TODAY WE TAKE A BREAK FROM BUSINESS to answer some questions posed by readers about an earlier post. Specifically, questions about my experiences with night photography from readers of this blog. Thanks for your interest in the topic.

Those who know say it takes between 30 and 45 minutes until your eyes fully adjust to the night so that you can see well under a star filled sky. You learn these kinds of things when you take up night photography and have to manipulate the controls of a full frame camera in the dark.

Shine a regular flashlight at the camera and your adjustment time begins anew but use a red light and you be able to see without resetting your eyes to daylight mode. This is another thing you learn and the reason why you see small red lights shining here and there when you photograph the Milky Way from a dark site with other photographers.

The first time I ventured out into the middle of the night to try and photograph the night sky was a few years ago while we were visiting Arches National Park in Utah. It felt a bit weird heading out into the dark alone.

Much of our obsession with lighting our cities and homes, I think, reflects a longstanding fear we have of the dark. It can be unsettling being in the dark when you can hear but cannot see what is going on around you. Trying something new and unfamiliar was part of what motivated me to night photography in the first place.

You could see the Milky Way in the night sky from my suburban neighborhood when I was a kid long ago. I remember the awe we all felt on a clear moonless night when the Milky Way showed best. In most cities now, that’s not a realistic option because of how much more light we flood our skies with. So my other motivation was to visit a sky again that I already knew but had, like most of us, lost.

On my first night in Arches a few years back I had the skies mostly to myself. My only company was a pack rat who kept running in and out of the beam of my flashlight and, after an hour or two, a male voice from the parking area nearby wanting to know what I was doing. Eventually, the voice turned into a man named Art who had read about night photography and walked over to watch the process. Otherwise, it was just me, the sky and an occasional car driving by on the park road.

In the few years that passed between that outing and my trip to Utah this Spring, cameras have improved and much has been written about photographing the night sky. So, I was not sure what to expect this time. Would there be more people out taking photographs? Would I get better pictures?

The first clear night skies we had was at Capitol Reef National Park in late April. Heading out at 2:00 a.m. to catch the Milky Way without the moon, I drove 15 minutes into the Park, set up and shot for a few hours before returning to the motel. I did not see a single person or car. The cold, the quiet, the spectacularly lit sky and the isolation were invigorating.

A few days later, also late into the night but this time at Arches National Park, I found myself in the company of others. In fact, the place was alive with photographers of different skill levels speaking multiple languages.

It was the new moon which is ideal for shooting the Milky Way but the bigger difference had to be the existence of camping grounds within the park. The extra photographers made the process more challenging as people would flood an area with headlights or flashlights messing up your vision and your shots. But it also had the feeling of an event, with folks sharing an interest and working together to get shots. And, some of the shots were beautiful.

My latest trip was to a park designated a Dark Sky Site by the International Dark Sky Foundation. The site consisted of a long shoreline overlooking lake Michigan that you accessed by walking through the woods on an unlit path for a little over a mile. While walking down the path my eyes adjusted to the dark and I could get glimpses of the sky through the trees.

When I arrived at the shoreline the sky was filled with the light from the Milky Way and there were dozens of people on the beach enjoying the star filled sky. A few had cameras but most were spread out on blankets enjoying the dark and the night sky.

If you have an interest in getting out yourself, let me know.

This posting is in response to questions asked since my first posting about the night skies. The photograph above is copyright Clinton Richardson 2016. It was taken along the shore of Lake Michigan at Headlands State Park in Northern Michigan.

IT IS ONLY AN IDEA at this point but apparently a good one. The entrepreneur is striking out from a good paying job with an industry leading company to build a product he knows the industry needs. His wife works with a different employer and will support him through the effort providing financial stability and health insurance while he gets started. They have saved some in anticipation of this new venture.

After he provided his resignation and shared his plans, his employer offered to fund the development in-house and to let him lead the effort. When he said no, his boss offered to invest in his new company. He said he wanted to get in on the ground floor. Nothing specific – the entrepreneur has just begun sketching out his anticipated financial needs – but a firm offer to fund the start up in exchange for 50% of the company.

They have the money to fund the prototype development, which they estimate will take less than six months. The entrepreneur’s first inclination is the decline the offer. He and his wife have heard ‘horror stories’ about entrepreneurs taking on a big investor early. This is a new experience for the entrepreneur and he wants to be cautious.

What should he do?

A year’s funding might involve up to $200,000. The second year would be much more expensive. Complicating matters is the nature of the business the prototype might generate. It could be a product licensed to industry companies to improve their operations. Or, it could be the basis of a service business where the company uses the technology to deliver end products or experiences customized to industry client needs.

The investor is experienced in private investments but not with investments in companies like this one. The investor could provide contacts that would be helpful in the industry and possibly some credibility to this new venture.

The difficulty of getting a valuation for the company at this stage that would satisfy the investor and the founder is an important factor. So too, for this entrepreneur, is the desire to develop a prototype before valuing his company. The idea of conceding 50% of the venture’s future value for as little as $200,000 is a non-starter for this entrepreneur.

What we discussed, instead, was deferring the investor question until the prototype is complete or nearing completion. The risk, of course, is that the investor will cool to the investment during that time.

Alternatively, the entrepreneur could try to negotiate a percentage ownership now with the investor but this will take time and money the entrepreneur is eager to put to work on his invention. Another alternative is to offer to take the money in a non-guaranteed promissory note that converts to equity later when there is more information, and hopefully another investor, to give some substance to a company valuation.

Silicon Valley, specifically the Y Combinator in Silicon Valley, has come up with a third approach we do not see used much in the Southeast but which has proved useful for some companies I have worked with. That is the SAFE instrument (simple agreement for future equity). Basically, it is an agreement to invest now without a promissory note for the promise to convert the investment in the future for equity of the type being sold to other investors. Often, the instrument provides the investor with a discount to the future price.

That was my recommendation in this case, if the entrepreneur decides he needs to include the investor now. I also provided some introductions so he could get other opinions.

The devil, however, will be in the details. What size the discount should be and whether the investor wants to further complicate the instrument to the point that the exercise becomes too expensive or time consuming. Many investors, in their zeal to be protected and have all the terms their buddies have ever gotten, can overburden SAFE agreements with covenants that attempt to de-risk the investment beyond what’s rational.

Time will tell here with more conversations to come.

ENTREPRENEURS, LAWYERS AND DOCTORS share some common traits. Most are bright, competitive and focused. Most of them are good problem solvers. But sometimes being competitive and focused can get in the way of effective problem solving.

Consider an engagement I remember with some frustration. I was called in to represent six physicians with an active specialty practice. They and their practice were highly regarded and they, you could tell, considered themselves shrewd businessmen as well.

Some time back they had backed the development of a new technology. The entrepreneur had worked directly for them but had since moved to independent facilities as his operation grew. The doctors were frustrated with their entrepreneur and felt less informed than they thought they should be. It had been a few years since they have made their monetary investment and they wanted to cash out.

That was my engagement. To get the company to buy their stock now at a price they had designated.

Usually that would be a challenge at the price point my clients wanted. Growing companies like this one, with little or no revenue, rarely have cash lying around in large bundles. They, like this company, are still dependent on inflows of cash from new investors to fuel their growth.

So, diverting a large amount of cash away from the business to buy out some early shareholders usually depends on one of three things: large loans personally guaranteed by the founders, new money coming in at a higher valuation that is willing to buy stock from shareholders, or a significant pending transaction. Entrepreneurs are loath to give personal guarantees so the willingness to buy usually signals one of the two latter reasons.

In this engagement, it turned out, the only challenge was timing. The company was willing to cash out all six of the investors at the designated price but needed time to get the funds together. At the same time, they were not eager to buy. They also encouraged the doctors to wait and not cash out now. They would not say why. But they agreed to let any doctor opt out from the sale.

I passed this on to my clients who were still frustrated with the entrepreneur and suspicious of his motivations. They asked me what I would advise.

Of course, I could not make the decision for them but I pointed out that the company’s ability to gather the cash needed to buy them out coupled with their recommendation that the doctors wait suggested that a transaction might be in the works. Their inability to say why they thought we should wait could be imposed by conditions to a pending merger, acquisition or public fundraising event. If this was true, waiting could get them a higher price.

The fact that they had a couple of emergency board meetings while we were negotiating also suggested a transaction might be imminent. And, their willingness to accept our price without much negotiation indicated they thought the price was undervalued.

I told them I would wait if I did not need the money now.

What did they do? Five of them sold for their price. They remained suspicious of the entrepreneur’s motivations and discounted the possibility of a significant transaction. They accomplished the goal they had focused on - getting out at their price. The sixth held onto his shares.

Six months later, the sixth doctor moved out of the practice after the company whose stock he kept merged into a public company and his shares became worth multiples of the price he did not sell at.

Of course, there was risk in his decision. Events could have developed differently. But he answered the question "what's wrong here" by altering his immediate buy out goal and was amply rewarded. Despite the value of being laser focused, sometimes you have to ask yourself what’s wrong with a situation and consider an alternative path.

Photo taken in Atlanta Georgia. The clerk at the Wild Birds Unlimited store noted the irony of being next to a chicken wing restaurant. “We feed them and they eat them."

IT DEPENDS ON who you ask and what you mean by invented.

Was the selfie invented by Robert Cornelius in 1839 when he produced a daguerreotype image of himself? Cameras were so primitive then he had to remove the lens cover, run to position, stand for a minute and then run back and put the lens cap back on. He claimed invention when he marked the back of the finished photo "The first light Picture ever taken."

Or was it the developer of the Brownie Kodak camera in 1900 that made self-portraits more widespread? If you think the selfie is tied to front facing cell phone cameras maybe you give the nod to the Sony Ericsson company for the Z1010 mobile phone they released in late 2003. Some say the first use of the word selfie appeared in an Internet forum in 2002.

But if you think that the essence of the selfie is a self-portrait that can be widely distributed then you need to look much further back in time. My candidate?

I nominate Cyrus the Great. He was the first to distribute his image using a relatively new and widespread media – coins - sometime between 550 and 539 BC. Leader of the largest empire the world had seen, his territory stretched from the Mediterranean Sea into the Indus Valley including all of the ancient Near East, Southwest Asia and parts of Central Asia and the Caucasus.

Cyrus used the coin medium perfected by the great Lydian leader Croesus when he defeated Croesus’ army and annexed his territory. While coins existed earlier, Croesus had standardized the weights and purity of his coins in a way that made them into international medium of exchange. With such wide distribution, ancient coins became a perfect way to communicate with a large and mostly illiterate population.

But Croesus never put his own image on his coins. It was left to Cyrus to make that innovation when he had an image of himself kneeling and drawing a bow placed on the coinage he adopted from Croesus. The image (shown above) may be crude by modern standards but so was the technology. The dies used to hand stamp the images onto his coins were engraved by hand.

Above, from the Ancient Selfies™ collection, front side of a coin issued by Cyrus the Great.

WHAT DO YOU DO when your client, who likes to self-lawyer, calls you and asks you what term you would change if you could only change one provision in a funding term sheet?
I will share my answer with you with one caveat. I do not think there is one best answer to the question especially the way it was posed to me. But, sometimes, you are called upon to make a call when there is no best answer.

First, some background. I knew this client well and had worked with him for years. We had negotiated his way out of a prior business together and he had a fast growing company that needed cash badly. He loved to do his own lawyering and we knew each other well enough to kid about how he was just deferring my services until it was time to clean up his messes. And, he was very bright and good at negotiating.

When he called with his question he had been searching for money for a while. A prominent West Coast venture firm was visiting as part of their diligence and had written him a big check he could cash as an advance against their full funding if and when he signed their term sheet. They were leaving in an hour and he wanted the advance money now. He would not let me see the term sheet, saying it was your typical series A convertible stock deal with the right to have a director and some class vetoes.

“How long is it,” I asked. “Just a couple of pages,” he answered.

So, back to the original question. If you cannot even read the term sheet and have to give an opinion about what one thing to negotiate – the client thought correctly that if he changed just one term they would sign it on the spot and release his advance check – what would you change? The valuation? The veto rights? The preferred preferences? The director rights? Or, some other restrictive term common to series A investments?

Well I went a different direction. Remember, it needed to be a potentially impactful change that the business people on the scene would feel like they could change without risk. My answer? The attorney fee reimbursement obligation. I said cap the amount you have to reimburse their lawyers at a low number.

An hour later I received a copy of his signed term sheet. It was short on details with only one written change initialed by both parties. The amount the company had to reimburse the investor’s lawyer for was reduced from $30,000 to $5,000.

And then the fun began.

A week later I got a call from a partner in the big Silicon Valley law firm representing the venture firm. He was annoyed by the attorney’s fee limitation and admitted he did not quite know what to do.

"It’s not enough for us to staff this properly," he said, "or even to draft the documents."

He asked if I would draft the documents (always an advantage) and said he will send me a copy of a recent funding they did for the same client with a company they bought controlling interest in. He asked me to use his documents as a form.

I agreed. What I heard was that his form would not have the normal vetoes and board protections that restrict management freedom. You do not need those when you buy a controlling interest. I also heard that he was not going to think hard or critically about what we sent him if it did not look too different from his form.

When I got his form, I talked with my client. The form was what I expected. It was much lighter on restrictions that a normal minority interest series A investment. So we agreed to an approach that would have me stick closely to the form adding in only what was specifically required by the sketchy term sheet.

Once this was done we sent the agreement with a redline against his form to the lawyer in Silicon Valley. As we guessed, he gave it only a cursory review and we closed quickly.

The client wound up with great terms in his series A that continued to flow through four more rounds of funding. On more than one occasion new investors, who felt constrained by the terms of the first round which are usually the most restrictive, noted to me that they could not believe the terms we got for the company.

And the ultimate end? The prominent West Coast venture fund that provided the series A funding got it right notwithstanding the light protections in their series A stock. The entrepreneur delivered a gigantic exit after several years that provided the venture fund with its highest return in its portfolio.

Would I give the same answer again? I do not know. It would depend on the circumstances.