\r\n U32 \u2013 We\u2019re talking about Risk and Examples of How to Identify it\r\n0:04\r\nHello everyone, this is John Jay. Thanks for joining.\r\n0:07\r\nAs I think you see, my notes over there, as to what we\u2019re going to be discussing.\r\n0:10\r\nIt may not be the most compelling subject, But I think you\u2019re gonna f… <\/div>\r\n
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U32 \u2013 We\u2019re talking about Risk and Examples of How to Identify it
\n0:04
\nHello everyone, this is John Jay. Thanks for joining.
\n0:07
\nAs I think you see, my notes over there, as to what we\u2019re going to be discussing.
\n0:10
\nIt may not be the most compelling subject, But I think you\u2019re gonna find it is useful, and it\u2019s the kind of thing I like to share with people with clients that are in similar situations. I\u2019m an entrepreneur, so when I talk to people, I assume they\u2019re going to be doing something like an entrepreneur.
\n0:25
\nAnd so, a lot of the things I share with them, has to do with being effective at managing risk. And I know these are things like I came up with over the years. I\u2019m not an official risk management risk manager. Like you would have in a mid-level type business. Obviously, most of the assets or cash flows that I\u2019ve worked with over the years are for under $5 million annual income. So, just so you know where I\u2019m coming from, but I\u2019m going to share with you a couple concepts.
\n0:51
\nAnd some of you, I\u2019m sure have heard some of these before.
\n0:55
\nBut I\u2019m just going to, you know, put it all together for the purposes of this video. So, before I do that, I just wanted to mention, if you want to see more content, you can look at \u2026 dot com, you can also see videos.
\n1:07
\nI do publish some videos once in a while.
\n1:10
\nSome short videos on the privacy bite channel on YouTube.
\n1:15
\nAnd the name of that channel is Privacy. Fights just one word, privacy fight. You can also look at the video membership. It\u2019s privacy, fight dot IO.
\n1:23
\nMy content, all of my content, as much as I can possibly put up there, I\u2019m putting up there right now.
\n1:28
\nSo, that way, like, it may answer relieve a lot of your concerns as to whether or not if I\u2019m maybe available in the next year or so.
\n1:35
\nI intend to be, but a lot of my content is expected to be on this video membership, and may already be there.
\n1:43
\nAnd I\u2019ve got three different levels, for, I think most of our discussion is going to be in the ultimate level, the third level.
\n1:51
\nBecause we\u2019re, we\u2019re dealing with managing risk going forward, and planning for windfalls, and new cash flow. So, that\u2019s what mostly these calls that I do on Thursday evening are going to be about.
\n2:02
\nSo anyways, Bear with me, OK. This is going to be about risk.
\n2:06
\nAnd so I\u2019m gonna start with a couple of examples here, And I\u2019m gonna walk through it, And I want that my purpose here is to get you to learn how to identify risk. Because if you, If you want to take $10000 or $10 million, or $100 million, And put it somewhere.
\n2:20
\nI want you to just think first, how to identify risk and then a lot of times You can identify risk and make money with it.
\n2:28
\nBut at the same time, there\u2019s some very simple things and you know, I think my motivation for doing this is because a lot of people have are in situations because they relied upon people who They didn\u2019t even realize we\u2019re not risk.
\n2:41
\nManagers like attornies, those people are not risk managers, they\u2019re not even they can even market their own businesses. I mean, these guys are just They bill by the hour. That\u2019s all they know.
\n2:51
\nAnd accountants, you know, they have their role there. I would say a lot of them are experts at accounting. That\u2019s great. We need them.
\n2:58
\nBut, for the most part, if you\u2019re running a business or managing an asset, there\u2019s a different level of expertise that\u2019s needed and when you need certain trade secret, let\u2019s say information, or you need a way to manage risk, who do you talk to?
\n3:14
\nIt\u2019s not going to be The financial planner at the bank is not going to be a risk manager.
\n3:18
\nIt\u2019s going to be someone who\u2019s actually done what you\u2019re about to do. It\u2019s going to be another entrepreneur, It\u2019s going to be another investor.
\n3:26
\nSo, anyways, If I could, I\u2019ll just start with this case.
\n3:30
\nMy first example here about how ways to look at risk, at that example I\u2019ve given some of you aware that Jim, who called me, was running a factory, and his attorney told them to get $3 million of litigation insurance. And I know I\u2019ve said this before.
\n3:46
\nMy first objective in many situations is to set the cleanup, so that he will be able to avoid the costs of litigation. Now, sometimes that\u2019s not avoidable, but that\u2019s my first objective.
\n3:57
\nSo, in this, in this example, this, this factory owner was being told by his attorney who gets paid by the hour and who gets paid when there is litigation to get litigation insurance. So, you gotta think for a second, OK?
\n4:10
\nSure, The attorney is trying to make it to where he\u2019s definitely gonna get paid, if he goes, If he has to deal with litigation, that would expose the risk of going into litigation, and that\u2019s what the attorney would kind of want to do.
\n4:23
\nI\u2019m not saying he\u2019s like, you know, has an evil plan assist or plan of doing that, is just that.
\n4:28
\nHe just might think, OK, this is what I\u2019m supposed to do, because I\u2019m an attorney, and I just got this insurance. And, therefore, you know, we should go to court, and that is not always a solution. In fact, court is not really a remedy. So what I suggested to him is this first Let\u2019s identify the risk, and we had that conversation. What is the risk?
\n4:44
\nWhat is the risk of being sued because you\u2019re getting insurance against being sued, and all you\u2019re doing really is creating a way to pay for that? So let\u2019s not create a way to pay for that. Instead, let\u2019s create a way not to get sued.
\n4:57
\nThe first risk he was talking about was the fact that his customer has a propensity to sue his company, not because he\u2019s running a bad company, it\u2019s just that that was the nature of the business. And I don\u2019t even know what the business was. It doesn\u2019t matter.
\n5:10
\nAnd so I said, Well, you know, I asked him, do you what kind of training and policies do you have to interact with your customer? And so we went over that. And so that conclusion was to make sure that you have good, fair, honest policies. You know, refund policies, whatever that is, with the customer and you train your people well, and you reward them for giving good customer service and you, you penalize them for not. And you have your regular discussions about how to interact with customers in a positive way.
\n5:37
\nAnd so just that alone, would, would eliminate a lot of the likelihood of being sued. Let\u2019s just say, I think that was the whole issue of being sued.
\n5:47
\nThe next thing would be to have a written contract, which he didn\u2019t have.
\n5:50
\nAnd it\u2019s ironic that the attorney who was saying this, you know, Tell me, get litigation insurance.
\n5:55
\nDidn\u2019t have, it didn\u2019t propose first to have a well written customer agreement, which is a really great way to avoid being sued.
\n6:03
\nSo it sounds like the attorney was setting them up to be sued, and I\u2019m gonna show you another example after this one, as to how they just do this. And a lot of times, these attorneys don\u2019t even understand they\u2019re doing it.
\n6:11
\nThey should, but this is what they\u2019re doing.
\n6:14
\nWe have a well written contract and so that narrows the types of disputes that you can have.
\n6:20
\nOK, it just sets forth what the what the expectations should be. They should be reasonable under the relationship that there\u2019s no transaction going out for.
\n6:29
\nThen I said, in addition to have a written contract, let\u2019s make it to where your customer does not have a competing interest with you, so let\u2019s just put that in writing. Let\u2019s just say, we\u2019re going to add a clause in there.
\n6:39
\nThat says, my customer is going to hold me harmless and indemnify me against all third party claims and I\u2019m going to do the same for him. that way.
\n6:47
\nWe\u2019re not having an adverse relationship. I\u2019m supposed to be fulfilling his needs, and he\u2019s going to pay me for it, or whatever that deal is going to be.
\n6:54
\nAnd so at least that\u2019s in writing.
\n6:56
\nAnd we\u2019re basically what it says is we\u2019re supposed to work together, OK, The other thing I recommend was having a non binding mediation clause.
\n7:04
\nWhat this means is that if there\u2019s a dispute you, you want to, that, you guys can\u2019t work it out.
\n7:09
\nI mean, in the contract, there should be a provision whereby you guys can work it out, and if you can\u2019t, I mean, you\u2019re gonna do that normally anyway. She should have a policy in place for that. But if you can\u2019t work it out, you can bring in a third party. Now, you could spend a lot of money on this if you\u2019re not careful.
\n7:22
\nYou can, you can bring in, like you can, by default, if you go online and look for a mediation cause and a contract.
\n7:28
\nYou\u2019re going to, you\u2019re going to be given the standard contracts for the National Arbitration Forum and the American Arbitration Forum.
\n7:34
\nAnd I\u2019m tell you, right now, if you put those in your contracts, those are extremely expensive.
\n7:39
\nI\u2019ve had some clients that found themselves in those situations.
\n7:43
\nI wouldn\u2019t put them in there, but they found themselves in those situations, and they were paying 20 and $30,000 just to lose. It was crazy.
\n7:52
\nAnd it was, you know, the one example, if the person couldn\u2019t avoid it, but after the fact.
\n7:59
\nSo there are mediation services that will help you work out a dispute for really just a few hundred dollars, OK. So you want at nine non binding and I believe it should be non binding when it\u2019s business to customer and not business to business. That\u2019s just my opinion.
\n8:13
\nIf it\u2019s business to business, I don\u2019t see a problem with binding arbitration meeting that once you guys work out a deal with a third party, you can never go to court.
\n8:23
\nYou can\u2019t work out the merits of the dispute in a court with non binding mediation.
\n8:28
\nI believe it\u2019s fair for the consumer, and it\u2019s not prejudicial to the business owner to allow the customer who may not have been able to work out something with the mediator, the mediation process, to then go to the court and work it out.
\n8:41
\nSo what happens is with a non binding mediation clause, the customer suze you first, the court will have to dismiss the case because you have a written non binding mediation clause because it cannot take jurisdiction because of that.
\n8:56
\nBut, moreover, now, it\u2019s on your good graces if you want to try to even work something out because you don\u2019t even have an obligation anymore, because that, that customer broke the contract and actually waived his right to mediation. And he waved his right to go to court, so it is very effective. And the reason why I mentioned it this way, because you may find yourself buying an asset now, maybe you don\u2019t want to do it this way.
\n9:18
\nMaybe want to, you just want to throw some money over somewhere and trust that the people you throw the money to, or they\u2019re going to make the money that you want and, and everything is gonna work out just fine. And then your money\u2019s going to perform. And this sort of thing I really don\u2019t think that\u2019s a reality. I think Julia Lamm meeting ID pound.
\n9:38
\nSorry about that, Someone.
\n9:40
\nSomeone had some sort of recording here anyways, so that\u2019s Fairyland to think that someone is going to take your money that you waited so long for, or that you worked for, that you learn how to get you planned for it, and then he\u2019s going to be as responsible as you would be.
\n9:55
\nSo, I really think it\u2019s, it\u2019s just part of, the right way to do things where you\u2019re going to, to start looking at the particular asset that you\u2019re involved in, and you\u2019re gonna run into these situations. You\u2019re gonna look at these types of risks, and you gotta talk to attorneys, and they\u2019re gonna tell you certain things.
\n10:09
\nAnd I want you to think Question why an attorney would propose such a thing, and I\u2019m gonna get into the example here in a second.
\n10:17
\nSo we have good customer service policies, we have a written contract.
\n10:22
\nWe have a non binding Mediation clause, we have a mutual mutual indemnification clauses what it\u2019s called.
\n10:28
\nOK, we\u2019ll hold Harmless Clause, we\u2019re working to work together with each other, among other things. I don\u2019t want to get into too much detail.
\n10:34
\nAnd then, so by this time, he was kind of upset.
\n10:38
\nI mean, not at me, but he felt like he had been cheated by his attorney even though he didn\u2019t go ahead and buy the policy, So I saved in the policy. I know he didn\u2019t buy the policy, but, um, what I suggested to him was this.
\n10:49
\nSo we\u2019re, we agreed on this, that he\u2019s running a factory. It has a brand name. It may not be like a McDonald\u2019s $80 billion brand name, but it\u2019s a brand name. Everybody recognized in that market, a lot of people recognize it.
\n11:01
\nAnd he doesn\u2019t want to jeopardize it. And people have this. There\u2019s a stigma with being sued that people think, if you\u2019re being sued, you must have done something wrong and who wants to his business associated with being sued, Right?
\n11:12
\nSo you want to isolate any of those types of matters, which we\u2019ve effectively done with the contract and everything else. But then, sometimes you might get sued.
\n11:20
\nSo.
\n11:22
\nWhat we what what he, what I suggested is that if someone were to sue and have no option, but to name his core company and his brand in the court, then whatever happens in that proceeding is going to show up in the court. Who wants all the private e-mail messages, and all the communications and all that, right? Let\u2019s all avoid all that drama. So here\u2019s what we do.
\n11:41
\nWe just set up a whole new company.
\n11:44
\nAnd it does one thing.
\n11:46
\nIt provides that brilliant, first class, customer service to the customer makes him happy.
\n11:53
\nAnd if he has a problem with that, if there is a dispute somewhere, that dispute has worked out to that third party company, which is not a brand, it\u2019s isolated from the core company. It doesn\u2019t even handle cash flow.
\n12:04
\nIt has no money, So, even if a dispute with a customer and the contract is written in the name of that new company, OK, that the second company, that\u2019s away from his core company, even if there is a lawsuit, there\u2019s no money there. There\u2019s no insurance, there doesn\u2019t need to be, OK.
\n12:20
\nSo, it\u2019s not an incentive for a customer to sue that company in that situation. Really, he just selling a piece of paper.
\n12:27
\nAnd once I told him that, it was, I mean, he already knew what to do.
\n12:31
\nI mean, there was nothing It answered the question, because he asked me, Well, then, do I need to have the attorney? And I said, Well, do you want even answer everything? Because I think I know the answer to that. So, it\u2019s not bad to have an attorney.
\n12:46
\nBut these guys aren\u2019t business owners. A lot of times, they\u2019re not entrepreneurs and they\u2019re not risk managers, but maybe you are.
\n12:53
\nSo realize who you\u2019re talking to. The attorney is not the boss. He\u2019s not your boss.
\n12:57
\nHe has his areas of expertise, and just because he has his area of expertise, does not mean you need to lead your activities down that path, But he understands very well, OK. Just because he knows how to sue somebody, doesn\u2019t mean that\u2019s a good way to go.
\n13:11
\nSo, anyways, that\u2019s how I suggested, that he backed out of that scenario, and, and really, effectively, avoid that situation. Now, here\u2019s a similar example.
\n13:19
\nI was talking to him recently, and she said that she had this professional type consulting business, and she had an attorney set up a company. No problem. It costs a little bit more, but that\u2019s OK.
\n13:28
\nThey\u2019re available for questions, So it\u2019s kinda nice, but the attorney advised her to get a million dollar, professional, insurance policy, to cover any situation, where she would advise her client.
\n13:40
\nNow, remember, she\u2019s not selling a product, she\u2019s providing a service, which essentially was a consulting service, and The million dollar policy was that if someone she\u2019s consulting with on a professional basis, is going to sue her company, and then the insurance would cover that, which is, I just have to say, that is really stupid.
\n13:58
\nIt\u2019s really stupid, OK, first of all, It\u2019s a professional service, So where\u2019s where\u2019s there going to be an injury, what kind of insurance claim can you possibly make, OK, and even then Any risks that you would have you can easily have separated out from your personal risk from your business risk as you guys have heard me explained before and I\u2019m not going to go into too far with that.
\n14:18
\nBut on the million dollar policy, it\u2019s extremely unlikely that someone\u2019s ever going to make a claim, but here\u2019s what\u2019s interesting about insurance Is that it\u2019s almost like painting a target on your back because if you have insurance, I mean that\u2019s one of the first things attorneys. Look for an opposing attorney\u2019s, gonna look to see if there\u2019s a payday. And one sure way to tell that is if you have insurance.
\n14:38
\nSo if you have insurance, that\u2019s just an invitation to get sued.
\n14:41
\nAnd so I suggested a similar, you know, re-organization, even not a re-organization.
\n14:46
\nAnd really all I say I always suggest that she do is have have a contract with her client where there\u2019s specific terms and expectations outlined in the contract and limitations. And also, I mean, I gave her the idea of the non binding mediation and all that stuff. But, just the fact that she has a written contract where before she didn\u2019t, I mean, she had a life, she had not like ****, an insurance policy.
\n15:10
\nBecause the attorney said to get one, but he never said, Right up terms with your customer, that\u2019s similar to other businesses in this industry. Never did that.
\n15:20
\nSo I said, Just at least do that much, and you can decide, you know, after this conversation, if you want that million dollar policy.
\n15:25
\nAnd by the way, I mean, he started that business out for He did at the company.
\n15:30
\nHe registered it, He got he got ready to buy the insurance, but for several years, she had no cash flow in the business.
\n15:37
\nSo what she insuring against her house like if someone sues her and and wants to attach your house, or that just takes one piece of paper to eliminate that risk.
\n15:46
\nSo, you know, just think the step through, identify the risk, and look for alternatives, other than what people who are not, risk managers will tell you, I\u2019m not a risk manager, and I\u2019m not, I\u2019m a risk manager, but I\u2019m not a professional that is isolated from a situation where I would have to be a risk manager. So I\u2019m a risk manager, because I take my money or other people\u2019s money, and I get into projects. Hopefully, we make money, and I have to, I have to really make sure that I understand what risk I\u2019m getting to. I, sometimes, I screwed up, but I\u2019m not going to take some attorneys advice, just because he\u2019s an attorney. That tells me, I need to buy insurance to manage your risk, which I can manage with pen and paper, and common sense.
\n16:30
\nSo, you\u2019re gonna get into some assets there like that. You\u2019re gonna wanna buy some assets, You\u2019re going to take your windfall and re-invest it somewhere else. It\u2019s going to be like that.
\n16:39
\nYeah, so that, I think that was a good example. Now.
\n16:41
\nThen I want to get into something which I don\u2019t talk too much about, because not many of us have this experience, but you may you may end up in this, So I was talking with a gentleman who he developed a proprietary method of eliminating pests, like rats, for example, From large buildings.
\n16:57
\nThis sounds really unusual, but it was just a gentlemen I was talking to, and he spent 35 years developing this business, and it became so valuable.
\n17:05
\nIn fact, there was no technology that existed at the time he made his first contract.
\n17:13
\nAnd the contract was offered to him out of desperation, because no one could solve the problem. And he just said, Yeah, I\u2019ll do it, and he didn\u2019t even know how he was going to do it, so he figured it out.
\n17:22
\nSo he did this repeatedly for 35 years, and he got to a point where we had this conversation and he was retiring, and he wanted to benefit from all this knowledge, and whatever, this business, anyone to sell it. And the problem This is a good problem to have, is he didn\u2019t know how much to sell it for.
\n17:39
\nAnd what was interesting is some of the viable purchasers were saying to him, just tell me how much you want.
\n17:46
\nThey were giving him a blank check, just right on the check. And I and you. It\u2019s yours. I just want your business, OK, so they said, that is awesome. Right. That\u2019s fantastic.
\n17:54
\nAnd I don\u2019t know exactly how we can address that, but, but let me explain something to you, just described to me, all the proprietary information.
\n18:03
\nAll of this, all these trade secrets you had to develop yet, or you invent from scratch. that you use to solve problems. And then you use to make millions of dollars, and you still have it, and nobody knows about it, and why?
\n18:13
\nBecause you never described it, and you never maybe manufactured it and sold it to third parties, you just used it internally, so you have inventions that have extreme value, beyond the value of your company, on the books, that\u2019s not even in, in the value there. That\u2019s not even that. I look at like this. If I\u2019m buying a company, if I were gonna buy that company. That\u2019s the first thing I would look for is the intellectual capital.
\n18:39
\nOK, so this has to do with risk is identifying, intellectual capital and things you\u2019re buying now.
\n18:46
\nSelling and buying are two different things.
\n18:47
\nSo if I\u2019m buying, I really kind of don\u2019t want the seller, this may sound cool, but I don\u2019t want to sell it or realize that. he has this valuable valuable information.
\n18:56
\nHe may have a clue as we\u2019re talking, But I want him to commit to a price before I started evaluating all this stuff and there\u2019s a way to get that information so this guy knew it, and he knew it even better when I explained the type of value they could have, and here\u2019s a suggestion I made to him.
\n19:11
\nNow this is more like business structuring, I mean, maybe you want to call it some form of risk management, but what I suggested is that he go through and and try to collect all the procedures and policies that people he\u2019s trained over the years and the materials and try to categorize all these things.
\n19:27
\nHe\u2019s used these tools that he developed, um, document them, OK?
\n19:35
\nBecause he could, once he, once you\u2019re able to describe something and you can claim the intellectual property rights over it, you can then license out the use of the thing.
\n19:46
\nSo not only could he sell his business, but then he can license out the use of elbows implements he created to the new buyer.
\n19:53
\nSo, there\u2019s that aspect of it, but the other aspect of it, is, you\u2019ve got all this value that\u2019s floating around over there, and people\u2019s minds. And who knows?
\n20:01
\nI mean, if you don\u2019t protect it, some guy might, some guy, an employee might see what you did, and think it\u2019s very clever, and then take that idea, and go home and make it something for something for his private use. And then other people might see it. And then he might just, you know, go and start making it for other people.
\n20:20
\nAnd all of a sudden, you have no control over something that was, or it could be worth quite a bit of money, over a long period of time.
\n20:26
\nSo, one of the things I wanted to mention is, when you\u2019re looking at acquiring assets, these are things you may want to consider is the intellectual capital and whether or not it\u2019s been properly documented.
\n20:38
\nNow, there\u2019s things called, there\u2019s information that\u2019s confidential.
\n20:42
\nThere\u2019s things called electronic, um, store electronically stored information, Confidential information. This is communications like e-mail or any type of written communication. This is any documents.
\n20:56
\nThis also includes Sales records, because Sales records have a lot of demographic information about your niche markets.
\n21:04
\nSo maybe you\u2019re just brilliant about discovering niche markets, so you just got lucky and discovered some markets, and the demographic data is in your payment processor, and you didn\u2019t even know that, OK.
\n21:14
\nAnd so this is just missed value, OK, If you don\u2019t so, and this is another another aspect of, uh, acquiring an asset. If you see that the seller didn\u2019t already appreciate this value.
\n21:26
\nYou\u2019ve got a lot of value in there that you can, you can acquire for a price that the seller is happening to, to accept.
\n21:33
\nWhen you know you\u2019re getting a smokin deal, that\u2019s even better than he thought.
\n21:37
\nSo, I mean, really, it\u2019s business, so, just, you know, not like you\u2019re cheating somebody, but just, you know, being pragmatic.
\n21:44
\nIt\u2019s just it\u2019s just a way to do things.
\n21:46
\nSo, what you want to do as far as managing risk when it comes to proprietary data, I know kind of a long story, but you want to label it as proprietary. In fact, you can be **** about this, sorry, to use that term. But you can get a stamp and train your people, and just when you have legal documents, or documents that describe something. I mean, they can sit there all day with a stamp and literally stamp, stamp, stamp, a proprietary proprietary proprietary.
\n22:09
\nI, like you would see in the movies, top secret, OK, it\u2019s proprietary.
\n22:13
\nYou claim it.
\n22:14
\nYou should also have a log of all proprietary data.
\n22:18
\nSo you\u2019ll have an implement a thing you did or a process which is maybe grounds for utility patent, or a patent on up on an item and implement, OK.
\n22:28
\nI\u2019m not saying you should patent something.
\n22:32
\nSometimes you don\u2019t want to.
\n22:33
\nI\u2019m just saying you should document things that are unique, and possibly proprietary, and a trade secret, unique to your business, and not in the public domain.
\n22:44
\nThat is the important distinction, OK.
\n22:47
\nSo, if something is not in the public domain, it can become a trade secret, and it can be worth a lot of money.
\n22:54
\nSo, you want to label it.
\n22:56
\nYou want to describe it. You want to have it in your policies as to how it is to be treated.
\n23:00
\nYou want to limit access to the thing, like only certain people with certain types of employment level can access it, and you also should have a privilege log.
\n23:09
\nin case you\u2019re involved in litigation. Sometimes you get involved in litigation.
\n23:13
\nMaybe one of the employees wants to make an intellectual property claim over something, he helped the company invent and most employment agreements preclude employees from retaining any intellectual property rights. It\u2019s cruel, but that\u2019s just the way it goes. So if you document the fact that a thing was proprietary, it makes it almost impossible for someone later on to grab it.
\n23:33
\nSo that\u2019s the idea.
\n23:35
\nSo you got confidential information electronically stored information, or they call it ESI.
\n23:41
\nThere\u2019s trade secrets.
\n23:43
\nSometimes it\u2019s patented. Sometimes it\u2019s not, OK. That\u2019s another plan. I don\u2019t wanna get too far into that.
\n23:50
\nWhen you\u2019re discussing things with, OK, all employees should have a non disclosure non-compete agreement.
\n23:55
\nAnybody who\u2019s going to get access to this type of knowledge, should have to sign a non-compete, non disclosure.
\n24:01
\nAnd sometimes I will have a client want my opinion on something that he is doing and I will I will give him a non-compete non disclosure and explain about that, because I don\u2019t even there\u2019s something of benefit to the person giving me the information so that I can answer his questions. And we can discuss a thing and maybe solve a problem, but there\u2019s something in it for me to give that agreement because, now, I\u2019m not on the hook. If anyone were to subpoena me in court, I can say, Look, guys, I\u2019m under, I\u2019m under non-compete agreement with a $6 million penalty, I can\u2019t tell you anything.
\n24:31
\nSo that protects me as well, even though it\u2019s not my intellectual property.
\n24:35
\nSo, you have undocumented trade secrets.
\n24:39
\nThey should be documented, discover what they are. Intellectual property, intellectual capital is what you\u2019ll find, it\u2019s being used in the industry. And then customer demographics, which I did allude to earlier.
\n24:51
\nSo two major, two major topics there.
\n24:56
\nOK, I\u2019m gonna get into, We did mentioned costs of litigation. So that was, this kind of relates to that first example when we get into costs litigation.
\n25:05
\nSo I\u2019m always looking at the possibility of my client being sued, and I want to eliminate that, if I can.
\n25:12
\nWell, I want to make it to where, if he is sued, it\u2019s of no consequence to him. And then there will be some times where you just have to deal with the courts.
\n25:18
\nAnd you have to deal with public scrutiny and things like that.
\n25:20
\nSo one of the things you can do, and let\u2019s go back up to the non disclosure agreement in a non disclosure agreement and a non-compete or confidentiality agreement, as they\u2019re called a confidentiality agreement.
\n25:32
\nIf you have to sue to enforce the agreement, if it\u2019s not written properly, you will have to use litigation to establish the value of the information, or the proprietary information that was disclosed, whatever that was.
\n25:46
\nAnd that could be expensive. I\u2019ll tell you it.
\n25:50
\nThat type of discovery can cost $100,000, OK. Just to, just to establish the value of what it was that was supposed to be confidential. So, a consideration that would recommend, and you can actually have an attorney do this, where you can actually have an attorney write this up. Some of them are pretty good at this stuff.
\n26:06
\nYou want to have a clause that\u2019s known as liquidated damages in a contract and as many contracts as you have that protect a business or an asset in some way.
\n26:18
\nIf there\u2019s a penalty or if there\u2019s a prohibition on some type of conduct, You want to have clear penalties.
\n26:25
\nAnd you want to have liquidated damages. Here\u2019s why.
\n26:29
\nIf it goes to court and you want your damages, you don\u2019t want to have to spend lots of money to calculate it, you want it to be on the face of the instrument where the judge says, well, hey, it says it right here, OK, that\u2019s going to save you a lot of money, that is gold right there having a clause for liquidated damages that\u2019s worth a lot.
\n26:47
\nI mean, of course, the typical thing about startup costs, I mean, we\u2019re looking at some things right now where we want to, we want to have a way to, to fly without being harassed. We won\u2019t have a way to travel on the ocean.
\n27:00
\nAnd there\u2019s all kinds of technology for that, But the thing that\u2019s kind of daunting is, this is re-inventing the wheel, and it\u2019s not just the wheel, it\u2019s re-inventing.
\n27:09
\nNo air travel, this is really expensive, So just like anything else, There\u2019s startup costs, which is a risk, and so my, my interest in being an entrepreneur, and I\u2019m not a kind of person that would, um, have raised a lot of capital over the years. Although I have raised small amounts of money.
\n27:27
\nI don\u2019t like to raise $10 million if I\u2019m not that kind of entrepreneur. But I will raise $2000 or $20,000, And I will make a million dollars with it, So I\u2019ve done that before.
\n27:38
\nBut startup costs.
\n27:40
\nYou can, you can minimize that. Mostly, what I\u2019ve done over the years is bootstrap things. Now what I\u2019ve found is by Bootstrap, that means start from nothing if I do that.
\n27:49
\nI find that I don\u2019t really have a robust launch and it doesn\u2019t last the way I want to, I can\u2019t develop it out and I can\u2019t really get a buyer. Like I would want to, you know, I can\u2019t start something for a penny. Now, you can do this, but I haven\u2019t been able to, you can\u2019t start something for a penny, and then in 10 years sell it for $20 million. It can be done.
\n28:07
\nI\u2019ve never done that, but I know that if I raise enough capital, if I get the right team on board, um, then I can.
\n28:14
\nI can have a more valuable company faster, I think anyways, but startup costs can be managed if you, if you buy established assets So someone\u2019s already done all the ugly legwork, right?
\n28:25
\nSomeone\u2019s already took, taken all the risk. Someone\u2019s already dealt with all the regulators, all the licensing. Someone\u2019s already dealt with his competitors, OK. He\u2019s already figured out what advertising to do. That\u2019s why I\u2019d just love to buy something, like, for example, if I have a product to sell, but it\u2019s on the Internet. Here\u2019s an example.
\n28:40
\nIf I ever, if I ever abolish shampoo to sell, well, shampoos saturated market, well, I\u2019m going to go find a competitor would be competitor who\u2019s already doing that.
\n28:51
\nAnd I\u2019m going to find someone who\u2019s interested in selling his retail operation that sells bottles of shampoo and I\u2019m gonna buy it and I\u2019m gonna put my product on there and I\u2019m gonna make it to where it serves my purposes.
\n29:03
\nAnd that would be a way to avoid startup costs.
\n29:06
\nThere\u2019s still going to be a tiny amount of startup costs, but you\u2019re not re-inventing the wheel.
\n29:10
\nSo so many people have called me and said, hey, I have this idea for even my own brother.
\n29:14
\nI have this idea for a website, and I want to sell this thing.
\n29:18
\nAnd so my responses, you actually have an idea for a thing, not a website. The website is your tool to sell the thing.
\n29:24
\nAnd he says, yeah, OK, fine.
\n29:26
\nI\u2019d say, Well, yeah.
\n29:27
\nBut if you look at it that way, if you think that way, what you\u2019re going to do is incur the cost of setting up a website and re-inventing the wheel, especially if you\u2019ve never done that before. So, why not find somebody who\u2019s done that and go in with them as a partner or buy them out?
\n29:40
\nAnd I think you\u2019re gonna have a less volatile situation.
\n29:44
\nAnd same thing. Another way to do it, like I described, you can do joint ventures.
\n29:47
\nSo Like maybe you want to you want to promote a thing you\u2019re doing a product or service and go in with somebody who\u2019s got a platform that you can bring in to a revenue sharing type situation, and Launch the thing you\u2019re doing and get the publicity and then build up your type of customer. From his larger niche market, you might have a smaller niche market, and then you, you include that person\u2019s business in with what you\u2019re doing, and that\u2019s a joint venture, and those are temporary don\u2019t have to be, but they, they are most likely temporary. I mean, that\u2019s what I\u2019ve done. Temporary being anywhere from three months to two years, OK.
\n30:24
\nSo, that way, you\u2019re not the alternative to doing that, a joint venture where I\u2019m marketing a product that I already have.
\n30:30
\nThe alternative is: I\u2019m Anna.
\n30:33
\nCreate my advertising and my platform from scratch, and it\u2019s expensive to do that, as you can imagine.
\n30:41
\nAnd then, hopefully, attract the right niche market, and maybe have some trial and error, and hopefully, I didn\u2019t spend too much money on making them too many mistakes.
\n30:49
\nBut if I look at someone else\u2019s business has already done that, there\u2019s an opportunity to work with a person, right?
\n30:55
\nNow, the next thing, which is like the last group here, I want to discuss, I did allude to this earlier.
\n31:02
\nAsk yourself, who knows about risk?
\n31:04
\nIt\u2019s people that have risk, money, things, their reputation, whatever, and succeeded.
\n31:11
\nMaybe not the first time. It\u2019s people who have risk, money. It\u2019s entrepreneurs. If you\u2019re an investor or an entrepreneur. Well, other investors and entrepreneurs that have come before you have taken certain types of risks, and those are the types of risks that may not be in an actuarial table somewhere like a bank would have an insurance company.
\n31:28
\nThere are some risks for which you want insurance, because it\u2019s not worth it to handle the risk yourself, but, um, you still want to talk to other people who have done things, and ask them.
\n31:39
\nI mean, sometimes, sometimes, those are trade secrets you\u2019re asking for.
\n31:44
\nSo be, be prepared to kind of, somehow, I would say, bribe them, but maybe pay for it or offer a special treatment of some kind or some sort of incentive monetary incentive to work with you in a way that doesn\u2019t appear to be creating a competitor. OK. Some people don\u2019t like to create competitors.
\n32:04
\nSo, I would go to, as far as managing risk, OK, this is my, my thinking, and it\u2019s things I\u2019ve developed over the years. I\u2019m not the only guy in the planet.
\n32:14
\nThere\u2019s another guy down the street, and I\u2019m gonna point you in a direction here. If you\u2019re asking me, well, who else, John? Who else can we talk to you? that? You know, entrepreneurs, investors, and have, they have access to resources. They have access to funding.
\n32:28
\nThey have access to bankers and the insurance companies and we can make our determinations and decisions based on that.
\n32:34
\nWho can I talk to that\u2019s not needing to sell me something?
\n32:38
\nAn attorney needs to sell me something.
\n32:41
\nRight, so so what I point people to is The Georgia Real Estate Investors Association.
\n32:52
\nIt\u2019s Giorgia real is what they call it?
\n32:56
\nThe Georgia Real Estate Investors Association.
\n33:01
\nNow this is not just for real estate, it\u2019s entrepreneurs, it\u2019s everybody.
\n33:06
\nSo get in there, connect with those people, get on there, newsletter\u2019s, free conferences, things like that, you may find that there is some worthwhile material to purchase, but just, I\u2019m just giving you a lead, OK?
\n33:24
\nThere was one more thing, and I know I\u2019ve probably beaten this one, to death about combining unlike liabilities.
\n33:31
\nI\u2019m not going to talk about that, and I\u2019m going to have to end this call, because I feel like I can\u2019t continue talking. I\u2019m losing my voice.
\n33:38
\nSo, I\u2019m sorry about that, but we\u2019ve talked a lot about combining unlike liabilities.
\n33:45
\nWe\u2019re not doing that, and how to exclude liabilities.
\n33:48
\nI\u2019ll just make a little brief comment, But basically, you already know the idea.
\n33:52
\nWhen you see something that\u2019s worthwhile, whether it\u2019s going to be a business and investment, excuse me. Let\u2019s say it\u2019s going to be some kind of treasure. You\u2019re going to build up, right?
\n34:02
\nI want to isolate it in its own islands, so to speak.
\n34:06
\nI want, I want to make it into owned by something that is outside of my estate, and maybe I\u2019ll have a partner.
\n34:13
\nSo in doing that, my partner\u2019s liability won\u2019t attached to it. My liability will not attached to it because of the way that we set these up. Now, of course, we can use a limited liability company, all these things that trust. So, you\u2019ll, you\u2019ll understand that for the most part.
\n34:27
\nI just want to make that one little comment there, but in any case, I\u2019m sharing this with you.
\n34:32
\nAnd it\u2019s a little bit comprehensive, because these involve a series of probably, I don\u2019t know, I\u2019d say 12 to 15 different scenarios over the like the last 15 years that I\u2019ve. There are really important situations I work people through, and I\u2019ve discovered this. You know, and how to deal with that. You will have your own situations.
\n34:50
\nDon\u2019t think that you\u2019re immune to this stuff when you when you want to get into someone. Let\u2019s give an example. Let\u2019s say you want to buy.
\n34:57
\nI say this because my daughter wants to You want to buy a chick fil a OK. Restaurant. So you go to your local chick fil a are you go to your business broker And you you asked the broker to set up a meeting and your proposal to the chick fil a owner or maybe it\u2019s a board of directors that owns it, right?
\n35:15
\nYour proposal is I would like to put 30% Into your company 30% of its value. I\u2019m gonna buy. I want to own 30% or maybe I wanna own 12%. I would like to buy into your company now.
\n35:27
\nWhat\u2019s in it for you to sell me, part of your company, liquidity?
\n35:32
\nThey would do it, don\u2019t think that that\u2019s not, you know, out of the question.
\n35:36
\nSo, you will be doing things like that, And I am going to bring in some people that actually do that on a larger scale.
\n35:44
\nThey\u2019re going to talk about how, we set up a limited partnership relationships between your organization, which might be your LLC or your trust, and the core organization that you want to buy into that you want to merge with, OK?
\n35:58
\nSo, you\u2019re my purpose in explaining all this is so that you have a you\u2019re looking at this type of transaction in the way that I\u2019m describing here, don\u2019t just except some attorney telling you that you have to get this type of insurance. Just because I said so.
\n36:13
\nNow, there are some times where you have licensing requirements that require certain type of insurance, and sometimes you can avoid that.
\n36:21
\n\u2026 case, you get the idea.
\n36:22
\nSo, I hope this is going to be useful and effective, and that it wasn\u2019t too off topic.
\n36:28
\nI mean, really, I\u2019m a risk manager, OK, so it\u2019s not off topic for me.
\n36:32
\nI know you guys like to talk about taxes and kryptos, and things like that, and so do I But I just wanted to share this with you, because I think we\u2019re moving into a period where, in the next, like three months, that\u2019s kinda early in my book.
\n36:43
\nBut three months to a year and a half, you\u2019re going to need a situation where it\u2019s time to spend some money and buy some assets and re-allocate.
\n36:50
\nSo, anyways, I\u2019m gonna end it for this evening, so I can\u2019t do Q and A I feel like I\u2019m just gonna not be able to talk at about two minutes, so you\u2019ll have a good evening, and I will post this recording as soon as I can get it available.
\n37:04
\nThanks, everyone.<\/p>\n <\/div>\r\n <\/div>\r\n\r\n \r\n<\/div>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t