Irene has worked very hard to build a business, and things are beginning to come together for her now. She started with nothing but a good idea. Her good idea took shape as she worked for Mammoth, LLC. Her work involved her in machine-tool engineering for die-press tools for this heavy equipment manufacturer. It was good work and the best job she could find when she graduated from engineering school; but her real passion has been for software design, and she worked on that in her spare time.

Her job didn’t allow her much of that, but she would use her nights and weekends in her small apartment to experiment with the design of various software programs. Sometimes she’d bring them into work and try them out on the machine-tooling equipment there. When she realized she had software that really worked, she talked her family into financing a start-up business for her, and when she had it up and running, she gave her notice to Mammoth and moved on. That was two months ago, and since then she’s been working full time on developing her software even further in preparation for marketing it to tool manufacturers as a way to make their tools run much more efficiently than with their existing software. She thinks the federal government may also be interested in what she has for military production applications.

Her Dad has come to talk with her about how this business he and his siblings had given her money to develop was going and learned that she had some very good engineering ideas (most of which he didn’t really understand) but had given no real thought as to how her business should be organized and operated. Dad told her he thought it was important that she talk to a lawyer about everything. Irene said she didn’t really think she needed much legal advice but she sure could use some marketing advice. Nevertheless, Dad pressed her further saying that while he had no experience himself with setting up a business from scratch, he knew enough to know that she really needed some good legal advice.

So Irene checked around with some friends who recommended you to Irene as a good lawyer to consult on business matters. After asking about fees, Irene felt comfortable enough to say that she’d like to consult with you at least initially though she thought it was probably too early for her little business to have an legal problems and that she’d like to check with a few other lawyers before deciding whom to retain. She says that as long as she’s there, she’d like a long-run view because it’s her practice to stick with folks for the long haul once she’s decided to work with them. She also says that her family has suggested that she “think internationally” and she wonders what that will entail. Finally, she adds that she doesn’t know much about patent law but does wonder — since her company is going to start small in scope — whether it would be better to seek patent protection under state law instead of federal law.

1. Discuss what you’d say to Irene to open the conversation with her and how, as your discussion with her proceeds from there, you’d advise her about the matters she’s laid out for you.
2. Address where you think she needs to be focusing her thinking about next steps for her business as it is now and as it may grow in the future, including through IPO or acquisition.
3. If any matters you’ve identified to her could lead to litigation, explain to her the claims that could be raised and briefly lay out the steps litigation would entail from beginning to ending.