Podcasts about delaware llc

The world is seemingly upside down again as Ben Hadley joins the pod to chat about a digital asset auction gone wild, automated driving under scrutiny, and insurance companies getting more data than consumers may have bargained for.It's all fun and games until your favorite car gets in an accident…with technology at the wheel. Recently the IIHS has provided a rating of 14 driver assistance softwares across 9 manufacturers, all of which received marginal or poor marks.There's no evidence of real-world safety benefits from these systems, with the IIHS citing a lack of reduction in insurance claims.Despite Tesla's claims of safety, federal regulators are investigating nearly 1,000 accidents involving Autopilot.Lexus's Teammate with Advanced Drive system received an "acceptable" rating, standing out among its peers."We have been able to look at vehicles with and without these (systems) and determine there is no reduction in claims as a result of these more advanced systems," says IIHS President David Harkey.We all love the idea of a connected car, but it looks like insurance companies are taking liberties with the data available from manufacturers connected systems to determine insurance rates per driver.Kenn Dahl, a careful driver from near Seattle, was stunned when his insurance spiked by 21% due to data collected by his Chevy Bolt and shared by General Motors with LexisNexis.LexisNexis' report on Dahl detailed over 640 trips, monitoring speed, braking, and accelerations but not locations, affecting his insurance rates.GM and other automakers collect driving data for insurance purposes, often with driver consent buried in fine print or unknown to the driver entirely.Jen Caltrider, a researcher at Mozilla who reviewed the privacy policies for more than 25 car brands last year, called cars “a privacy nightmare.”How to Find Out What Your Car Is DoingSee the data your car is capable of collecting with this tool: https://vehicleprivacyreport.com/.Request your LexisNexis report: https://consumer.risk.lexisnexis.com/consumerRequest your Verisk report: https://fcra.verisk.com/#/After filing for bankruptcy in October, a California court has sanctioned the sale of Shift Technologies' digital assets, including domain names, trademarks, and social media accounts.TrueCar founder Scott Painter won the domain names, trademarks and social media accounts of Carlotz.com, Autoacquire.com, Canvas and Xchange Leasing for $35K. He also acquired the the platforms, patents and records of Shift and Fair Technologies for $120KA Canadian company (not automotive) also named Shift Technologies Inc. won the bid for the Shift.com domain and social media accounts with a $1,365,000 offer.Primera Management I, a Delaware LLC, snagged the Fair domain and social media accounts for $900,000.Hosts: Paul J Daly and Kyle MountsierGet the Daily Push Back email at https://www.asotu.com/ JOIN the conversation on LinkedIn at: https://www.linkedin.com/company/asotu/ Read our most recent email at: https://www.asotu.com/media/push-back-email ASOTU Instagram: https://www.instagram.com/automotivestateoftheunion

This Day in Legal History: Happy Birthday Cicero!On January 3rd, we mark a significant moment in legal history with the birth of the Roman lawyer, Marcus Tullius Cicero, in 106 BC. Cicero, a figure renowned for his oratory and prose style, was not only a lawyer but also a philosopher and politician, playing a pivotal role in the late Roman Republic. His legal career, characterized by his eloquence and deep understanding of Roman law, made him one of the era's most respected and influential lawyers.Cicero's legal philosophy was deeply entrenched in the concept of natural law, a principle suggesting that certain rights are inherent by virtue of human nature. He believed that law and justice were not a product of human creation, but rather derived from a higher, universal source. This belief laid the groundwork for many modern legal principles that emphasize natural rights and justice.Cicero's view of natural law was not just philosophical; it had practical implications for how laws should be crafted and interpreted. He argued that human-made laws should reflect the fundamental principles of justice and fairness inherent in natural law. This idea was a significant departure from the notion of legal positivism, which holds that law is defined solely by the edicts of the state or the decrees of rulers. Cicero's approach advocated for a higher moral standard in legal proceedings, suggesting that laws unjust in their essence were invalid, regardless of their source.As a statesman, Cicero often found himself entangled in the complex political machinations of the Roman Republic. His commitment to the Republic's ideals often put him at odds with more autocratic figures. His orations, including the famous "Catiline Orations," showcase his skill in using the law and rhetoric as tools to address public policy and political corruption.Cicero's legal writings, such as "De Legibus" (On the Laws) and "De Re Publica" (On the Republic), offer insight into Roman law and political theory. These works have had a lasting impact on Western legal thought, influencing legal theorists and practitioners for centuries. His ideas contributed significantly to the development of the concept of individual rights and the rule of law, principles that are central to many modern legal systems.Interestingly, Cicero's career also highlights the dangers faced by legal professionals in politically turbulent times. His outspoken nature and political stances eventually led to his downfall and assassination. Despite this tragic end, his legacy endured, and his works continued to be studied and revered.Cicero's influence extends beyond the legal realm; he is considered one of the greatest Roman orators and prose stylists. His writings not only provide historical insight into Roman law and governance but also offer timeless wisdom on ethics, duty, and the nature of good and evil.As we reflect on this day in legal history, Cicero's birth serves as a reminder of the profound impact one individual, born at a pivotal point, can have on the legal profession and the enduring nature of the principles Cicero specifically championed. His life and work continue to resonate, underscoring the importance of justice, integrity, and the power of the law in shaping society.The Biden administration's negotiations with hydrogen industry leaders about legally binding commitments for new jobs and lower emissions are crucial for community support and achieving U.S. environmental justice goals. However, the secrecy surrounding these negotiations is a major concern in the Department of Energy's strategy to engage communities in its $8 billion hydrogen hub program. The department and hub leaders have kept their applications private, citing confidential business information, leading to frustration among communities and environmental justice advocates.These hydrogen hubs, a key federal clean energy program, are drawing attention from various sectors, but the lack of transparency is creating issues for hydrogen proponents. The DOE is aware of the negative public perception risks and sees the community benefits plan as a way to shape the industry. This plan requires applicants to explain how they will benefit residents and meet the Biden administration's Justice40 goals.The DOE estimates that by 2030, the U.S. demand for hydrogen could create 100,000 new jobs and the hubs alone could reduce 25 million metric tons of CO2 emissions annually. The hub model aims to demonstrate hydrogen production, transport, and consumption technologies in diverse U.S. regions. However, measuring the benefits and harms of these hubs and making them public is seen as crucial.A significant concern is the extent to which the hubs will rely on fossil fuel production. Although two-thirds of the project investment is for green hydrogen, a substantial portion involves natural gas with carbon capture and storage, raising questions about the overall 'green' impact of these hubs. Transparency in project details, given the use of public funding, is a priority for industry experts.In the Midwest, a hub plans to use all three types of hydrogen production, raising concerns about seismic activity, water quality, and potential CO2 contamination. Community benefits and labor agreements are in place, but releasing plans too early might create false expectations among communities. The hub leaders aim for transparency but are cautious about revealing details prematurely.Secretive Hydrogen Hub Talks Test Energy Agency Community PlansIn the case of In re Envision Healthcare Corp., the U.S. Bankruptcy Court for the Southern District of Texas addressed a conflict between the Bankruptcy Code and the Delaware Limited Liability Company Act (LLC Act). The court ruled that section 541 of the Bankruptcy Code, which creates an estate of all a debtor's interests at the bankruptcy commencement date, overrides section 18-304(1)(b) of the LLC Act, which strips an LLC member of its membership interest upon bankruptcy filing. This decision means that a member of a Delaware LLC retains all legal and equitable interests in the LLC when they file for bankruptcy.Before the bankruptcy filing, one of the debtors, Amsurg Holdings LLC, along with other entities, held management and voting membership interests in Folsom Endoscopy Center, a Delaware LLC. After the bankruptcy filing, other members amended the operating agreement, reflecting the debtor's loss of voting and managerial interest. However, the court, rejecting a motion to compel arbitration, found that the dispute was about the legal rights held by the debtor in the LLC at the bankruptcy's commencement.The court rejected the argument that the debtor only retained an economic interest in the LLC, asserting that any managerial or voting rights became part of the bankruptcy estate. It concluded that section 18-304 of the LLC Act conflicts with the Bankruptcy Code and cannot strip LLC members of their rights upon filing for bankruptcy. This decision emphasizes the protection of property rights of debtors who are LLC members and has implications for LLC members in terms of counterparty risk and business dealings in the event of co-member or manager bankruptcy.Court refuses to enforce Delaware statutory provision stripping LLC interests upon bankruptcy filing | ReutersUS Senior District Judge William Young, based in Boston, recently presided over a bench trial remotely for a case in Asheville, North Carolina. This unique trial involved judiciary officials' handling of misconduct claims by former federal defender Caryn Strickland, where all judges in the circuit had to recuse themselves, leading to Young's appointment. Despite the distance, Young effectively managed the trial, showcasing the growing normalcy of remote legal proceedings, a trend accelerated by the Covid-19 pandemic.The trial, which stretched over five half-days, wasn't without technical difficulties, such as audio delays and screens occasionally turning off. These challenges highlighted the imperfections of remote courtroom technology. Judge Young, known for conducting remote jury-waived trials for years, took on this case as part of his efforts to assist overburdened court districts. He has a history of helping in various districts, including managing tobacco product liability litigation in Florida and handling dispositive motions for the Northern District of Oklahoma post the McGirt v. Oklahoma decision.During the trial, there were moments of disconnect due to the technology, with Young apologizing for not being able to distinguish the attorneys and sometimes asking for identification before they spoke. Despite these challenges, the trial proceeded with Young and his staff adeptly handling logistics.The physical contrast between the two courtrooms was notable, with Asheville surrounded by local businesses and the Boston federal courthouse located in a trendy district. The trial culminated with Young insisting on the public nature of court proceedings, denying a request for attorneys to appear remotely for closing arguments, emphasizing the importance of maintaining the public and formal aspects of the judicial process.Veteran Boston Judge Leads a North Carolina Trial From Afar Get full access to Minimum Competence - Daily Legal News Podcast at www.minimumcomp.com/subscribe

On this episode of Passive Income Pilots, Tait & Ryan interview Clint Coons.Clint Coons is a founding partner of Anderson Business Advisors, a legal and tax firm that has grown to over 450 employees. He specializes in helping real estate investors create and implement solid entity structuring plans. Clint's personal investing experience has been key to his success in this field, having acquired over 200 properties, from small single-family homes to commercial buildings. As a prolific writer and educator, Clint has published numerous articles, videos, and workbooks on real estate investing and asset protection. He authored the book "Asset Protection for Real Estate Investors," which uses real-life examples and personal experiences to provide valuable insights and strategies.Clint shares valuable insights on asset protection and LLC strategies to safeguard your investments. Clint outlines the most important foundational tools to protect your assets, including separating your liability exposure and whether you need an LLC before investing in real estate. He dives into various strategies to protect investors from lawsuits and other legal liabilities, including tips on where to set up your LLCs and setting up estate plans, trusts, and wills. Clint also sheds light on tax returns when you have LLCs and the significance of holding companies in your asset protection plan. Enjoy the show!Show notes:[2:11] Brief overview of Anderson Business Advisors and Clints's expertise[4:30] Separating your liability exposure[7:23] Do you really need an LLC before you can start investing?[11:25] Structuring your investments and protection strategies[16:02] Where should you set up the LLC?[24:49] Wyoming LLC vs. Delaware LLC[26:51] Hire the right people to help you protect your investments[27:49] Common advice for pilots[31:31] What to do after setting up your living will and trust[34:41] Annual maintenance of your LLC[41:36] Tax returns, holding companies, and disregarded LLCs[48:45] How to find Clint[49:35] OutroProtect your investments today and stop unnecessary risks, and join the join the Real Estate Asset Protection Live Stream Workshop and Seminar:Legal DisclaimerThe content of this podcast is provided solely for educational and informational purposes. The views and opinions expressed are those of the hosts, Tait Duryea and Ryan Gibson, and do not reflect those of any organization they are associated with, including Turbine Capital or Spartan Investment Group.The opinions of our guests are their own and should not be construed as financial advice. This podcast does not offer tax, legal, or investment advice. Listeners are advised to consult with their own legal or financial counsel and to conduct their own due diligence before making any financial decisions.The hosts, Tait Duryea and Ryan Gibson, do not necessarily endorse the views of the guests featured on the podcast, nor have the guests been comprehensively vetted by the hosts.Under no circumstances should any material presented in this podcast be used or considered as an offer to sell, or a solicitation of any offer to buy, an interest in any investment. Any potential offer or solicitation will be made exclusively through a Confidential Private Offering Memorandum related to the specific investment. Access to detailed information about the investments discussed is restricted to individuals who qualify as accredited investors under the Securities Act of 1933, as amended.Listeners are responsible for their own investment decisions and are encouraged to seek professional advice before investing....

We know you're lying when you tell us you're catching up on the podcast. So why don't you handle your business with aplomb instead and enjoy the best podcast about Bob Marley and The Wailers and the 140th greatest album of all time, Catch a Fire.   Before we get to the album, we listen to a great voicemail on the Beck Line which leads us down a memory lane of the best podcast bits ever. We also discuss swimming pool etiquette, family card games, and hydration. We also remind you of our love when we become the best Hamilton podcast.     Then at (1:07:00) we stop that train of nonsense and talk about The Wailers and their 1973 reggae album, Catch a Fire. We discuss Calypso music's influence on reggae, Delaware LLC law, and the best songs about kinks.   Next week's episode is sure to bring a wave of podcast mutilation when we become the best Pixies podcast and discuss their alternative rock album, Doolittle.  

This episode focuses on tax and asset protection planning – as OJM Group partner and CPA Carole Foos joins David to highlight tax planning opportunities as we welcome in 2023. David then drills down into a few important developments in asset protection planning.  Carole begins with some highlights on new tax developments and opportunities, including energy-efficient home and business credits and clean vehicle credits.  Carole discusses the new increased IRS interest rate effective January 1, 2023, and how that should impact physicians when it comes to estimated tax payments.  Finally, Carole covers the importance of managing investment gains and losses and why this is not just a 4th quarter activity. David then covers the trend of state exemption statutes improving protections, focusing on the California homestead exemption. He turns his attention to some important legal cases for asset protection planning.  The first case involves a Delaware LLC, which many physicians have utilized for decades. David explains why this case puts some risk around relying on LLCs in Delaware for protection and contrasts the problematic Delaware case with two cases involving Ohio LLCs, which strengthen the protections Ohio provides. David concludes with the details of an IRS-related LLC case involving a business leasing its real estate from a related LLC, and explains how that case demonstrates demonstrating the importance of following legal formalities. Learn more about our guest, including additional show notes and more, by visiting www.physicianswealthpodcast.com. 

SPVs for Non-U.S. VCs: The Power of the Delaware LLC In this week's episode, Kirill Bobkov discusses the global venture capital landscape from his perspective as a European capital markets lawyer working with VCs and an important trend he is seeing with the way his clients are doing deals. A shift in demand by investors for deal-by-deal investments has led global deal organizers to the Delaware LLC, a U.S.-based SPV structure that is fast, cost-effective, and easy. The reduced friction and democratization of venture capital markets in the US, and the trends toward structuring innovation and more flexibility and access to investors, is a trend that is extending to Europe and beyond, and the same SPV vehicle is taking hold as a global standard for VC, reducing friction for investors and founders globally to move capital in a seamless VC ecosystem.To learn more about Kirill Bobkov and SPVs for Non-U.S. VCs click here.

Intro.(2:22) - Start of interview.(3:04) - Aaron's "origin story". He grew up in New Jersey. After law school he founded a tech company focused on user generated content that got bought by Wikia (the for-profit sister company of Wikipedia). He later practiced law at a few law firms before joining the faculty at Cardozo Law School in 2014. He got interested in Bitcoin early on, and collaborated on the launch of Ethereum. He co-authored a book called The Rule of Code, Blockchain and the Law (2018). He's been constantly playing around with the technology itself and he co-founded OpenLaw, which makes it easy to create legal agreements that work with Ethereum. Most recently he's been spending a lot of time pulling together a bunch of DAOs.(5:13) - How blockchain can disrupt corporate governance. The history of DAOs (6:35). Dan Larimer's Decentralized Autonomous Companies (DACs) article (2013). The concept of DAOs picked up with the Ethereum blockchain. Beyond just corporations, to organizations generally. A lot of people think about blockchain as a system to transfer value in a fast way (~12 mins for Bitcoin and ~12 secs for Ethereum). But beyond this transfer of value, blockchain can also be understood as a system to coordinate disparate people with a set of smart contracts. This allows a new way to structure organizations.(12:13) - The story of The DAO (2016). "It was pretty revolutionary in terms of its objective." After the project got hacked, it led to "quite a dramatic (governance-related) decision to fork the Ethereum network." For a number of years, people had "PTSDAO", they were afraid of other hacks. "But about 2-2.5 years ago that started to change, PTSDAO began to wear off and developers began to look at this problem again." New DAO platforms and tooling emerged, the most notable example of them was Moloch DAO (it provided grants to Ethereum projects). More innovation followed, and DAOs were capable of not only giving grants but also making investments. "There has been a sort of explosion of DAOs." To put some numbers to it, "In Feb 2019 there was ~$10m in these DAO like structures with ~2,000 users, today depending on the numbers you look at, it's north of $10bn with several hundreds of thousands of users."(20:30) - His article "The Rise of DAOs: Opportunities and Challenges" (Stanford Journal of Blockchain, Law & Policy, 2021). Questions on legal frameworks for DAOs: partnerships, LLCs, new state DAO LLC laws: Vermont and Wyoming. Unincorporated Non-Profit Associations (UNAs). Wrapped and unwrapped DAOs. How to think about interests in DAOs (securities or something different like member-managed partnerships). Separating economic and governance rights. Are tradable governance rights securities? Grey zone.(29:58) - His take on The LAO (the DAO that he co-founded focused on venture investments). "This was an effort to reboot the original The DAO concept but in a compliant US law format." It's structured as a Delaware LLC, with changes in its operating agreement that waived fiduciary duties and conflicts of interests. Core decision-making was delegated to a smart contract (code). They pooled capital (in Ether), members were only permitted to purchase up to 9% of the LAO (most purchased between 1-2%). There are about 75 members, scattered around the world, chatting via discord, all decisions are made via blockchain-based voting. "It's created a hive-mind." "Instead of having a few people in charge like in a VC fund, you have a collective group." "The decision-making has been pretty great." "The members of the DAO have been able to move faster than traditional VC funds, generating a higher rate of return (still early so TBD) and better at predicting the future of the market, such as with NFTs." "A network of capital deployers"(37:21) - On DAOs' decision making (7 day voting period), rough consensus (no quorum requirement) and internal mechanisms. Faster and better decision-making (time will tell if the latter is true). Each member is provided with "ragequit" rights (automatic redemption rights). "[I]t usually happens at the beginning, when they join a DAO and they either don't have the time to participate and they feel they should, or they decide they didn't like the opportunity as much."(41:20) - On FlamingoDAO and Non-Fungible Tokens (NFTs). Inside TheLAO many members wanted to back NFT projects. A question emerged internally to either invest in the projects or buy the art. They decided to do both. In Oct 2020 Flamingo DAO was born. Now they have 9 different DAOs ("about $200m in ETH has been contributed to these DAOs", over 200 people):The LAO (VC investments, it can invest in equity or tokens, could lead a round, draft a term sheet, nominate a board member who could be any member of the DAO - it hasn't done so yet). How people can become members (accredited investors).Flamingo DAO (NFT projects and art). "It started with a contribution of about 6,000 ETH ($6M at the time) and now if new members want to join they are valuing Flamingo DAO's interests at over $1 billion." (in just a year of existence!)Neptune DAO (DeFi)Neon DAO (Metaverse). "It was opened up last week, it took 40mins to close. It's a $20 million vehicle." ("that process for a VC fund or hedge fund would take 3-6 months.").Red DAO (digital fashion)ReadyPlayer DAO (gaming)Museo (NFT-native museum, art collection)Two more in development.(52:33) - On Sequoia's move to a permanent fund, "[I]t mirrors the structure of our DAO network." The LAO operates like a DAO of DAOs (like Sequoia's permanent fund).(53:59) - His fascination with DAOs: "a lot of it is corporate governance theory at its core." "Blockchain technology is providing a laboratory to play around and geek out on corporate governance." "Maybe [in a digital world] it's better: 1) to have rough consensus voting instead of quorum voting, 2) to have a broader base of decision makers for investing instead of a few people [like in a traditional VC fund], 3) to have more flexible redemption rights instead of lock-up windows or capital calls, 4) to have people provide more capital upfront, 5) to delegate voting rights to other members (different ways to provide proxy voting).(56:49) - His favorite books:Infotopia by Cass Sunstein (2006)Road to Serfdom by F.A. Hayek (1944)Fans, Bloggers and Gamers. Exploring Participatory Culture. by Henry Jenkins (2006) The Wealth of Networks by Yochai Benkler (2006)Code and Other Laws of Cyberspace by Lawrence Lessig (2000)(58:02) - His mentors:Jimmy Wales (founder of Wikipedia).Gil Penchina (former CEO of Wikia).When he was a lawyer in private practice he learned a lot from the litigators and corporate attorneys he worked with.David Roon (co-founder at OpenLaw, soon to be re-named Tribute Labs)Brett Frischman (mentored him at Cardozo Law School)(1:00:05) - An unusual or absurd habit that he loves: loves walking.(1:00:30) - The living person he most admires: his mother.Aaron Wright is an Associate Clinical Professor of Law at Cardozo Law School; Co-Founder at OpenLaw, The LAO, FlamingoDAO.You can find him on Twitter @awrigh01If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. __ You can follow Evan on social media at:Twitter @evanepsteinLinkedIn https://www.linkedin.com/in/epsteinevan/ Substack https://evanepstein.substack.com/Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

Aaron Wright, co-founder of OpenLaw and Professor at Cardozo Law, and Ross Campbell, SushiSwap core developer and LexDAO contributor, discuss the latest breakthroughs and legal implications in the burgeoning world of DAOs. Show highlights: how Aaron and Ross fell down the crypto rabbit hole whether a DAO, like Curve, could sue to protect its IP when a governance token might be considered a security who owns the copyright to a DAO how SushiSwap handles its open-source licenses why Ross views Uniswap's business license as a good thing what an DAO is and how the idea stems from Bitcoin how Wyoming's DAO law works what makes a Wyoming DAO different from a DAO registered as a Delaware LLC how an algorithmically managed DAO might work in the future why Aaron thinks a DAO should not be allowed to be manager-managed why wrapping a DAO into an LLC could be advantageous the difference between private and public ordering Thank you to our sponsors! Crypto.com: https://crypto.onelink.me/J9Lg/unchainedcardearnfeb2 Tezos: https://tezos.com/discover?utm_source=laura-shin&utm_medium=podcast-sponsorship-unconfirmed&utm_campaign=tezos-campaign&utm_content=hero Conjure: https://conjure.finance    Episode Links   People Ross Campbell Social Twitter: https://twitter.com/r_ross_campbell Medium: https://medium.com/@rosscampbell9  Career OpenLaw: https://www.openlaw.io/ LexDAO: https://lexdao.substack.com/people/867851-ross-campbell SushiSwap: https://app.sushi.com/swap    Aaron Wright Social Twitter: https://twitter.com/awrigh01 Career OpenLaw: https://www.openlaw.io/ Cardozo Law: https://cardozo.yu.edu/directory/aaron-wright Content The Rise of DAOs: https://stanford-jblp.pubpub.org/pub/rise-of-daos/release/1   DAO Information Basics: https://ethereum.org/en/dao/  https://1729.com/daos  Kain Warwick: DAO First Capital Formation https://blog.synthetix.io/dao-first-capital-formation/  https://twitter.com/kaiynne/status/1287961077041393664 DAO Stats https://deepdao.io/  Wyoming: https://www.wyoleg.gov/2021/Engross/SF0038.pdf https://lexnode.substack.com/p/wyomings-legal-dao-saster https://twitter.com/prestonjbyrne/status/1370002015644962816?s=20 https://www.coindesk.com/wyoming-dao-llc-law-passed  https://twitter.com/lex_node/status/1407668599205027843?s=20 https://decrypt.co/75222/americas-first-dao-approved-in-wyoming  Delaware: https://ricardian.gitbook.io/ricardian-llc/is-ricardian-legal  Curve IP:  https://gov.curve.fi/t/cip-xx-enforce-curves-ip-rights/1890 https://www.theblockcrypto.com/post/108561/the-first-dao-lawsuit-proposal-asks-if-curve-should-protect-its-ip https://www.coindesk.com/curve-dao-contemplates-its-intellectual-property  https://twitter.com/SamMiorelli/status/1405141398479847426 https://twitter.com/lex_node/status/1405251782574497799  Uniswap V3 https://www.coindesk.com/uniswap-v3-introduces-new-license-to-spoil-future-sushis  https://twitter.com/jchervinsky/status/1374738548239314951 https://defiprime.com/uniswap-v3-explained

Aaron Wright, co-founder of OpenLaw and Professor at Cardozo Law, and Ross Campbell, SushiSwap core developer and LexDAO contributor, discuss the latest breakthroughs and legal implications in the burgeoning world of DAOs. Show highlights: how Aaron and Ross fell down the crypto rabbit hole whether a DAO, like Curve, could sue to protect its IP when a governance token might be considered a security who owns the copyright to a DAO how SushiSwap handles its open-source licenses why Ross views Uniswap's business license as a good thing what an DAO is and how the idea stems from Bitcoin how Wyoming's DAO law works what makes a Wyoming DAO different from a DAO registered as a Delaware LLC how an algorithmically managed DAO might work in the future why Aaron thinks a DAO should not be allowed to be manager-managed why wrapping a DAO into an LLC could be advantageous the difference between private and public ordering Thank you to our sponsors! Crypto.com: https://crypto.onelink.me/J9Lg/unchainedcardearnfeb2 Tezos: https://tezos.com/discover?utm_source=laura-shin&utm_medium=podcast-sponsorship-unconfirmed&utm_campaign=tezos-campaign&utm_content=hero Conjure: https://conjure.finance    Episode Links   People Ross Campbell Social Twitter: https://twitter.com/r_ross_campbell Medium: https://medium.com/@rosscampbell9  Career OpenLaw: https://www.openlaw.io/ LexDAO: https://lexdao.substack.com/people/867851-ross-campbell SushiSwap: https://app.sushi.com/swap    Aaron Wright Social Twitter: https://twitter.com/awrigh01 Career OpenLaw: https://www.openlaw.io/ Cardozo Law: https://cardozo.yu.edu/directory/aaron-wright Content The Rise of DAOs: https://stanford-jblp.pubpub.org/pub/rise-of-daos/release/1   DAO Information Basics: https://ethereum.org/en/dao/  https://1729.com/daos  Kain Warwick: DAO First Capital Formation https://blog.synthetix.io/dao-first-capital-formation/  https://twitter.com/kaiynne/status/1287961077041393664 DAO Stats https://deepdao.io/  Wyoming: https://www.wyoleg.gov/2021/Engross/SF0038.pdf https://lexnode.substack.com/p/wyomings-legal-dao-saster https://twitter.com/prestonjbyrne/status/1370002015644962816?s=20 https://www.coindesk.com/wyoming-dao-llc-law-passed  https://twitter.com/lex_node/status/1407668599205027843?s=20 https://decrypt.co/75222/americas-first-dao-approved-in-wyoming  Delaware: https://ricardian.gitbook.io/ricardian-llc/is-ricardian-legal  Curve IP:  https://gov.curve.fi/t/cip-xx-enforce-curves-ip-rights/1890 https://www.theblockcrypto.com/post/108561/the-first-dao-lawsuit-proposal-asks-if-curve-should-protect-its-ip https://www.coindesk.com/curve-dao-contemplates-its-intellectual-property  https://twitter.com/SamMiorelli/status/1405141398479847426 https://twitter.com/lex_node/status/1405251782574497799  Uniswap V3 https://www.coindesk.com/uniswap-v3-introduces-new-license-to-spoil-future-sushis  https://twitter.com/jchervinsky/status/1374738548239314951 https://defiprime.com/uniswap-v3-explained

Chain Reaction Host Jose Maria Macedo hosts Aaron Wright, cofounder of OpenLaw, The LAO and now Flamingo DAO. Aaron is a professor at Cardozo Law School and is at the forefront of DAOs, having been involved in Bitcoin since 2011, and Ethereum since 2015. Before this, Aaron was a successful entrepreneur, having sold his first company to Wikia - the for-profit version of Wikipedia, which he grew to be one of the largest websites on the internet.  Aaron provides a DAO masterclass, discussing what they are, why they matter, and his vision for DAOs as the next evolution in a long history of human organization dating back to Ancient Rome. Thank you to our sponsor LVL, which is launching the first free Bitcoin exchange in North America. Users buy and sell Bitcoin with no trading fees or hidden spreads. Visit them at lvl.co - Show Notes: (2:06)    –  Aaron Wright Background. (4:35)    –  Organizations: History, Concepts and Functions. (7:25)    –  Insights about DAO / Long-term Vision. (12:47)    –  Experimenting with Types of Organizations in the real world. (14:26)    –  DAO main categories. (15:41)    –  Insights about Fund Structures. (19:14)    –  DAO’s interaction with the Traditional Legal System. (25:32)    –  Why a Delaware LLC. (26:43)    –  Insights about DAO legal compliance. (30:35)    –  LAO, OpenLaw big Use Case. (35:11)    –  Why build on Moloch. (36:49)    –  Credit Delegation System Background / Walkthrough. (41:33)    –  OpenLaw, merging the Traditional World with Crypto. (44:40)    –  The Future of the Legal System. (49:07)    –  The Security in Off-chain Assets Settlements. (56:21)    – Insights about Governance Tokens value / DAO projects. (1:03:41)    –  Exciting things happening in the DAO Space.   Resources: Guest’s Twitter: https://twitter.com/awrigh01 Guest’s Website: https://www.openlaw.io/ Jose's Twitter: https://twitter.com/zemariamacedo Delphi Podcast Twitter: https://twitter.com/PodcastDelphi More Our Video interviews Can Be Viewed Here: https://www.youtube.com/channel/UC9Yy99ZlQIX9-PdG_xHj43Q Access Delphi's Research Here: https://www.delphidigital.io/ Disclosures: This podcast is strictly informational and educational and is not investment advice or a solicitation to buy or sell any tokens or securities or to make any financial decisions. Do not trade or invest in any project, tokens, or securities based upon this podcast episode. The host may personally own tokens that are mentioned on the podcast. Lets Talk Bitcoin is a distribution partner for the Chain Reaction Podcast, and our current show features paid sponsorships which may be featured at the start, middle, and/or the end of the episode. These sponsorships are for informational purposes only and are not a solicitation to use any product or service. Delphi’s transparency page can be viewed here. 

In this conversation I talk to Luke Constable about the complicated tapestry of finance, funding projects, incentives, organizational and legal structures, social technologies, and more. Luke is the founder of the hedge fund Lembas Capital and publishes a widely-read newsletter full of fascinating deep dives. He’s also trained as a lawyer and historian so he looks at the world with a fairly unique set of lenses. Disclaimer: nothing Luke says is an offer to buy or sell a security or to make an investment Links Luke on Twitter Lembas Capital Theory of Investment Value (John Burr Williams) 1,000 True Fans (Kevin Kelly) Quantum Country Patreon Lembas Capital’s Open Questions The Empire of Value (André Orléan) Who Gets What and Why (Alvin Roth) The Mystery of Capital (Hernando de Soto) I, Pencil (Leonard Read) The Crime of Reason (Robert Laughlin) Andrew Lo’s papers Transcript 0:01:05 BR: So if technology creates a lot of wealth, why does it feel like most people in finance are hesitant to invest in technology?   0:01:19 Luke Constable: So that's an interesting place to start. I think you have to understand, no one invests in technology. If you think about investors, investors invest in businesses that use technology, and so that's probably the first frame I would use. Investors aren't hesitant to invest in technology, investors never invest in technology. What investors do is they invest in these products that are going to generate cash flow streams, and so that's sort of the first thing. And then the second thing is, a lot of the technologies that you and I think about, they seem obvious at a macro scale, where you take a high level view and you say, "Well, it would be so much better if we had a blank sheet of paper," and I said, "We should do X."   0:02:10 LC: For instance, you could make an argument about housing technology in San Francisco, and you could say, “All of these houses built in SF, they're old Victorians, they don't really have washing machines and laundry machines, you could probably change the structural engineering, probably build them higher”. And if you look at them and said, "Oh, I have a better prefab housing technology," or "I have a better way to do it," you'd miss the point, which is just because you've invented the physics, and this is the other thing, you actually have to sell it into a market. You have to work within the market, and so that's usually where I see a lot of the interesting technical products fall down.   0:02:53 BR: So the thing that I want to poke at in the assertion that people invest in businesses is that people invest in things that are not businesses as well, people invest in gold, in currencies and other, I guess, assets would be the high level thing, and so I guess the question is why isn't technology itself an asset, and there's probably a very obvious answer to this, I just...   0:03:25 LC: Sure, so let's take a step back and talk about the various asset classes, there's sort of a couple of ways to break them down.   0:03:32 BR: Okay.   0:03:33 LC: One way people do this is they'll say there are real assets, these are things like real estate, some people put commodities in there, and then there are sort of these yield assets, these are debt that is putting out a cash flow stream, and then you have equities, and there's some argument that cryptocurrency is sort of its own asset class, and then currencies might be their own asset class too. And what you'll quickly find is these things kind of blend together. A lot of them are different ways of financing sort of the same project. And then you have the ones that are just traded for their own sake. So there's sort of two questions you're asking, the first is, why isn't "technology" the same as like gold or silver or real estate, for instance? And so there's a use value to all of those commodities, and that's why they have value, and that actually is a cash flow stream, we actually do use gold, we do use silver, and that's how that works.   0:04:43 LC: But if you think about what's valuable, there's sort of something that's value... And I should have started with this. When you think about what value is, there's value in exchange and then there's value in use. So the value in exchange ones, these are often, you could argue, cryptocurrency or a lot of currencies, gold is actually usually thought of as a medium of exchange, that actually is valuable for cash flow purposes just probably not in the ways that you think. So what happens with these currencies and these stores of value is they sort of become Schelling points where I just know there are enough people transacting in that thing that I can find the liquidity, I can actually go convert to cash, and I can go basically get that cash when I need it. That actually is a cash flow need. It's just not often thought of that way.   0:05:40 LC: Now, liquidity is really valuable because you might be invested in the best business of all time, and it might have a very, very, very high net present value and be doing a lot of good for the world. But if you take a step back and say, "Wait a second, I have to pay off student loans," or "I have to pay off my mortgage," or "I just want some cash to go on vacation" or whatever you want to do with it, you look at this and say, "Gosh, I do need some liquidity," and that's what those other sort of trading assets are for.   0:06:10 BR: So basically, technology contributes to the use value of an equity asset, is that the right way to think about it?   0:06:22 LC: I don't think of technology that separate from... It's sort of so baked into the environment that it's just difficult to disentangle. Technology, lazily put, is just ways of doing things hopefully more efficiently than we're already doing them. And so if you think about why certain assets become tradable, either they're creating these cash flow streams, or there is some value in exchange. I mean, the way that I often frame investing for the people who I invest for is there's sort of two sets of flows that determine an asset's price. There is underlying asset's cash flows and then there are the capital flows of all the investors. So you have sellers for some reason, maybe they have liquidity needs, maybe they can't hold an asset for a regulatory reason or a legal reason, and then you have buyers who come in, because they're interested in that asset, and it could be because they think it's an interesting thing to invest in, it could be because the regulators told them that they have to buy it, it could be... You laugh, but this is actually...   0:07:32 BR: What sort of things do regulators mandate that people buy?   0:07:37 LC: Sure, so if you go look at banks and sovereign debt, well, actually banks and all debt. So you have the bank regulators set risk weightings on various types of debt, which is sort of a nice way of saying, there are all of these different cash flow streams, and the regulators are saying to you that certain cash flow streams are riskier or less risky. And shockingly, they often argue that their sovereign debt is less risky than some other cash flow streams.   0:08:13 BR: I'm shocked.   0:08:14 LC: In practice, that may or may not be true. It's a weird thing to think about, but, in some cases, a multi-national corporation might actually be a better credit than a country. But that's not how these things work, and so what happens is a bank regulator will sometimes go to a bank and say, "The risk weighting on the sovereign debt is far lower than the risk weighting on this corporate debt,” which effectively is pushing the bank to go buy a certain type of debt, which then goes and funds all of those projects. So then coming back to all of this, if you think about investing in sort of these two sets of flows, like that underlying asset's cash flows and then the capital flows of all the investors, you basically, in practical terms, want to think about markets in terms of what's driving someone's action.   0:09:05 LC: And when you think about that, that's when market prices start to make sense. They won't make sense to you if you think that you're just going to sit down and solve an analytical equation where you just sort of put in a few inputs, you make a few estimates and then the price gets spit out. It's much more of a socially constructed thing.   0:09:25 BR: And going back to your point about liquidity, it feels like there's this... I don't know how to describe it, like sort of a weird effect where it feels like there's a consensus that investing in... I won't say technology, I'll say investing in a business that is proposing to build a technology with a very long-term time scale, there's consensus that that will eventually create something... Will eventually create a lot of value, but then at the same time, because of these liquidity constraints, very few people are doing that, and that's the argument for why people are not making those investments, but it seems like that would be a point where you could arbitrage. It seems like there should be some people who are willing to not get cash flow for a couple of decades, and they would be able to reap the rewards of making these sorts of investments, but you don't see that, so I assume that those people are smarter than I am. And so the question is, why don't you see people doing that?   0:10:50 LC: So you actually do see people doing this literally all the time, but it's not for the sexy technology concepts that you are thinking of. So go look into the public markets right now. You'll see a handful of software businesses that are trading at very high multiples to sales. So the idea is that you sort of have this trade-off: you could get free cash flow after taxes right now, or effectively more free cash flow down the line from some company that's growing quickly, and so what you do is you pay some price based on that free cash flow multiple. What happens when the free cash flow is really, really far down the line, we don't even use the free cash flow number, we actually just use the sales number. And sales is obviously much higher than just free cash flow, 'cause free cash flow is after all of your expenses and taxes. So when you go look, and you see some company that's trading at 15 or 20 or 25 times sales, the stock market is betting on that business being around and generating free cash flow over a 25 or 30-year period. That's the only way that math works. In practice, the reason the stock gets priced that way has something to do with those cash flows and also a lot to do with the capital flow landscape, but that is what's happening.   0:12:15 LC: These companies are getting funded on a 30-year time scale, and so the right question shouldn't be, "Why aren't good projects getting funded?" They actually are. The right question is, "Why aren't other good projects getting funded?" And so I think it comes down to... I think it comes down to what is legible to institutional finance, and so you might look out into the world and say, "There are trillions of dollars of capital... " I mean, there's just oceans of money out there, and it seems like someone could raise billions of dollar to go trade a building with someone else or something else that seems like it isn't actually moving the world forward and this sort of simplistic take. But why can't we take that billion dollars and put it towards some technology, something that might be obvious in your opinion toward moving the world forward?   0:13:15 LC: So the first thing is you have to understand what matters is, in practice, even though it looks like there are trillions of dollars of capital out there, risk-adjusted or uncertainty-adjusted, there's actually very little capital available. And the right way to think about it is to say, what type of product are the capital allocators buying? And so this isn't, again, a place where we have an analytical equation and you just pop your numbers into the equation and you say, "Well, the return to society would be X percent higher if we invested in this type of technology that will have a payoff in 25 years." The right way to look at it is to have empathy with the person who is in this capital allocator's seat, in this investor's seat...   0:14:08 BR: I.e you.   0:14:08 LC: Well, me or anyone else. But again, I'm not trying to paint myself upfront, there's the intellectual side of capital allocation, and then there's the reality that a lot of people are using an element of gambling in this. But it's to understand what they're buying. And so the reason people are comfortable investing in that real estate or investing in an enterprise software company is someone has come up with a set of metrics that has convinced the market that those cash flow streams are durable, that they will exist and be predictable 20 or 30 years out. And so what you've done is you've created this yield product, and what you've really done is you've created a sense of certainty. And I think what people don't like is uncertainty, they really want to essentially have something that they don't have to do too much intellectual work to understand and that they feel like they can trust. And so the problem is actually sort of one of search costs.   0:15:20 BR: A really dumb question is, What does it mean for something to be risk or uncertainty adjusted? Because you said that there's trillions of dollars out there, but there's actually not that much when they're risk or uncertainty adjusted, and is that basically just say that capital allocators don't have the incentive to spend most of that money on anything that they perceive to be risky or uncertain?   0:15:50 LC: Not exactly.   0:15:51 BR: Okay.   0:15:52 LC: It's two things. So first, in terms of how most people think about risk, so the way that you might think about this before you start really looking at it is you'd think, Well, we're just trying to sort of predict the future, the future is relatively predictable, and we can make some educated guesses about probabilistically what is going to happen, and then we can sort of model out those payoffs, those defaults, and sort of go from there. And so sort of the canonical text in finance for equity evaluation is called The Theory of Investment Value, and it's written by a guy named John Burr Williams. I can send you links after this. It's written by a guy named John Burr Williams after the Great Depression, and he was basically trying to sort of scientifically estimate the value of all free cash flows. You may have heard of this concept of discounted free cash flows?   0:16:48 BR: Yeah.   0:16:48 LC: He's arguably the person who invented it or at least codified it. In practice, though, you quickly find it is unbelievably difficult to figure out and to actually estimate the cash flows of something, even four, five or six years out. The world just changes really quickly, competitive positions tend to change really quickly, and so you actually could come up with this range of outcomes, but they become somewhat uncertain. So you take that as sort of the investing reality, and now let's look at sort of the funding reality. A lot of the people who fund investment funds or who are making investments, they have cash flow needs. They have sort of real cash flow needs, and then they have sort of intellectually forced cash flow needs. The real cash flow needs are, look, we have to fund our endowment, we pay X percent out per year so that the college can function, so that the hospital can function.   0:17:53 LC: And then the intellectual cash flow needs are, look, here are the risk models that we use, and when we see the prices of our investments fall 8%, we consider that as fundamental information that our investments aren't performing well, and so we need to sell out. And so they actually don't just need cash flow to look good, they need the pricing information in the market to look good. So we're talking about arbitrages. This is probably one of the biggest arbitrages that exists in the market, but it's unbelievably difficult to capture. So let me give you an example, imagine that you had a row of 10 houses in a neighborhood and they were all... Let's just say for these purposes, valued at $100. So let's say one of the neighbors, they are in a rush and they need to sell their house because they got a good job offer somewhere else, so she sells her house for $97 because she'll just get whatever she can get. And then another neighbor gets a similar job offer, and she sells her house for $95, and suddenly some other neighbor along the street looks around and says, "Oh no, prices are falling on our houses, everything else is getting sold off, we need to sell." And so they might sell just because they're scared, because they think there's sort of fundamental information in those transactions, in saying, "Okay, the market price has fallen."   0:19:22 LC: So you've seen the marked prices fall from a $100 down to $95. The problem is the market shows the prices of transactions, they don't necessarily tell you the fundamental value behind those transactions. So as a result, you being a portfolio manager, say you're invested in houses, you might have a view and say, I think that those houses that sold off, those were forced sellers. That doesn't mean that the price of the assets have actually fallen, these prices will come back up. Someone else might say, "No, no, that's pretty arrogant of you. The market has spoken and job opportunities have changed and people are going to leave the neighborhood." Now, it's really difficult to capture that sort of arbitrage, and arbitrage isn't even the right word, but capture that valuation spread, because it actually comes effectively down to who is right, and that ends up being a grounded matter of opinion, but effectively a matter of opinion.   0:20:32 LC: You can do a lot of diligence, and then you can maybe figure out if you're generally more right or generally more wrong. Ideally, if you get really, really good at sourcing information on the asset cost that you're investing in, and then you go around looking for these situations where the market has sold them off, but you recognize that they're sort of incorrect in doing it. But for the big portfolio managers, again, there's an information search cost. Every single time one of their fund managers underperforms, fund manager is of course, going to come back and say, "No, no, it's temporary. We're right, the strategy will come back. Don't pull your money."   0:21:12 LC: And so the difficult thing for the allocators to funds is they sort of have to diligence the fund managers who are then diligencing the investments. And so you can see that as you sort of go down this line of information being passed from person to person, the search costs just rise. Whatt it really comes down to is basically trust, where the investor is investing in a company or in some operator, and then the allocator is investing with the investment fund. And all along those links in the chain, it's so expensive from an information perspective to figure out who's being honest and who isn't. That trust is actually the fastest way to figure out what is a good investment and what isn't.   0:22:06 BR: Yeah. Correct me if I'm wrong, but then I sort of extrapolate that to the thought that it's actually very hard to build up trust in someone who's proposing to make, say, a 25-year bet, because you would need 25 years to build that trust, right?   0:22:31 LC: Sure, and this is actually the problem. And so if you look at it, most fund cycles for the investment funds themselves, they typically have about a three-year window to prove themselves. So if they can't show marked prices rising within two to three years, or they can't show cash flows coming out in those two to three years, it's in practice really difficult for that fund manager to go raise more money from an allocator. The best allocators, they really get it. But in practice, most people are sort of looking at each other trying to understand what we all think is valuable and what we don't, and people are actually pretty good at it. But if you're not seeing results within three years, it's difficult to go raise the next VC fund, the next private equity fund, or just to raise more money for whatever your next fund vehicle is. And so what happens in practice is, people don't go spend their time investing in projects that are going to take a really, really long time and won't get marked. So what that means is, for an entrepreneur or for someone who's trying to get funding for something, getting that asset mark is unbelievably important because that's what lets the great investors go invest in you.   0:24:00 LC: So it's really important that for the VC company to get that Series B or the Series C or the Series D done. That single mark in time is hugely important because everyone can sort of concentrate on that, take it as a market price, even if it's not a perfect market price, and then write that in their books, measure it, sort of trust it to some degree, and everyone can sort of coordinate around that because you have a market clearing price there. And so if you think about it, just on the equity side of it, every founder's equity actually is a product in and of itself. I always find this interesting because I think most people don't think of it this way.   0:24:42 BR: I don't.   0:24:45 LC: But when you start a company, you're actually... You're selling two products. The first is sort of your individual product. This is the thing that you think you're starting. And the second is your company itself. And so your company can turn into a product where you sell your debt or you sell your equity or you sell some other sort of financing scheme, but that's a product, too. And the way that product is priced is, in the private markets, you have one-off auctions where you sort of game the options as much as you can to get the highest price. This is where everyone in their C, Series A, B, C... Well, not so much in C, but in A, B, C, you basically create auctions where you try to get all of the partner meetings on Monday morning to be talking about you, put all of your meetings into a week, and then you get everyone to bid all at the same time, and then you maybe don't go to the highest bidder, but you go with some mix of the highest bidder plus the people that you want to work with.   0:25:35 LC: Then the public markets are actually a totally different mechanism, it's a different distribution method where it's a continuous auction, where there's bids and asks continuous in time, at all times. And so you can't actually create these small little one-off auctions where you can rig the price up because the bids and asks, they just keep coming. But the benefit is, if you know how to... If you do well in that channel, you then have a lot of liquidity and you can usually get a higher price and arguably more capital. It's not actually even clear that you need to do that, but that's sort of the argument. And so I think if you start thinking about it that way, you can start to recognize, "Alright, that's why some projects are getting funded and some aren't." It's because the projects that are getting funded, they are products that work well in that market, and they are actually products, it's not just a throwaway phrase.   0:26:37 LC: I was chatting with someone about this earlier. I think it's probably good to take the emotion out of whatever project you're working on and think about this for unemotional things. So one of my friends is trying to get a research project funded, sort of like an arts VR research project funded. And we're talking about this and she's like, "Oh, now I get it. I should think about this like soap." So imagine you are a soap manufacturer, and you have made the best soap in the world. You think it's better than any other soap. You wouldn't expect to sell that just because you've created it. You'd think, "Okay, how am I going to get it out there? Am I going to get it on to Amazon? Am I going to start a store on Shopify? Am I going to go to the people at Costco or Walmart and cut a deal with them so it's distributed?” Because I might have the best soap in the world, but some mediocre soap that gets into the Costco channel and then works with those constraints, they are going sell more than I am. That product is going to do better. And if you care about people using your product and you're sort of not just cash flow-driven, but you actually care about the impact, you really, really need to think about that distribution channel and how you're going to get it out there.   0:27:50 LC: What you quickly find is that often the constraints that people place on their products, it's not that they don't realize they're making their products worse, it's that they want those products to get distributed and they think the tradeoffs are worth it. And so the really interesting new products, they recognize that, "Oh, there's some constraint or there's some tradeoff that a lot of other people made with their existing product lines, and I don't have to do that," because the way you distribute it has changed, or some assumption that they've made, they actually don't have to make that tradeoff. And I use something like soap because it's boring and unemotional to at least most of us, but it's almost definitely true with research funding. And so you and I talk about this a lot, but I mean, if I were trying to go raise money for research, it would depend what I was trying to do, but I think there are probably new distribution channels out there, so I mentioned with small scale... Sorry, you were saying?   0:28:50 BR: Oh, there's just three different directions that are really exciting to go with this.   0:28:56 LC: Oh, please.   0:29:00 BR: Yeah, so I think what I'm going do is I'm going to lay... Actually, I will lay out the places that I think are all tied into this that are all really interesting, and you let me know how you want to weave through them. So one is actually this... So both this point about a project as a product is a little bit mindblowing, and I think that it's tied to an earlier point that you made that I wanted to dig into about what it means to be legible to institutions. And if I am understanding correctly, the marking of valuations is one of the ways in which... At least, in the startup world, venture capitalists make themselves, their firm, as a product legible to other institutions. And so Shopify comes along, and you can now distribute your soap through an online store that you never could. What would be the project funding equivalence of that new distribution channel?   0:30:17 LC: So I absolutely don't think that this is that new, but it seems to have come somewhat in vogue, and I think it's just patronage. And so if I were trying to go do research where I was trying to make, say, call it $100,000 a year or something along those lines, basically enough that you could live a really good life, afford rent in any city and sort of have basically time to yourself, I think the obvious way to do it is to try to build an online following. And this is not a new idea. Kevin Kelly wrote that old essay, I think it was 1000 True Fans, where he said, “Look, at 1000 True Fans paying you $10 a month, that's enough.” I think a mutual friend, Andy Matuschak, who has Quantum Country has done a great job with his Patreon. I think it would be really, really, really difficult to do this. But I would think a lot about what really causes someone to say, "I'll pay $5 a month to go read this newsletter, or to go basically fund some research I find interesting." And this distribution mechanism didn't really exist before, and so I actually think in some ways, we're still pretty early on. And all I would do is think, "Alright, I need to get 2000 people to sign up all over the world." The Internet rewards niche behavior, and so how do I get into the community of these people find it just sort of interesting, and this is sort of entertaining to them, and I would think a lot about how I could create something around there.   0:32:01 LC: For the larger amounts, I would actually do the opposite. So for the larger amounts, I would go become friends with everyone in the funding world. So they have incentives too. And what you'd want to think through is normally... I guess I'll put it this way, and I was chatting with my friend about this. Normally, the way that the great researchers I know think, they're almost... They're quite dogmatic, to be honest. They say, "Okay, my project is the best project. This really will advance the field." But in practice, what might make it easier to sell the project is to understand what gets the person funding the project promoted? What makes the funder feel good?   0:32:40 LC: What will get to that next level of funding for the person above them too? And then if you're able to map that out, you can represent it in a way that basically works for everyone. And she was actually pushing back on me and saying, "Look, I don't want to lie. I don't want to represent my project that way. That seems sort of fake or it seems like a veneer." But the truth is, is that the project that she has in her head only exists in her head and doesn't exist in anyone else's head that way. And if she doesn't communicate it in a way that actually makes sense to them, then it's not going to get anywhere.   0:33:21 LC: So I think the really frustrating thing to come out of this is that basically everyone's in sales in some way, shape or form, and I think a lot of people don't want to be in sales or think that it is a sort of a difficult thing to go do. And so as a result, they just sort of shy away from it. And so this is, again, why I think the distribution analogies really, really can work well, because it sort of takes the emotional weight out of it. And then if you look at this and say, "Oh, this isn't the best grant maker in the world, this is just Costco, and I'm just trying to get into the new line," I think it can feel a lot less heavy. And you can maybe treat it, and maybe the field might open up to you a little bit more.   0:34:05 BR: Okay. I guess, the tension I see there is building up trust with the people who are the capital allocators, almost feels like the opposite of figuring out a different way of making yourself legible to an institution. Institutions are obviously made up of people, so these aren't two separate things. But I think that there's something to the fact that you need trust when you're doing something that is not institutionally legible. So it's like you don't actually have trust with a lot of the companies that are publicly traded that you invest in, but they are... They've packaged themselves in a way that is sort of institutionally legible if that's... And I think this might actually be a good point to really... What do you mean by something being institutionally legible? What does that mean?   0:35:20 LC: It's a vague handwavy way of saying you just need to be recognizable to the people who are buying your product, and you just have to understand, in practice, how those relationships work. And once you understand the practicalities of whatever market you're working in, then you'll be able to understand how to craft a product for the people who actually want it. And, again, I think the difficult thing here, this is not intellectually that challenging, it's much more of an ego thing where we have to put aside what we think are the best products that everyone should be buying or what everyone should be doing. So if you think about it, since we're talking very abstractly here, what capitalism really rewards is, and actually this is true of all non-violent selection, it rewards behavior change. And so what we're really saying is how do you get someone to sort of change that behavior. And when you think about it that way, what's legible in your head, if someone else hasn't learned all the same things you have, they're going to end up using some sort of abstraction, some sort of shortcut.   0:36:41 LC: And that's sort of what I mean by saying intellectually... Or sorry, institutionally legible, is you understand the abstractions they use, you understand basically the mental models they're using to try to understand what's going on, and then you are able to fit your product into that. So I can give you a couple of examples and findings that are...   0:37:02 BR: Yeah, please.   0:37:04 LC: So I don't know how deep into accounting you are, but there is a metric that's really commonly used called EBITDA. And effectively, it is a free cash flow proxy metric. And it was invented by some people in the cable industry who wanted to raise a lot of money to go roll out cable systems all across the US. And they wanted to be able to quickly raise debt to go buy these sort of small cable operators and then put them all together. And with this metric that they invented, all of these other investors suddenly had a Schelling point. Suddenly, all of these investors had a new unit of measurement to look at this type of business. And because they accepted it, they were willing to go fund those purchases. Suddenly, a whole wave of those purchases were done, and basically a whole wave of these projects were financed because someone figured out a way to make that institutionally legible.   0:38:11 LC: And a similar thing has happened in the last 10 or 15 years with what we call enterprise SaaS companies, where we now have a new set of metrics that weren't really in use 20 years ago. These are metrics, I'm not sure if you're familiar with them, these are metrics like...   0:38:26 BR: The CAC.   0:38:27 LC: Gross churn... CAC, gross churn, net dollar retention. And if I went to someone today and I said, "Oh, I'm investing in a business that has an average customer life time of six years, an LTV to CAC of 4:1, it has 98% gross retention and 127% net dollar retention, and I think those numbers are going to persist for the next four or five years, that is something that I almost wouldn't even have to explain what the product is. If something met those metrics and truly met those metrics, it's a company that would get a huge valuation in today's markets. And it's again, it's because it's now institutionally legible. Someone has basically convinced the world of that. So then the question should probably be, why do these things get institutionally legible? And what I find is that, we're actually re-using the same math over and over again and finding new situations where we didn't realize that math applied. And so usually what's happening is, we're finding relationships that are really durable, that are really, really, really resilient.   0:39:40 LC: So I have this little questions page on my website, and the first one is, "What is the next durable customer relationship that we haven't really seen yet?" So what happens is, once the market recognizes that there is a durable customer relationship, and you can build that into our models. These models actually should come from how we model these bonds that last 20 or 30 years. If you can fit the customer relationship into that model, suddenly, all of the bond investors and sort of the bond valuation metrics that we used as proxies, they drift into the financing world. And people say, "Oh, this is also a durable relationship, so we should go fund it." And coming back to your first question to say, how do some of these huge technology projects get off the ground, it's because someone has convinced a set of investors somewhere that there is this long durable, and that's important, resilient set of cash flow streams 20 or 25 years out, and then we discount that forward, so that's how that works.   0:40:45 BR: Oh, man. Okay, so to riff on that and to go back to your analogy to products and distribution channels, what basically... You could almost think of it as someone coming in being really good at sales and arguably like marketing, and basically changing taste and creating a new product category where people didn't know they wanted gluten-free things, and then they go and they create that new marketing category, and now customer tastes change, would that be...   0:41:29 LC: And it's funny you use the word taste, that is... It's both fundamental reality of, Oh, in a true Bayesian universal sense where we're updating our priors correctly, imagine we had all knowledge, that does matter. But then taste does matter too, that's exactly right. There's another book I'd recommend called "The Empire of Value" by a guy named Andre Orlean, who is this really interesting French economist. And so in this book, he makes this argument that prices are completely socially constructed, and it's like you're saying, it's taste. As a side note, it's totally unclear to me why all of the people who are coming up with the socially constructed value theories are all these French people. It makes one wonder what's in the water in Paris. But similar is to say, actually, I think, and everyone else thinks, and we're all sort of self-referentially thinking, therefore, the thing exists, the price exists, the value exists.   0:42:32 BR: Yeah, yeah, that makes sense.   0:42:33 LC: It exists as this organizing principle, which everyone else then cites as a real reference and then it takes on a momentum of its own.   0:42:44 BR: And what... And so, I guess, do institutional structures like C-corps and LLCs, do those relate to institutional legibility? In my head, they do, but I might be going a step too far.   0:43:04 LC: Yes, they do, but I want to backtrack in terms of what you're saying.   0:43:12 BR: Yeah, do it.   0:43:14 LC: So what they do is they basically... The legal structure sets the landscape for markets. I should completely confess my own bias here. I am massively, massively pro-markets. I think virtually, no other social mechanism that we know of has raised so many people out of poverty. But as much as I love markets, I recognize that it's not sort of this shallow teenager's love of markets where I overdosed on Ayn Rand. It's more of on the lines of...   0:43:45 BR: Be nice to the little libertarians.   0:43:49 LC: No, I was once one when I was 14 too, I get it. And I think the problem is, you have to understand markets are these amazing and emergent phenomena that pop up basically naturally everywhere, people trade with each other. But efficiently functioning markets are actually very, very expensive public goods to maintain. And that means that you're depending on the bias of all the regulators to try to make the best guess as they can to create and maintain these liquid markets to make sure that people are transacting fairly. To give you another book recommendation, there is an economist named Alvin Roth, who wrote a book called "Who Gets What and Why," and a lot of his students went on to go work at Uber and Airbnb to sort of create these marketplaces. And if you look at it, they're actually quite intentional about how they're sort of creating the markets. So now, let's take one step further back and say, “Alright, all of the countries are creating markets themselves, too, and they're creating the balance of these markets.”   0:44:54 LC: So as you know, I'm a lawyer and was a history major and sort of loved looking into this stuff. I would argue that one of the least appreciated social technologies of the last few centuries is the concept of limited liability. And so it used to be, before we had easy access to creating limited liability organizations, if you started a business and it went bankrupt, you personally went bankrupt. Maybe you were thrown in jail, maybe your family went bankrupt, and so you couldn't go that far out onto the risk curve. And so, socially, if you were thinking about this sort of like an agent-based modeling perspective, if you could basically increase the variance of what agents could do, if you could basically socialize some of the risk, then you let people take a little bit more risk. Maybe it doesn't work out as well for a few people, but socially, you get to that higher hill in the hill-climbing analogy. And so you're asking about how C corps work and LLCs work. Do you want me to just run through the history really quickly?   0:46:01 BR: Well, I guess more what I'm poking at is just talking about how, at the end of the day, these aren't laws of nature, the structure of organizations and...   0:46:14 LC: Not at all. So why do we have Delaware C corps? Coming back to limited liability, in the late 1800s, New Jersey created a charter that let anyone go get a corporation. And then after that, later in the 1800s, New Jersey passed a set of laws that are colloquially known as the “Seven Sisters,” And these were these terrible laws in the view of all the businesses who were registered there, so they were looking for other places to register. Delaware saw this as an opportunity, so around 1900, Delaware lowers their taxes, lowers their registration fees, and they bring a lot of corporate registrations in. And then they set up their court systems so that they specialized in registrations, at which point Delaware becomes the de facto place. You get a runaway phenomenon, then all of the good corporate lawyers want to go practice in Delaware or they want to be corporate judges in Delaware, and all of the interesting cases go to Delaware. And it's literally gotten to the point where everyone in the US references Delaware corporate law, and non-US companies will create charters saying they'll defer to Delaware corporate law, and countries who are still forming their legal systems will effectively copy and paste a lot of Delaware corporate law. And so coming back to your point, it's not a law of nature. These are people doing the best they can to optimize the landscape, and that's how it works.   0:47:47 BR: And so my thought would be that that does relate to institutional legibility, because if I went to someone and said, "I'm using a B corp structure," they'd be like, "What the heck is that? I'm not touching that with a 10-foot pole." But if I say that I am using a Delaware C corp, then that is a legible abstraction, so I guess that would be my argument for why institutional structures matter.   0:48:24 LC: They do, and I think what it comes down to is you have all these degrees of freedom when you're starting any organization or any project, and you just want to think about where you want to innovate and where you don't want to innovate. So you look at US business organizations, I should say this, since I'm a barred attorney, this is not legal advice. There are basically four options. You default into being a partnership where you actually have unlimited liability. You can be a limited liability company, which is done state-by state. You could be an S corp, which is a tax status of LLCs, or you can be a C corp, which is the one that you're talking about.   0:49:03 LC: And what you go see when you run through all of these things is, well, there might be a better way to do this, but for the company that I'm starting or the project I'm starting... So the fund that I run, we have a Delaware LLC. I could argue to you that there are things we could do that would actually be better for the investors and better for the whole strategy, but you then look at this and say, "Hmm, it's just not worth the marginal effort given the payoff of actually trying to overcome that sort of legibility hurdle." And so I think what ends up happening is you end up getting these innovations around the edges where someone says, "Okay, here is one use case that's a little bit better, and we'll keep everything else the same except for that," and then the new standard arises. I don't think it ends up being worth saying, "I want to create a new legal structure and a new product and do physics research all at the same time," just because there's not enough time in the day.   0:50:11 BR: Yeah, I guess it just... It makes me wonder, because it feels like these legal structures do impose certain constraints, it just makes me wonder out in the landscape on a completely different optimization mountain what other constraints could be imaginable.   0:50:40 LC: So probably the most difficult cost to measure out there is opportunity cost, because it's so difficult to say, what could things be if we organized everything differently? And one hopes that when you have 50 states, that's how federalism works in the US, one hopes you get people experimenting with regulation, and you can get maybe a new project started off the ground somewhere else, if not in the state that you live in, and then of course, with more countries, you can maybe go overseas and do it too. And it's interesting, you brought up Spotify a little bit earlier, it's unclear to me that Spotify could have gotten started in the United States, given the state of music laws at the time. But then what happens is all of these European customers start using the product, and that has an institutional legibility of itself, and people say, "Oh, okay, I can see it's working in that country, it will probably work here," and I wasn't involved in the record label negotiations, but I assume that's basically what they were looking at. And then you look and say, "Oh, okay, then the laws can change."   0:51:52 LC: The other thing that I just want to point out is that when a law is set, that's a much more fluid thing than I think most people realize who haven't spent a lot of time looking at this. So in practice, a lot of times, there are sort of these gray areas of the law, and I'm not saying people should go break the law. But there's a gray area of the law where the products that you're working with don't really fit into the regulation, or customer demand is just so massive that the regulators will actually change their mind once they see that demand. Now how far you want to push that boundary is really up to you. There are arguments that Uber or Airbnb were illegal when they were first started. There are arguments that they're illegal right now. I don't think so, and I think they did the right thing, and I think the world's a better place for giving everyone the options. But it’s also really, really important to realize is there are these constraints, but the constraints, when you read a law, it's not a law of physics. And the other thing that you have to understand is laws are executed by regulators, so understanding why they are enforced or what they actually want to enforce is also really, really important.   0:53:09 BR: Yeah, and do you think there's... So to your point about there being different regulations in different places, do you think that it's then problematic that you see so much copying of Delaware law and sort of copy-pasting that around the world? 'Cause wouldn't that then sort of make everything... Wouldn't that be a very strong attractor?   0:53:37 LC: I think what ends up happening is it's a good enough baseline. So I can't remember what the book is called right now, but there is another famous economist named Hernando de Soto who wrote about just the importance of property rights and how if you are able to sort of import the property rights regimes from the US into a lot of different countries that don't have them right now, it would be a huge driver [0:54:00] ____.   0:54:00 BR: It wouldn't necessarily work.   0:54:01 LC: And so I don't think we live in a world where we figured everything out so perfectly that all we need to do are these sort of minor experiments. I think we live in a pretty uneven world where if we just had relatively good legal functioning across the world, not just in terms of the laws that are written down, but sort of culturally how they're practiced, we could make life a lot better off for a lot of people. So it does make a lot of sense to me that if you and I were trying to start up a corporate law and corporate practice in some small country somewhere that was just starting to figure it out, or just decided they really wanted to change their system, I think we would go look at best practices. I think that's normal. It's unclear to me though that we are actually doing enough experimentation on the regulatory side, it's just really, really hard to say how much because it's just sort of this abstract opportunity cost question.   0:55:03 BR: Yeah, it's... And I guess these are sort of the same thing where I think of it as it's very hard to talk about counterfactuals, and actually, to riff off of the point about opportunity costs, my impression about... Of one of the reasons that large long-term projects don't get funded is because the opportunity cost is so high in that if I see that the stock market is increasing at a... It's like the number in my head is 5% of... I think of stock market 5%, I'm not... Is that roughly...   0:55:47 LC: I think nominally, the numbers, depending on the timeframe you look at, are along the range of 8%-10%.   0:55:56 BR: Oh, wow, okay.   0:55:57 LC: But there are actually a lot of people who right now think that 5% is what you're going to see for the next 10 years.   0:56:03 BR: Okay, well, let's...   0:56:05 LC: Anyway, doesn't really matter. Let's say 5%.   0:56:06 BR: Yeah, exactly. So in order to make the argument for something like the opportunity cost of investing in an illiquid thing is the compounding returns that you would get from 5% growth in the stock market, plus the amount that... Like the liquidity that you're giving up, which is, as you pointed out, a really big deal. And so it's... And then put uncertainty on top of that, so it's not even a guaranteed in the future compounding... Like you need to be... So it just... It seems like it's a fairly straightforward... It's actually a very, very large opportunity cost to propose an alternative investment to just the stock market.   0:57:07 LC: So I think it is and it isn't. First of all, I think you framed all of that correctly, that everything is subject to an opportunity cost. And so, of course, when I'm looking at whatever investments I'm making, and you are too, or deciding where to spend your time, you're going to look at your other alternatives and then choose. I don't think that necessarily should mean that it's impossible to go find a project worth working on. I think what it means is you just need to really, really understand what you're building. So that you understand why it's really valuable, and you have to go after sort of basically big projects or you have to have really, really fast experimentation, so you can just try out a lot of things and say, "Okay, maybe the opportunity cost is high over five to seven or eight years or 10 years, but I am going to try 2,000 different types of Shopify stores programmatically, I'm going to figure out which ones work, and then I'll have the revenue stream that I want once I've tested out and pulled out to the best 25, and then go on from there."   0:58:16 LC: So I do think that that it's definitely doable, you just have to recognize the opportunity cost. But you're right, there is an opportunity cost. I just think you shouldn't sell yourself short. I think implicit in what you're saying is that the world is relatively efficient, and because the world's relatively efficient, how on earth could I earn more than 5%? But I have to say, I look around everywhere and see a lot of products that, they were built on the constraints of the past distribution channels, they were built on the constraints of the past production approaches, or they were built on social relationships that have broken for whatever reason.   0:59:04 LC: So you look at this and say, huh, I think there's probably a better way to do it. And if I'm right, and if I really, really focus on figuring out what's wrong and how we can do this better, you're going to find that the returns you earn are massively more than the stock market. I just think you have to be really focused and intentional in how you're doing it, and I think you have to spend a lot of time understanding the people behind the process. If you ever... I'm trying to think. Have you ever read that essay "I, Pencil" by Leonard Read? There's this idea that if you look at any sort of product in front of you, so you look at a pencil, an uncountable number of relationships went into building that product. So for the pencil, someone had to chop the wood, someone had to mine the metal, someone had to refine it, someone had to put it all together, someone had to paint it, someone had to build the eraser, and someone had to invent all of that and patent all of that, and start all of those companies and then figure out how to market it, and then figure out how that distribution channel worked, and then figure out how consumer tastes were changing, and just look through all of that.   1:00:11 LC: There are so many relationships there, and if you think about it, there's just... There's no... It's extremely unlikely that we've reached the global maximum for almost any product, because you only need one of those relationships not to have been done perfectly, not to have been optimized, to have an opportunity to do things better. And then you look at the constraints that they used to have 80 years ago versus what we have now... Software has changed so much in the last 15 or 20 years, the Internet has changed the world a lot in the last 20 to 30 years. You look at this and say, there probably are better ways to organize these things or to sort of optimize things. And I think that's true... I'm looking around my apartment now, when you look at, I don't know, a glass, or you look at a countertop, or you look at any art or any hardware, I actually think this is true for almost the most mundane object in your life.  And actually I find... Once you start getting into the details of all of these mundane objects, it's not mundane, it's totally...   1:01:19 BR: My concern is actually the opposite, where I think that there are tons and tons of dollar bills on the ground, but the payoff you need to convince someone of becomes inordinately larger, the better the stock market is doing, it feels like, because of the opportunity cost.   1:01:45 LC: So yes and no. If you look, for reasons that are separate from this conversation, at demographics and the way that capital is structured, interest rates are low and look like they're going to stay low for a while, which means the required return for a project is going to keep falling. So yes, when the stock market is doing really well... Imagine the stock market were returning 40% a year, it would be harder and harder to get new projects funded because people would just put their money in the stock market. But as those returns fall from 8% to 5%, or you used to be able to get 6% or 8% over a 10-year period in a 10-year bond and now you're getting 2, 2 1/2% a year, you actually are more and more willing to go out onto that risk curve and sort of fund something new. So I actually don't think the problem is as much opportunity cost, especially today. Socially venture capital is so popular that I don't think the problem is opportunity cost. I actually think the problem is alpha. And so if you think about what alpha is in the finance world, it's basically, you're looking for an information advantage, and it's going back to cash flows and capital flows.   1:03:07 LC: You're looking for an information advantage on what's going on with those cash flows, with the product, the customer sort of thing, or what's going on with capital flows. So your alpha could be, you understand there's going to be a forced seller here or a forced buyer there, and then you bridge the liquidity into that market. And to throw one more book out there, the best book I know of to think about information sourcing is a book by a Nobel Prize-winning physicist named Robert Laughlin, it's a book called "The Crime of Reason." Have I ever mentioned this one to you?   1:03:39 BR: No.   1:03:39 LC: So it's really interesting. Frankly, it's a shocking book when you really process it. He basically argues that all economically valuable information is kept secret. And so you think that you really understand a lot about the world, but you actually understand, say, 98% about some topic, but that last 2% that really matters to get the project off the ground, to get the product built, to actually get funded, that's really kept secret. So the reason I think this is interesting is we've turned an opportunity cost problem of, "Well, there's really nothing I can do about it, I hope I come up with a good idea," to an information sourcing problem. So the way I think about this is I say, okay, there are really two places that you find information in the world. It can either be recorded or it can be in someone's head. So recorded could be like written and natural language, or in numbers in a database. And I often find, unless we're talking about you going and coming up with some new fundamental algorithm, all you really need to be doing is collecting all of that data and joining tables. It's not actually that complicated from an intellectual perspective, but it's really about finding those tables and joining them. And then on the side of, oh, it's in someone's head, it just ends up being about building relationships with people.   1:05:01 LC: And to your point about there being lots of dollar bills on the sidewalk, there are, but it's almost like they're invisible, so you need to go find the information to really understand, oh, that's a real one, that's a fake one. And it just ends up being a shoe leather exercise where you say, "Okay, I'm just going to go reach out to a lot of people, become friends with a lot of people, talk to them about their work, really try to understand what they're going through, and then I'll recognize what they want and what they don't want, and then I'll find effectively that alpha." And I think that's probably a more useful way to think about it than opportunity cost, because it's more empowering once you think about it that way.   1:05:38 BR: I like that. To change tracks a little bit drastically, but to just get to a point that I think it is really important to talk about... So you invest primarily in public equities, right?   1:05:52 LC: Mostly public, but public and private companies, yeah.   1:05:55 BR: Yeah, and so there is a argument that... I'm on like... There's basically an argument that short-term is like short-term thinking on the part of public investors has sort of pushed public companies to slash R&D costs and basically caused the fabled death of corporate labs. I think it is pretty clear that corporate labs don't sort of have the sort of world-changing output that they used to. However, I'm agnostic about the cause and still trying to figure that out, so... What do you think about that argument?   1:06:42 LC: So, I think it's complicated. I also think I'm not sure, but I can think it through with you.   1:06:50 BR: Yeah, let's think through it.   1:06:51 LC: Sure, so if you look at the valuations in the public markets today, they are very high by any historical measure. And so high valuations do not imply short-termism. They imply that the market is placing very, very high prices on companies. Now, it just turns out that a lot of that has to do with the way capital flows work today, not just with cash flows. And so what's going on effectively is we changed the retirement system in 2005. So we default decided to put a lot of people's money into index funds. Index funds just blindly buy a set of equity as a set of stocks, just as capital flows into them, and so we've had more and more retirement flows, so you see all of these stocks get bid up. That has been a huge reason for valuations going up. But anyway, you look at this and say, alright, so just on a project basis, companies are actually getting huge valuations. Now quarter to quarter, companies face unbelievable pressure to sort of make a mark that Wall Street thinks is good or bad. And what ends up happening is people are definitely optimizing over the quarters, because the research analysts, it's so difficult to see inside the companies that these are the metrics that they use to measure what's going on.   1:08:13 LC: So it's sort of a mixed bag. We are getting really high valuations, but there is still a lot of quarter to quarter pressure, but at the same time, I mean I look at this and say... I think it's actually closer to the journalism and editorial arguments, where it used to be that these newspapers were monopolies and then separately or sort of for social reasons, they were also safeguarding these unbelievable journalists, and it was this huge benefit to society. The reason it worked was the newspapers were monopolies, so they really didn't face competition, and then culturally it became normal for them to sort of support journalists. And then it was like a social competition, like "Who is going to win the Pulitzer price this year? Who's sort of funding the best journalists?" If you go look at the big corporate R&D labs, you find that it was a set of funders that were basically semi-government entities. They were such great monopolies, and culturally, the people who are running those companies also wanted the R&D labs, maybe out of the sense of patriotism, maybe out of some other sense, but I think that's sort of how they came to be. And when those monopolies were broken up, they basically weren't able to keep funding the R&D labs.   1:09:40 LC: I do think that some of today's monopolies and oligopolies, these are the Facebooks and the Googles and the Microsofts of the world, they are able to fund big R&D labs, and we could argue about whether it's the same as Bell labs or PARC... But they're definitely trying, they have been inspired by those old examples, and my friends who work there, I do think are quite brilliant. So I do think that the ones that you're talking about and that I've read that you've written about, I think that it was basically this really nice side effect of monopolies that also doing it. But at the same time, not every monopoly... And in fact, almost every monopoly isn't going to have that cultural imperative. And then on the flipside, let's look at the ones that aren't monopolies, and this is again, partially a narrative problem and partially a reality problem. People haven't come up with a good metric for outsiders to know that research projects are going to do well long-term, so the outsiders feel comfortable funding them.   1:10:48 LC: So an example is that over the last 15 years, you can go look at pharmaceutical companies, and you'll see that their R&D budgets are getting cut. And what happened was a lot of investors were looking at the returns on that R&D over a three-year basis and a five-year basis, and they were saying, "Look, we're not seeing any returns here, it really doesn't make sense for you to be spending money." And of course, people trot out the worst examples when they're making arguments, but there was a set of pharmaceutical companies that maybe was abusing the R&D line. Maybe they were basically not really doing great research, and they were paying themselves a lot of money to not do great research. And some hard-charging Wall Street hedge funds came in and really, really pressured those companies to stop spending on R&D. Now, you'd say socially, that's terrible outcome. We could say, "Look, maybe the R&D is a public good, not a private good, so we need some way to incentivize that and we can have that conversation." I think it's possibly solvable if we come up with a new set of metrics that everyone actually believes.   1:12:07 BR: Yeah, so this goes back to the legibility point.   1:12:09 LC: It does. So you and I have spoken about this one privately before, but there's a professor at MIT named Andrew Lo who proposed that you bundle cancer research projects together or any pharmaceutical projects together. And say you take 100 of these projects or 200 of these projects, you bundle them together, you give each of them, say, a couple million dollars, and then you bundle all the payoffs together. And so the idea is that, hopefully, that's institutionally legible enough that someone would be willing to fund it because they think, "Okay, there's actually a good chance that of these 200 projects, one or two of them will hit, and then you'll have this unbelievably valuable drug that will really be good for the world, and maybe that's a good way to push us out on the risk curve." I haven't seen this type of thinking really take hold because we're still very much in that project-based milestone-based financing approach where it's like, okay, you have the metrics that makes sense for your series A, for your series B and C and D.   1:13:18 LC: And there's also an argument that maybe the smartest biotech investors and pharma investors are already cherry-picking the best companies, the best projects. So maybe you'll sort of have this adverse selection where maybe of the top 200 projects, this would have worked, but if the best five are just going to go off on their own, you're just not going to get the good ones. And this is again, sort of that information s

In the past two weeks, we've heard a lot about efforts by President Donald Trump and his lawyer, Rudy Giuliani, to push officials in Ukraine to investigate Trump's opponents. As the news has unfolded, it has introduced us to a litany of unfamiliar characters in both Ukraine and the U.S., many of whom were working with Giuliani or, in some fashion, on behalf of the president. Trump, Inc. co-host Ilya Marritz was in Kiev last week following the trail of Giuliani in an effort to understand more about these obscure figures who have suddenly become so important.  One thing that became clear during his travels: Giuliani's "anti-corruption" efforts involved working with men who have their own questionable histories.  We reached out to Giuliani as well as the White House. We have not heard back.  Here is a rundown of key players in Giuliani's efforts.  The Former Prosecutor Fired for Not Going After Corruption… Viktor Shokin was Ukraine's general prosecutor in 2015, a position akin to attorney general. He was responsible for investigating corruption. But according to U.S. officials, NGOs and the International Monetary Fund, he was not actually doing this.  Giuliani has claimed that then-Vice President Joe Biden improperly pushed for Shokin's removal to avoid an investigation into Biden's son Hunter, who was on the board of a Ukrainian energy company. There is no evidence that is true.  According to the now-famous whistleblower's report, Shokin spoke with Giuliani over Skype late last year in a call arranged by two Giuliani associates. (More on them in a moment.)  In response to our questions, Shokin declined comment, explaining that he’s out of the country. The Former Prosecutor Who Was Not a Lawyer…  Yuriy Lutsenko took over the job of prosecutor general from Shokin in 2016. He got the job after allies in Parliament changed the law to allow the position to be filled by someone without a law degree. Lutsenko has no legal training.  Lutsenko once told a reporter that the U.S. ambassador had given him "a list of people whom we should not prosecute." He later acknowledged that he was the one who asked for such a list.  Lutsenko has said he's spoken with Giuliani "maybe 10 times." In the middle of one meeting in New York last January in which Giuliani and Lutsenko talked about investigating the Bidens, Giuliani reportedly called Trump to loop him in.   In the spring, Lutsenko told a reporter he "would be happy to have a conversation" about Hunter Biden with Attorney General William Barr. Then, last week, he told the Los Angeles Times that he hadn't found any evidence against the Bidens, and said he had told Giuliani that any investigation should be conducted "through prosecutors, not through presidents." In response to our questions, Lutsenko denied any wrongdoing. He was fired earlier this year.  The Current Prosecutor Caught on Tape… Nazar Kholodnytsky is now Ukraine's top anti-corruption prosecutor. Audio tapes captured Kholodnytsky in unrelated cases coaching a witness to give false testimony and tipping off suspects to police raids. Kholodnytsky acknowledged the tapes were authentic, but said they were taken out of context.  Earlier this year, the U.S.’s then-ambassador to Ukraine called for Kholodnytsky’s firing. She explained, "Nobody who has been recorded coaching suspects on how to avoid corruption charges can be trusted to prosecute those very same cases." (The ambassador, Marie Yovanovitch, was removed from her position shortly after.)  Kholodnytsky and Giuliani met in Paris in May 2019. Kholodnytsky told The Washington Post the discussion was private, "prosecutor to a former prosecutor." Kholodnytsky told the Post that he had questions about the Bidens as well as the prosecution of former Trump campaign chair Paul Manafort. When the Post asked Giuliani about the meeting, he said, "I'm not going to tell you about that." Kholodnytsky told us he was too busy to answer our questions. Giuliani’s Special Envoys…  Lev Parnas and Igor Fruman are two Ukrainian-American businessmen who have worked with Giuliani and introduced him to the Ukrainian prosecutors. Giuliani has described them as his clients. They went to Ukraine after Giuliani canceled a trip in the wake of a New York Times article that revealed his travel plans.   In a detailed story about their work with Giuliani, Parnas told Buzzfeed they did nothing wrong. "All we were doing was passing along information," Parnas said. He added, "We’re American citizens, we love our country, we love our president." Parnas was sued for allegedly defrauding investors in a movie he was involved with, "Anatomy of an Assassin."  "He conned us from day one," one of the investors told the Miami Herald, adding, "He financially ruined us." Parnas lost the case but has denied wrongdoing. "The truth is going to come out about that judgment," he has said.  Fruman is well-connected in Ukraine, where he owns a number of businesses, including Mafia Rave, a beach club in Odessa. Fruman and Parnas have been political contributors in the U.S. Last year, they set up a Delaware LLC that weeks later contributed $325,000 to a Trump-allied political group.  Giuliani was subpoenaed by Congress this week regarding his communications with Parnas and Fruman.  Parnas and Fruman did not respond to our requests for comment.

Data is Your Crystal Ball (1024) Transcript: Steven Butala1:                 Steve and Jill here. Jill DeWit:                            Good day. Steven Butala1:                 Welcome to the Land Academy Show, entertaining land investment talk. I'm Steven Jack Butala. Jill DeWit:                            And I'm Jill Dewitt, broadcasting from the sunny, Southern California. Steven Butala1:                 Today, Jill and I talk about how data is your crystal ball. Jill DeWit:                            It is. You know what I wrote? I wrote down, "Don't guess. Use data." Steven Butala1:                 Exactly. Jill DeWit:                            That's my big ... I have more to share though. Steven Butala1:                 Me too. There's data for acquisitions. We use data for making acquisition decisions. We use data for deciding where to send offers to owners, and we use a tremendous amount of data in the sales part of it, so I can't imagine doing this without data, and I think during the 80s and 90s or up to the 80s and 90s, it was kind of just a dart board. Jill DeWit:                            I have to say. Jack used data for everything, and I have to ask. Did you use data to find me? Steven Butala1:                 Maybe. I don't know. We'll talk about that in a minute. Actually, I think I might have. Jill DeWit:                            I'd like to know how you use data for relationships. I'd like to know how you use ... Because Lord knows you'd use it for every other major decision, which is actually good. You use data for cars. You use data for houses. You use data for almost having a child. For children. Steven Butala1:                 Well, I'll tell you what. If I analyzed all the data about whether or not to have children, the outcome would have been different. Jill DeWit:                            Yeah, you failed. I won't say you failed on that one, but maybe a little more research would have been appropriate. Steven Butala1:                 Before we get into it, let's take a question posted by one of our members on landinvestors.com online community. It's free. Jill DeWit:                            Michael asked, “Hello, community. I am as green as they get and looking for some advice. I've been researching land investing for a while, and I'm convinced it would be a great opportunity for me and my family. I have not pulled the trigger on starting yet, though, and I need some help getting over paralysis by analysis.” Data comes in there. Jill DeWit:                            “My situation is this. Our family will be moving to a different state in two years. How much of a hassle is it to start a company like NLLC in one state, acquire the assets, and then move to another state? I've read about domesticating your LLC in a new state, but I was wondering how much of a hassle that was. That said, I get it, that I don't need an LLC to start, and maybe this is my reptile brain holding me back from what's possible. I really don't want to wait two years before starting this journey. Talk some sense into me, please. Many thanks, Michael.” Jill DeWit:                            That's a good one. Steven Butala1:                 It is. There's two, a direct question about LLC's here, and then there's a serious underlying question here. Jill DeWit:                            Uh-oh. Steven Butala1:                 Number one, let's be super clear on this LLC thing, and it comes up a lot, and it's a very good question, and you're very, very new, and thank you for letting us know. You can have an LLC and operate in another state all day long. Large corporations for tax reasons and a lot of legal reasons had Delaware LLC's or Nevada LLC's. For those two states, specifically, you don't have to disclose personal members. A company can own a company, and there's a lot of advantages. So, get that out of your mind. It's not like a driver's license where if you live in California,

Data is Your Crystal Ball (1024) Transcript: Steven Butala1:                 Steve and Jill here. Jill DeWit:                            Good day. Steven Butala1:                 Welcome to the Land Academy Show, entertaining land investment talk. I'm Steven Jack Butala. Jill DeWit:                            And I'm Jill Dewitt, broadcasting from the sunny, Southern California. Steven Butala1:                 Today, Jill and I talk about how data is your crystal ball. Jill DeWit:                            It is. You know what I wrote? I wrote down, "Don't guess. Use data." Steven Butala1:                 Exactly. Jill DeWit:                            That's my big ... I have more to share though. Steven Butala1:                 Me too. There's data for acquisitions. We use data for making acquisition decisions. We use data for deciding where to send offers to owners, and we use a tremendous amount of data in the sales part of it, so I can't imagine doing this without data, and I think during the 80s and 90s or up to the 80s and 90s, it was kind of just a dart board. Jill DeWit:                            I have to say. Jack used data for everything, and I have to ask. Did you use data to find me? Steven Butala1:                 Maybe. I don't know. We'll talk about that in a minute. Actually, I think I might have. Jill DeWit:                            I'd like to know how you use data for relationships. I'd like to know how you use ... Because Lord knows you'd use it for every other major decision, which is actually good. You use data for cars. You use data for houses. You use data for almost having a child. For children. Steven Butala1:                 Well, I'll tell you what. If I analyzed all the data about whether or not to have children, the outcome would have been different. Jill DeWit:                            Yeah, you failed. I won't say you failed on that one, but maybe a little more research would have been appropriate. Steven Butala1:                 Before we get into it, let's take a question posted by one of our members on landinvestors.com online community. It's free. Jill DeWit:                            Michael asked, “Hello, community. I am as green as they get and looking for some advice. I've been researching land investing for a while, and I'm convinced it would be a great opportunity for me and my family. I have not pulled the trigger on starting yet, though, and I need some help getting over paralysis by analysis.” Data comes in there. Jill DeWit:                            “My situation is this. Our family will be moving to a different state in two years. How much of a hassle is it to start a company like NLLC in one state, acquire the assets, and then move to another state? I've read about domesticating your LLC in a new state, but I was wondering how much of a hassle that was. That said, I get it, that I don't need an LLC to start, and maybe this is my reptile brain holding me back from what's possible. I really don't want to wait two years before starting this journey. Talk some sense into me, please. Many thanks, Michael.” Jill DeWit:                            That's a good one. Steven Butala1:                 It is. There's two, a direct question about LLC's here, and then there's a serious underlying question here. Jill DeWit:                            Uh-oh. Steven Butala1:                 Number one, let's be super clear on this LLC thing, and it comes up a lot, and it's a very good question, and you're very, very new, and thank you for letting us know. You can have an LLC and operate in another state all day long. Large corporations for tax reasons and a lot of legal reasons had Delaware LLC's or Nevada LLC's. For those two states, specifically, you don't have to disclose personal members. A company can own a company, and there's a lot of advantages. So, get that out of your mind. It's not like a driver's license where if you live in California,

Juan Pablo Cappello met well-known Argentine entrepreneur Wenceslao Casares when he was “living out of a backpack in New York.” After a brief career in traditional law, Juan Pablo’s career took off when he was on the founding team of Patagon, Latin America’s first online bank, with Casares and two other entrepreneurs. A few years later, in 1999, Patagon was acquired for $750M, becoming one of Latin America’s first large exits. Despite the company’s massive success, he admits to making every mistake in the book along the way. Few other lawyers, especially in Latin American venture law, have such direct experience in founding, growing, and selling businesses. In this episode of Crossing Borders, I sat down with Juan Pablo Cappello to talk about the Latin American tech ecosystem in the late-1990s, what it was like to be part of a skyrocketing startup, and the lessons he learned while founding a startup. We also discuss his decision to found PAG.law in Miami, common mistakes made by Latin American founders, and his current view on opportunities in the Latin American ecosystem. Juan Pablo has been active in the Latin American tech ecosystem for over 20 years; check out this episode to hear a veteran’s perspective on recent changes in Latin American tech and venture capital, especially given Softbank’s recent investment announcement. Why Latin America needed a purpose-driven law firm Juan Pablo’s current venture is Miami-based firm, Private Advising Group, otherwise known as PAG.law, a boutique law firm that helps Latin American founders and companies handle legal challenges in the US and Latin America. Growing up in Chile with a mother from the US, Juan Pablo is used to having a foot in each region and knows what it takes for LatAm founders to manage their businesses across borders. He admits that at least 50% of his referrals come from funds who want to invest in companies whose deal structures were messed up by local lawyers. Juan Pablo’s tongue in cheek advice? Trust no one. In the past few years, venture law best practices have become relatively easy to find and understand. Listen to the rest of this episode to hear Juan Pablo’s advice on how founders can educate themselves to align incentives with their lawyers for better outcomes. Latin American founders should go to Miami, not Silicon Valley. Of 2.8 million people living in Miami today, 2.2 million are of Hispanic origin. If you fly straight to Silicon Valley, he warns, it will be extremely hard to get noticed. The US startup ecosystem is now more diverse and founders should choose their soft landing or regional office based on industry or ease of entry. For a Latin American company used to serving Hispanic and Spanish-speaking customers, Miami is an ideal location - and much less costly than Silicon Valley. Softbank’s new $5B Innovation Fund is based in Miami. Juan Pablo has advised over 400 startups who do business between Latin America and the US. Check out the rest of this episode to hear why he thinks startups that go to Silicon Valley right away are often mistaken, and why Miami, Boulder, Austin, and New York might be better options. If you want to raise money, be ready to understand the venture math. When Juan Pablo was on the early Patagon team with Wences Casares in the late-1990s, the current venture capital best practices did not exist. Founders currently have access to much more information about investment instruments, venture capital models, and valuations than they did 20 years ago. However, Juan Pablo notes that most startups approach fundraising without considering the returns VCs need to present their investors be sustainable. Having a great idea is not enough, whether you are in the US or in Latin America. In this episode, he provides rough calculations of what Latin American entrepreneurs are expected to receive in an exit to be considered a positive investment. Listen to Juan Pablo’s “venture math” and how entrepreneurs can adjust their valuation expectations accordingly in this episode. Juan Pablo was one of the earliest actors in the Latin American tech ecosystem and provides a unique long-term perspective on the recent uptick of tech investment and innovation in the region. Check out this episode to hear how he has created a law firm that understands business in Latin America and the US and what he has learned from watching hundreds of founders try to make it in the US market. Show Notes: [1:33] - Nathan introduces Juan Pablo [2:25] - What is PAG.law? [4:13] - JP’s childhood in Santiago, Chile [5:43] - The early days of Patagon [7:40] - What was the growth pattern at Patagon? [9:26] - Biggest lessons learned in Patagon [11:00] - How Latin American founders can choose a good lawyer [14:13] - Biggest errores LatAm founders make in legal decisions [19:14] - Why JP likes the Cayman Islands [20:36] - Cayman or Delaware LLC? [23:36] - Where can LatAm founders enter the US market? [27:47] - Miami as a gateway for the US [33:06] - JP’s advice to his younger self [39:50] - Why LatAm founders need to understand venture math [42:42] - The real value of advisors for startups Resources Mentioned: PAG.law LatAm List Patagon La Escuela del Sur on LatAm List 500 Startups Miami TheVentureCity Rokk3r Labs Endeavor Magma Partners Wences Casares

Today, my guest is Danielle Liss, lawyer and founder of Hashtag Legal, a law firm specializing in online business.  In this interview, Danielle and I delve into what you need to know to protect yourself legally as an influencer or blogger or online entrepreneur. We talk about how to incorporate your business, how to negotiate with brands, what GDPR means, and even how to protect your goods from people who want to steal them! Danielle is a font of knowledge, and she lays everything out in layman's terms (no crazy legalise), so you will learn from and enjoy this interview! Promise! Resources: Hashtag Legal Catch My Party MiloTree Businessese The Businessese Influencer Marketing Podcast Transcript - What You Need To Know To Protect Yourself Legally With Danielle Liss [00:00:03] Welcome to The Blogger Genius Podcast brought to you by MiloTree. Here's your host, Jillian Leslie. Jillian: [00:00:10] Hello everyone. Welcome back to The Blogger Genius Podcast. Today, my guest is Danielle Liss and she is a lawyer. But the cool thing about her legal practice is she is a partner at a company called Hashtag Legal, and it is a law firm focused on the needs of influencers and online business owners, like bloggers. Jillian: [00:00:36] I had seen Danielle speak at a conference a couple of years ago and she was so helpful at breaking it down, what people need to know who are starting online businesses. So welcome to the show, Danielle. Danielle: [00:00:50] Thank you so much for having me. I'm really excited to be here. Jillian: [00:00:53] So we were just talking just before I said, oh my gosh, we have to record this, about how the legal stuff for blogging and online business can give people headaches. It's the last thing you want to think about. And you were just talking about how yes, your clients tend to be creative. Danielle: [00:01:15] Yes. I think that what happens is oftentimes we go into blogging because it fills this creative aspect of our personality, whether you are a maker, a photographer, someone who likes to create with your words, whatever the case might be that is often why many people get into blogging. Danielle: [00:01:36] I think it's a smaller percentage of people who look at this and say this is a business opportunity. I'm going to go into this with my startup budget, hire all the right people who can handle the creative stuff, and I'm just going to run the backend. Jillian: [00:01:48] In fact, I will tell you that now I think this is probably close to episode 40 that I've done, and almost everybody that I interview, who is a blogger, says that exact same thing, which is I started this as a side project or hobby or something, and only got it turned into a business. Jillian: [00:02:06] I've only interviewed one blogger who from the get go, said this is a business. I'm going to hire people to help me. I know what I need to do. I'm going to invest my own money in this. So I think you are absolutely right. Danielle: [00:02:21] Unfortunately I think, you know I shouldn't say, unfortunately I don't think that it is a bad thing. I can tell you I started blogging, let's just say a long long time ago, and I don't really write anything anymore. But I did it as a creative outlet when I was in law school. I needed somewhere to tell stories. Danielle: [00:02:40] And so it started that way for me, and I'm somebody who likes the fine print. Like I like that aspect of my business. But I can tell you that the thing that I hate the most is taxes and accounting. Danielle: [00:02:53] So I think there's certain back end pieces to business management that we just find a little daunting. And unfortunately what tends to happen is if it seems a little overwhelming, we ignore it. Jillian: [00:03:04] Yes, because you know what. I think because being a blogger or an influencer, there are so many things to do, that you'd rather be on Instagram or you'd rather be editing your photos or whatever, and you leave that till later. Danielle: [00:03:18] And unfortunately what happens then is instead of being proactive and kind of taking the steps that you need. What often happens is you're waiting until something bad. Jillian: [00:03:29] Yes. Yes. Danielle: [00:03:30] And we always preach. Please be proactive with your legal, rather than reactive, because if you're only getting us involved when something happens, that usually means it's bad. Danielle: [00:03:41] So we don't want to see you have to come to us because someone has stolen your content, not that you can necessarily prevent that. That's not the perfect example, but if there's something that went bad with a contract and you come to us and you say, they haven't paid me, what can I do?  We say, what did your contract say? And then the answer we unfortunately hear a lot is, I didn't get a contract. Danielle: [00:04:04] So things like that, we always want to make sure that people have the tools that they need, and we try to make sure that it's broken down in a way that is a little more accessible. Danielle: [00:04:18] No one except maybe me, wants to read pages upon pages of legalese. They want to feel like they can look at things and not need a legal dictionary to get through it. And that's kind of our goal, is to make sure that any business owner, because we 100 percent believe that bloggers are business owners, that they have the tools they need to succeed. Jillian: [00:04:39] Now what would you say are the biggest legal mistakes bloggers and influencers make? What are the biggest legal mistakes bloggers and influencers make? Danielle: [00:04:45] The number one is not getting contracts, not reading contracts, and not making sure that they understand what their contract says. And I think another problem is not properly handling their business entities. I think that comes up very frequently. Danielle: [00:05:10] If they've started an LLC they kind of have it on paper but then they don't know what to do with it. So they're not following all the appropriate formalities to make sure that they are protected or they're not transferring. You know I've seen some people who will start an LLC but they're still entering their contracts as their personal name. Jillian: [00:05:26] OK. We start there. OK. I'm a blogger. I am starting my blog. I hear these terms like LLC. or S corp. What do I do? Danielle: [00:05:39] What I recommend there is talk to someone, whether it is your accountant who can give you some guidance on your taxes, or talk to a lawyer. What type of business entity should I create as a blogger? Danielle: [00:05:47] Make sure that you know the form that is best for you. When we talk about creating a business entity you can do. I could go out and start a blog tomorrow and be a business. I can be a sole proprietor, which means me and my business are the same thing. Jillian: [00:06:03] And my social security number? Danielle: [00:06:05] Correct. Or you can start a business entity so you can start a corporation or in most cases you can start an LLC, which stands for limited liability company. LLC vs. sole proprietorship as a blogger Jillian: [00:06:14] And what is the value of an LLC versus say, why can't I just do it as a sole proprietor? Danielle: [00:06:20] You are protecting yourself from personal liability. So let's say you get sued. Only the business assets become involved. If you are sued personally, anything you own can become involved. So it could be a house. It could be your savings. It could be anything any of your assets could potentially come into play. Danielle: [00:06:42] So for many people, oftentimes whether or not they create a business entity will depend on where they are in their life. For some people, if you're just kind of starting out and you're fresh out of college, and you're like, I right now have 90 thousand dollars in student loan debt it's fine, right. There's nothing to take. They may not want to set up the LLC. They may say I want to go sole proprietor and that's fine. Danielle: [00:07:04] There are usually points when you start making money that we definitely recommend, keep the business entity separate, but for somebody who is more established, has assets, things like that you may not want to take any risk whatsoever. So you're taking. You're going to file something right away. Danielle: [00:07:19] We usually tell people once you are making money, that's when it's time to start thinking about creating an entity because it is going to keep you personally protected from liability. Jillian: [00:07:30] Got it. Now we just move from California to Texas. And so we had, we have an LLC in California, and now we just started when in Texas and I think, we did it on Legal Zoom. And actually the Texas LLC was much easier than the California LLC. Jillian: [00:07:50] So you need to figure out what state you're going to make your LLC in, and then fill out the paperwork. And it's actually, at least for Texas. It was not hard at all. Danielle: [00:08:03] Most states have online filing tax. Texas is pretty good for that. California used to be completely paper. But I think that they are getting slightly easier. What we typically recommend for people is in most cases, file where you live because otherwise you may still need to register as a foreign entity doing business in another state. Danielle: [00:08:26] So if you Google where should I set up my LLC? I guarantee you you're going to get thousands of google result that how you need to set up in Delaware. Delaware has really favorable tax laws. I used to live in Delaware. I went to law school in Delaware. It's a lovely place. But for the average person who is in the blogging space, you probably don't need a Delaware LLC. Jillian: [00:08:48] And Delaware, isn't it like you want if for example, you would want to do say an S corp. Where you think your company is going to become the next Facebook, and you're going to IPO and make a zillion dollars. That's when it makes sense to be incorporated in Delaware. Danielle: [00:09:11] If you are planning to go for venture funding, then we recommend it, and we don't even just recommend an LLC, we recommend setting up a corporation in Delaware because it's often what the venture capital firms will want to see. Jillian: [00:09:23] Right. An LLC vs an S-Corp Danielle: [00:09:23] And the reason they're a corporation versus LLC is because you can issue shares of stock. So that is often one of the differentiating factors. Danielle: [00:09:33] And when we talk about an S corp, an S corp is actually a tax designation. So you can file in certain circumstances to be taxed as an S Corp even as an LLC. You can say I want to be taxed as an S Corp, because an S Corp is solely there for tax purposes it doesn't change your entity type. Danielle: [00:09:54] And for that I always recommend talk to your accountant and see if there are benefits to you filing as an S corp. Jillian: [00:09:59] Even if you've set yourself up as an LLC? Danielle: [00:10:03] Yes. Jillian: [00:10:04] Interesting. Danielle: [00:10:04] Because an LLC is not a tax entity. An LLC is solely legal. So for example, if I started a new LLC today, it's going to be taxed as a sole proprietor. If you have more than one person in your LLC ,it's going to be taxed as a partnership. It's not taxed in any other way. Danielle: [00:10:21] So you can actually say, I would like to be taxed as an S corp and it's paperwork that you have to file. So we always say, you know, check with your tax preparer or your accountant, and see if it's something that can save you save money for you on your taxes. Jillian: [00:10:37] OK. And setting up an LLC is not that expensive. Am I right? Danielle: [00:10:41] It isn't and it all depends on what your goals are. I mean there are some states where it can be more expensive. California has a steep yearly franchise tax so it's like 800 dollars a year. So it all depends on what you're doing. Danielle: [00:10:55] The actual filing fees are typically not that expensive, if you need someone to set it up for you, if you're looking at it saying I want to be completely hands off. You can definitely go to a lawyer and they'll kind of offer you different packages on how to set those up. Jillian: [00:11:10] Got it. OK. So definitely then if you have assets, protect yourself by incorporating in some form. Because again you know, your kid's college money could be at risk. Danielle: [00:11:24] We always recommend it, we always say depending on where you are, if you are making money or you're entering into contracts, or you're hiring people that's really the time to start considering it. Danielle: [00:11:34] But if you're just starting out as a hobby, to see if maybe you can make some money. It may not be something that's necessarily needed right away, but it's something to kind of keep in the back of your mind for when that monetization hits. Make sure to have a contract if you are working with a brand Jillian: [00:11:46] Got it. OK so in terms of contracts, you were saying that that is one of the places where people come to you or they don't have a contract. Jillian: [00:11:55] So for example this is for people who want to work with brands, let's say so somebody reaches out so you're a blogger, a brand reaches out to you and says, Hey will you do this sponsored post for us and share it on a variety of social channels and stuff like that. And you're really flattered because you just started like three days ago. What do you say to that brand? Danielle: [00:12:19] Great. Say, I would love for you to send over the contract for my review. Jillian: [00:12:22] OK. OK. So you're not going to work without a contract, but this is just like 500 dollars. Danielle: [00:12:29] Great, send over the contract. I usually stand firm there, if they say, oh we don't have a contract to use, get a contract template. It's really important to make sure that that's covered because you can. You can list all sorts of stuff in an email and think that you've covered everything, and you probably aren't. Danielle: [00:12:46] Because it's really important to have those terms all listed out at the onset, so that there aren't any questions later because you need to know what are you being paid, how are you being paid, when are you being paid. Is there confidentiality? Can you list them as a partner in a portfolio? What are the disclosure requirements? Can they require drafts?' What do exclusivity and ownership mean in a contract with a brand? Danielle: [00:13:08] I think two of the most important things for influencers are exclusivity and ownership. They would discuss exclusivity whether or not by signing that contract you are prohibited from working with certain other companies, and they may say that you can't work with their competitors. Danielle: [00:13:27] They may say that you can't work with anyone who has a specific type of product, whether it is, you know you can't work with a cereal company, you can't work with a granola company or they may say you can't work with anybody who is a competitor of our company. If they give you something like that, I usually say please provide me with a list of those I can and can't work with. Jillian: [00:13:49] Isn't there usually a time limit on that too? Like, for the next six months you can't. Danielle: [00:13:54] And they should make it very specific as to the time. If they say for three years, that's a really long time to buy your exclusivity and your pricing should reflect that Jillian: [00:14:04] Now I think  I have to make a confession, sometimes I get contracts we work with brands with Catch My Party. I get contracts and they are so long I skim them. Danielle: [00:14:04]  I will urge you to read them over. Danielle: [00:14:20] For some people, we do a lot of contract review for influencers, so if they get a contract, they know that they're not going to read it that closely, they'll send it to us to review. Danielle: [00:14:30] So there are definitely things that we really do want to make sure that the deliverables match exactly what you talked about with the brand, that no one is going to be surprised because of what was done. Know what's in your contract as a blogger Danielle: [00:14:45] Make sure that you're not making any guarantees regarding performance unless you know you can get something to perform a certain way. I think we never know for sure how many views something is going to get. So be cautious there, and just make sure it matches what you said and make sure you understand the terms that are in there. Danielle: [00:15:04] And after a while you start to really recognize certain things. I think that if you've looked at a number of contracts and you start to become familiar with the terminology, particularly for the ownership of the content then it starts to become familiar, and you may not need to read it super closely but you at least need to know what it says. Jillian: [00:15:25] Got it. I always check at the deliverables and check for the schedule, check for the things like who owns the content, like who owns the photos or or things like that. Jillian: [00:15:39] And I always check to make sure it is what we negotiated, like the price and and how many social shares, and things like that, and what the timetable is and I would say most of my contracts, there is not a performance piece. Like, oh you have to hit these targets. However there might be disclosure. We want you to send your Google analytics so that we can see how well the blog post performed. Like certain reports. Danielle: [00:16:10] Yup and that's something that's really important. If you're going to owe them and I think it's especially important if you are doing things like an Instagram Story and if you need to send them a screenshot at the end of that, you need to know because it's going to disappear. Danielle: [00:16:26] So you need to be able to take that screenshot at the appropriate time and save it if that is owed to the brand. So it's really important to know what are those requirements what is it that you're going to have to do to show your performance. Jillian: [00:16:39] So let's say then it says in the contract we'll pay you within 60 days. I don't know when the norm is. And guess what 60 days goes by. And I have not been paid. But it's in the contract. Now what. What to do if a brand doesn't pay you as a blogger Danielle: [00:16:52] Usually what I say is I always follow up with a friendly email first. Danielle: [00:16:59] And say hey, I haven't got my payment. What I always recommend get something that has read receipt on it. Jillian: [00:17:08] What is that? Danielle: [00:17:09] So that you can tell if they have opened up. Jillian: [00:17:12] Got it. Danielle: [00:17:13] That is going to be important because you never know if your contact is on vacation. What if they had an injury and they're out on an emergency. You want to make sure that that is actually being opened, even if you don't get an out of office response on it. Danielle: [00:17:28] If you see that they're opening it and they're still ignoring you. Yeah then usually what I will say is follow up with the phone call. Danielle: [00:17:35] Now if there's still nothing. See if there's another person that you can contact. This becomes extremely important with larger companies, because there are just more layers to go through to get paid. They may have a finance department or an accounts receivable person or just more hoops. Danielle: [00:17:52] Essentially it's not just one person who is kind of approving it cutting the check and paying you. So if that's the case and you have another contact that you can copy. By all means go to that person. Danielle: [00:18:03] Usually my last resort is to send the certified letter with signature required. It is amazing how quickly people will respond to that just because it is official. And it's a lot harder to ignore. If you had to sign for it so for sure send that. Danielle: [00:18:24] And in that email you essentially say we had a contract dated whatever the contract is dated in that contract. I was supposed to be paid by. And you'd give your date. I have not received payment. I have tried to contact you on and give a list of everything. If I am not paid by give a date, always give a date as to when you need to receive payment. Keep it reasonable. Because unfortunately. You know it might not be tomorrow. You may need to say two weeks or so if I'm not paid by that date. I will be forced to pursue other options to enforce the contract. Jillian: [00:18:59] I would say we have been at this for a long time. We've been working with brands for probably nine years and we have definitely run into situations where we haven't gotten paid. However it's always been rectified. Jillian: [00:19:13] It's always been like the accounting department didn't get it or whatever. So for me, there have been times where I've had to be on, I've had to be on top of it. But so far we haven't run into a situation where a brand is completely bailed on us. Danielle: [00:19:32] It's rare, I don't see it that frequently where I see people not get paid is often with smaller companies maybe startups. That's why I always get something in writing if they are hedging over giving you trouble over a contract or signing a contract that you provide. That's a red flag to me. Keep track of your brand payments as a blogger Jillian: [00:19:54] Yep and you know what I do. Simple simple. I keep a spreadsheet that just says this is the brand I worked with. This is how much they've paid. They say they're paying me. Have they paid me. And like as soon as that check comes in. You know I put a check mark. Jillian: [00:20:10] Very simple like I'm not even using Quickbooks or anything like that. And I just keep a record and then once a month or so, I look through it and go, Wait did I get paid for that because I will forget. Jillian: [00:20:20] Right. And then it will be end of the year, and you'll be like did my work with somebody and did I ever get paid? So that has been like my saving grace. It's just to keep a record. Danielle: [00:20:32] Exactly. Keep track. And I think that that's also a really good tip for how to keep track of exclusivity. Keep it all in one place so let's say you have a client who said you know you can't talk about breakfast cereal for three months after the time the contract expires. Danielle: [00:20:46] Just keep a spreadsheet so that you know, OK this other company came to me. I can't work with you yet but in 30 days I can. That makes it a little easier so that you can see like what is my expiration date, and what am I prohibited from talking about during a specific period of time. Jillian: [00:21:01] I think that's a great idea. Now bloggers when they first start out, one of the ways they monetize is via affiliates. And there's a lot of conflicting information about disclosing affiliate fees or affiliate links. How do you need to disclose your affiliate links as a blogger Jillian: [00:21:15] I can't even keep them straight. Like Amazon has its rules, and Pinterest has its rules, and I wonder if you could walk through what a blogger needs to know to protect themselves with affiliates and also to talk about, is there some police that comes out and says that link was not disclosed. What can happen if you don't disclose something? Danielle: [00:21:41] Sure. When it comes to how to disclose I always say there's two major things that you need to check. First of all whatever it is that you have to disclose so if this is an affiliate link you need to know what does the platform require. Danielle: [00:21:54] So make sure you know your rules for Amazon or Pinterest or wherever it is that you are doing it. And typically it will be something that you can find in their regulations. Danielle: [00:22:04] The second thing that you have to know is the FTC. So the FTC is the Federal Trade Commission. They monitor advertising and that is where the main areas of disclosure come in. So that is why you will see #ad #sponsored because the FTC has said that they are adequate disclosures. Jillian: [00:22:25] So they did? You could just say #ad #sponsored? How about #affil? Danielle: [00:22:32] Affil is not sufficient because the average person is not going to know what that means. Jillian: [00:22:36] How about #affiliate? Danielle: [00:22:38] #affiliate should be OK but the FTC is not clear on whether or not you need more, so you may need to say "This is an affiliate link if you click on this I receive a small commission." Jillian: [00:22:49] Got it. And I always say, at no charge to you. Danielle: [00:22:54] So I think that "at no charge to you" check and see if your platforms are okay with that. Because I think that Amazon makes a lot of changes and I'm not sure what they say you can and can't say. Danielle: [00:23:09] In terms of policing, it can become an issue with the FTC. I personally don't think that it is ever a good idea to run afoul of the FTC because their minimum fines, if they send you a demand it's likely going to be in the range of forty thousand dollars. Jillian: [00:23:27] What? Have you seen this? Has any one that you've worked with ever received something from the FTC that says that? Danielle: [00:23:34] Not to that extent. I think that this is a very new area for the FTC,so they put out a lot of guidance. What we have seen is warning letters and the warning letters. Danielle: [00:23:45] Like last year there was a lot of headlines and they sent out I want to say 40 letters, and they were to bigger name influencers, like I think we're talking like Kardashian level and mostly celebrities. And they said if you do this again you will be subject to a fine. Danielle: [00:24:02] And one of the recipients of letters contacted us and said I didn't know anything about this. Can you please help me you know get everything together and it was for a forty thousand dollar fine. Danielle: [00:24:15] So we strongly recommend this isn't an area to cut corners on, just disclose any of your relationships because to me like forty thousand dollars that's going to sink a small business. Jillian: [00:24:27] Oh my god yes. That's not, that's not chump change. Danielle: [00:24:31] Right yes. It's not at all. So I think to me it just makes sense to do the disclosures. Jillian: [00:24:37] And the reason for the disclosures is because if Kim Kardashian is like saying, oh my god this is the best mascara in the world and she's getting paid for it. Like somehow it feels like cheating that she's not sharing that with her audience. Danielle: [00:24:53] Right. So there is a material relationship with the reason that she's posting. So she's posting because she's getting paid, she's not posting just because she really likes something. Danielle: [00:25:05] So I think it's really important that if you are being incentivized whether it is by money or free product, to post something then there is a material relationship in the eyes of the FTC. So you need to talk about it. Danielle: [00:25:17] You can do #ad #sponsored #affiliate it doesn't have to be phrased that way though. You can work it into your story. You can say, I am working with this brand you know whomever it might be to talk more about this. This is why I partnered with this brand. Danielle: [00:25:34] The FTC has also said that for sponsored content you can say #brand name then partner but #partner isn't sufficient. Danielle: [00:25:45] But like let's say you were doing #Maybelline because we're talking about mascara, so let's say you did like #Maybellinepartner that is sufficient. Danielle: [00:25:53] I always recommend if it's a sponsored content contract, or anything with an affiliate program, check with the disclosure requirements are for that particular program because they may have something specific they're looking for but if not you can use natural language you can use those different examples that we provide. Jillian: [00:26:10] Okay that makes a lot of sense. BREAK: What a happy customer had to say about MiloTree Jillian: [00:26:13] I wanted to take a short break and read an email I got this week from a MiloTree customer. It's from Andrea Scalzo of RaisingDragons.com. So here's what she wrote. Jillian: [00:26:24] I have built a large following on Facebook and MiloTree allows me to easily and organically introduce my other social channels to all the traffic coming to my site from Facebook. Jillian: [00:26:36] It took only minutes to set up, and I immediately saw my follower count start going up on my other channels. I also love how aesthetically pleasing it is. Thank you Jillian. Danielle: [00:26:48] Well thank you, Andrea. So for everybody else if you are trying to grow your followers on Instagram and Pinterest and Facebook and YouTube and also grow your email subscribers definitely sign up for MiloTree. We offer your first 30 days free. Just head on over to MiloTree.com and now back to the show. What is GDPR and what do I need to know as a blogger? Jillian: [00:27:13] Now GDPR are which is, as you know we sell our pop-up MiloTree and it is GDPR compliant, and I don't even understand GDPR. So could you explain it very briefly for the audience and why that's important? Danielle: [00:27:35] Sure. GDPR stands for General Data Protection Regulation. It is an EU law or an EU regulation and essentially what they are doing is they want to ensure that consumers know how their data is being collected, what data is being collected, how it's being used, and to make sure that consumers are in control of that data. Jillian: [00:28:01] And can I just interrupt for one second. GDPR here though covers a wide swath, like it is not just getting somebody to understand that if they're signing up for your newsletter because you're giving out a freebie, that they're signing up for your newsletter. Danielle: [00:28:16] Right. It has like a whole host of things. It covers so many things that influencers and bloggers have on their site. And I think that the key is dive into your site see what it is that you are using on your site that collects personal information. Danielle: [00:28:35] Now this is where things get a little bit tricky because collecting personal information. It's not just a name or an email address or something along those lines. Danielle: [00:28:45] It is also a location. It is also an IP address and that IP address is used regularly in plugins. It is used in Google Analytics. You can anonymize Google Analytics to not track the IP address but it is really important to make sure that if you are collecting these things, that you are disclosing for anybody who is in the EU. Danielle: [00:29:09] So there are a lot of different plug ins that you can actually install for GDPR compliance that will help as well. Jillian: [00:29:16] Is this going to come to the United States and does it matter? Because like what is your thought. Is it going to get more restrictive? Danielle: [00:29:25] What we are seeing so far is California has passed a law. And if you're not familiar with it California is the only state that currently requires privacy policies. Danielle: [00:29:37] So everybody should have a privacy policy to comply with that because if you have any audience from California you should have a privacy policy on your site. Jillian: [00:29:47] And that means like in your terms of service? Danielle: [00:29:49] Yeah you should have your privacy policy. Now when it comes to GDPR in the U.S. we need to be compliant with GDPR in the U.S. if we have visitors who are from the EU then there's ways that you need to comply. Danielle: [00:30:04] But what we have seen is just recently and we're still kind of waiting for everything to be finalized there, was a law passed in California on data protection. I don't think it's finalized yet so we don't have all of the details. It looks like it may be comparable to GDPR. But it looks like there could also be some additional restrictions. We're kind of in a wait and see period with this. Danielle: [00:30:30] From what I understand it's supposed to be implemented by 2020. So I expect that we will be seeing a lot of activity in 2019 as things get finalized. Jillian: [00:30:41] Got it now. It's funny because at MiloTree our belief is GDPR is good. And what is your thought about it? Why GDPR is a good thing Danielle: [00:30:50] I think it's a really good thing. I think that for people in our business we kind of know what's out there. Danielle: [00:30:56] Like I understand the Facebook pixel or I understand affiliate marketing, but I can tell you right now, I have had to explain to my mom on more than one occasion why Facebook is showing an ad for something she just searched for. Jillian: [00:31:09] Oh my God, I've done the same thing with my parents. They're like somebody knows, they're following me. Danielle: [00:31:15] They're watching me they're following me. So I think it's it's important for the average consumer who may not have any idea. They think, and let's face it especially in the age of the Cambridge Analytica scandal, people are taking a quiz and have no idea what they are doing, what data they are providing. And it's really important that companies are up front about that. Danielle: [00:31:39] There was a quote that I saw GDPR, the compliance date for it was May 25th so that was everything was, let's just say in May was a little bit crazy. Danielle: [00:31:49] There was an article and it was another lawyer was being quoted, and the person said, well if consumers know what we're collecting they'll never give us the information. And the attorney was like and I just said yeah that's kind of the point. Danielle: [00:32:02] So it's really important and the main impact for you it may be how you're collecting email addresses. It may be that you need a cookie disclosure on your site. But the key is use it as an opportunity to go in take a look at your plugins, see what you're collecting, see if you still need those things. Danielle: [00:32:20] Make sure your privacy policy is updated, and then you should be good to go. I think that for many people it was an opportunity, because they said I last updated my privacy policy in 2009 and it's not quite accurate anymore. Danielle: [00:32:35] And it gave people a good opportunity to kind of take a look, and I think for a lot of people they were just deleting plugins, and they were like my site so much faster now. Jillian: [00:32:42] Oh true. And I always thought it felt a little dishonest when it would be like, hey I get this freebie by giving me your email address and I feel like the disconnect to us. Well wait a second. I just gave you like my email address. I didn't know that I was going to be put on all these lists. Danielle: [00:33:01] And I think that that's the goal is to make sure that there is more transparency. If someone is giving you their personal information about how it's being used. So I do believe it's a good thing. I think it changes the playing field a little bit. Danielle: [00:33:15] And it's it's like every time there's a system change right. Everybody kind of freaks out says I can't do this. Like I'm just going to quit I heard so many people say I'm just going to quit blogging. Danielle: [00:33:25] And you don't have to. Yes. There's a little bit of administrative time that goes into it. But for the most part I think that they are trying to be fairly straightforward and it really is to protect your audience. And I think it's a good thing for your audience to know what you're doing. Jillian: [00:33:42] Yeah. And to be trustworthy. And I will say this, which is if you are a blogger if you've done this for a little while you know the things change all the time. This is just one of those. Like just just wait because there will be more to your business you know and like algorithms change. If you're not comfortable with change don't be a blogger. Danielle: [00:34:11] I think that there's just nothing static and the reason that this bothered people I think is because it got into areas of their business that people weren't necessarily comfortable with. Danielle: [00:34:21] It got into legal, it got into the tech side. It definitely took a lot of people out of their comfort zone, and you had to deal with some areas that for many, they had completely ignored. So I get that sort of discomfort that came along with it. But overall I do think it's a very good thing. Danielle: [00:34:40] It's kind of like, do you remember all of the Facebook Raffle rules? Jillian: [00:34:44] Yes. Danielle: [00:34:45] It's kind of like that. Every time Facebook would make a change to their giveaway rules everybody would kind of freak out, then they would make the adjustment and then everything was OK. I view it somewhat similar. Danielle: [00:34:56] But this is something that's there to protect your audience, so to me, embrace it. It is coming to us. I think that we will see a lot of discussion about this next year once we start to see what's being finalized in California. Understanding copyright and intellectual property as a blogger Jillian: [00:35:12] Yes so I have I have a two part question, and this is I think, my last legal question, which is so let's say I create something like an ebook, and that would be then I guess my own intellectual property right? Jillian: [00:35:26] Let's say I make a cookbook. Do I need to protect that? Or how would I protect it? And then the B side of this question is what happens when somebody steals something of mine on the internet, like my photos or even my entire ebook? Danielle: [00:35:43] Sure. What I recommend doing is, so first let's just talk a little bit about what copyright is and what it does. So a copyright is something that protects an expression of an idea in a tangible medium and that's a little bit of legalese. Danielle: [00:35:57] So what it means is if I have created something and expressed an idea. So whether it is a song, a photo, a piece of creative copy etc. That is something that is copyrightable. Danielle: [00:36:12] When you have a copyright, there are a lot of additional rights that kind of makeup a copyright. So it has the right to produce, it has the right to sell, the right to display whatever that piece of content is. Danielle: [00:36:25] So that's why it's really important in your contracts that you know what happens to that copyright, because most of the time you're going to keep your copyright but the brand will want a license to display it. So you're giving them a right to do something from your copyright. Danielle: [00:36:39] When it comes to creating something like an ebook. The sheer act of publishing it, gives you certain common law copyright rights. So you are the owner of that content you are the copyright owner. Danielle: [00:36:52] When someone downloads that book you are essentially giving them a license to use it, and you are probably making restrictions that say this is for your personal non-commercial use only. You cannot resell this, you can't copy it you can't do X Y or Z. Danielle: [00:37:09] So I think it's really important to make sure that you have the copyright logo, and I recommend having a short statement. You know I think of it like your title page in a book. That's how people can use it if you can if it's if there's something in the speccing that works for you. How to register a copyright with the government Danielle: [00:37:26] And you can also register with the government and if you register your copyright you have additional legal rights which essentially you can sue if there is copyright infringement. Danielle: [00:37:40] So it's actually relatively simple process. You can have a lawyer handle it or you can try to file it yourself depending on your comfort level. It's kind of like LLCs some people want nothing to do with it. Some people are like yes please just handle this. Danielle: [00:37:54] So you can file for your copyright which gives you additional protections once it's registered with the Copyright Office. If someone steals your stuff, what I strongly recommend, is first reach out to the person and find out what happened. Danielle: [00:38:11] And that may be something as simple as an email or submitting a contact form that says, hey I see that you've got my pictures. Those are my copyrighted material. Please take them down. Danielle: [00:38:22] You'd be amazed at how many things get resolved on that stage because they just didn't know that they couldn't google search and right click, and save something and then put it up. So that's usually step one. Danielle: [00:38:36] Another step that you can take as if it's being hosted online. You can send a DMCA request which is essentially a takedown request to the host of the material, and you can find a lot of templates for that online. Danielle: [00:38:49] You can also if they still won't remove it. You can definitely have an attorney do a cease and desist letter. Those are unfortunately for a lot of people. They get frustrated with that process because you do have to pay to have an attorney draft it, and you might not be getting anything in return. Danielle: [00:39:07] But depending upon what they are using of your stuff, it may be worth it to you to have that done. Jillian: [00:39:14] Got it. OK so let's say I do. I'm a food blogger and four times a year, I take my recipes and create seasonal ebook cookbooks. Would you copyright those? Danielle: [00:39:28] I would just to be safe. Jillian: [00:39:30] You would? So you wouldn't just put on the title page, you know the copyright logo, and say this is for your personal use only. You cannot sell this or whatever distribute it in any way, but then you would go that extra mile and you would copyright those books. What does registering a copyright do for you as a blogger? Danielle: [00:39:47] If it's something that's going to be relatively heavily distributed I would do it. It's fifty five dollars I believe is the fee to do the copyright application. To me, if it's something that is going to be a critical part of your business, that's a fee that's worth it. Danielle: [00:40:04] If you're talking about just a blog post everyday that might not be something that you copyright and register every single one that you do. Danielle: [00:40:15] You might do it as an anthology once a year, that you copyright it to give yourself some additional protection. But if it's something that is going to be a critical part of your business, or something that you're using to make money, I think it's worth the investment to have the additional protection. So that way if something happens you know you haven't got it. Jillian: [00:40:36] Wow. OK. Because I had not thought to really do it. I didn't know it was fifty five dollars. Danielle: [00:40:42] Yeah it all depends on what the item is like. If we're talking about a just a small freebie that maybe a couple hundred people will see, it might not be something that's worth it to you, that might be something that you take your chances with. Danielle: [00:40:56] But if we're talking about something that you're potentially going to use to sell or to make money or that it's going to go into the hands of thousands, then I think it's a smart idea to to copyright it because it's it's an expense, yes but it's an expense that can give you additional protection if something happened. Jillian: [00:41:16] So like for example we create free printable on Catch My Party and we give them away, and we say you know, these are for your personal use only. I have found our free printables on Etsy being sold. Danielle: [00:41:30] Oh wow. Jillian: [00:41:31] So I have not copyrighted them, but I did then contact the Etsy seller and say please take these down. And they did. Danielle: [00:41:38] Good. Good. Jillian: [00:41:39] OK. But let's say they didn't. What would I do? Let's say if I haven't copyrighted them what else can I do, and then what if I had copyrighted them? Danielle: [00:41:50] The main difference between copywriting like let's say, somebody had one of your printables and they were making a lot of money off of it, and that Etsy store and you're just looking at that saying, that's money that should be mine right not yours. You didn't create that. Danielle: [00:42:04] So if you needed to sue them, then you need the copyright registration. So it's especially important if somebody is using your stuff commercially, and you're trying to get some of those profits back for yourself. Danielle: [00:42:14] But I think that depending on where your content is being used. So in a way, Etsy is helpful because they will typically have copyright forms so you can say this is my material. This is you know stolen essentially. And allow you to submit that. Danielle: [00:42:33] So it can depend on what your ultimate goal is. If you want to make sure that you have the ability to sue if something is stolen, then you want to register. Jillian: [00:42:41] Got it. Danielle: [00:42:41] If you are only concerned about getting it taken down, then you may not need that but the problem is if even if you can't get it taken down, you may still need to. You never know when you're going to need to take that final step. What if someone copies your designs as a blogger? Jillian: [00:42:55] Got it. And one thing that I do, is a lot of people will reach out to me especially through Catch My Party. You know they create printables or invitations or something like that, and they will say to me somebody copied my design. Jillian: [00:43:14] And maybe it's not completely, it's not a hundred percent copy, but it's probably, you can tell that they were inspired by the person's work. What would you say to that person? Danielle: [00:43:29] It depends on how much was copied and if it would be considered a derivative work, if it would be considered a copy. That can get into some hazy territory. So that's usually what I would say contact a lawyer, set up a consultation, and see just how much has been changed and whether or not you still have a claim. Jillian: [00:43:51] OK. And do you get calls like that a lot? Danielle: [00:43:54] Yes. Jillian: [00:43:54] Where people say is this too similar? Danielle: [00:43:57] Yeah we have. We've certainly dealt with that. And it really does become an analysis of how much has been copied how much has been changed. Has enough been changed. Danielle: [00:44:07] And sometimes it's really taking a look at it and balancing what the cost would be to defend it, because copyright infringement unfortunately can become costly, because it's a lot of expense for you on the legal side to get something taken down, and you may not see any money back for it. Danielle: [00:44:28] So for some people it's a matter of, do I want to spend money to get this taken down? How much is this particular item going to impact me if it stays there? Danielle: [00:44:38] But if it's on a platform like Etsy, typically they are going to give you the ability to report something as stolen. It can be more tricky if somebody is just putting it on their website, or in their own shop, or something like that, where there's not that formal mechanism. Jillian: [00:44:54] Got it. Danielle, I have been taking a ton of notes here. I need to talk to my accountant, and I need to think about copywriting my stuff. So thank you so much. Jillian: [00:45:08] So can you share how people can reach out to you if they've got legal issues or questions how they can find you. All of that. Danielle: [00:45:18] Of course. If you have something you need assistance from a lawyer with then you can reach us at HashtagLegal.com. We also have forms and templates like privacy policies and contracts things like that. Danielle: [00:45:34] And then if you need legal templates or forms we have Businessese.com and you can also always get more information from us on our podcast. The Business Influencer Marketing Podcast. Jillian: [00:45:48] Awesome. Danielle thank you so much for being on the show. Danielle: [00:45:51] Thank you. How to grow your authentic Instagram followers fast and free with MiloTree Jillian: [00:36:00] Are you trying to grow your social media followers and email subscribers? Well if you've got two minutes I've got a product for you. It's MiloTree. Jillian: [00:36:09] MiloTree is a smart pop up slider that you install on your site and it pops up and asks visitors to follow you on Instagram, Facebook, YouTube Pinterest, or subscribe to your list. Jillian: [00:36:24] It takes two minutes to install. We offer a WordPress plugin or a simple line of code and it's Google friendly on mobile and desktop. Jillian: [00:36:34] So we know where your traffic is coming from. We show Google-friendly pop-up on desktop and a smaller Google-friendly pop up on mobile. Check it out. Sign up for MiloTree now and get your first 30 DAYS FREE!

Jacob Weisberg is joined by Virginia Heffernan and ProPublica's Jesse Eisinger to discuss the latest Michael Cohen story surrounding his Delaware LLC. Be sure to join Trumpcast Live in Brooklyn on May 30th! Learn more about your ad choices. Visit megaphone.fm/adchoices

Jacob Weisberg is joined by Virginia Heffernan and ProPublica's Jesse Eisinger to discuss the latest Michael Cohen story surrounding his Delaware LLC. Be sure to join Trumpcast Live in Brooklyn on May 30th! Learn more about your ad choices. Visit megaphone.fm/adchoices

I go over business checking accounts, paying with business credit cards, and why I suggest a Delaware LLC for your company.

Dan and Haddie discuss the struggles that millennials are facing at work, how to make a new hire feel like part of the team. They take listener emails about how to hire the right person for the job and how to get your new business set up. Links for this episode:Why Incorporate in Delaware? Why Form a Delaware LLC?TrelloMillennials are struggling at work because their parents 'gave them medals for coming last'Brought to you by: HireLoop (Visit hireloop.io/quit to get a free credit towards their Professional features). Squarespace (Start your free trial site today, at Squarespace.com and when you sign up make sure to use the offer code QUIT to get 10% off your first purchase).

“When you operate through the right legal structure, you can do so in a way where you are not paying US tax each year on the profits of the business.” Stewart Patton Today listeners it is my honor to welcome the founder of U.S. Tax, Stewart Patton to the show. Stewart is a U.S. tax attorney and expat entrepreneur currently residing in Belize. He specializes in helping U.S. citizens who live and invest outside of the U.S. understand and optimize their tax situation. Everyone knows the challenges one can have with taxes. Entrepreneurs have a much bigger job dealing with taxes than the average person, and those expat and digital nomad entrepreneurs have even another layer to figure out. Stewart, being one of us himself has figured out how to handle these challenges and he makes it as easy as possible to handle your finances while abroad. I have been studying this stuff for years but, I am surprised how many entrepreneurs don't know about or understand how their taxes work. So today, we are going to talk to Stewart about some of the little-known advantages of being an entrepreneur abroad, how to move money where you need it, when you need it, and how we can maximize our business profit and minimize our taxes. 6:48: What are the advantages to creating a business inside the US vs outside the US? 10:51: Which is the best, Wyoming LLC, Nevada C-Corp, Delaware LLC, Texas LLC? 13:00: For Digital Nomads - What qualifies for not living in the US? 13:33: Foreign Earned Income Exclusion 21:23: Where are some good places to incorporate abroad? Panama Hong Kong Jersey Ireland Gibraltar Singapore St. Kits St. Lucia Belize 26:16: Panama Papers Half-Pat: Not an expat, just half in (The U.S.) and half out. You don't spend enough time outside the U.S. to incorporate outside the U.S. Contact Info: Website: http://www.ustax.bz Stewart's Podcast: https://itunes.apple.com/us/podcast/the-tax-savvy-expat-podcast/id1182538684

Ever wonder what SEC regulations apply to apartment building syndications? There is a lot to this subject and while it's not crucial that you know everything, nor should you try, it is important that you have a basic understand of what's involved and what to look out for. This week I'm joined by SEC Attorney Steven Rinaldi who has been handling private offerings of securities for over 26 years. Steven is extremely knowledgeable and competent, and this episode is packed full of useful info! Key Takeaways: [2:25] Definition and example of a syndication [5:00] The types of entities Apartment Building Investors should use for Syndication [8:08] How to structure a deal [10:31] Legal documents required for syndication: Operating Agreement Prospectus/Private Placement Memorandum (PPM) Subscription Agreement Form D. File this in the states where the investors are located (not the property) [13:12] Advantages of Delaware LLC's Hard to break up Discourages disgruntled investors from filing lawsuits Delaware judges see these cases all of the time and are very familiar with business law Get out of trouble for as little as 10K vs. 250K [17:38] What makes an investor an “Accredited Investor” Net worth of one million or more excluding their house, car and life insurance Husband and wife with a salary of 300K or more, with every expectation that will continue Or one spouse makes over 200k per year, (with every expectation that will continue) Less common Trust fund of more than 5 million, Corporation, Partnership or LLC worth more than 5 million Banks, Broker/Dealers, Mutual Funds, Insurance, Small Business Development Companies [19:18] What qualifies as a “Prior Relationship” The SEC won't define it [21:10] How to go about advertising to accredited investors Go to a broker/dealer that specializes in alternative investments [21:52] The difference between advertising and networking [22:37] The importance of doing a PPM You are required to provide a PPM to all non-accredited investors You want to provide a PPM to accredited investors because they can sue you for fraud for not disclosing all "material information" If you don't, and the deal goes sideways you could easily lose everything you have. In most states that includes your house and your kid's college fund. In most states, you cannot discharge a securities law judgment or fraud judgment in bankruptcy ALWAYS DO A PPM! [26:43]- Time and cost of drafting an Operation Agreement and PPM Three weeks for initial draft Could be completed in as little as five weeks [29:10] The basics of crowdfunding You can advertise to non-accredited investors BUT pay attention to the rules You must refund all money if you don't hit your goal. More work for an attorney, therefore, more expensive Connect with Steven Rinaldi Email: stevendrinaldi@msn.com Website www.rinaldilaw.com Phone number: 240-481-2706  

The Internet practically exploded this morning after a detailed report was published proving that dozens of corrupt politicians around the world have been stealing public funds and hiding the loot overseas. In other news, the Pope is Catholic. Not to make light of this, but this hardly comes as a surprise. There's some Grade A filth in positions of power who routinely funnel public funds into their own pockets. Whether they secret the funds offshore, buy expensive flats in London, purchase Bitcoin, or stuff cash under their mattresses seems hardly relevant. The real issue is that systems of government routinely put morally bankrupt individuals in control of trillions of dollars of cash. Seriously, what do people expect is going to happen? Yet this never seems to be concern. The media outcry always seems to focus on the manner in which public officials hide their assets, not the fact that the funds were stolen to begin with. This report targets the illicit use of offshore corporations, specifically those set up by a single law firm in Panama. In reality, this issue hardly boils down to one firm. There are thousands of law firms all around the world, including in the UK and the United States, that register companies for their clients. Some of those companies end up being used for nefarious purposes, including fraud and theft. But it's crazy to presume that corrupt officials and con artists are the only ones who would ever need a company in one of these “shady” jurisdictions. (Those “shady” jurisdictions, by the way, include Wyoming, South Dakota, and Delaware.) Alongside the report is a video with a scantily clad porno actress named Lisa Ann, star of “Who's Nailin' Paylin,” a satire in which Ms. Ann spoofs former Vice Presidential candidate Sarah Palin engaged in sexual… congress. No I am not making this up. In her video, the porn starlet explains that only arms dealers and scumbags set up asset protect vehicles like anonymous shell companies, which can include something like a Delaware LLC. Never mind that people in the Land of the Free are living in the most litigious society in human history. Or that last year the US government stole more money and private property from its citizens through civil asset forfeiture than all the thieves and felons in the country combined. Given such obvious realities, you'd have to be crazy to NOT take steps to protect your savings. But if a porn star says that you're a scumbag who ‘gets in the way of justice' by setting up a Delaware LLC to safeguard your assets and reduce your legal liability, it must be true. So let it be written. Look, the anger and disgust of seeing corrupt people getting away with a crime is understandable, particularly when that crime is stealing from taxpayers. But nobody ever seems to attack the real problem-- that these people are ever put in positions enabling them to steal taxpayer funds to begin with. Instead the spotlight is always on how they hide it. That's like focusing on what color T-shirt the ax murderer was wearing. My concern is that is if corrupt officials shift tactics and start buying gold, there will be calls to outlaw gold. Or if they start holding cash, there will be even louder calls to ban cash. These reports are incredibly damning for the dozens, even hundreds or thousands of bad actors who abuse the system. But at the same time they create a mass hysteria that puts law-abiding taxpayers who value their financial privacy into the same category as some corrupt African dictator. Listen in to today's podcast as we discuss this trend even more, what I call the “New Dark Ages”. We've entered a time where privacy and personal freedom are trivial inconveniences rather than the bedrock cultural values they used to be. For example, I question when our society degenerated to the point that a porn star gets to tell us what we should and should not be able to do with our ...

The Internet practically exploded this morning after a detailed report was published proving that dozens of corrupt politicians around the world have been stealing public funds and hiding the loot overseas. In other news, the Pope is Catholic. Not to make light of this, but this hardly comes as a surprise. There's some Grade A filth in positions of power who routinely funnel public funds into their own pockets. Whether they secret the funds offshore, buy expensive flats in London, purchase Bitcoin, or stuff cash under their mattresses seems hardly relevant. The real issue is that systems of government routinely put morally bankrupt individuals in control of trillions of dollars of cash. Seriously, what do people expect is going to happen? Yet this never seems to be concern. The media outcry always seems to focus on the manner in which public officials hide their assets, not the fact that the funds were stolen to begin with. This report targets the illicit use of offshore corporations, specifically those set up by a single law firm in Panama. In reality, this issue hardly boils down to one firm. There are thousands of law firms all around the world, including in the UK and the United States, that register companies for their clients. Some of those companies end up being used for nefarious purposes, including fraud and theft. But it's crazy to presume that corrupt officials and con artists are the only ones who would ever need a company in one of these “shady” jurisdictions. (Those “shady” jurisdictions, by the way, include Wyoming, South Dakota, and Delaware.) Alongside the report is a video with a scantily clad porno actress named Lisa Ann, star of “Who's Nailin' Paylin,” a satire in which Ms. Ann spoofs former Vice Presidential candidate Sarah Palin engaged in sexual… congress. No I am not making this up. In her video, the porn starlet explains that only arms dealers and scumbags set up asset protect vehicles like anonymous shell companies, which can include something like a Delaware LLC. Never mind that people in the Land of the Free are living in the most litigious society in human history. Or that last year the US government stole more money and private property from its citizens through civil asset forfeiture than all the thieves and felons in the country combined. Given such obvious realities, you'd have to be crazy to NOT take steps to protect your savings. But if a porn star says that you're a scumbag who ‘gets in the way of justice' by setting up a Delaware LLC to safeguard your assets and reduce your legal liability, it must be true. So let it be written. Look, the anger and disgust of seeing corrupt people getting away with a crime is understandable, particularly when that crime is stealing from taxpayers. But nobody ever seems to attack the real problem-- that these people are ever put in positions enabling them to steal taxpayer funds to begin with. Instead the spotlight is always on how they hide it. That's like focusing on what color T-shirt the ax murderer was wearing. My concern is that is if corrupt officials shift tactics and start buying gold, there will be calls to outlaw gold. Or if they start holding cash, there will be even louder calls to ban cash. These reports are incredibly damning for the dozens, even hundreds or thousands of bad actors who abuse the system. But at the same time they create a mass hysteria that puts law-abiding taxpayers who value their financial privacy into the same category as some corrupt African dictator. Listen in to today's podcast as we discuss this trend even more, what I call the “New Dark Ages”. We've entered a time where privacy and personal freedom are trivial inconveniences rather than the bedrock cultural values they used to be. For example, I question when our society degenerated to the point that a porn star gets to tell us what we should and should not be able to do with our ...

The Internet practically exploded this morning after a detailed report was published proving that dozens of corrupt politicians around the world have been stealing public funds and hiding the loot overseas. In other news, the Pope is Catholic. Not to make light of this, but this hardly comes as a surprise. There’s some Grade A filth in positions of power who routinely funnel public funds into their own pockets. Whether they secret the funds offshore, buy expensive flats in London, purchase Bitcoin, or stuff cash under their mattresses seems hardly relevant. The real issue is that systems of government routinely put morally bankrupt individuals in control of trillions of dollars of cash. Seriously, what do people expect is going to happen? Yet this never seems to be concern. The media outcry always seems to focus on the manner in which public officials hide their assets, not the fact that the funds were stolen to begin with. This report targets the illicit use of offshore corporations, specifically those set up by a single law firm in Panama. In reality, this issue hardly boils down to one firm. There are thousands of law firms all around the world, including in the UK and the United States, that register companies for their clients. Some of those companies end up being used for nefarious purposes, including fraud and theft. But it’s crazy to presume that corrupt officials and con artists are the only ones who would ever need a company in one of these “shady” jurisdictions. (Those “shady” jurisdictions, by the way, include Wyoming, South Dakota, and Delaware.) Alongside the report is a video with a scantily clad porno actress named Lisa Ann, star of “Who’s Nailin’ Paylin,” a satire in which Ms. Ann spoofs former Vice Presidential candidate Sarah Palin engaged in sexual… congress. No I am not making this up. In her video, the porn starlet explains that only arms dealers and scumbags set up asset protect vehicles like anonymous shell companies, which can include something like a Delaware LLC. Never mind that people in the Land of the Free are living in the most litigious society in human history. Or that last year the US government stole more money and private property from its citizens through civil asset forfeiture than all the thieves and felons in the country combined. Given such obvious realities, you’d have to be crazy to NOT take steps to protect your savings. But if a porn star says that you’re a scumbag who ‘gets in the way of justice’ by setting up a Delaware LLC to safeguard your assets and reduce your legal liability, it must be true. So let it be written. Look, the anger and disgust of seeing corrupt people getting away with a crime is understandable, particularly when that crime is stealing from taxpayers. But nobody ever seems to attack the real problem-- that these people are ever put in positions enabling them to steal taxpayer funds to begin with. Instead the spotlight is always on how they hide it. That’s like focusing on what color T-shirt the ax murderer was wearing. My concern is that is if corrupt officials shift tactics and start buying gold, there will be calls to outlaw gold. Or if they start holding cash, there will be even louder calls to ban cash. These reports are incredibly damning for the dozens, even hundreds or thousands of bad actors who abuse the system. But at the same time they create a mass hysteria that puts law-abiding taxpayers who value their financial privacy into the same category as some corrupt African dictator. Listen in to today’s podcast as we discuss this trend even more, what I call the “New Dark Ages”. We’ve entered a time where privacy and personal freedom are trivial inconveniences rather than the bedrock cultural values they used to be. For example, I question when our society degenerated to the point that a porn star gets to tell us what we should and should not be able to do with our ...