Articles by Antone Johnson

Copywrong: Brilliant, Disruptive, Illegal Business Plans

Entrepreneurs tend to focus on opportunity rather than risk, and rightly so.  As Steve Blank has written, at its core, a startup is an organization formed to search for a repeatable and scalable business model.  In the lexicon of the lean startup movement, once “product-market fit” has been achieved, the focus shifts to scale and execution as the startup matures into a growth company.

In a sense, risk and opportunity are two sides of the same coin to early stage startups.  The huge risk that eclipses all others is that the product or service being offered simply won’t succeed — there is no product-market fit, at least at numbers that would make for a financially viable business — in which case (assuming competent execution) the perceived opportunity, viewed broadly, wasn’t really there to begin with. Read more

Antone Johnson , Founding Principal, Bottom Line Law Group
May 3rd, 2012 3

When Good Legal Advice Is Worth $10 Million An Hour

One of the highest profile liquidity events to date in 2012 is Facebook’s announced deal to acquire Instagram for $1 billion.  The popular mobile photo-sharing service should fit well into Facebook’s growth strategy as a soon-to-be-public company, but its eye-popping valuation — more than that of the New York Times, for those keeping score at home — is made more extraordinary by the fact that Instagram is run by only 13 employees.

Setting aside questions of unique strategic value for the moment, what could possibly make Instagram worth ten figures?  Brand recognition, goodwill, user loyalty, mushrooming usage metrics, sure — but perhaps most importantly, a mountain of intellectual property.  My quick-and-dirty assessment, based on pure speculation with no inside knowledge, produced the following taxonomy: Read more

Antone Johnson , Founding Principal, Bottom Line Law Group
April 12th, 2012 0

Crowdfunding Back On Track — As Milk Train, Not TGV

Last week I penned an in-depth critique of the portion of the JOBS Act seeking to legalize crowdfunding in the United States.  The bill, which may have more to do with political grandstanding in an election year than with actual job creation, was approved by a strong bipartisan majority in the House of Representatives. As I argued last week, the version of the JOBS Act approved by the House is a bold experiment in targeted radical deregulation of financial markets on the heels of one of the worst economic disasters in American history — itself attributable to deregulation with inadequate oversight — while the asthmatic U.S. economic recovery wheezes and stumbles through the smoldering wreckage of once mighty financial institutions. Read more

Antone Johnson , Founding Principal, Bottom Line Law Group
April 2nd, 2012 0

The Great Crowdfunding Train Wreck of 2013

The verb “to disrupt” in all its forms is rightly popular in the startup world.  To many entrepreneurs, few things are as personally satisfying (or as lucrative) as disrupting an entrenched, complacent, monopolistic, inefficient or stagnant market in ways that often empower consumers and producers alike.  Consumer Internet and mobile technology businesses continue to be rife with opportunities for disruption.

On March 8, 2012, the U.S. House of Representatives passed the JOBS Act, becoming the subject of much chatter at this year’s South by Southwest Interactive (SXSW) conference that began the following day.  This bill is the latest in a series of efforts and initiatives in recent years intended to disrupt the traditional methods and markets for investment in, and capitalization of, emerging growth businesses.  Boosters can be found all over the Web proclaiming a nascent crowdfunding revolution that will ensure prosperity for entrepreneurs and mom-and-pop investors alike. Read more

Nickel-and-Dimed to Life: Franchise Tax, Registered Agents and Filing Fees

Early stage startups understandably seek to minimize corporate overhead and devote every penny to customer development, engineering, marketing and so forth.  Nevertheless, if you want or need the benefits of a business entity such as a corporation or LLC, there are some unavoidable expenses associated with their “care and feeding.”  (Legal expenses are outside the scope of this post; my “manifesto” on the subject can be found at Quora.)

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Antone Johnson , Founding Principal, Bottom Line Law Group
February 23rd, 2012 1

Heart-Attack Tax Season for Delaware Startups

It’s that time of year again:  Tax season.  In addition to the headache of personal income taxes, entrepreneurs have to deal with business taxes.  Around this time each year, as sure as the sunrise, I get calls and messages from irate founders of new startups who received franchise tax bills from the State of Delaware for an insane amount like $75,000.  Why on earth would startup lawyers like me recommend that new companies incorporate in Delaware if they’re going to get fleeced by the tax collector? Read more

Antone Johnson , Founding Principal, Bottom Line Law Group
February 15th, 2012 1

Veering Off the Beaten Path Into Murky Legal Waters

Path, a high-profile San Francisco social media startup, ignited a firestorm this week with the revelation that its mobile application uploads users’ entire iPhone address books to the company’s servers without their knowledge or permission.  The practice, discovered by Singapore developer Arun Thampi, provoked outrage within the user community and was broadly condemned by the tech business press.  Jon Mitchell at ReadWriteWeb wrote that the upshot of Path CEO Dave Morin’s initial response was We did it first, and we’ll ask you for permission in a little while.”  The company quickly apologized on its corporate blog and, as I write this, plans to push out an updated version of the iPhone app to quell users’ privacy concerns. Read more

Antone Johnson , Founding Principal, Bottom Line Law Group
February 9th, 2012 5