Tag: entrepreneur

Entrepreneur from History – Jamsetji Tata: One of India’s First Industrialists

By: Vinanti Pandya

Jamsetji Tata was one of India’s biggest and most famous industrialists. Born in 1839 in Navsari, Gujarat, Tata received a Western education, unlike his peers. Tata joined his father’s company upon graduation and in less than two decades, he formed his own company.

During a period of political turmoil in India, Tata wanted to ensure that the material used in India was derived from local sources. To do so, he made many risky and expensive business decisions. Today those decisions led to one of the biggest multinational companies founded and headquartered in India, the Tata Group. He had four missions to accomplish: (1) start an iron and steel company, (2) generate hydroelectric power, (3) create a world-class educational institution, and (4) establish a world-class hotel. Only the hotel came to fruition during his life, but his work allowed his descendants to build the rest in his honor.

The Swadeshi Movement, which was the catalyst that led to the Freedom Movement, had not started yet. In the early 1990s, politically conscious Indians wanted to develop industries and resources in India by Indians. Tata followed this sentiment before its prominence. Near the end of Tata’s life, the movement picked up momentum. The momentum was so consequential that he named one of his mills Swadeshi.

Tata started with textiles. In 1869, he bought a bankrupt oil mill in Mumbai and converted it into a cotton mill. In two years, he sold the mill for profit. To understand the industry’s ins and outs, he went to London. He returned to India with a conviction to transfer the high standards he experienced in England to his home country.

The entire textile industry was centered in Mumbai, or Bombay as it was called then. It was, and still is today, the center of many industries. However, Tata decided to invest in a smaller town called Nagpur. Everyone ridiculed his strategic business decision. However, three years later, his mill was ready to produce handicrafts for all Indians. With cheaper land and better access to resources, Tata’s new mill was a success.

In the 1880s, Tata decided to build a steel plant. The industrial revolution had not touched India, so Tata had many obstacles to overcome. He was unsuccessful in his lifetime, but his son and cousin succeeded several years after his death.

One of the last things Tata did was inaugurate the Taj Mahal Hotel in Mumbai in 1903. At the time, it cost 11 million rupees (approximately $11 billion today). Today, it is one of the best hotels in India. He wanted to build it after being refused entry for being Indian. It was a one-of-a-kind luxury hotel with American fans, German elevators, English butlers, and Turkish baths. Tata died soon after in 1904.

Though he was a visionary, he was also a philanthropist. He donated to educational and healthcare charities. In his factories, workers’ welfare was at the forefront. He also established the JN Tata Endowment, which helped Indian students to pursue higher education in England, regardless of their socio-economic background. Knowing that his mission was to make everything in India, he knew the utmost importance of education. Thus, he started drawing up plans for, what is now known as, the India Institute of Science.

Although he did not participate in politics regularly, he was an avid supporter of his country’s economic well-being. If anything was disturbing India’s economic stability, the loudest voice against it was Jamsetji Tata’s. He opposed the tariffs against Indian cloth and the shipping rates that discriminated against Indian goods, not British goods.

Tata fought for India’s economic freedom before the Freedom Movement started. He fought for goods to be made in India before the Swadeshi Movement started. He donated immensely to charities and funds to uplift Indians in access to education and health care. Jamsetji Tata remains an inspiration to Indians around the world.

 

Vinanti Pandya, at the time of this post, is a second-year law student at Penn State Dickinson Law. She is originally from India but is technically from Canada. She is a graduate of the University of Toronto. Vinanti is the current Vice President of the North American South Asian Law Students’ Association and a member of the Moot Court Team.

 

Sources:

 

 

 

Preventing Problems: A Trademark Guide

By: Tessa Brandsema

For many nascent entrepreneurs caught up in the many layers of starting their business, building an intellectual property portfolio is not at the top of their priority list. In light of fundraising capital, navigating the real estate market for the ideal property, and building initial inventory, thinking about intellectual property filings might stay on the back burner. However common this scenario may be, it is a mistake—one of the most critical elements of any business is its name (and subsequent branding!), and ensuring that your preferred name is both available and enforceable should be a main prerogative.

What’s in a name?

When you think about the marketplace giants that we interact with every day—like Apple, Amazon, and Google—you will notice that their names are concise, unique, and recognizable. Entrepreneurs brainstorming a name for their product or business should try to emulate this blueprint, and not just because it is a smart marketing strategy, but because these names are likely to be more easily trademarked.

A trademark is a form of intellectual property protection used to protect a name, logo, slogan, or trade dress, and they are used to identify a source for a specific good or service. The goal of trademark registration is to protect consumers from confusion by source identifiers that are too similar or are likely to be confused by the average customer. This preserves the integrity behind a brand and prevents third parties from profiting off the goodwill and quality associated with another’s products or services.

For example, the United States Patent & Trademark Office (also known as the USPTO) is almost certain to refuse a trademark application for a search engine called Gaggle. This is a rather obvious attempt by the applicant to align themselves with Google’s search engine and be associated with the goodwill already stored in their brand, therefore drawing in customers who may think that their product is associated with Google. Furthermore, Google could be harmed by this likelihood of confusion if Gaggle puts out a poor product, causing consumers who believe the two companies to be related to hold Google in low regard due to the faulty new search engine.

On the other hand, trademarks that are identical but represent different goods and services are allowed to coexist on the federal register. Delta is a prime example of this: two large companies with the same name, but one is an airline, and the other makes appliances like kitchen sinks and faucets. The chance of a consumer mistaking the source of these goods or services for the other is incredibly low, and thus the two trademarks are permitted to coexist peacefully.

Performing Research

These nuances are important to keep in mind as an entrepreneur selecting a name for their new business. If you would like to explore what options might be taken already but have not yet retained an attorney to assist with your start-up, you can go to the USPTO website and use their Trademark Electronic Search System (TESS) to research what trademarks exist and may conflict with the one you have selected. After all, why get attached to a name and make plans based upon it, only to later find out that it is not a viable option for your business and need to start over unnecessarily?

Keeping in mind that the USPTO may issue refusals based on multiple grounds, including but not limited to identicality, likelihood of confusion, phonetic equivalents, and foreign language translations, it may be in your best interest to have an intellectual property attorney help with your search. Many law firms utilize special trademark search engines that are not accessible by the public, and these searches are much more sophisticated than the one available on the USPTO website. These comprehensive results can give you a better understanding of your name’s likelihood of success if you choose to file a trademark application. While some entrepreneurs may balk at yet another cost in the beginning stages, ensuring that your ideal company or product name is both available and protectable is invaluable down the road.

Policing & Prevention

Trademarks are not only useful because they allow the enforcement of rights in the event of an infringement but they can act as a deterrent before that even occurs. Think back to the preliminary searches mentioned just a few moments ago; if you found a conflicting preexisting mark, what would your course of action be? When a unique and protectable name is the goal, a business owner is more inclined to shift gears and turn to an alternative name that is more likely to afford their company an enforceable registration with the USPTO. The same is likely to be true for other parties searching the register and coming across your trademark—rather than continuing on with the name they originally selected, they will steer clear of anything too close to yours in an effort to avoid any confusion or potential litigation.

While common law trademark rights can be established just through use, obtaining a federal registration has many benefits for the owner. A federally registered trademark notifies the public that rights are reserved within the mark, acting as a deterrent for potential infringers who stumble across it, whether through a search of the USPTO website or by seeing your mark with the ® symbol next to it. Trademarks work hard to protect your brand by proactively discouraging infringement, making them a worthwhile investment for any entrepreneur. Starting a business is hard enough as it is—make sure your investments and branding are safeguarded by a trademark registration that can provide some peace of mind.

This post has been reproduced and updated with the author’s permission. It was originally authored on January 31, 2023 and can be found here.

Tessa Brandsema, at the time of this post, is a 2L at Penn State Dickinson Law. Tessa serves as an associate editor of Jus Gentium and the vice president of the Women’s Law Caucus. She is a former graduate from Millersville University, where she studied communication and media, political science, and international relations. Before law school, Tessa spent two years as an intellectual property paralegal.

Sources:

https://www.uspto.gov/trademarks/basics/what-trademark

Chad Jalandoni, How to Conduct a Proper Trademark Search, Gerben Intellectual Property, https://www.gerbenlaw.com/blog/how-to-conduct-a-proper-trademark-search/.

Featured Entrepreneur | Darrick Rizzo – Author, Coach, Motivational Speaker

By: Sarah Donley

“Focus on it. follow the plan, and it will expand.”

For Darrick Rizzo, everything is an opportunity. He has turned pain into purpose and no’s into yes’s. Rizzo is an entrepreneur, motivational speaker, and author from Pennsylvania. He owns his own video production company and is the executive producer for Master P and Snoop Dogg. However, Rizzo’s success was not a result of luck. Rizzo saw a plan, he stuck to that plan, and his plan expanded.

“kobe bryant started my multi-million dollar company.”

Rizzo’s entrepreneurial journey began at a young age of 23 years old. At this age, he was experiencing depression after a downfall in life. Even after majoring in sociology with a minor in criminal justice, Rizzo just did not want to do anything. However, Kobe Bryant’s lowest scoring game ended up being Rizzo’s uplift in life.

In 2003, Rizzo watched Kobe score 36 points during a playoff game against the San Antonio Spurs. Rizzo thought, “Wait a minute. I am the only one in the world to hold Kobe Bryant to his lowest score of eight points. Why can’t I be on TV?” Rizzo was determined, and he had the plan to let everyone know that he shut Kobe down. In order to follow the plan, Rizzo had to find the video of his game against Kobe. The problem was the game occurred in the 90’s, so it was on a VHS tape. This did not stop Rizzo. In fact, this is when Rizzo learned the power of networking. He went to his old high school and coach, but they did not have the tape. He would ask others in the community if they knew of where to find it. It took Rizzo eight months to learn that a boy in high school at the time had the tape. Rizzo went to the boy’s house to retrieve the tape but then realized that it had to be converted to his laptop. It took him months to learn this new skill of converting and editing, but it was something he wanted to do, so he did it.

One day, Keystone State Games was hosting a basketball tournament, where Rizzo attended and showed off his converted and edited tape of him shutting Kobe down. Within hours, a coach approached Rizzo and asked, “Who made the video?” After Rizzo told the coach he made it himself, the coach asked Rizzo to make his team’s highlight video. Rizzo agreed, and his hobby of editing videos turned into a career. Following this interaction, Rizzo went into business mode and established an LLC. In addition to editing, Rizzo began filming athletes, which was not part of the plan. However, since Rizzo stuck to his initial plan, it expanded.

Predictable legal landscape”Networking is key – you have to have great communication skills and great personality.”

Rizzo was meeting people constantly as a result of his video business, and his great personality scored him another business. One day, a man asked Rizzo to teach his team defense since he shut Kobe down. Rizzo thought that this was another avenue, which he was going to focus on now. He started “D’em Up,” another LLC, in which he would go to schools all over the country and host basketball clinics focused strictly on defense. Rizzo’s training videos eventually ended up on Championship Productions, an internationally recognized industry leader in instructional videos featuring top coaches and athletes. However, Rizzo received a call one day from Kobe’s lawyer because Kobe’s father said that no one ever shut Kobe down, and Rizzo’s video was only an edited highlight. Rizzo was determined to prove Kobe’s father wrong. He found the box score and called Kobe’s lawyer apologizing. Rizzo didn’t hold Kobe to eight points; he held him to seven.

According to Rizzo, networking is the key to success. Rizzo made it a point to collect business cards from people he met and would place those cards in an album. At the time, he was working on his book, “Open Adoption: A Birth Father’s Journey,” detailing his story of how he was forced to give up his only son for adoption. While he was writing his book in 2009, he watched The Blindside, and thought, “Wow, I really want Michael Oher to read my book when it is done.” He then remembered that he collected a business card that had the Baltimore Ravens’ logo on it. He searched his album book and found the card, which ended up being the Chief of Security for the Baltimore Ravens. He called the man, used his personality, and told him, “I need Michael Oher.” The next night, Rizzo was at the Baltimore Ravens’ hotel, where he got Michael Oher to write the foreword of his book.

“I am a soldier.”

Rizzo embodies strength and persistence. Since he was a young boy, he turned negatives into positives; that’s just who he is. After experiencing the death of his sister and other loved ones, Rizzo started writing music and developed a CD. His cousin, a consultant and mediator in Los Angeles, told Rizzo to come out for an event to show his CD to celebrities. According to Rizzo, “When someone gives you an opportunity in life, you have to run with it.” Or, in basketball terms, “If someone throws you an alley oop, you dunk it.” Rizzo was not scared. He confidently approached Snoop Dogg at this event telling him about his CD, but Snoop Dogg said no. Rizzo was not offended; he did not care. Instead, he replied, “One day I am going to work with you Snoop.” Rizzo’s statement proved true 25 years later.

Rizzo explained, “I am a believer of speaking things into existence.” During his high school days and before games he would always say, “I am a solider. Another game. Another war. My army is coming with me, and we are taking everyone down.” When Rizzo started getting into music, he heard a song with the lyrics, “I’m a no limit soldier.” The artist ended up being Master P.

Twenty years following Snoop Dogg’s “no,” the same cousin called Rizzo into his office where Master P would be. Here, Rizzo got on Facebook Live and challenged Master P to a one-on-one competition. Master P accepted the challenge, and following their game, Rizzo offered to film Master P’s kids because they were playing basketball. Master P accepted, but it seemed like he “ghosted” Rizzo. He would not return Rizzo’s calls and would only respond to texts once in a while. However, Rizzo did not give up. Eight months later, Rizzo texted Master P, informing him that he developed a livestreaming company, and therefore could livestream his kids’ games so that he could watch them on the road. Master P immediately called Rizzo and asked him to livestream the games the next week.

“Persistence pays off,” said Rizzo. “Most people would have given up after eight months.” Rizzo was filming for Master P for three years, when Master P said to Rizzo, “Rizzo, you know in the beginning when you thought I was ghosting you? What I was just doing was building a relationship with you.” During the fourth year of filming, Master P took Rizzo to Snoop Dogg.

“You are who you surround yourself with.”

Another challenge Rizzo experienced in life was the challenge of planking. One day at the gym, him and his cousin were challenging each other in different lifts and activities. Thereafter, Rizzo was going around challenging people to who could hold the “plank” the longest. Rizzo had a record of 70-0 in these challenges, and he would say, “I am King Kong.” He even began mixing Gatorade and soda and calling it “Kong Juice.”

During this time, Rizzo was constantly around Master P, who began heavily focused on creating products. Rizzo considered Master P his mentor and coach. Thus, he was able to develop Master P’s mindset. He came up with the idea of developing an energy drink and calling it “King Kongin Energy Drink.” Now, Master P and Snoop Dogg are the Brand Ambassadors of this company.

According to Rizzo, “You are who you surround yourself with, so if you surround yourself with entrepreneurs, then you are going to come up with ideas. If you surround yourself with someone who is not doing anything, then you are going to be stuck.”

“I am grateful to be blessed.”

Rizzo would not call himself lucky. Instead, he would call himself blessed. Before his “Kobe idea,” he would volunteer at the local church, where he would wash dishes and help prepare food for the disadvantaged. Rizzo even bought the church a pickup truck to be used to transport food. He believes strongly in giving back to the community. Despite his explosive success, Rizzo continues to find the time to give back to his local church. When COVID-19 began, Rizzo would pre-record church sessions every Sunday for two years straight. He also handles all of the church’s social media. To the public, Rizzo is a blessing.

I had the opportunity of working with Rizzo when I was in high school. Rizzo filmed my basketball games and created a highlight tape that I could send to colleges. Thanks to Rizzo, I fulfilled my lifelong dream of playing basketball in college at Shenandoah University. After learning about Rizzo and his entrepreneurial journey, I knew that it was one to tell. Rizzo has proven to be a blessing to all, and I am thankful to know him. He serves as an exemplary example of what it means to find a plan and stick to it. This blog post cannot highlight all of his stories and his successes. Rizzo has a book coming out this year, explaining in detail his entrepreneurial journey called, “Focus on it. Stick to the Plan. And It will Expand.” I am excited to read his book and gain even more knowledge from such an amazing person.

Sarah Donley, at the time of this post, is a 3L at Penn State Dickinson Law. She has a BBA in Economics & Finance with minors in Entrepreneurship and Psychology from Shenandoah University. Sarah currently serves as an Articles Editor on the Dickinson Law Review. In May 2023, Sarah will be receiving her J.D. from Penn State Dickinson Law and her LL.M. in European Business Law from Radboud University.

 

 

Sources:

https://darrickrizzo.com/

Links to Rizzo’s “The Option Adoption: A Birth Father’s Journey”:

https://www.barnesandnoble.com/w/the-open-adoption-darrick-c-rizzo/1120371309

www.amazon.com/Open-Adoption-Birth-Fathers-Journey/dp/0578151413

 

International Entrepreneur Parole: A New(ish) Immigration Option for International Entrepreneurs

By: Kate Kuhn

Many international entrepreneurs wish to enter the United States to grow their start-up endeavors. Unfortunately, many existing visa or immigration options do not adapt well to the entrepreneurial context. The International Entrepreneur Parole (IEP) program is an attempt to fill this gap by creating a path for international entrepreneurs to enter and live in the United States if their presence would provide a “significant public benefit.”  This post will introduce the International Entrepreneur Parole Program, discuss IEP program requirements, and weigh considerations for an entrepreneur who may be exploring this option.

What is Parole?

Parole is a type of immigration status that allows an individual to enter the United States. In the IEP context, a grant of parole allows an international entrepreneur to enter the U.S. for a specified period of time to pursue their start-up endeavor. Up to three individual entrepreneurs can apply for IEP based on the same start-up enterprise, assuming all three individually meet the requirements of the program. However, parole isn’t a visa and it doesn’t have a path to permanent residency in the United States.

Once approved, the entrepreneur can enter the United States for 2 ½ years.  It is possible to extend the parole for an additional 2 ½ years, so the total potential parole period is a maximum of five years. The IEP program also allows the entrepreneur’s spouse and children to apply to enter the U.S. as well. The entrepreneur can only work for his or her start-up, however, the entrepreneur’s spouse can apply for permission to work for any employer.

Historical Background

USCIS receives applications for IEP.

In 2014, Congress considered an international entrepreneur visa.  Ultimately, the visa proposal did not succeed.  The Obama Administration then proposed the International Entrepreneur Parole program as an alternative to the visa.  IEP was essentially dormant during the prior presidential administration, with only one individual successfully admitted under the program. The current administration is in the process of reviving the IEP, raising hopes it may soon provide an avenue for entrepreneurs to live and work in the United States.

Qualifications

There are a number of requirements that both the entrepreneur and the start-up must meet in order to be considered for IEP.

The requirements for the applicant are:

      • The applicant must show they play a “central and active role” in their start-up. To have a central and active role, the entrepreneur must demonstrate they are “well positioned to substantially promote the growth and success” of the endeavor.
      • The applicant must have at least a 10% ownership stake. The requirements for the ownership stake are more lenient for re-applications for parole.

The qualifications for the start-up entity are:

      • The start-up entity must have been formed within the past 5 years.
      • The start-up must have received certain qualifying investments or U.S. government grants within the previous 18 months. These investments or grants are meant to demonstrate the start-up’s potential for rapid growth.
      • The start-up’s qualifying investments must come from qualified investors. Qualified investors must be U.S. citizens, permanent residents, or an entity organized under the laws of the United States or any U.S. state. The qualified investors must have a history of making successful and substantial investments in other start-ups.

Considerations

An entrepreneur interested in the IEP program should weigh several aspects of the program.  To be admitted to the United States under IEP, the entrepreneur must be entering the United States from abroad.  That means that an individual who is currently in the United States in another immigration status—such as a student visa—would have to leave the United States and re-enter the country at an airport or border.

Another consideration is that, as mentioned above, parole does not create a path to permanent residency in the United States.  The lack of a path to permanent residency may be a major concern for those who hope to be in the United States long-term to oversee their current or future businesses.  Finally, since the IEP program is very new, the timeline for processing applications is unknown. While United States Citizenship and Immigration Services (USCIS) has provided guidance on IEP, there hasn’t been a significant number of approvals from which to draw guidance for future applicants. As a result, there is uncertainty inherent with an IEP parole application.

Conclusion

Is the International Entrepreneur Program a good option? The hope is that this program will allow entrepreneurs to enter the U.S. to grow their start-ups in such a way that benefits the American public.  Ultimately, the appropriateness of IEP will depend on the individual’s particular circumstances.  There may be other immigration options that are available to the entrepreneur. However, if there are not, the IEP program is one more possibility that did not exist before.  An immigration expert can help to determine if IEP, or any other immigration option, is the best option.

This post has been reproduced with the author’s permission. It was originally authored on February 10, 2022, and can be found here.

Kate Kuhn, at the time of this post, is a third-year law student at Penn State Dickinson Law. She is a member of Penn State Dickinson Law’s Law Review.

 

 

 

Sources:

International Entrepreneur Rule, 80 Fed. Reg. 5238 (Jan. 17, 2017), https://www.govinfo.gov/content/pkg/FR-2017-01-17/pdf/2017-00481.pdf

USCIS, International Entrepreneur Parole (2021), https://www.uscis.gov/humanitarian/humanitarian-parole/international-entrepreneur-parole

Hendrik Pretorius, International Entrepreneur Rule: A Modern Immigration Solution for Tech Startup Founders, Forbes, June 7, 2021, https://www.forbes.com/sites/theyec/2021/06/07/international-entrepreneur-rule-a-modern-immigration-solution-for-tech-startup-founders/?sh=28471068527b

AILA, Entrepreneur Parole Webinar, Dec. 7, 2021, https://agora.aila.org/store/products/view/entrepreneur-parole.

Photo Sources:

https://www.afar.com/magazine/worlds-most-powerful-passports

https://www.uscis.gov

https://www.hok.com/news/2021-07/laguardia-airports-terminal-b-is-worlds-first-to-achieve-leed-v4-gold-certification/

Brian Frye | Featured Entrepreneur | 2022

By: Fredner Prevalus

Professor Brian Frye of the University of Kentucky College of Law is a groundbreaker when it comes to creativity and entrepreneurship. He is an artist, filmmaker, and law professor. We talked about how the combination of art and the law inspires him in his writing, his involvement in NFTs, his podcast, and his entrepreneurial spirit.

 

Act I: Setting the Stage

“It’s conceptual artwork in the form of a law review article.”

Professor Frye obtained his Bachelor of Arts in Cinema Studies with a minor in Philosophy from the University of California at Berkeley in 1995. He later went on to earn a Master of Fine Arts in filmmaking from the San Francisco Art Institute in 1997. He spent several years working on various projects in the independent filmmaking and artistic space before earning his J.D. from the New York University School of Law in 2005. After Professor Frye earned tenure at the University of Kentucky School of Law, he started to unconventionally use his legal scholarship as a medium for conceptual art. This led to the law review article titled “SEC No Action Letter Request.”

The article was a prospectus for the sale of the piece of conceptual art – the piece of conceptual art being the law review article itself.  In it, Professor Frye describes how the artwork/article is also a security under the Howey test and why the SEC should not grant the stated request because it would be permitting the sale of an unregistered security. The clever, thought-provoking, and humorous article caught the attention of many on the internet, including a notable Bloomberg financial columnist who praised the article on its exploration of our understanding of the definition of a security. However, the article/artwork was dismissed as a security because of the overly broad implications and the presumption that no one would purchase it. Essentially, a market for it is non-existent.

Act II: Enter NFTs

“I dreamed up a market and then I woke up and there it was!”

Our conversation quickly moved to a discussion about his latest entrepreneurial endeavor, NFTs.

In the middle of 2020, several months after publishing the abovementioned article, Professor Frye found NFTs.

NFTs, or Non Fungible Tokens, are unique pieces of data that are stored on a digital ledger that are typically represented by intangible goods. NFTs are all the rage right now, as you can see from this chart.

Professor Frye explained that NFTs are essentially “a digital token that gives you nothing.” This is in reference to the traditional legal understanding of property ownership that confers an exclusive bundle of rights to the owner – use, convey, destroy. An owner of an NFT does not necessarily have an exclusive right to the good represented by the NFT and in this sense, ownership is separate from the good. All that one “owns” is the NFT itself.

What is the value of nothing? You would be forgiven if you intuitively answered nothing. However, according to Professor Frye, “nothing” has value. According to recent reports, Professor Frye has earned upwards of roughly $65,000 in the NFT market.

One may reasonably ask, what benefit then is someone receiving through the purchase of an NFT?

One possible benefit is that the purchase is an example of the economic concept of conspicuous consumption. With conspicuous consumption, the benefit or utility of a good – called a Veblen or luxury good – is not necessarily exclusively derived from the good itself, but rather the acquisition of the good, which serves as a signal for one’s status, power, or wealth. In contrast to normal goods, there’s a positive correlation between price/exclusivity and demand for Veblen goods. Another possible benefit is that the purchase is an investment in the potential long-term profitability of the artist and their work. In this sense, it’s not dramatically unlike the purchase of a security, such as shares of stock in a publicly-traded corporation.

Whatever the reasons, Professor Frye found an exciting new home for his conceptual art. A couple of months after creating the NFT for the conceptual artwork “SEC no action Letter Request,” a buyer purchased the NFT for 0.5 eths which is equivalent to $1500. Professor Frye subsequently created “Deodand: How to Do Things with Legal Scholarship,” a law review article that consists of a collection of conceptual art in the form of individual poems or “cones,” that reflect on what it means to do legal scholarship. Deodand was sold for a total of $25,000 on the OpenSea NFT market.

Act III: Reflections and Predictions

“If people are actually invested enough in the production of works of authorship that they want to invest in the producer themselves as opposed to investing in the ownership of particular works, I think that might work. I hope it might work.”

In addition to finding a space where individuals can share in the joy of conceptual artwork, Professor Frye is excited about the educational possibilities in this new arena. As an academic, he argues that there is a responsibility to understand what the market is. In addition to legal scholarship, he explores the market through discussions with participants in his podcast “ipse dixit.” Although not certain about what the future of the new market entails at this early stage, Professor Frye envisions that the market will become a plurality of different markets. Also, through his new article “After Copyright,” he’s hopeful that the new market means that we may be able to “do away with property as a way of incentivizing works of authorship.”

Act IV: Limited Laissez-Faire   

Professor Frye acknowledges that government regulation and oversight can be a good instrument to promote efficiency, safety, and fairness. However, he cautions that short-sighted, uncreative policy-making that lacks sufficient insight and understanding of the new market can potentially be problematic in this space. The prudent approach at this early stage may be to allow the market some room to develop before deciding on the most effective means of placing reasonable safeguards. The process can be informed by taking lessons from self-regulatory practices already being developed by market participants.

Act V: A Look-Back

“I’m a problem solver. I like to solve problems. When I see a problem, I want to solve it no matter how ridiculous the solution is.”

In addition to his recent endeavors in the NFT space, Professor Frye’s curiosity and intellectual creativity have led him to produce a wide variety of significant and influential pieces of work.

For instance, his first published law review article, “The Peculiar Story of United States v. Miller,” was cited by the late justice Antonin Scalia in the landmark SCOTUS majority opinion in District of Columbia v. Heller. The article was also credited by the late Justice John Paul Stevens for influencing his approach in Heller. Moreover, as an independent filmmaker, one of Professor Frye’s most notable pieces of work was co-producing “Our Nixon,” which is an archival documentary highlighting key moments of the Nixon presidency. The film was featured on CNN, screened at numerous film festivals, and won a significant number of film accolades.

Act VI: OFF Stage & Parting Words

“Nothing is stopping you from just innovating in any space you happen to be in, including legal scholarship and producing work that people actually want to consume.”

Outside of his professional and intellectual pursuits, Professor Frye enjoys the simpler things. At home, a typical day might involve waking up late and making breakfast for his wife who is also a law professor, taking the dog for a walk, doing some work in the bathtub, and having dinner with his wife. For up-and-comers, Professor Frye encourages budding legal scholars to pay attention to the needs of the audience and “produce something people actually want to read.” Not enough thought is given to the interest of the audience in legal scholarship. It’s important to consider both the style and substance of a piece of work in order to help maximize its impact.

“I hope, or I wish, people would spend more time thinking creatively about what they’re doing and why they’re doing it and how to maximize the impact of what they’re producing.”

Social Media

Professor Frye’s Twitter: @brianlfrye

Professor Frye’s Podcast: https://shows.acast.com/ipse-dixit

Fredner Prevalus, at the time of this post, is a second-year law student at Penn State Dickinson Law. He is a Haitian-Canadian from Toronto, Canada. He earned his MA in Economics at McMaster University in 2014 and worked as a broker in the financial services industry prior to law school. He is the current Treasurer of the Animal Legal Defense Fund, Student Bar Association Budget Committee Member, Law Lion Ambassador, and is participating as a Leading Law Student with the Carlisle Borough Council. His general interests lay at the intersection of law, economics, business, and finance. His special interest areas are in corporate and antitrust law. 

 

Sources

(1) Newman, Jack. (2021, Oct2). A Law Professor Made $65,000 Selling NFTs. Here’s How. Business Insider. Retrieved November 11, 2021, from https://www.businessinsider.com/law-professor-made-65000-selling-nfts-how-he-did-it-2021-10

(2) Person, & Howcroft, E. (2021, July 6). NFT sales volume surges to $2.5 bln in 2021 First Half. Reuters. Retrieved November 11, 2021, from https://www.reuters.com/technology/nft-sales-volume-          surges-25-bln-2021-first-half-2021-07-05/.

Sean McDonald | Entrepreneur of the Month | June 2021

By: Mari Boyle

It is an honor to introduce Sean McDonald as Dickinson Law’s June Entrepreneur of the Month. Sean McDonald is the founder, President, and Chief Executive Officer of Ocugenix, a therapeutics company developing drugs to treat blindness. He has been described as one of Pittsburgh’s “best-known life sciences executives and serial entrepreneurs” by publications such as the Pittsburgh Business Times. He was recognized as CEO of the Year by the Pittsburgh Technology Council for the impact his innovation and creativity have on his community. McDonald has extensive experience building companies from the ground up and helming healthcare and biotechnology businesses, often leading them through successful capital raising rounds, clinical trials, regulatory compliance, and acquisitions. His passion for innovation within the healthcare industry is evident throughout his career and he possesses the envied ability of “idea execution” or bringing an idea to life. But, before he was a CEO, Sean McDonald was a college student at the University of Pennsylvania studying chemical engineering.

The “I Could do that” Moment

Admittedly, becoming an entrepreneur was not a lifelong dream for Mr. McDonald. In college, he didn’t envision himself as an entrepreneur.  His specialty was in computer engineering and robotics. Rather, McDonald’s light-bulb moment did not come until later, while he was working in robotics at Westinghouse Electric during the day and pursuing an MBA from Carnegie Mellon in the evening. As he put together his ideas of unique ways to apply robotics technologies coupled with his growing understanding of the business side of things, McDonald realized, “hey, I could do that!” And that is a grossly simplified version of how McDonald’s first company, Automated Healthcare was born. Automated Healthcare was a first of its kind company that, by applying robotics to healthcare, allowed for a robotic medication dispensing system for hospitals. Automated Healthcare’s customers include over 700 hospitals such as John Hopkins Hospitals and Sloan Kettering. McDonald would go on to sell his company to McKesson but remained intimately involved as Group President. McDonald later rejoined the start-up world as President and CEO of Precision Therapeutics, a cancer therapy company dedicated to improving outcomes of cancer patients through individualized treatments.

McDonald’s latest venture is as founder, President, and CEO of Ocugenix. McDonald, along with four others, founded Ocugenix to develop therapies for blindness in those over fifty (wet macular degeneration) or with diabetes (diabetic retinopathy).

Finding the right business

McDonald has experience in founding companies based off his own ideas as well as joining and leading new start-ups. But how does an entrepreneur decide what new idea to back? McDonald recognizes the multitude of ideas there are in the world with potentially more ideas today than ever before. In deciding whether to join, build, or lead a new business, McDonald looks for ideas that capture his imagination.

“You have to be personally excited about the opportunity, because it can take years to get off the ground and the founders may be the only true believers in the business.”

Raising capital in biotech

McDonald has extensive experience in raising significant amounts of venture capital for healthcare and biotechnology companies. McDonald finds that one of the challenges in raising capital, particularly for biotechnology companies, is the difficulty in valuing the company, particularly in its early stages. This is because if the drug the company is developing works, the company can be worth billions. But, if it doesn’t, then it’s worth nothing. McDonald believes that what makes for a successful capital raising round is understanding how an investor thinks and anticipating how they will view the business opportunity. This requires an understanding of the associated risk and the projected timeline, looking at other companies doing similar work, and communicating your vision effectively.

The Entrepreneurial Mindset

There are countless skills that could aid a potential entrepreneur in being successful. But if McDonald had to narrow it down to three, they would be:

      • Relentlessness
      • The ability to communicate complex ideas to people in a straightforward manner; and
      • A willingness to be honest with yourself. Self-reflection is key. A successful entrepreneur has honest, internal conversations about refining their idea or approach and potentially recognizing when something is just a bad idea.

McDonald’s advice to those with an entrepreneurial mindset is to learn something really well. The best ideas, McDonald believes, come from those with expertise in a small or specialized area because that is often the area that a big company will miss. Additionally, he advises, don’t be afraid to work for someone. Just because you want to be an entrepreneur does not mean you shouldn’t have the experience of working for someone else. This experience allows you to gain insight into how decisions are made, good and bad. It could potentially lead you to your “I could do that” moment as it did for Sean McDonald.

Mari Boyle, at the time of this post, is a recent graduate of Penn State Dickinson Law. She is interested in corporate and business litigation and graduated with a certificate in Entrepreneurship Law.  Mari served as president of the Business Law Society, Senior Editor to the Dickinson Law Review, and was a member of the Moot Court Appellate Advocacy team. After graduation, Mari will begin her legal career as a judicial law clerk at the Delaware Superior Court.

Photo Sources

https://www.bizjournals.com/pittsburgh/news/2017/06/21/personalities-of-pittsburgh-sean-mcdonald.html

https://ocugenix.com.

Customers with Disabilities and You

By: Bryan Gogg

Today I will address how to best accommodate customers with different types of disabilities.  I will be taking into consideration areas in which there is clear guidance from the government, as well as areas in which there is only guidance from individuals with disabilities themselves.

The Law and You

Most likely your small business has to be Americans with Disabilities Act (ADA) compliant with Title III, which covers who you serve, and possibly with Title I, which covers who you hire (which I do not plan to go into detail about here).  Title III covers, “any place of public accommodation by any person who owns, leases (or leases to), or operates a place of public accommodation.”  This language has been read to cover everything except some private clubs and religious institutions.

However, even if you don’t have to comply with the ADA, you should still want to.  There are millions of people in America, and a good percentage of people in your area, with disabilities.  These people with disabilities go shopping just like everyone else.  Thus, by making your place of business and your business website accessible, you will be increasing your customer pool a great deal.

The Place of Business

ADA guidelines, last released in 2010, cover several ways to easily make your business more disability-friendly.  These primarily address physical disabilities, deafness, and blindness.  These don’t include some other disabilities such as autism, but I will speak more about that later.

One of the simplest things to do is to go around your place of business and imagine what it would be like for someone in a wheelchair to get around your business.  Are all the aisles wide enough?  Is there enough room to turn the corners?  Can they reach everything they might want to buy?  Is there a way for them to easily check out?  If you have a bathroom, can they get into and out of it easily?  If not, think of ways to make your place more accessible.

Other issues to consider have to do with other disabilities.  Is there a way for people with certain disabilities to speak to you, such as with a pencil and paper or with communication devices?  Does your business accommodate service dogs?  Do you have enough handicapped-accessible parking spots (generally the rule is one accessible parking spot for every 25 total parking spots)?  These are the sorts of questions you should ask when trying to make your place of business ADA compliant.  More suggestions can be found here.

Website and ADA

When it comes to business websites, the law is messy, to say the least.  Some courts have said that a website needs to be attached to an actual business, some courts have said all websites count, some courts have yet to rule on this, and of course, the Supreme Court has yet to address it at all.  While the government did release some guidelines, these are only guidelines state and local governments must follow, and they are more than a decade old, so not that useful to a business owner like yourself.

Instead, what has generally become the accepted standard for private businesses is the Web Content Accessibility Guidelines (WCAG).  These guidelines were created by a private consortium but have generally been recommended by courts in settlements about websites, and therefore are likely what you should follow when developing your own website.

There are some simple things you can do to make sure you are meeting these guidelines.  For one, if you have pictures on your website, make sure to describe what the picture is conveying in the text below (text to speech software used by those with visual problems can translate the text but not the picture).  Another example is not having audio play for too long as it can interfere with other software.  More suggestions can be found here.

What ADA Does Not Address

One thing that ADA guidelines fail to cover (which I hope it will cover soon), that I feel is important to cover here, is accommodating people with autism and other sensory disabilities.  Autism affects millions of children and adults here in America today.  Those are millions of potential customers that all need things too.  Autistic people need stores to be mindful of  sensory issues.  Loud sounds, smells, crowds, etc., will all make autistic people not want to visit your store.

For some stores, that might be hard to manage.  If for example, you run a store that sells coffee, you might have a hard time running a store that does not lead to sensory overload.  However, many stores can manage these issues by just having less clutter, sensory hours (one hour a week where you limit customers), not having lights so bright, less overloading websites, and other small things.  Look at your business and see if there is anything you can do to help.  In addition to that, if there is no way to avoid sensory overload in your store, having a way for people to not have to enter your store such as curbside shopping, might be a good idea.

Below is a good example of what becoming overstimulated is often like, while this involves a child, adults can and often do experience much of the same thing (even if they have developed coping strategies over the years):

This post has been reproduced with the author’s permission. It was originally authored on March 29, 2021, and can be found here.

 

Sources:

https://www.ada.gov/smbusgd.pdf

The Muddy Waters of ADA Website Compliance May Become Less Murky in 2019

Photo Sources:

https://www.ada.gov/business/retail_access.htm

https://www.aruma.com.au/about-us/blog/6-facts-about-sensory-hypersensitivity

Video Sources: 

https://www.youtube.com/watch?v=aPknwW8mPAM

Angela Merendino | Entrepreneur of the Month | May 2021

By: Mari Boyle

“Connect to your Foundation” is the mantra of Angela Merendino’s yoga studio, Red Brick Yoga, LLC. This mantra guided Angela, or as her friends call her “Ange,” as she created Red Brick. Navigating a difficult time in her own life, Ange had a simple yet profound goal – to help others. She wanted to create a safe haven where people could come together, escape the stressors of daily life, and heal mentally and physically through yoga practice. Ange’s innovative yoga studio quickly gained popularity and developed a loyal, close-knit community, winning the 2020 Best of the Best Award for Best Yoga Studio in Westmoreland County, Pennsylvania. Amidst COVID-19’s impact, Ange was able to successfully transition her company during the pandemic. Despite being forced to practice yoga remotely, Ange’s animated personality and unrivaled determination maintained the Red Brick community’s connectedness, allowing her company to evolve and thrive.

Ange’s Journey to Red Brick Yoga

Two things are indisputable about Ange: her independence and her natural ability to teach. The combination of the two make for a terrific entrepreneur. While Ange always knew she wanted to start her own company, she never could have guessed as a graphic design major at Seton Hill University, that her company would be a yoga studio.

Red Brick Yoga was not Ange’s first business. Prior to Red Brick, Ange worked as a graphic designer for Kennametal, an industrial materials supplier. After working for Kennametal for roughly fifteen years, Ange began her own freelance graphic design business. However, a tumultuous 2008 forced her company to hit the backburner. Following the fiscal crises of 2008, Ange lost a significant amount of business. In addition, Ange was raising her son while also caring for her mother whose illness was taking its toll.

During this difficult time, it was Ange’s yoga practice that helped her stay strong for those she was caring for. She frequently practiced yoga with a close friend and eventually completed her yoga teacher training. Ange and her friend hoped to someday own their own yoga studio which they would lead together. Unfortunately, within the same year, Ange lost her mother and her close friend. It was then that Ange decided she would open her own yoga studio, and thus, Red Brick Yoga was born.

An Undeniable Entrepreneurial Spirit

Ange has an undeniable entrepreneurial spirit. She is a self-starter, refuses to quit or give up, and has a creative and innovative vision. When Ange created Red Brick Yoga, she didn’t just create another yoga studio. She invested in infra-red lights for her studios to add additional health benefits for yoga practice. She created unique programs like “Red Brick Rocks” featuring good music, beer, and a chance for people to interact after class. She partnered with other local businesses to provide events outside of her own yoga studio. This commitment to community is evident in Red Brick’s loyal, close-knit clientele.

Connecting to Your Foundation…Remotely

COVID-19 forced businesses across industries to reassess how they operate. Red Brick Yoga was no exception. But, navigating this period of uncertainty, Ange saw a unique opportunity for her business. For some time prior to the pandemic, Ange wanted to establish a greater online presence for Red Brick Yoga. When COVID-19 restrictions made in-person yoga classes impossible, Ange immediately began exploring a new path – virtual yoga. Despite being remote, Ange found a way to stay true to Red Brick Yoga’s mantra of connectedness. Ange kept the Red Brick Yoga community connected through social media, videos, and other methods of communication. She started teaching her classes via Zoom, allowing those in her classes to practice yoga from the comfort of their own home. Recently, she began an on-demand yoga series full of pre-recorded yoga classes that can be taken at any time. She has also implemented outdoor yoga retreats allowing participants to have a deeper experience in their yoga practice.

Ange also maintained her genuine commitment to her community by collaborating with other local businesses to support one another during this turbulent time. It is a testament to Ange and the company she created, Red Brick Yoga, that her community is able to remain so well-connected despite being unable to practice in a studio together.

Ange’s Keys to Success

“Do what you say you are going to do and do it well” is one of Ange’s entrepreneurial mottos.

Ange’s success is in large part due to her commitment to hard work, consistency, and going the extra mile. When you start a business, you are never “off the clock.” You are always thinking about your business and your work hours feel endless. Thus, being an entrepreneur requires fortitude, dedication, persistence, and a lot of sweat equity.

Her advice to aspiring entrepreneurs is to not start a business solely based on passion. While passion is integral, owning a business requires wearing many different hats. Some days you are going to love the hat you wear and other days you will hate it. Ange is not afraid to admit that there were some tough days where she didn’t want to be a business owner. But to be a successful entrepreneur, “you have got to stick with it.” What keeps Ange going is remembering the difference she can make in other people’s lives and in her community. Speaking from personal experience, Ange warns aspiring entrepreneurs to not think you can do it completely on your own. As someone who is inherently independent, Ange wanted to build her business herself. However, talking with friends, other small business owners, and members of the community can be a great way to build a strong foundation for your business.

“Listen to their advice but still have your own vision” Ange advises. “Oh – and get a good accountant, banker, and lawyer!”

Mari Boyle, at the time of this post, is a third-year law student at Penn State Dickinson Law. She is interested in corporate and business litigation and will graduate with a certificate in Entrepreneurship Law.  Mari serves as president of the Business Law Society, Senior Editor to the Dickinson Law Review, and is a member of the Moot Court Appellate Advocacy team. Upon graduation, Mari will begin her legal career as a judicial law clerk at the Delaware Superior Court.

 

Entrepreneurs and Attorneys: Communication in the Midst of High Stakes

By: Anne Horissian

As attorneys, effective communication with a client, or lack thereof, can make a huge difference in representation. In my experience as a law student interning in public interest law, the recognition that clients are often experiencing trauma in their lives when they seek legal counsel is important when approaching their cases. A client’s mental health and emotional state can be key pieces to the puzzle of representation, and can particularly impact communication. However, this dynamic is not limited to tumultuous custody battles or contentious divorces. Anytime a person is experiencing stress, it can be expected that such stress will impact their ability to articulate and understand communications.

An article titled Communication Under Stress explains, “The process of forming speech is actually quite complex…while this process is generally smooth under normal circumstances, stress and duress can significantly interfere with the process… When it comes to getting your words out and even how you interpret the words of others, your mental and emotional state is quite significant.” Put simply, stress complicates communication.

Although a hyperbolic juxtaposition of legal specialties may consider representing an entrepreneur to be “only about money,” or in some way a field where client emotions play less of a role than others, the stakes to the entrepreneurial client often also require an awareness of their mental health to adequately represent their interests.  As Kerri Nottingham writes, “Certain legal entanglements are overtly stressful – being sued, being the victim of a crime, being responsible for high-stakes contract negotiations – but even seemingly ordinary tasks with very low levels of complexity can induce negative mental health outcomes for some clients.” Simply meeting with an attorney can cause stress for some clients, and if the client is already facing many stressors, it is important as an attorney to recognize this and the obstacles it may present.

The stress and high stakes for many entrepreneurs correlate with mental health outcomes. A Forbes article by Dan Murray-Serter, Why Entrepreneurs Need to Talk about their Mental Health, discusses a study by the National Institute of Mental Health which found that “72% of entrepreneurs are directly or indirectly affected by mental health issues compared to just 48% of non-entrepreneurs.” Despite all the confidences presented by an entrepreneurial client, they may be struggling. As an attorney, it is not only important but also potentially required by the Model Rules of Professional Conduct, to be aware of such considerations.

ABA Model Rule of Professional Conduct 1.4 lays out some very basic rules for communications between an attorney and their client. Among these, 1.4(b) maintains that “A lawyer shall explain a matter to the extent reasonably necessary to permit the client to make informed decisions regarding the representation.” This rule requires that attorneys explain legal matters so that a client can make informed decisions. Even without a formal mental health diagnosis or questions of capacity, the client’s mental health or emotional state may need to be considered while explaining legal options.

One specific example to consider is imposter syndrome. Ann Vertel has written in this area.

“Imposter syndrome is real. It tends to affect high-achievers more than any other psychographic — especially women — and includes creatives like inventors, founders and entrepreneurs. When it hits new business owners, the effects are both subtle and powerful, causing them to doubt their accomplishments and preventing them from taking necessary risks.”

While the role of the legal profession is not to provide mental health services to clients, recognizing potential obstacles for clients, such as imposter syndrome, can help when explaining legal options for their business. Especially in difficult times, such as now, when 43% of businesses have closed at some point largely due to COVID-19, an entrepreneur needs an attorney who can explain complicated legal options through the stress and pressure so that those business owners can make an informed decision. (The impact of COVID-19 on small business outcomes and expectations | PNAS). One article discusses that even when an attorney cannot alleviate a client’s stress, they can help not add to it by practicing clear communication, setting expectations, practicing responsiveness, and having a welcoming environment. (Seven Ways Lawyers Can Reduce Clients’ Stress – Attorney at Work).

No matter how much money a client has, it is always a good idea to know a mental health services provider in your area that you can tell a client about if their specific situation potentially necessitates such resources.

In conclusion, practicing with an awareness of the client as a whole is important in all fields of law, and can have potential consequences ethically and legally as an attorney. While being an entrepreneur can be difficult, it is also important to remember that work is often an exciting passion for that client and that an awareness of these issues does not mean walking on eggshells or coddling a client; rather, it means overcoming the communication obstacles presented by mental health and emotional challenges, enabling the client to pursue their goals with a full understanding of their options, and sorting through and simplifying the legal stresses of their passion.

Inspired by my peer reviewer, Aaron Holland’s key takeaway section…

Key takeaways for entrepreneurs: Being an entrepreneur can be exciting and fulfilling…it can also be very stressful and correlates with mental health challenges. Take care to reach out to a healthcare professional as needed and if you don’t understand something that your attorney explains, always ask for clarification. Not only is this important for you as a person, but also can have drastic impacts on the success of your business!

Key takeaways for attorneys: Don’t assume your entrepreneurial client is an emotionally void case – the stakes can be extremely high for the entrepreneurial client, and it is your ethical duty to explain things so that they understand their options. Make sure you are keeping your client informed and updated effectively, and be aware that no matter how sophisticated a client may be, mental health and stress can pose a barrier to communication with anyone.

Not a lawyer,

Anne

This post has been reproduced with the author’s permission. It was originally authored on March 28, 2021, and can be found here.

Anne Horissian, at the time of this post, is a third-year law student at Penn State Dickinson Law. She is from a big family in the very small town of Meadowview in Southwest Virginia. She will graduate with a JD and certificate in Health Law in May 2021.

 

 

Sources:

Bartik, Alexander W., et al. “The Impact of COVID-19 on Small Business Outcomes and Expectations.” PNAS, National Academy of Sciences, 28 July 2020, www.pnas.org/content/117/30/17656.

“Communication under Stress.” HPRC, www.hprc-online.org/social-fitness/teams-leadership/communication-under-stress.

Murray-Serter, Dan. “Why Entrepreneurs Need To Talk About Their Mental Health.” Forbes, Forbes Magazine, 9 Oct. 2020, www.forbes.com/sites/danmurrayserter/2020/10/04/why-entrepreneurs-need-to-talk-about-their-mental-health/.

Nottingham, Kerri. “Lawyers as Counselors: Preparing Law Students and Practitioners to Face Clients’ Mental Health Concerns.” Campbell Law Observer, 15 June 2019, campbelllawobserver.com/lawyers-as-counselors-preparing-law-students-and-practitioners-to-face-clients-mental-health-concerns/.

“Rule 1.4: Communications.” American Bar Association, www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_4_communications/.

“Seven Ways Lawyers Can Reduce Clients’ Stress.” Attorney at Work, 24 June 2019, www.attorneyatwork.com/seven-ways-lawyers-reduce-clients-stress/.

Vertel, Ann. “Don’t Let Imposter Syndrome Derail Your Business.” Entrepreneur, Entrepreneur, 11 Sept. 2019, www.entrepreneur.com/article/337342.

Julian Brodsky | Entrepreneur of the Month | August 2020

By: Rachel Tunney

Pennsylvania. It’s known for deep history and a creature’s shadow. It’s the home of the Liberty Bell and Hershey Park, the Philly cheesesteak, and trees of the Appalachian. But did you know that Pennsylvania also has deep roots in an industry that changed forever our connectivity with one another?

The cable system.

And that’s because part of the cable system’s history involves Pennsylvania’s own Julian Brodsky:  Co-founder, Previous Chief Financial Officer, Director and Vice Chairman of Comcast Corporation, a company incorporated right here in Pennsylvania. What started off in a 700 sq. foot space soon became the journey of a lifetime for Julian Brodsky.

Raised in Philadelphia and a graduate of the Wharton School of the University of Pennsylvania, Julian served in the United States Army before becoming an accountant. When he started accounting, he met among his many clients Ralph J. Roberts. In 1963, Roberts would persuade both Julian and Daniel Aaron to join him in purchasing a 1,200-subscriber cable TV operator. That creation was known first as American Cable Systems but was incorporated in 1969 as Comcast Corporation. (Fun fact: “Comcast” is a combination of “communications and broadcasting.”) Julian’s role as Chief Financial Officer of Comcast led to financial expertise in capital markets, accounting, and tax matters. At various times, he oversaw merger and acquisition efforts, international development and expansion, in addition to accounting activities, administration, and shareholder relations. He also founded and served as CEO of Comcast Ventures, which conducted Comcast venture capital activities.

Julian was elected to the Pennsylvania Cable and National Cable Halls of Fame and received the National Cable Television Association’s Distinguished Vanguard Award. He currently serves as a trustee of the Philadelphia Museum of Art as well as of the Philadelphia Chamber of Music Society. Julian is a director of the RBB Fund, Inc., and he has served on the boards of numerous public companies as well as many not-for-profit organizations over the years. 

A quick note: I’m certainly not the first to have had the incredible opportunity to speak with Julian. Here’s a link to The Hauser Oral and Video History Collection from The Cable Center for those interested in a deep-dive of Comcast Corporation and Julian Brodsky’s part in it. Last year, Kevin Chemidlin did a podcast on Julian which can be found here.  I focused my interview on extracting his best wisdom for young, budding entrepreneurs and the lawyers that want to serve them.

how do you spell success? r-e-s-p-e-c-t 

One aspect of Comcast’s history that fascinated me was its embracement of team throughout every transaction, milestone, and challenge. As someone who had over eleven different roommates in a given year while living in NYC, the knowledge that three individuals could work so well together for so long was… shocking. I asked him, how did you do it? What was it that solidified teamwork as a core concept of Comcast’s history and reputation?

“Respect. Respect for the abilities. Respect for the integrity. That we actually liked each other made that all the easier.”

Comcast’s founders – Ralph Roberts (left), Julian Brodsky (right), and Daniel Aaron – at a Comcast facility in Northeast Philadelphia in the late 1980s or early 1990s. Image from Philadelphia Inquirer.

Respect. Now I could understand how that could work. But certainly, I thought, respect was easy with three talented men always on the same page. However, in the same breath, Julian laughs. He recalls how he and Dan Aaron never saw eye-to-eye, constantly fighting over everything in the business.

A famous allegory, (I say famous because the image is on the internet) describes the management of Comcast as three men driving a car. Julian has his foot on the pedal. Dan Aaron, working in operations, and terrified of Julian beside him, has his foot on the brakes. And Ralph, “calm as can be” has his hands on the wheel, staying the course. Julian points out how unique the setup was: the allegory is a traditional role-reversal. As the financial guy, Julian says normally he would be seen as “Dr. No” while Dan would be working on creative solutions. But this CFO was not risk-averse in the slightest.

“We were so different that way. But of all the business experiences, being partners with them and all we did was one of the joys of my life.”

Inevitable disagreement between Dan and Julian was part of what worked for the company. And because the two respected each other, in the end, this crucible managed by Ralph yielded great results and was never enough to weaken the team.

lawyers, what does your client want? for you to understand them

Interested in working as a lawyer for entrepreneurs? I asked Julian what sort of attributes in a lawyer are best for business. He was quick to mention the following:

  1. Be Bright
  2. Be Knowledgeable
  3. Be Experienced

And the best trait for a lawyer to have is the ability and desire to understand their client. You need to know, Julian states, what that client is capable of doing and NOT capable of doing.

He said that in its industry, the Comcast team was known as “control freaks.” Julian stated that deals wouldn’t be made unless they had control of them, and the team lost a lot of deals because of this. Therefore, he stated, Comcast needed lawyers who were clever enough to give them the control they so desired while also, somehow, getting the deal done.

 “You have to understand what your client is willing to do. And it may or may not make sense.”

He says it is important to understand the sophistication of your client’s world. For instance, what is the culture behind the negotiations and deals that are being made? He described how an inexperienced entrepreneur may assume that a “junkyard dog” style lawyer could land her the best deals. But if that entrepreneur had been attempting to work with Comcast, the deals would have been lost. Because that wasn’t the way the company operated.

proudest moments: the entrepreneurial spirit of Comcast and passing the torch 

It is clear that in his career, Julian is proud of two things: (1) Comcast’s creation and (2) Comcast’s future. Before becoming the corporation we know today, Comcast started out in a 700 sq. foot room with used furniture: $5 for a chair and $10 for a desk. To save even more money, Julian forewent the purchased furniture, bringing in his own card table from home.

“We built this enormous company – based on true entrepreneurial spirit – taking all kinds of risk along the way. But thinking it through and putting in hard work and ability and getting it done.”

Comcast also achieved one of the hardest things a company can: moving from the generation of the founders/entrepreneurs to the next generation of professional management. And not only did Comcast achieve it, it excelled at it. You can hear the smile in Julian’s voice as he told me about Brian Roberts, the son of Ralph Roberts, and his team, “one of the great stories of American business.” Brian, the current Chairman of the Board, President, and Chief Executive Officer of Comcast, worked in all areas of the business at a time when he could use the three co-founders as mentors as well as a safety net. Julian believes Brian is one of the most incredible CEOs of the country if not the world.

 “We all learned to bite our tongue, encourage, and Brian just pulled up one miracle after another.”

Brodsky: business, philanthropy, and family

Julian has quite a reputation as a philanthropist as well. He enjoys having the opportunity to give back, and that trait is found in his entire family. His wife and three daughters love supporting their own individual interests. It keeps the family together, he said and allows them to invest in areas that mean the most. Julian and his wife overlap in their appreciation for music and the arts. In fact, his second date with her involved the opera.

When I asked Julian, what allowed him to achieve success while also having a family, he was quick to credit his wife. You can hear the admiration he has for her, as he describes her unwavering support for him while he worked very long hours and sometimes seven days a week. He acknowledged that it was a burden on her “which she handled magnificently.”

entrepreneurs: say it with me- Mentorship, mentorship, mentorship

Penn State Dickinson Law’s Inside Entrepreneurship Law Blog sees such variety in its selected Entrepreneurs of the Month. However, there are certain themes that repeat themselves in almost every interview. And one of those is the importance of mentorship. That theme is no different here. Julian indeed credits the development of his core values to close mentorships. At one point, he began to work on public companies that were subject to regulation by the Securities and Exchange Commission (“S.E.C.”). He was growing concerned that with this new complexity that he may do something wrong. But someone passed along wisdom during that time that stayed with him for life:

“I suggest you do whatever you think is right. If you can judge between right and wrong, as I know you can, rest assured the law will take care of you.”

Good advice, indeed. (Side note: This came from Abraham Freedman– the United States Third Circuit Judge from 1964 to 1971.)

This notion of doing what he believed was “right,” Julian said, put him in a difficult position, particularly with his partners. That “right” way of thinking found its way into analyzing Comcast’s securities disclosures, finances, and loans.  His team, quite seriously, asked him one day if his “Boy Scout ways” were putting Comcast at a disadvantage. Julian answered honestly: Yes. No question about it, but only in the short run. Comcast would lose deals and opportunities to other companies. And Comcast may be viewed negatively due to conservative accounting. But, he said, for the long haul, Comcast would instead have such integrity, such credibility, and such a reputation, that things would be okay.

And, I think we can all agree, he was most certainly right.

just a side note… be careful and mind your voir dire! 

One comical tale made me laugh perhaps even more than the average individual because it involved a topic discussed in my Advocacy I class. Julian recounted his first time in a courtroom- serving jury duty. Yes, that was his first time in a courtroom. See, Julian mentioned that even after becoming a public corporation, there was a surprising lack of litigation involving Comcast. From a business standpoint, no one wants the fate of their business affairs to be in the hands of a jury or a judge. For that reason, negotiating solutions to business problems was imperative to avoid litigation.

 “That was part of our style. That’s who we were. We avoided it. We tried to do things right.”

The morning of jury selection, Julian was excited, looking forward to serving jury duty on a complex commercial litigation case. And during selection, the judge had asked those there if anything would hinder their ability to serve. Julian spoke up (honestly, as always):

“I don’t know if it’s relevant or not, but I really have this thing for the plaintiff’s bar.” (It’s true. He really, really does not like the plaintiff’s bar.)

He was asked if his views would prevent him from being fair in his verdict, to which of course he said they would not. As fate would have it, he not only stayed on the medical malpractice case, he became the jury’s foreman! Julian said it was a pretty ridiculous case (it involved someone accused of failing to clip a toenail properly) and after an overwhelming defense, the jury was told that if they didn’t have a verdict within fifteen minutes, they would have to come back the following week. Back in the jury room, Julian said to his fellow jurors, “Does anyone think this guy should get a nickel?” Silenced ensued, to which he responded, “Hearing nothing, we’re out of here!” Six minutes later, they were back in.

“And that was the end of that.”

Rachel Tunney, at the time of this post, is a rising 3L at Penn State Dickinson Law. Formerly a professional New York City dancer/singer, Rachel now is interested in corporate litigation and has accepted a clerkship in the Delaware Superior Court for after graduation. Rachel currently serves as the Dickinson Law Student Representative for the Pennsylvania Bar Association and is a Comments Editor of the Dickinson Law Review. She is also Professor Prince’s Research Assistant, a position she enjoys immensely.

Photo Sources:

https://www.inquirer.com/philly/business/20110501_On_eve_of_his_departing__Comcast_s_Brodsky_looks_back_at_the_many_wins.html