have achieved enormous savings and returns on their long distance learning programs.

Webinars usually range in length from 30 to 90 minutes with the usual length being 60 minutes. Less than 30 minutes is too short, more than 90 minutes is too long, particularly for people lacking both the patience and time for such long presentations.

Consistently, the weakest part of most webinars is their Call To Action (CTA) which should be presented towards the end of the webinar. A weak or non-existent CTA will result in potentially many lost sales or future business. Every webinar should have a strong CTA and follow-up plan upon completion of the webinar.

Some successful sales webinars can generate over $30,000 in a single presentation. Using a simple example, here is how the numbers work. Let’s say that we have 200 attendees at a sales webinar that is selling a $200 product. By providing excellent content to a targeted and receptive market, this webinar achieves a 25 percent conversion or sale rate, generating $10,000 (50 sales at $200 each) in sales for a single webinar. Making this even more attractive is the ability to easily repeat this webinar multiple times and generate additional revenue. While these numbers are alluring, it is important to realize that much work is required to be able to achieve them. Too many people think, “Now that I have created a webinar, they will come.” It didn’t happen for websites or Facebook fan pages, it doesn’t hold true for webinars either.

However, when webinars are properly constructed and marketed, they can be extremely effective in helping almost all companies reach their goals. By incorporating webinars into their marketing plans and taking advantage of their reach and effectiveness, companies can realize real cost savings while achieving significant growth.


Bruce Newman is the president of www.ebevents.com and The Productivity Institute, LLC. Bruce is a social media and webinar creation and promotion expert. Bruce can be reached atbnewman@wwWebevents.com.

Republished by permission, FreeEnterprise.com, in agreement with NY Enterprise Report. Copyright© is owned by the author of this article. FreeEnterprise.com is your home for free market news and ideas.

Should Foreign Businesses Incorporate in the US?

To contact us Click HERE

Do you run an overseas business? Thinking of expanding and selling into the U.S. market?

Because U.S. residency or citizenship is not required, non-U.S. citizens can readily sell into the U.S. However, many overseas business owners aren’t clear on whether they are required to incorporate in the U.S. and the associated tax implications.

Here’s what you need to know:

Essentially, if your intent is to sell goods into the U.S.—whether online or through U.S. partners such as a wholesaler—you may not have to file for incorporation in the U.S. However, if you plan to have a physical presence in the U.S. (such as an office or employees), then incorporation, whether as a corporation or limited liability corporation (LLC), is worth considering. Likewise, for online businesses in particular, remember that many U.S. consumers feel more confident buying from a registered U.S. business, so that’s another important factor to weigh.

More from SBA HERE.

Claiming Hurricane Sandy personal property loss deductions

To contact us Click HERE

When filing your federal income tax return, you may deduct personal property losses that aren't covered by insurance or other reimbursements. Claim the losses as an itemized deduction using federal Form 4684, Casualty and Theft...

Claiming the loss on an amended return for the prior year may result in an earlier refund, but waiting to claim the loss on the return for the year the loss occurred could result in greater tax savings, depending on other income factors.

New York State follows the federal rules for casualty losses. As a resident taxpayer, you may claim the loss on your New York personal income tax return as an itemized deduction. You must use the same year you chose to claim the loss on your federal return.

More here.

2012 Small Business Profiles for the States and Territories

To contact us Click HERE

Small Business Profiles for the States and Territories supply data on small businesses in each of the 50 states and the District of Columbia. The publication also provides national-level data and limited data on the U.S. territories.

What do the profiles say about small business health? Despite continuing challenges, the profiles show that the U.S. economy was relatively strong in 2011. At the national level, the unemployment rate was down 0.7 percent between 2010 and 2011, and 48 states reported a decrease as well. Of these states, 10 had rates equal to the national level.
The usefulness of the profiles is the great detail it provides about small businesses at the state level. Small business borrowing activity, as well as self-employment by various demographics, are presented. Also covered are the number of firms, small business income, banking, business turnover, industry composition, and employment gains and losses by size of business.

Each profile is available in Adobe PDF format, and an Excel spreadsheet containing all of the profile data is also available. For further information contact Victoria Williams, Economist, at (202) 205-6533 or advocacy@sba.gov.

More On Limited Liability Companies' Fiduciary Duty

To contact us Click HERE
Now that we have an Indiana Court of Appeals decision describing the fiduciary duty of an LLC to its members, I almost thought to scratch this post. However, Chicago Business Litigation Lawyer Blog's Respected Law Professor's Insights on Corporate Freeze-Out Litigation may still have some benefit to you.

"In Fairness and Good Faith as a Precept in the Law of Corporations and Other Business Organizations, 36 Loy.U.Chi. L.J. 551 (2005), Murdock addresses the fiduciary duty of good faith and fairness that controlling interests of a business owe to minority interests. Noting that this internal duty is a fairly recent legal phenomenon, he surveys caselaw on the subject from around the country that applies to closely held corporations, public corporations and LLCs. Noting that the Uniform Limited Liability Company Act (ULLCA), a model law adopted by several states, doesn't include language that gives members of an LLC fiduciary duties to one another, he praises Illinois for modifying that language to protect members in the updated Limited Liability Company Act."

Create a 2013 Email Marketing Plan

To contact us Click HERE
There in no better time than the beginning of a year to get strategic about your marketing efforts…and no better way to do it that by ceating a plan for the year ahead.


If you’re like most small business owners, email marketing is just one part of what you’re doing while running your business. By creating a plan now, you can make your life easier when trying to juggle everything that come along with running your business—filling orders, waiting on customers, and the million other things that demand your attention.


Think about your approach to email marketing. When you sit down to create an email, are you as prepared as you’d like to be? Do have a clear understanding of what you’re looking to achieve, how you’re going to achieve it, and how you’re going to measure your results?

Or are you—like a lot of small businesses—doing most the work last minute? Planning, brainstorming, designing, writing, creating, and sending emails at a single sitting without much preparation?

Having a plan can help you stay better organized throughout the year, while also helping you make better decisions about the type of content you create. Create a plan so you’ll have a resource to refer back to each month and improve the likelihood you’ll follow through. All it takes just a few easy steps:

Choose a goal

Start by understanding what it is you hope to achieve from your email marketing. Do you want people to shop online, come into the store, and share a sale with friends via Facebook or Twitter? There are a number of factors you’ll need to consider.

Start broad, why did you start using email marketing in the first place?

Then you can look at months individually—what will be your top priority in February? What is your biggest challenge in March? Start with your goal and let that guide your email marketing decisions.

Determine frequency

Once you’ve figured out what you hope to achieve, then you’ll be able to choose a frequency that’s right for your business.

How often should you be sending emails to your customers?

Once a monthis a good starting place, but pick a frequency you know you can stick to. If you decide to do more than you can handle, your plan won’t do you any good.

Pick a date

Figuring out when you’ll send an email each month sets expectations for yourself and your customers. It will also help you avoid missing any emails, which can often happen during busy times of the year. A great way to pick the right date for your email marketing is to look at your reports from past emails. Identify which days of the month had the most opens and which days had the most engagement from readers.

Put it together
While it may seem like a lot to consider, most of what will go into creating your email marketing plan is stuff you’re already thinking about each and every day. If it helps, you can start small. Plan out your next three emails and see if having a plan makes things easier. You’ll find yourself better prepared and with more time to spend doing what you enjoy most—running your business.


Gina Watkins is a leading expert on e-marketing for small business – and has a real passion for helping businesses to succeed. Her ongoing series of dynamic lectures are filled with real-world examples, humor and results-driven wisdom garnered from more than two decades of sales, business development and marketing experience. In addition to owning her own business, she is an award-winning direct marketer, has been featured on WUSA Channel 9's Mind Over Money show, Dr. Gayle Carson’s Women In Business radio show, Morgan State’s Briefcase Radio program, and in numerous other media. In her role as Constant Contact Regional Development Director, she’s presented to more than ten thousand seminar attendees about the keys to success with easy, affordable, highly effective technology tools that grow trusted business relationships.

U.S. Manufacturing in International Perspective

To contact us Click HERE

From HERE:

• The United States remained the largest manufacturing country in 2010, although its share of global manufacturing activity has declined in recent years.
• Manufacturing output has grown more rapidly in the United States over the past decade than in most European countries and Japan, although it has lagged China, Korea, and other countries in Asia.
• Employment in manufacturing has fallen in most major manufacturing countries over the past two decades. The United States saw a disproportionately large drop between 2000 and 2010, but its decline in manufacturing employment since 1990
is in line with the changes in several European countries and Japan.
• U.S. manufacturers spend far more on research and development (R&D) than those in any other country, but manufacturers’ R&D spending is rising more rapidly in China, Korea, Mexico, and Taiwan.
• A large share of manufacturing R&D in the United States takes place in high technology sectors, particularly pharmaceutical and electronic instrument manufacturing, whereas in other countries a far greater proportion of
manufacturers’ R&D outlays occur in medium-technology sectors such as motor vehicle and machinery manufacturing

Fear of Poverty - Series

To contact us Click HERE

Poverty clearly ties to Wealth. People always have and always will want more than they currently have. Keep up with the Joneses is pervasive; this fear is also tied closely to ego and feelings of inferiority.

Humans by nature are creatures of habit. Those habits can be changed and manipulated as we have been finding out. One of the worst habits to fall into is the habit of trying to keep up with everyone else. The other factor is that most people are trained and raised to be mediocre. They aren’t pushed, they haven’t formed good habits, and therefore they get scared when confronted with something outside the norm. Being poor is one of those areas.

Here’s the downside to this fear. Politicians love it! On both sides of the aisle, they love it because they can use it to play the rich against the poor and define a “middle class” that includes the majority of people. The Right uses the poor as examples of what not to do and the rich as examples of doing it right. The left uses the rich as examples of what not to do and the poor as pawns and victims. Neither side is doing people a favor.

The bottom line is there will always be poor people, people getting by and making a living (the middle class), and the uber-rich or the 1% that understand the concepts in this book. My goal with this book is to help as many people as possible understand the 1% mentality and be more successful. The wonderful thing about America and our capitalist system is that even though there are levels of income and wealth/poverty, people are not static. Nothing is guaranteed and nothing is barred. People are free to move up and down the scale at their own will – they can get lazy and lose everything, or they can work hard, become educated, risk their own money, and move up from poverty to wealth. It is not a zero sum game; there is not one pie and when it’s gone it’s gone. No; there is always more pie.

It’s that simple.





In the meantime, please check out the Blue Pen Success Program atwww.bluepensuccess.com. Blue Pen Success is an Entrepreneur training program based on the tried and true My Own Business Inc. (MOBI) training. MOBI allows certified graduates to teach the course. I decided to "teach it by creating an online video series of the courses for FREE!! www.bluepensuccess.com