Copyright protects the expression of an idea. This includes spoken, written and audio-visual expressions. Hence books, movies, documentaries, photos, recordings, paintings, articles, drawings, poems, songs and music are all covered by copyright (subject to the creators jurisdiction).

Trademarks (and service marks) are a distinctive sign, logo, word,  phrase or indicator used to indicate a good or service comes from a specific individual, company or group as opposed to some other source. It is designed to give consumers confidence in the quality and reputation of a good or service.

Many people say “Monster cable” is copyrighted when they actually mean it’s trademarked.

Trademarks were invented to prevent unscrupulous merchants passing off an inferior tradesman’s work for a more reputable work. So master tradesmen would make their mark on the item they’d made indicating they had approved it’s quality and finish, much like a master painter signs his work.

Really good and expensive work attracts counterfeits. Wanna purchase a watch?

Trademarks don’t have to be registered, but it’s a good idea. Then other similar trademark holders can object and everyone does the intellectual property dance.

It is supposed to be nearly impossible to trademark something generic such as the word “Elite”, but large IP practices seem to get them registered. Often a registration is canceled  on appeal for being too generic or if found to be in broad use by many people.

If the name is a range identifier as opposed to the main brand, and it is not attempting to pass itself off as another brand, then trademark registration is either not worth defending or too generic. So Kogan is releasing the Elite range and Panasonic also has an Elite range. Nobody is going to think they come from the same company.

My preference  is brands, ranges and models be uniquely named as it makes searching for them so much easier.

Board members of community service organizations have legal responsibilities just like for-profit corporate boards. If you want to be effective, learn the rules. For most service organizations the rules are laid out in the constitution and applies to formal board members or “committee” members. Too many people don’t look at this document until it’s too late. I’ve seen active Not-For-Profits that have not held an Annual General Meeting for 3 years because the board blindly followed what the previous guys did. But someone forgot to have an AGM.

Some constitutions are hard to read, in that case consider updating the constitution to plain English. The existing constitution should have provisions for making changes.

Take the time to familiarize yourself with the contents of the constitution.

I am advising a non-profit organization on a internal members dispute. That’s one advantage of my background in Alternative Dispute Resolution and consulting. Sadly it means I spend too much time with people who are in the middle of arguments. Getting the emotion and heat out of a dispute is the best way to win a satisfactory resolution. That outcome may be Win-Win, Win-Lose or even Lose with damage mitigation.

This nonprofit organization had to spill its board but encountered two problems. Firstly most board members relied on their Chairman to explain this board removal process outlined in the constitution. Not enough of them checked the details themselves. Secondly the process they followed was mostly right. Had they read the constitution, they could have quoted the clause under which they acted and worded their resolutions better. Now they’ve got a vocal and unhappy minority who are threatening legal action because of some unclear wording.

Bill’s piece has received some play and is well worth a read to see what excess playing to Wall Street’s demands can get you.

The major take-home for me was his suggestions for the future. This part has been pretty much ignored in the discussion so I’m reproducing it here. I’ll remove it if Bill or Splice Today want, but it’s a great manifesto to build any business by.

If I were running a chain of papers, here’s what I’d do:

1)    Go hyper local; devote all resources, from reporting to front-page space, to local news. No one cares what the Pittsburgh Post-Dispatch has to say about Iraq.

2)    Redesign the websites to present users with a single coherent stream of news stories and blog entries. Create simple filters to allow them to tailor the site to their preferences.

3)    Tell the union you won’t be touching salaries, but that all work rules are being suspended, including seniority rights. Tell all reporters that they’re expected to post news if word of it reaches them in what used to be thought of as “after hours.”

4)    Get out of the mindset of “nice” coverage. Tell the reporters to find the “talker” stories in town—development battles, corrupt pols, anything with a consumer bent. Monitor web traffic to find out what people are interested in. If a particular issue jumps, flood the zone. Make each paper the center of every local debate, no matter how trivial, and make finding and creating those debates the operation’s prime job.

5)    Create chain-wide coverage of all areas where it can be done. It’s sad, but it means laying off a lot more film critics and dozens of other duplicated positions. For such positions, do this. Hire two people to cover the beat for the chain. Make them into sparring partners, arguing about each new TV show, movie, CD, traveling Broadway show, concert tour etc. Get out of the business of being promotional. Give your readers sharply argued opinions, something fun to read they can’t get anywhere else.

6)    Create local listings second to none. Create them from the users’ point of view. Don’t use abbreviations. Overwhelm users with insider information that only locals know; where to park, where to sit, when to go, etc. Get rid of all the site navigation levels no one cares about. Put the information people want front and center.

7)    Devote as much manpower as possible to creating must-read local news blogs. Tell the bloggers to work the phones and IMs, finding out about every personnel change, every office move, any tidbit. Support and cite local bloggers in the same areas. Yell at staff members if they are consistently being scooped by (unpaid) competitors.

8)    Create and maintain a wiki designed ultimately to function as an encyclopedia for the town, from neighborhoods and politicians to every retail establishment. Let it become the ultimate guide to the area. Like Wikipedia, it will inevitably contain information that is controversial. Cover the controversies with alacrity.

9)    Serve the community. Don’t publish crap. Tell folks stuff they might not want to hear. Grow a pair.

Bill Wyman is a cultural critic and author of the blog Hitsville. He can be reached at hitsville@gmail.com.

What is the core business of news media? They are not in the business of “reporting the news”. News media’s business is to aggregate an audience to deliver to advertisers. That is why celebrity tabloids sell – the perceived quality of the “product” only affects the demographics and size of the audience. But in reality the audience is the “product”, journalists and producers are the manufacturing team. The sales team are supposed to be the rain makers. But news media believes their own manufacturing-oriented PR that their business is “the news”.

If news media companies are to thrive under a pay-for-content business model they must now do two new things well for sustainable competitive advantage. Firstly they must deliver compelling content, now mixed with rights management and security that does not interfere with the reader experience. Secondly they must become expert subscription marketers – better than Time Life or Readers Digest. Because the internet is littered with the corpses of companies who believed “if you build it, they will come”. If your business depends on paid subscription you had better become outstanding at the skills to deliver subscriptions. Dave Earley said

It is worrying that users will now be made to pay for news simply because marketing departments are unable to make online advertising work.

Sadly this is typical of sales and marketing reactions in a mature market, it always looks easier to chase the next big thing rather than get great at your core business. If their marketing departments can’t sell online advertising (B2B) how are they going to develop the skill to convince people (B2C) to pay for something they’ve previously got for free? I wouldn’t take that bet.

News media is like the buggy whip manufacturers complaining their markets are shrinking because cars have replaced horse-drawn carriages. Nobody promised newspapers a perpetual license to make money. Evolve or die.  Get good at your real, core business.

Rupert, baby, deliver an audience to your customers.

Powered by Twitter Tools.

Powered by Twitter Tools.

Strategic Mergers and Acquisitions for Fast Growth Firms, Series 1 – Buy Side, Capturing Value Beyond Price

Highlights from Series 1: Buy Side

• The M&A Process from the buy side
• The Wealth Esteem M&A Checklist Methodology
• Special types of M&A deals
  • the true “merger”
  • “Bolt-on” acquisitions
  • Vertical and horizontal integration
  • Diversification
• M&A target identification and deal flow
• Managing the M&A Project
• Key roles and members of the M&A team
• Valuing the business
• M&A Negotiation
• Earnouts
• Financing the deal
• M&A Due Diligence
  • Finance
  • Legal
  • Intellectual Property
  • Human Resources, learning & development
  • Marketing
  • Sales
  • Manufacturing and operations
  • R&D and innovation
  • Logistics and distribution
• Integrating the Acquisition – the forgotten part of the Deal
  • the whole is greater than the sum of the parts
  • mitigating risk
  • integration planning
  • measuring integration success
  • practical integration improvement
• Good to great: Post-Acquisition Review

Coming soon: Strategic Mergers and Acquisitions for Fast Growth Firms, Series 2 – Sell Side, Your Exit Strategy.

If you can't place nice, play roller derby

One of the world’s fastest-growing sports is making a comeback in the university gyms and school halls of inner-city Sydney. All-girl, flat-track roller derby revival is a punk, post-feminist, grrl power, contact sport with an emphasis on skill and safety. The competitors names reflect their on-track personalities like Miss Biff, Trippy Longstockings, Aprilla the Hun, Punky Chewster, and Surly Valentine.

I’ll be taking my daughters to watch the second bout of the new Sydney League (there are only 3 bouts in the inaugural league).

Bout 2: 28 JuneStarts 12.30pm, Doors open 12noon
Tickets from Sydney Roller Derby League
Tickets about $10.00/$5.00 concession
Sydney Boys’ High Stadium
Cleveland Street, Moore Park
NSW Australia

Wanna come? The bout will last an hour.

Like Tank Girl on roller skates with edge.

The Sydney Roller Derby League is bringing the wicked world of all-girl flat-track roller derby to Sydney and looking forward to taking on the globe – on the track and off!

What is roller derby?
http://en.wikipedia.org/wiki/Roller_derby

Sydney Roller Derby League
http://www.sydneyrollerderby.com/

Photos from the SRDL
http://www.sydneyrollerderby.com/mod/slideshow/view.php?id=153

When Telstra was booted out of the National Broadband Network tender process for submitting a non-compliant tender, pundits were eagerly predicting Telstra’s demise or other “dark and awful consequences”. Telstra had submitted a tender that suited their business model, aspirations and view of the future. They signaled the only way they’d consider lining up for the $4.7 Billion AUD the government was offering. I congratulate them for having the balls to stick to their guns.

Today the Federal Government announced none of the remaining tenders were “value for money” and instead would form a new company to build a fibre to the home network to 90% of Australians. Much ink will be spilled in the future on this deviation from the tender outcomes requested, namely 98% fibre to the node.

Here’s my quick take home analysis:

1. Submitting a tender of this size and complexity is a very expensive exercise.
2. No tenderer was awarded a contract despite complying with the guidelines.
3. Telstra spent a little money outlining the conditions they would accept.
4. Who looks smart now?

This seems like a brilliant use of game theory by Telstra. Sol and his team have been called arrogant and out-of-touch, I think they protected their shareholders interests well.

Just because a deal is on the table doesn’t mean it’s always wisest to take it.

How many of the projects we’ve been sworn to keep secret really needed or benefited from that? How many top secret projects failed to launch? Again I’m not talking about early gestation with limited resources, there’s a time and place for keeping something under wraps until it’s time – however even then most people keep it too secret for too long.

Enthusiasm is the hardest attribute to sustain in any endeavor.

I’ve found many companies with a Culture of Secrecy are really staffed by people avoiding scrutiny or responsibility. If they don’t say what they are going to achieve, they can’t be held accountable when they miss.

Everybody misses from time to time. Me included. Looking at what went wrong often more valuable than succeeding by a fluke.

Fear is the other great cause of the secrecy cult. Every manager worthy of the title has had an employee leave to work for a competitor. Weak managers of weak businesses respond by limiting the flow of ideas and information to the team that drives the business. They hope a defection cannot harm them again, without reviewing  if that harm was more than a bruised ego. This is overprotective thinking. When you fell over as a baby while learning to walk, you tried again until you mastered it. If a business is only as good as its secrets it has no better competitive advantage in the marketplace. Are there low barriers to entry for competitors?

Find your competitive advantange. That may be worth keeping close to the chest, but I doubt it. Your success flows from knowing what you do better than anyone else – what others cannot take from you.

Think of great global brands and great businesses like Coca-Cola, American Express, IBM, Toyota, McDonald’s. While some part of their operations are necessarily private they don’t have a culture of secrecy. Where do you want your company to be in 20 years?

For another perspective check out what Robin wrote a while ago at Snarkmarket on iPhone, Secrecy and Excellence

Fans of all types love talking about their favorite things. Basketball has been in crisis for a long time both in Australia and the USA. However the people at the top act as if Basketball is the dominant sports entertainment business and they try to manage the message to the fans. All this does is turn fans off and drive them to other more engaging areas.

As one of the highest participation and interest sports available, how would basketball look if it had an engaged fan base? The only way to get this is to stop trying to spin a message to that fan base. Three people can keep a secret if two of them are dead. Admit the problems, look for options to fix it and engage with the people who most care about the sport. That’s the fans.

I had lunch with a friend who likes basketball, but asked if it was still played professionally in Australia as he hadn’t seen anything about it in years. Those are the people Basketball needs to attract to fill venues at the professional level. In the nineties those people knew about their local team, were not die hard fans, but attended a couple of games per year to enjoy the spectacle. Normally they went because a fan invited them, not because they saw some advertising about a game.

Am I oversimplifying the problem? Do you agree, disagree or think I have no clue? Comment below.

They join the Brisbane Bullets, Singapore Slingers and Sydney Kings in bowing out of the NBL this year alone. The Sydney Spirit (formerly the West Sydney Razorbacks) remain only because the NBL could not afford to allow the only Sydney team to stop playing mid season. To make this happen their players, coaches and staff reportedly took a 50% pay cut.

I have a complete set of 1995 limited edition NBL Car Collectibles (New in Box! – yes I’m that much of a geek). 10 of 14 clubs from 1995 are now defunct. Anybody remember: Canberra Cannons, Geelong Supercats, Gold Coast Rollers, Hobart Tassie Devils, South East Melbourne Magic, Newcastle Falcons or North Melbourne Giants? The Kings and Bullets were there too. Townsville were the Suns and not the Crocodiles (a pox on the Pheonix Suns for the trademark dispute). So only four of 14 clubs from 1995 are still around 13 years later, congratulations to Melbourne Tigers, Perth Wildcats, Adelaide 36ers and Illawarra Hawks – hat tip NLB stats.

The Taipans press release blames the international economic crisis for forcing Pacific Toyota to focus on core business and “no longer financially prop up the Cairns Tiapans”. Unfortunately Pacific Toyota’s executive chairman John O’Brien is also Cairns Taipans majority owner. So it sounds like another case of the sports team relying on the success or failure of the owners’ outside business to fund the team as a side venture. We’ve seen this happen with the Kings and the Bullets this year.

When a basketball club is run as a business in its own right, sponsorship deals are at arms length, cover the entire season, prepaid and enforceable. If the league cannot generate sufficient revenue to cover expenses the entire league is no better than an expensive exhibition tournament. Clubs then have sponsorship, merchandising and ticket sales targets to meet their projected expenses. Given the commercial changes occurring next year – possibly requiring a $1million bond for every team, it is not surprising that nobody is interested in keeping a team on life support in such an uncertain time. Why throw away money on a franchise that may not be around next year.

Lastly this season is a huge failure in sports marketing and sports administration. My initial reaction is the merger between Basketball Australia and the NBL is a bad idea. The elite professional game is about sports entertainment. BA’s concerns are sports development and grass roots. These two outcomes are complimentary but often in conflict.

I am currently reading the Australian Basketball Review Stage Two Report and will comment in more detail later. But I want to get this up now.

The disclosure and reporting details are in this Market Advice. Australian Securities and Investments Commission – Requirements for disclosure and reporting of short sales from 19 November 2008.

So naked shorts are still banned. Naked shorts means the seller has not yet borrowed the shares before placing the sell order. The seller expects to borrow or buy the shares in order to deliver on the trade.

Covered shorts are allowed for non-financial stocks. Covered shorts means the seller must actually borrow the shares before placing the sell order.

The financial stocks that are still banned from covered short sales are listed at the end of this post. But of course there are some exemptions to that ban

From today all sell orders must be identified as either long sale, short sale (for non-financial stocks) or Covered short sale exempt (you knew there would be an exemption somewhere for financial stocks). Sellers are required to indicate which category their order matches.

Anyway, part of the process is to create an excel spreadsheet to aid with the calculation. I’ve done it and thought I share it with you on this post on Monday 17 November 2008. See you then.

Update: 31 July 2009 the new version is available for testing by requesting it in a comment below. Once the testing is complete I’ll make it freely available to registered users.

The background:

• In September 2005 Porsche bought 20% of its larger but less profitable German rival Volkswagen.
• In March 2007 Porsche bought another 19.9% (to 39.9%) and launched a takeover bid.
• In October 2007 the law preventing the takeover of Volkswagen was scrapped.
• On 20 October 2008 Volkswagen’s share price fell 23% on short selling by global hedge funds who bet the price of Volkswagen was too high and Porsche could not economically acquire more stock.
• On 26 October 2008 Porsche announced it controlled Volkswagen through 42.6% direct holding and call options exercised over the another 32.4% (=75% !). As most of the balance is owned by the state or index funds, that left only about 5% on market to cover the shorts the hedge funds sold.
• On Tuesday 28 October Volkwagen became the biggest company in the world momentarily when the hedge funds had to buy “at any cost” driving the price to €1,005 (from below €200 a year ago)
• Late Tuesday Porsche agreed to release an addition 5% of stock to the market to maintain liquidity
• The hedge funds then complained to the regulators that Porsche built a stake without their knowledge.

The sheer arrogance of Hedge Funds crying foul over this should offend me, but it’s their modus operandi to bully, lie and sneak around to make a buck. They have been accused for years of selling naked shorts. Normally you or I must first borrow the stock we plan to sell short before we are allowed to sell it. We’d pay a fee to the lender of the shares. If you sell without borrowing the shares first you are naked. It’s riskier but often more profitable if you can buy the stock on-market after sentiment has turned against a company. Nothing turns sentiment against a company like a huge overhang of stock on the offer line of the quote screen.

So if you can sell a naked short because you think German Automobile Manufacturers are in for a tough time in this economy, it is in your interests to get that story out after you’ve sold. Short sellers told everyone they could that Lehman Brothers was in trouble after they’d sold.

Now naked short sellers represent a counter-party risk of failure to deliver the stock at Trade plus 3 days (T+3).

Take a look at the failure to deliver reports produced by various exchanges. Some companies are consistently targeted by naked short sellers and the sellers regularly fail to deliver stock without serious penalty.

Finally someone with the clout to take on Hedge Funds called their bluff and made a bundle. So the hedge funds cried to the regulators.

These are the same hedge funds ignoring T+3 delivery dates on equities. Imagine what happens if you or I fail to deliver.

What makes me assert these were naked shorts? If the Volkswagen volume was mainly covered shorts it is unlikely the hedge funds would all need to return their borrowed shares on Tuesday 28 October. The borrowing would all be on a normal distribution. So there would not be a spike on 28 October intraday to €1,005. The price would be elevated but it would shake sellers out to the market.

Similarly any index funds or active investor should have been reweighing their portfolio, so the impact should be relatively minor compared to the recent overall market malaise.

Sadly there is a cost to the punters of this lesson. Most hedge funds do not take retail investments from small investors. Instead our retirement and superannuation funds place some of our pooled funds into them. So a hedge fund’s loss does come home to its small investors.

It still felt good to see hedge funds take a hit.