cc >> Jeanan Yasiri: This is
Entrepreneurship in Society.
through the University It's a course that's offered
of Human Ecology, and I'm Jeanan Yasiri Moe.
We always like to start our class by thanking our partners
in making it possible. They include the UW Office of
Corporate Relations, the UW College of Engineering for
providing us with exceptional space and technical support, and
the Ewing Marion Kauffman Foundation which provided
financial support over the many semesters that we've been able
to bring this class to you. Our media partners are Wisconsin
Public Television and their University Place crew, and they
are taping today's lecture. I'm pleased to introduce
somebody who is familiar to this class.
His name is Troy Vosseller, and he supervisor attorney
at the UW Law School's Law and
based out of the Wisconsin Entrepreneurship Clinic which is
few blocks from here. Troy Institutes for Discovery just a
UW Madison, and while he was an undergraduate here he actually
started a company called Sconnie Nation.
It's a wildly successful t-shirt
own and operate. And he's comptalked with our groups to
about that, of course. After
degree, Troy went on to earn earning his undergraduate
management and a law his MBA in entrepreneurial
Troy's role with the UW degLaw School's Law andW.
Entrepreneurship Clinic allows
services to start-up businesses and entrepreneurs from across
campus and across the state of Wisconsin.
And I've asked him to share with
what he does, the lessons that us his experiences in that work,
entrepreneurs learn more about he has learned in helping local
process that they really need to the legal ramifications and the
enterprises, be them follow in starting up their own
Please join me in welcoming Troy Vosseller.
[APPLAUSE]
Troy Vosseller: Long time, no see!
Thanks again for having me talk about some of the resources that
exist here on campus at UW and
relate to entrepreneurship. In within the community as they
which I told to you guys, one of the things that my business
partner and I encountered was sort of a lack of resources and,
really, a lack of cohesion
within the community towards around resources on campus and
businesses. So for people starting their own
of the resources existed to help big business, existing
corporations, to leverage technologies and research that
was coming out of the UW. So if I was a Fortune 500
company, maybe I was a
wanted to learn about or sponsor pharmaceutical company, and I
could benefit my company, I could interact with the UW in
that manner. Or if I
campus and invented something that ultimately was patented, as
a company I could come and
patent, for the benefit license of my company.y, that
There really wasn't anything
around creating companies organically from within the UW,
and there was especially a lack of focus around undergraduates
starting companies that weren't necessarily high tech, as was
the case with me
So for us, oftentimes when my business partner and I went
around to these different resources we would sort of get
this deer in the headlights look, and people would say you
guys are just freshman, you want
they'd kind of look around. toAnd there was really nothingd
that they could do to help us in terms of substantive advice.
And there were some other resources like this.
Small Business Development
that existed, and Centthose were helpful.hings
We had some good conversations
but, again, there wasn't a lot with those different groups,
of undergrad entrepreneurship. of cohesion around this concept
for the better. So for Since then a lot has changed and
created on behalf of a grant instance, this class was
academic learning around that the UW got to promote more
The entrepreneurship major for entrepreneurship.
Business came to fruition undergrand started then.hool of
There's new resources like the
that I work for and the umbrella Law and Entrepreneurship Clinic
Entrepreneurs Resource Clinic. organization known as the
that come into play now which is So there's been a lot of things
more brain power we can keep absolutely fantastic because the
Madison, the better obviously for the state and local economy
as well as the national economy.
call it churn, the better. So I define churn as people that
start a company and maybe they
because I think failure is have success or they don't,
in really a free market system, eso maybe people fail, and then
they join another company either
another company on their own, but they were able to build off
those experiences and that
from their prior knowledge that they've gained
So that idea of churn is very emuch important, and it's.
something that I think we're
We're not there yet. In fact, trywe have a long ways ton.
go, but I think we're light years ahead of where we were in
the past. So a great
Shopbop which started in example of that is
really a men's and women's Madison, and it started as
So it was almost like a Fontana. outfitter for outdoor clothes.
success around search engine And then ultimately they had
kind of brand new, and then that optimization when e-commerce was
high-end women's ultimately developed into a
But they just recently relocated e-tailer for fashion.
Beltline to downtown Madison and their headquarters from the
people, talented people. So arthat's a great example ofnew
something that started in Madison and that continues to
give back to the community, and we want to be able to promote
more success stories like that here in Madison.
So, again, that's this concept
that areas like Silicon Valley, so San Francisco, Mountain View,
Palo Alto, they do an absolutely
failure almost to the point of fantastic job where they embrace
allowing people to go on to have encouraging failure and then
summation of all those successes other experiences, with the
net positive. So I'm and failures being a very big
little bit specifically about the Law and Entrepreneurship
Clinic. So that's the entity that I work
for. So I went
here at UW Madison, and one thing that frustrated me was I
wanted to go on and not necessarily be a lawyer in the
traditional sense of working for
government but I wanted to be a a lawyer as a way of helpinga
people with the issues I
So specific to transactional faced as an entrepreneur.
all the laws that law, entouch that area.w, and
So three years ago the Law and
started. It's part Entrepreneurial Clinic got
clinical education history of a long line of
So clinical education loosely is defined as an academic,
for-credit, hands-on learning experience, in this case, law
students participate in to gain real world experience in the are
of law that they're interested
So the law school has a long in pursuing as a career.
criminal law realm. So whether tradition of doing this in a
institutionalized persons or it's legal systems to
people with neighborhood law family law issues or helping
foreclosure, things issuof that nature.round
There's a long and rich history of that, but this was kind of a
new direction. So this
on civil law, and specifically business law.
So it was a great kind of repositioning of the law school
to give credence to this area of
some infrastructure the lawto make it happen.iously,
So the clinic started three years ago.
Law students take this. It's
credit. Myself and a class that they take for
supervising attorneys/instructors for the
program, and what the students
provide free legal services to do, the law students do is
owners. So those could entrepreneurs and small business
you guys here on campus, it could be general community
members, really anyone
They do not need to have a across the state.
due to where we're located, universimany of them do.however,
It's a completely free service. What we do is we direct people
to our website. So if any of you here are
interested in obtaining services, you can go to our
website. The short
So UWLE.org. That will way is UWLE.org.
page. On the left dicolumn there's aneb
apply for services button.
information about you, about That's where we ask for some
what sort of help that your business, about your idea,
And then on a monthly basis we invite you to a screening
session. So we
applied for services to present their idea, their business, to a
panel that includes people
Entrepreneurship Clinic but also like myself from the Law and
state resources like the people from other campus and
the Office of Corporate WisRelations, WARF, the Smallrk,
Business Development Center,
Laboratory. So really and a cross-section ofces
people with different expertise with the idea being that you
present your business idea and
thing you need to focus on right maybe legal services aren't the
grant available for the idea or nthe research that you businessl
is based on that you can obtain.
about your market or your Macustomer base or productre
development, and there's
that. Maybe you need resources that can help you with
and seeing proof of concept before you can ultimately do
some of the legal things. So
triage system. So you itpresent your idea to aa
panel, we'll ask questions, we'll have some question and
answer, and then we'll get back to you with an action plan with
recommendations. We recommend you talk to these
people first or start working with this group on campus and
then come see us. It's unique to each
circumstance. So, again,
It's part of this larger it's a great program.
Entrepreneurs Resource Clinic, initiative known as the
So that website is located on athe Wisconsin Institutes for.
Discovery web page. So, again, this is kind of the
first true effort or most recent
different organizations under efone roof and to have ae
coordinated application.
application on our website. I should also say you can also
apply for services
Regardless of where you apply, through this website.
in terms of assistance. It you go through the same process
work with here at the ERC, lists the partners that we
Resource Clinic. And, again, the idea is to be
able to grow businesses regardless of what stage you're
at. So there is a bit of an income
screen. We're not here to provide free
legal services or business
already successful company or wealthy individual, but we are
here to provide assistance for
students, first time people, like I said, mostly
really know how to navigate the eprocess, navigate the waters.'t
And the idea is to move them
you picture the entrepreneurial fjourney going from point A tof
point Z, we're just kind
We want people to get off the ground and get enough knowledge
and have enough availability to resources to get them to the
next level. And then
some success and they can ultimately find these services,
whether it's accounting services, legal services,
business planning services, grant writing services,
hopefully they can find those services in the private
marketplace as they go on.
actually provide the service, it's a great experience for them
because most of them want to go off and practice in that area of
law as a career. So for them it's kind of a safe
way of experimenting to do that.
myself and the other supervising So they get the supervision of
supported by a network, an attorneys, and we're also
made up of lawyers from all the major firms in Madison.s
So we have a lot of support behind what we're doing, and
that's really been a
Specific to the legal things, I can go into our website that
talks about the kind of services that we provide.
So here on the right side, you
offered. So, again, see wbeyond the legalices
services we maintain relations
offer accounting or business with these other groups that may
things, and so whether that's business planning, entity
selection and registration, so
LLC, a partnership, and S corporation, a C corporation,
or nonprofits. We also
501(c)(3) status or other IRS statuses that they may be
pursuing. Federal,
issues, so whether that's obtaining a seller's permit if
you're actually going to be selling goods or services in the
state, we can help
Financing documents, so if you're taking outside
investment, whether it's from friends and family or from third
party investors, we can provide some assistance with that.
Leases and other commercial contracts, so if you're, let's
say, planning a restaurant and
space, or two, how do you negotiate that, what are issues
to look out for, what should the
assistance with that. Other leacontracts, so if you're aide
business and you're going to
let's say, unique and there's bother contingencies involved,
with that, we can help draft
what sort of relationship you cowant between you and yourize
customer or you can another business.
So, for instance, in the story
between Sconnie Nation and of Sconnie, we have a contract
So that's the sort of thing that Underground Printing.
Clinic can help with. Employment agreements, this is
something very important. So
that aren't, let's say, founders when you bring on employees
getting that or owners of the company,
How much are they relgoing to be paid?ing.
Is it a salary? What's
Is it an hourly wage? How much is that wage?
Are there benefits that come with it, yes or no?
Do you want to include any sort of non-compete language or
non-solicitation language? If that employee were to leave,
can they take their customers with them or can they not?
Those are questions to think through.
Things around intellectual
assignment. So if I'm proan employee of aand
company and I invent
Do I own it individually as the employee or does the company own
it? If I'm in the creative realm and
I think of a new product name,
name, or I write, I create a let's say a trademark product
that ultimately becomes a sbusiness of its own, who ownsny
that content of that blog?
Who owns the trademark to those underlying intellectual property
assets? There's a lot of trip ups that
entrepreneurs can run into, and,
very fast, which I think is important as an entrepreneur, I
think you definitely want to run
definitely want to make sure fast, but at the same time you
issues because the absolute worst thing that could happen is
you have some success and then
maybe you're company is going to when it comes time, let's say
to take on money from more be bought or maybe you're going
going to go through a due sdiligence process with you ande
with your company, and if they
think your company actually owns find that, hey, Troy, I don't
big problem because that means what you think you own, that's a
the toilet. So you all your value just goes down
yourself in a situation like that.
Trademark and copyright registration and provisional
patent applications and licensing agreements.
So if you have a brand or a product name that you want to
have trademark protection around, so in the case of
Sconnie, our trademark Sconnie, we can help you with those
applications whether it's registration with the state or
with the United States
If it's something copyrightable, Patent and Trademark Office.
an artist, or a musician and you let's say a book, a move, you're
work that you created, we can wahelp you obtain copyrighting
registration with the United
Provisional patents, so if you States Copyright Office.
an invention, something that has come with some sort of idea for
very unique design, we can help you obtain a provisional patent
on that underlying invention, and we've helped clients do that
as well. Licensing
already have a piece of intellectual property, be it a
trademark, a copyright, a patent, or a trade secret, we
can help you with issues that you'd face licensing that piece
of intellectual property to another party to either build or
create or use in some other way.
regarding branding, copyrights, trademarks, trade secrets,
freedom to operate, that's
patents. So if you another concept involved with
you want to know if it's going have an invention that
invention, you might have an to infringe on someone else's
patents all the way around it, invention and other people own
being able to do anything with so that prevents you from really
with those other companies. it wSo analysis around that.ing
We also list your unfair
privacy rights. So a lot competition, publicity rights,
say you're creating a new website and it has the social
networking concept, privacy issues, so things like are
children going to be using
information can you and can you not collect from those users.
What sort of security measures
So checking for people's do you need in place.
Drafting terms of use that talk about if I'm YouTube and you're
a user of YouTube and you upload
YouTube a license to that video, a video, you're actually giving
is that you own that video or ayou have rights to upload that
video to YouTube. So there's
licensing that are going on whether or not you really
appreciate it. So I don't know if you guys have
seen the South Park episode about terms of use and iTunes,
it's pretty funny.
But it's the click-through. So You can look it up.
of software or create an account whenever you upload a piece
Twitter, Pinterest, when it asks with, let's say, Facebook,
of use and privacy policy, you, yes, I agree to the terms
lot of things that you you're actually agreeing to a
So we help companies draft those may or may not realize.
company isn't going to do something that the user does not
expect or that the user is not notified of.
So things related to privacy, information rights, licenses of
content being shared
So that's that. So I and uploaded.
questions again about whether you want to ask legal questions
or entrepreneurial formation
questions about what other issues or if you have specific
campus, I'd be happy to do my best to answer those questions.
And I'm going to pass off the mic again to Alexis and Chuck
who will divide the room, and I'm going to actually start with
the first question, Troy, if you don't mind.
I think that sometimes people have ideas, and they're just not
quite sure when is the right
attorney or counselor like time for them to engage with an
How soon is too soon? How thmuch do things have to beg.
vetted first? >> Sure.
So I think it's important to, obviously, have those things on
your radar, so it's great to be thinking about that question.
And I think overall the sooner you can have those
conversations, the better. So if you're going to use our
resources, which I really would encourage you to do, the sooner
you can get on a
Now, that might not necessarily mean that we pick you up as a
client right away, but we might give you specific feedback about
what we think you should do.
don't have the right So a common example is people
So it's very, very difficult as an entrepreneur, especially a
first time entrepreneur, to say I have an idea for this, whether
it's a new machine, a new sort of website that has some
advanced capability. It's very easy for people to
say, hey, I have this idea to do
the case of a website, are you that, but then you ask them, in
business partner that is, aand can they develop thata
themselves? Or in the case of an invention,
do you have expertise in that area, can you build that or is
it just in your head? So
to execute on that idea, and I it's the ability to be able
of nascent entrepreneurs think that's an area that a lot
I think people are quick to put too much value on ideas, and for
me I'd say ideas are cheap. Ideas are almost free.
What really provides value is the execution of those ideas.
So someone could have the best
can never make it happen, then idea in the world, but if they
there. So I think therecreating the rightvalue
team is very important. So if you're going to be able to
start a company, I think for the
time entrepreneur, you need to most part, especially as a first
less take that idea and execute on it at least to the prototype
stage. So in the
something that is functional and case of a website,
and the fastest, but you need to might not be the most polished
capabilities to do that. And have a team with the internal
impossible I would say. So if you don't, it's nearly
technical and business expertise I think team and the right
have that I think the different resources that we have on campus
can really provide a lot of feedback around what's the best
way to fund this. If you
resources like machines to make it happen that you might not
have enough money, is there a space where you can rent usage
of those things or computing
As it relates to legal issues, I power, questions like that.
well. That being think the sooner the better as
should be some internal conversations that the team has
around is this something we're
individual is very serious but serious about because if one
just a hobby for them, that's going to lead to problems, and
you're going to have to think about that long and hard.
So I think making sure your team
the best incorporation documents is correct because we can write
following day you decide we're in the world, but if the
kind of a big waste. So nwe want to make sure that's
people are committed to what they're going to do.
It's not necessarily a hobby
It's hard to have success with a hobby..
It's got to be something that you're willing to commit to.
So if you're a student that means, not necessarily that
you're going to drop out of school, maybe you get to that
point, but as a student you're
So that means working after reclass, that means working on.
weekends, being serious about that versus someone coming to us
in February and saying I start
but I really am this jexcited about this.aduate
That business probably isn't
person isn't committed going to work out because that
So I think thinking about teams, to it at that time.
have, and then are you serious what kind of capabilities you
going to be going forward with it, and then have those
conversations with lawyers
I just want to remind folks that Chuck is down here, and he
can't see you unless
And Alexis is over here and happy to hand over the mic if
you've got a question. I'm
comment about when to be in touch, either with your clinic
or some kind of legal influence,
really speaks more and the question that I have
A lot of students say I think I have a great idea but I don't
know if I should share it. I
share it with versus not, and we do have need for a mic down
here, Chuck. >> That's
So information sharing, so a great question.
on this. There's no there'magic answer and Ipinion
think it varies based on what that idea is and whatnot.
But for the most part, within the Internet realm, the web
realm, the software realm, a
though of an idea, odds are other people have thought about
it as well. It's a
able to execute on that idea matter who's going to be
first. Not always best ofirst ultimatelyly or
wins, but who has the best
I think in different industries the standard is a little bit
different. So in the
developers, software designers Internet realm,
little bit more open with what and whatnot, they tend to be a
culture of sharing. That's they share, and it's just a
software many times. So it's the culture of sharing
and growing and not really
building on top of them. So in that realm I think you can
share quite a bit and get some
hopefully you're getting valuable feedback because
already doing something feefull-time themselves. are
So they're not interested in stealing your idea.
Another example is if you approach angel investors or
venture capitalists, almost all of them will say that they'll
sign an NDA, a non-disclosure agreement, just as policy.
They just choose not to because they have so many ideas come
past their desk, they never want
someone says I told you this one to be caught in a position where
that you ultimately funded and, therefore, they're suing thata
financier. They live
reputation. So if they in a culture of
people's ideas, they would were out stealing
entrepreneurs wouldn't want to have a bad reputation and
So there's really reputation get money from that financier.
And that's true for markeall entrepreneurs.ell.
So if I'm known in the community
I'm not out stealing people's ideas, hopefully there's a level
of assurance that I have a good reputation and I'm not willing
to tarnish that reputation by stealing your idea, but rather I
want to provide you valuable feedback.
I will say it's very difficult
without a certain amount of disclosure of your idea because
otherwise you're just speaking
it can be very helpful. That too abstractly and I don't think
correspondence that you'd have, whether it's submitted to us or
when you're going through a screening intake interview with
the Law and Entrepreneurship
Resource Clinic, all us, as staff, are under confidentiality
agreements. So everything you tell us is
held in confidence. If you're engaged with us at the
Law and Entrepreneurship Clinic,
lawyer/client privilege as it yrelates to information sharing
and all those things. So you
that, and we can also advise do have protections like
non-disclosure agreement you on when something like a
definitely are circumstances is appropriate, and there
appropriate and we can where such an agreement is
But for the most part, I think help advise you on that.
and, again, I think each as a general piece of advice,
technology area is different, but as a general piece of advice
I think entrepreneurs, first
too close-lipped about their time entrepreneurs tend to be
probably would be better off ideas, and in general they
speaking about their idea. Now, beithere are some exceptions.on
If you talk about something that's patentable, once you make
a public disclosure you only
can file for a patent. So the havclock does start tickingyou
once you make a public disclosure.
That would be like if you were
Internet or got to a public lecture and speak about it, but
there are ways short of telling the secret sauce to communicate
about the idea and get
Darian has a question. valuable feedback.
Thanks again for being here, >> Hey, Troy.
My question is about applying. and my name is Darian.
select people once a month, and how many people do you select
from the applicants and when is that once a month?
Sure. So in general we let the
applications build up and we
of each month unless there's screen them on the first Tuesday
So the first Tuesday holiday or some other conflict.
It will be coordinated so whenever you apply you'll be
contacted and scheduled for the next available Tuesday they can
make for a time slot. It's
that you come in, pitch your just a 15-minute time slot
we'll make a decision. So iwe'll follow up with an emailen
that says we think you should start with this resource or
start with these two
And so there's no limit on that. resources simultaneously.
through and see us on a given SoTuesday are all great and weme
think that they fit kind of the resources that we have, we'll
put them all, we'll queue them all in our list.
So then you'll enter another
As it relates to the Law and waiting list there.
be taken in order as the law Entrepreneurship Clinic, you'll
So if they're working with a students have freed up space.
client out, they're done working client and they close that
one from the top of that list. with them, they'll take a new
process takes, it's not quick, So, overall, I'd say that the
of the overwhelming demand it does take time just because
average, on the short end it's that we have, but I'd say, on
three months before you're one month, on the long end it's
I'm going to ask one last question because this is a newer
audience from that which you had
a moment ago, and I know you the opportunity to speak to just
succinct answer, Troy, but at cone point you talked with us
about the importance of partnership agreements, and
whether it be family members or friends, at what point should
people be entering into those? >> Sure, sure.
So I think as soon as you've got
that that's going to be the team that team together and you know
then I think that's the time that is in it for the long haul,
corporate formalities. So whether it's registering an
LLC or incorporating a
nonprofit, and in the case of those for-profits, I think it's
really important at that time to set into writing what
responsibilities each party has,
party is receiving. In the what rights and privileges each
that operating agreement that stipulates what happens if
someone dies, what happens if I go into business with a friend
who is married and they get divorced what happens.
So it's all the morbid things is really what you got to think
about. So let a lawyer help you with
those things because that way it makes it less personal.
There are certain forms and certain routine that happens in
the practice for all these
disability, divorce, morbid things, so debt,
So what if one partner is defrauding the company, how do
you handle that situation?
things. But if you It's a lot of those negative
from square one, then you have this procedure in place.
So if that were to happen, you
agreement from your file, dust can pull out that operating
it out, follow that procedure. it off, and look at it and sort
partnership relationship, I Inthink, again, the sooner thel
better you can get that in
to find down the road years wlater and then actually havet
created a business with a lot value and now you disagree on
and you have this 50/50 split,
partners, that's just very it's deadlocked between the
unhealthy for the business, unreally unhealthy for the,
employees working for that business.
That really seeps down to them as well.
They can sense that. So the sooner you can get that
in writing, the better. One thing I say is you'll never
agree more than at the beginning
You always tend or at to disagree more.nture.
So you don't want to start down this path and then once you
start to disagree then you
no one wants to agree. You've dalready had this falling
out. So the sooner, the better you
can think through those issues
do. Don't fall into is what the trap that Ige you to
did with Sconnie Nation. Don't
but actually heed that advice. just listen to the advice
place, have all these provisions Get that operating agreement in
issues as well as a in ppartnership buyout.orbid
What happens if one party wants to buy out the other?
Deal with that. And then
it might not be the most fun once you deal with it,
have dealt with it, it's out of ththe way and you can move on.u
And in the best partnerships, the same is true for the best
contracts, the best licensing agreements.
You'll never have to pull those documents out again because
everything will be rosy.
Everyone's making money. The business will go on.
relationship is good. So It's profitable and the
those documents out, and you can you'll never have to pull
ultimately, how it's going to cwork out, but at the same time
you want to plan for
Well, I know the students and our audience really thank you,
Troy Vosseller, for sharing your expertise.
Thank you.
[APPLAUSE]