Ronen Heine - Founder & CEO of LUNA Ronen is the founder and CEO of LUNA, a one-stop shop for legal, accounting and strategy services for startups and entrepreneurs. After four years working as a corporate lawyer, Ronen discovered that entrepreneurs and startups struggled to get their legal and financial affairs in order whilst trying to make their dream a reality. Ronen now leads a team that helps over 500 startups launch, scale, pitch for investment, and much more.
Show Notes
LUNA on Instagram: https://www.instagram.com/luna_startups
LUNA's website: https://www.weareluna.co/
At a glance
From this episode’s transcript.
- –In Australia there is effectively no legal distinction between a 'lawyer' and a 'solicitor'; barristers are the ones who argue in court.
- –Australian trademark law is 'first to use,' not 'first to register' — using a brand first can beat someone who trademarks it later.
- –By default, a freelance developer/contractor owns the IP they create unless a contract explicitly assigns ownership to the business.
- –Early-stage startups are generally better off avoiding expensive lawyer-drafted contracts until they have paying customers, since business models often pivot quickly.
- –Sweat equity/profit-share arrangements (e.g., equity vesting over 4 years) are increasingly used instead of high salaries to incentivize senior hires in startups.
Questions this episode answers
Can a startup legally copy and paste another company's contract or terms and conditions?
According to Ronen Heine, it's technically possible but risky — contracts must be adapted to your specific circumstances, and he cites a case where a company copied a competitor's terms and conditions without even removing the original company's name. He recommends using open-source templates and adapting them rather than copying directly, and suggests avoiding spending money on formal contracts until you have actual customers.
Who owns intellectual property created by a freelancer or contractor in Australia?
Under Australian law, the creator (e.g., a freelance developer) owns the IP they produce by default, even if a company paid for it — unless a specific legal agreement explicitly transfers ownership to the company.
Is Australia as litigious as the United States when it comes to suing businesses?
No. Ronen Heine says that in 10 years working with thousands of clients, he has rarely seen disputes go all the way to court, and that the US culture of 'getting corporate counsel' as soon as you start a business doesn't really exist in Australia.
Episode TranscriptShow
Josh: It's The Daily Talk Show, episode 781, Weekend Banter, and we got Ronan Heine on the show.
Tommy: Welcome to the show. Welcome, welcome.
Ronen: Thanks, thanks for having me, guys.
Tommy: So are you a lawyer? What's the difference between a lawyer and a solicitor?
Ronen: I don't know, um, honestly. I, in all seriousness, I don't think there is a difference in Australia.
Tommy: Really?
Ronen: I mean, they actually— Yeah. No, like, yeah, I'm a lawyer, I guess.
Tommy: So, do you go to, like, will you go to court?
Ronen: No. So, I won't, but I can.
Josh: So can I. I just doubt I've committed a crime. Yeah.
Ronen: So, it's funny in Australia, it's, you know, there's actually differences between people who go to court and don't. So, you know, you might have heard of counsel. Baristers. So, barristers are the people who speak at courts and lawyers are the people who, you know, do the contracts and the research behind. But in America, where most people think of lawyers, they can do it all. Lawyers go to court, you know, you've probably seen Suits where they, you know, get a case and they do everything from the research, the contracts to then like, you know, suing people and all sorts of fun stuff.
Josh: I feel like your business Luna and the team that you have there are like the modern-day fun version of lawyers. When you think of lawyers, I think of, you know, suits, as in wearing them, but also the TV show. That's your background. You've come from being a suit. Is that a rude term to call somebody, like, when you were a suit? Did you get offended by that?
Ronen: Not at all. I wasn't offended. I thought it was pretty cool at the start, and then I started to realise it was really annoying to wear a suit every day. But I, yeah, I started out as a corporate lawyer at one of the big law firms. Suit, tie every day. It was really cool when it got to a Friday and we had casual Fridays where we could take the tie off and just, you know, have one button open. And that's casual Friday. That's, that's pretty much how I, um, I started out. So I was there for about 4 years before, yeah, starting Luna, which is sort of reinventing how Legal and other services like accounting, finances and investment is done for entrepreneurs and startups.
Tommy: With all the COVID-19 stuff that's happening, are there certain legal things that have come out of that for startups?
Ronen: Yeah, huge. Well, I mean, first of all, all of a sudden with COVID-19, you could just basically stand people down or furloughed. I hadn't even heard of these terms before COVID where all of a sudden you can just let your staff go and not pay them for a period of time. So, that was kind of a huge thing and then not, you know, a lot of the stuff with landlords and rents and not being able to turn up to work. It's, yeah, it's been a huge thing in the legal space.
Josh: The old-school sort of law game, I guess, is, I mean, from the outside, very complicated. It's like you've got to pay somebody to think about it for you. Has there been a shift in law for, I guess, the gronks out there, just so it's all much easier for the, the, the common man to understand, the common woman?
Ronen: Um, I wish I could say yes, uh, but it's actually— it's such an institutional problem, I believe, that it doesn't just change overnight with intent. So now you see a lot more, um law firms and lawyers say, you know, instead of using billable hours, charging, you know, a set fee. But, um, you know, the whole nature of the law is it's so institutionalised to think about yourself before the clients and your self-worth. And it's like a really deep-seated issue. So I think it's— I actually think not too much. Most big law firms charge huge amounts. Most clients don't understand why they need those huge amounts. Most clients don't probably see the value, um, and a lot of people just avoid it because it's intimidating, unknown, foreign, meant to be super serious and super expensive. And I think it'll take a while to change, but there's more and more people, I guess, places like us that are starting to sort of reinvent what, um, the whole service looks like.
Tommy: I mean, startups are quite scrappy. You think about that design services like Envato where it's like rather than going to a designer you can get a template, you can just do it all yourself. With legal stuff, how much of that can you do? Can I just— obviously there's these open source legal docs. Can I even— if I take— if I get a contract from someone, from— am I able to copy and paste? Are they contracts under their own copyright? How does this— how does this work?
Ronen: Yeah, well, it's pretty hard. So, uh, the truth is, um, there is plenty of like open source stuff and you can sort of take a contract, but it's pretty hard to apply it to your circumstances. So just kind of— it's not like copying and pasting a logo. I've got the logo here, now put it here and it just— look, it just works. It needs to be changed to suit circumstances, and that's where the confusion lies, because some lawyers will come in and say you need to spend thousands of dollars to change it to your circumstances. But I believe it's just like small little changes that You know, with information and technology, people can do that themselves, but they just need people to provide them the information and technology to do it.
Tommy: So, is it like, I can imagine, say like I've been doing video production for 15 years and I remember the early days people just grab someone else's terms off their website and do a copy and paste job and you can do a, you know, a Google search where you quote this stuff and you can see the same terminology used time and time again.
Josh: Oh, didn't you— you took a contract you'd had made and copied and pasted a bit of it?
Tommy: Yeah, and you saw— yeah, because I saw like, you know, I paid a legal firm to put something together and then put in there around New South Wales law, and I'm like, hey guys, I'm in Victoria or whatever, can we have this updated? But yeah, you get the sense, like the struggle that I've had in the past is it's like, am I paying huge amounts of cash for a template and what's stopping me from going and copying and pasting, especially with privacy policies and what's happened in Europe with, you know, the expectation of, you know, mentioning cookies and stuff like that. Copy and pasting, is there a place for it at all? Like if you're really scrappy and getting started, is there a way of communicating this stuff where if you don't have $700, $800, $1,000 to spend?
Ronen: Totally. Well, I'll give you a funny storey because when you do copy and paste, so I'm about to say, yeah, sure, go for it. But a tip, don't do, so we had a client who came to us once and he said, oh, there's a competitor of mine and I'm pretty sure they're just like, every time I get a new product, it's a furniture company, every time I get a new product, he copies me. Every time I change my website, they copy me. They're like cop, copying our search terms. And actually, I looked on his terms and conditions and he's copied my terms and conditions. I'm like, oh, how do you know? He says, well, they've still— he's still got my company name in there. So the person who stole the terms and conditions hadn't even changed the company name. So if you are going to copy, yeah, um, at least change your— the personal details so they, they suit you. But, um, in truth, I, I think when you're a scrappy early stage startup you should better off spend your money on, you know, testing your product, getting to know your customers really well, spending time, um, yeah, developing stuff that will move the business. And, you know, you can run experiments and learn and grow. And then later on, there's a point in time to, um, to sort of get lawyers and accountants and, um, you know, sort of like professionalise your stuff. So I wouldn't say, I think there's ways that you don't need to copy other people. There's plenty of open source stuff out there, like you said. We have stuff like that as well. Take that and just apply it as best you can is probably my tip rather than copying. But yeah, I wouldn't recommend if you're a day one startup going to a lawyer to get your terms and conditions done before you have a customer, like probably before you have 10 customers, maybe even, you know, you're earning a couple of thousand dollars. Before sort of doing that. And really the main, the main reason there is, you know, startups, they, they come on day one and then 3 months later they're in a new line of business, and then 6 months later they've pivoted to something completely different. So often it's, it's quite simply a waste of time and money at the start to do anything.
Josh: When you think of— when I think of lawyers, it immediately brings my mind to getting sued or suing somebody, and it's probably because over in the States you drive down Hollywood Boulevard and you're seeing signs that are, you know, you need a lawyer, you've been in an accident, you want to sue somebody. I mean, in Australia, what's the— I mean, people have lawyers to then— Do you like employ— You know, I guess what I'm trying to say—
Tommy: The US is very litigious.
Josh: It's a big difference. It's like everyone has a lawyer in the States. What's going on in Australia? Is there a lot of people that just have lawyers for the sake of having a lawyer to sue people?
Ronen: No, completely different. So, I mean, in 10 years, I've really never been involved with anyone suing someone all the way to court. And I'm talking like working with thousands of people. It, it's very rare that things make it to court. It's very different to, um, very different to America. I mean, it does happen probably in the big corporate context a lot more, but in terms of small businesses, startups, smaller tech companies you know, entrepreneurs, uh, it's, it's, yeah, it's, it's not the same thing as in the US. Like, in the US, you set up a business and you get— it's like you need to get corporate counsel as soon as you set up a business. Uh, here it's, it's not so much like that.
Josh: What does that mean, getting corporate counsel? Like, what, what's the version in Australia?
Ronen: I don't know. Like, I don't really know, to tell you the truth. So, um, I think in America it's a bit to do with, yeah, I need to get count— like, even setting up a company is a bit more complicated in the US. Just the threat of litigation or doing something wrong is so present that you, you, there's value in actually having a relationship and getting a lawyer who can be on call for you. Whereas in Australia, I don't think it's so much about getting a lawyer who's on call for you, more so a lawyer to help you out, navigate issues, hurdles, take investment, build contracts, deal with issues, but not so much someone I can quickly call because I'm getting sued for X, Y, and Z. Whereas in the US, that's like a threat. So, you really want to have that relationship.
Josh: Well, you see what it does to the culture. See what it does to the culture. Like, I don't have a fear of being sued in Australia. And like over in the States, everyone like, I reckon you're safer walking across a road there because everyone's scared that you're going to get sued for everything you've got.
Tommy: Well, I think it's systemic. So, it's like if you don't have health insurance, then all of a sudden you could get a big bill, a medical bill. And so, all of these things sort of compound and it's like, okay, well, You know, sometimes you have to suit it to make a living or make it work.
Josh: Do you think there's any benefit to that system over there versus Australia?
Ronen: I don't know that there's much benefit about anything that's going on in the US.
Josh: Yeah, no, that's a fair point.
Tommy: Fair point. I know.
Ronen: I don't know. I just reckon it's crazy. Like, you go— here's— here you go to a Japanese restaurant in the US, here's the sushi menu, and then there's like a You know, half the menu is telling you about the disclaimer of, you know, eating raw fish and then, you know, watch TV.
Josh: Really?
Tommy: Well, you go into Disneyland, it's like, you know, they've got materials that cause cancer. It's not really the happiest place in the world.
Josh: It's a real hyperbolic joint, isn't it?
Ronen: Yeah. No, no, I definitely, I seriously, I think it's great that we don't have that type of culture here, for sure. There's other stuff in the US that I think is a bit better in terms of legals and corporate culture, but Definitely not that side.
Tommy: Uh, intellectual property. How much of, uh, protection— protections around IP are built into the system versus what do we actually need to actively do to protect our ideas?
Ronen: Good question. So this is like a big one that people confuse. Um, so you guys have heard of a trademark?
Tommy: Yep.
Ronen: Yeah, so, um, if Australia, it's— there's two things that people, people think that I've got a trademark, I'm protected. But actually, Australia, the law is it's the first to use, not the first to trademark. So the, the person who was using the logo, the brand first, is entitled to that logo or brand. Trademark is just, say, you telling the world I own the this brand or it's mine. But just because, you know, some— if someone's been using the brand for 20 years, then all of a sudden someone else trades market— trademarks it, that doesn't give that second person the right. So, that's like a really big one in intellectual property. And the other huge one that not a lot of people know about is the law about creating in Australia. So, you know, in our space in tech and startups, you know, there's a lot of a lot of engineering that gets done. And so, the law in Australia is the creator owns. So, often you might outsource that. So, say you're a business and you've got a freelance developer that writes code for your company or develops some unique IP. That developer actually owns the IP, not the company that it was produced for, unless you sort of have a special legal document in the middle making sure that the company owns it. And that's That's a huge one. I've seen all sorts of—
Tommy: So, Georgie Boy's Hump Day Replay. We've got our editor who's got his own show that's about the Daily Talk Show. Just launched. Because he's fucking— Because he's working on it, he actually would— We need to get a contract.
Ronen: Unless he's an employee. If he's an employee, it's all yours. You own everything he does.
Josh: He's getting real murky.
Ronen: Let's start.
Josh: Eject.
Ronen: Eject.
Tommy: No, this is good. No, this is good.
Ronen: But if he's a contractor, you know, if he's a contractor, Georgie, it's time to ask for a bigger cheque or something.
Josh: Yeah, lawyer up, bitch.
Tommy: What about release forms? So we've been very loose when it comes to release forms. Does implied agreement, if someone comes onto a microphone, comes like— what's the deal?
Ronen: Um, I think, yeah, there's— this is like a super grey area. So, uh, yeah, there is, there is like an implied contract, and just not everything has to be in writing if there is this implied contract. But, um, I guess whether it's implied or written in terms of a release, that doesn't get the person, um, out of— so you guys doing something you know, really bad, even if it's written or implied. So, I think like you see people with waivers saying, hey, you know, you'll, I don't know, you'll, we'll write a waiver and you release us from doing anything in the world. But then, you know, they set up a negligent or dangerous situation where someone's leg's about to get cut off and, you know, no waiver will work there.
Josh: But I guess, so for people that have podcasts, I know your brother's had one. Ronan, if you get someone onto your show and you don't get them to sign something and then they say, can you take it down? I didn't really like what I said there. Do you legally have to? I know what the right thing to do is, the good bloke thing to do is, but legally, it's not the sort of business we want to run.
Tommy: What's our obligations?
Ronen: I would think as long as that person, and it's pretty clear that they know they're coming onto a podcast, that it's live, that it's going to be, you know, put out into the world straight away just by email correspondence or whatever it is. Well, then, you know, I can't— So, if I'm the guest, for example, I know this is going to be live. I know you're going to just put it out there. It's very obvious to me that it's for the world. So, I can't really say that I didn't know that and I didn't buy into this, you know, implied agreement that we have. So, I reckon you guys are all right.
Tommy: I think like one area that I guess it gets a little bit murkier is when we do promos or things like that.
Josh: I thought you're gonna say hidden camera.
Tommy: But definitely the promo stuff I think is an interesting one where it's like, yeah, like I think that we're rolling the dice being like we're thinking about what the optics of these types of things. But there could be a time where it's like we have someone on our show that maybe goes to a— has their own podcast or something's competing, and then all of a sudden it becomes a little bit hairier about including them on some sort of promo that we're doing.
Ronen: Yeah, promo is a big one. So, you probably should do something there. Yeah. Because I— Yeah, it's all about what would the person, the guest, reasonably expect that you're using this material for. So, you know, I would think it's being published right now for the world to see, but probably not to be, you know, promo'd. But now that you told me, that's totally, totally cool.
Tommy: So maybe it's just a line, because I think that like one of the things— I used to work at Envato and they had a very sort of innovative legal team, and one of the things that they spoke about was the importance of clear language that people can read. And sort of, um, the, the legal counsel there's now— she works at Xero heading up their legal team there. And it's very much around if people don't understand the terms, if it's not in a way that they understand, that it's a little bit redundant. What is the— what's the deal when it comes to the obligation for us to make sure that the people who are signing the agreement actually understands each element of the agreement?
Ronen: Well, I think it's just like a common sense approach. If you use language, it's all about what a reasonable person the person receiving it should understand, right? So, you know, if I— if there's like really specific terminology to podcasting, I don't know what it could be, but whatever it is, then, you know, I might not understand that. So it's got to be in my eyes. So as long as someone in my position should reasonably understand it, then, then you should be fine. So, um, but it's, you know, there's another school of thought that maybe you should get it in writing, send it in an email, and then you do that in the email, and then just before you start the podcast, you do a verbal consent which is recorded forever, you know.
Josh: Yeah, I feel like, um, even sort of people like us get real pumped when we know the law when someone doesn't, and we can leverage that and be like, no, that's not the law. It's like, uh, ombudsman, you know. No, I know the consumer law here. I mean, Warranties. You're actually a lawyer. Is there a time that it hasn't been within work hours where you've pulled on something you learned in uni and you've, uh, you've pulled out, uh, you know, Section 32? Doesn't go right.
Ronen: I, I'm gonna tell you something crazy, um, it's gonna blow your mind. In, um, probably 10 years since finishing law school, I would have opened up like actual legislation a handful of times. I almost can't— I know that sounds nuts, right, that I'm a lawyer, but a lot of what lawyering is actually isn't calling upon the law like that. It's mainly contracts and negotiations and tactical stuff. That's being a commercial lawyer, which is very different to people who are going to court or maybe employment law, but Yeah, so that's not a really good answer for you because I'm basically saying no, I haven't, because I basically have hardly needed to pick up legislation in 10 years.
Tommy: So in regards to that then, putting together a contract using, using that example, are you qualified? No, I guess the, um, the creative— it's a good question. We're working out now, um, the— yeah, no, on the, um, the stuff around who owns what and creators and freelancers and things like that, is it then against the law, or what, what is it called when we put something in a contract? So we have a freelancer working for us and we put in the contract, hey, we own the copyright. When it goes against that sort of broader law, how would you write something? Like, is there any time where, um, that could be an agreement?
Ronen: Yeah, so that's totally— this is like a really good example of when you want to use a lawyer. You want to, if you're doing something really important because someone is developing IP that's going to be fundamental to your business, you know, like it's going to be the core base of our code base or something like that, or it's a, you know, something really important, um, for the future of the company, then you want to get some expert help to make sure you use the right words that make sure you own that IP. But yeah, basically you just put it in a contract. Uh, there's some wording that makes it very clear, uh, that you, the company, owns the intellectual property of the freelancer or the contractor. And, um, and then off you go and it's done.
Tommy: Do we have—
Ronen: as long as it's—
Tommy: as long as it's set up in the right way. And you know how you hear in the US, oh, this is unconstitutional or whatever? Like, do we have a constitution? I think I heard it on The Castle. Yeah, it was mentioned.
Ronen: Yeah, we do. We do. I mean, I'm not sure exactly what's in it. I mean, there's a whole—
Josh: haven't opened it.
Ronen: Should be in it that's not, um, that's a bit political.
Tommy: But, um, so what's an example of something that we couldn't do in a contract just because it would be considered unconstitutional?
Ronen: It's— no, so our constitution isn't so much like that. So our constitution's a bit more to do with, um, less on contracts. And, uh, you know how like in the US it's very much civil liberties and, you know, Our constitution is, yeah, it's sort of, it's just not used like that. It's sort of setting the framework for Australia and how governments make decisions and stuff like that.
Josh: What blows my mind is like business models like Facebook come in and they're brand new. And I guess you'd be seeing startups that are innovative business models that are you adapting the law to suit the business model, or is there new laws being created each day to, you know, keep up with the progression in different types of marketplaces and businesses that are coming up? New startups, I guess.
Ronen: Yeah, well, this is the really cool thing about working in startups. Like, for our team, it's, it's pretty challenging because startups are, you know, they're frontier businesses. Basically, they're heading into territory where no one else has been before, so you know, laws created, and the law is created based upon a concept called precedence, what's happened in the past. And startups are dealing in the future, not the past, right? So, um, you know, we see all sorts of companies who are, you know, if you think about autonomous driving or autonomous vehicles and all sorts of uses of AI and robotics and stuff, you know, robotics replacing Humans in the workforce, these are new concepts. So how do you have laws for robots? Do you know what I mean? It's totally different. So we actually play a lot in the area of there's no law yet created. What, how do we protect some of the founders we work with? What's the best approach? What do you do? It's kind of like, you know, we're at the cutting edge of that. So yeah, basically no, there's not a lot of, for the really unique IP being developed. There's, there's not a lot to look at, and you kind of work it out as you go. Um, you know, crypto, blockchain, that's the same, same thing. Everyone's trying to work it out right now. Uh, yeah, so it's pretty cool to be in that space.
Tommy: How liable are companies to what their employees or the people within their business contractors do?
Ronen: Uh, they are pretty liable. Not so much when the, when the employee goes rogue, but they're— what companies are responsible are creating an environment where the employee should know what to do, right? So, you know, that's like setting up an environment where employees know that they, um, what's right, what's wrong, what's appropriate behavior, what's inappropriate behavior. That's sort of like the response of the company. And if they set up an environment where people have been trained and educated and, you know, they've got values and all sorts of stuff that, um, makes it obvious to an employee as to what's right, what's wrong, what's acceptable behaviour, what's not. And then if an employee goes rogue and, you know, goes and attacks a customer or something because they didn't pay, that's— that would be on the employee, not the customer.
Tommy: What about content creation? So, we're in a business where we're creating content all the time and we're bringing personal things into the show and it's like, having worked in radio, it can be a bit of an HR nightmare externally when you look at it from an optics perspective of like, is this bullying? Is this, you know, is everyone okay here? Have you, um, have you seen any shifts in the way that companies can set up to allow for things like content creating and making a safe space?
Ronen: Well, I don't know, this is such like— this is what I mean before about tech and startups. So podcasting is also like an example, kind of frontier business Right. And the whole idea of publishing, right. So, in the past it's been newspapers and television organised, you know, news networks. And then you have social media now and everyone's publishing something. And who's responsible for that? And are you guys, as the hosts of this podcast, if we're going live and I say something ridiculous, is that on you or is that me personally? Right. It's, it's totally grey because you guys aren't signed up as a— even though you can create content and you're content creators, you're not, um, you're not technically news organisations that have, you know, these media laws and publishing laws. So it's like, again, super, super gray. So what, what can you do? Yeah, I think, I think, you know, just making sure that there's a safe word.
Tommy: We've been talking about a safe word where it's like, yeah, legally cut it. Yeah, I don't know, like, yeah.
Ronen: A safe word's good. Like, like maybe a button you can push that you can say something stupid and then just like, I blow up something.
Josh: How about Luna as a safe word? Because we know lawyers could get involved if we go any further.
Ronen: Yeah, that, that would be amazing. Yeah, you can have Luna. We can even get, um, you know, a direct flight line from our team. Yeah, definitely. Yeah, do it on the spot.
Tommy: Yeah, perfect. Contra deal.
Josh: You know, you know how you hear of mechanics that have horrible cars, you know, faulty, and web developers that don't even have a good website. I mean, for you guys as lawyers, uh, how's your backend?
Ronen: If I wish I could show you, I should probably show you what the room looks like, and this might summarise our backend. I don't know if that's good.
Tommy: You're currently on the top of a ladder.
Ronen: Yeah, right now it looks, it looks super polished, right? It looks It's like, yeah, we're probably in this really nice—
Tommy: the logo, it looks legit.
Ronen: Yeah, there's garbage everywhere. There's garbage everywhere.
Josh: And so, um, I want to get to the bottom of that, but as in, like, you know, you guys trademarking your logo, like, you're doing everything that someone who would want to pay lawyers to do would do, or is— yeah, or am I wrong?
Ronen: So I'll tell you this, the bit of it is, um, I think it's like anything, it's way easier to give advice than take it yourself. Yeah, it's way easier to— no, it's way easier to guide other people and say, oh, you should be doing this, you should be doing that, you should be focusing here, you should be focusing there. It's— and then you, to do it yourself, you know, it's, it's harder. And, um, so we, we've done everything, but we haven't done it at a, you know, we haven't gone over the top. Yeah, we've got trademarks, we've got good processes, we've got good HR stuff, but we are exactly like the startups. We kind of do it as we go, as we need, as we need to, based upon you know, the money we have available as a business. And we, we think of ourselves as a startup as well. So, um, you know, we don't just go and have the best contracts in the world, the best trademarking possible in every country going around. We, we do what we need to, um, but you'd be surprised with, uh, yeah, how, how slow we are and how much better we are of helping other people to get their stuff done than doing, doing the stuff ourselves.
Tommy: On the trademark thing, how many of the startups you speak to that are getting trademarks are doing it for external, external reasons that are outside of actually protecting? So an example is I've seen businesses have success in getting their Instagram verified or things like that using documentation saying that they're, you know, they've got the trademark. Like, why are people getting trademarks?
Ronen: So like a big reason is if you're a product business and you want to sell in the US, So, you know, you've got a physical product and you want to put on Amazon, you actually, you need to have a trademark to sell in the US on Amazon. So, that's probably the biggest reason right now is anyone who wants to sell on the Amazon marketplace, you have to go and get a trademark.
Tommy: How long is that taking? So, say we have an idea and we come up with, you know, the Comfy Hoodie, we'll call it the Comfy Cuddle, and it's a hoodie. And so, if we want to register Comfy Cuddle, What's the process like? Do we have to wait for people to, what's it called? You know, like the challenge, you challenge it, you know, time and stuff like that.
Ronen: Yeah. Yeah. So, it's, so, you basically find out pretty, I like it, the comf— What do you call it?
Tommy: The Comfy Cuddle. Hoodie.
Josh: Yeah.
Ronen: The Comfy Cuddle. Is it a physical cuddle or it's a hoodie?
Tommy: It's a hoodie, but it feels like it's so warm, it's a cuddle.
Ronen: Okay, great. So, maybe the print on the back of it is two arms around you, like you're being cuddled.
Tommy: And you saying, Oh, that's great. Are you okay for us to use that in the promo for Comfy Cuddle?
Ronen: Totally. If you're looking for a face, I'm happy to, you know, we can start wearing it as well.
Tommy: So is that a contract you're saying? We can tell because there's a slight bit of sarcasm. Could I use that?
Ronen: Yes. So, um, so I'll tell you the process, right?
Tommy: I'll tell you the process.
Ronen: So, so, so first, first the process. So you, so you'll find out, you sort of lodge an application and you find out basically within a month whether you're likely to be successful or not, but then you— it sort of sits there. I don't know the exact period of time, but basically for 6 months pending where other people can object and say, no, I actually own the Comfy Cuddle. I've been doing Comfy Cuddles for, you know, 10 years and Comfy Cuddles are mine and you can't use Comfy Cuddles. And then then the— then you don't get your trademark registered. But usually what would happen is you would put your trademark up there for 6 months, no one objects, and 6 months later you own Comfy Cuddles.
Tommy: And so Amazon, could we put— in the meantime, is there sort of like an in-between that you could give documentation to say, hey, it's in this pending stage?
Ronen: It's a good question. I'm gonna have to call back up to ask. I don't know.
Tommy: Yeah, the trademark stuff I find interesting because like we tried to, we did the first process where we went to IP Australia and took up their $200 thing where they'll tell you the likelihood of getting certain, like getting it trademarked with certain classes. And they're like, the daily talk shows too, um, you know, generic or whatever it is. But then, uh, yeah, but someone who, um, one of the founders of Thankyou, uh, Justine, she said that they, they went down a different route where it's actually trademarking the image, and by trademarking the image or the logo, you can get around that. What's— do you know the details or what the deal is with that?
Ronen: Yeah, so, um, yeah, there's all sorts of different ways you can trademark. So, you can trademark the words, which is the best thing to do. So, if you could trademark the words Comfy Cuddle, then you could own the word Comfy Cuddle in any format— logo, written, you know, you just own Comfy Cuddle. But because people use the word Comfy Cuddle and it's like a generic term, it's pretty unfair for you to exclusively own that term. So you can then get a logo that says Comfy Cuddle, and as long as the logo is unique enough, um, you know, there's a bit of design there as well, then you can usually get the logo trademarked so no one else can use Comfy Cuddle, the, the logo.
Tommy: So then some free legal advice for us, the, um, the Daily Talk Show, we put the .com in there so that it's very obvious. Is that going to be problematic if we were to get it trademarked? Because we'll have to include .com, or you don't know? It's very—
Ronen: well, you might get that. Well, you could do different things, right? You could go get the Daily Talk Show, the logo trademarked, and then maybe the dailytalkshow.com or the Daily Talk Show and a tagline, um, trademarked as well.
Tommy: So we could cut off maybe— so we could do a version of the logo without the .com and then do one with that. Like, I think that like some people use trademarks so that they can't be talked about, or like for instance as a way of sort of suppressing, uh, like say for like we want to be really protective of our brand and potentially pushing against, say in the US someone does a video about, say like a takedown video on Luna and saying all this shit about you, you might not be able to do it from a free speech point of view, but if they use your trademark, you could take them down on that. Is that something that, that happens?
Ronen: Um, no, not, not if they're highlighting you and saying this is Luna, but it's, it's more for, for anti-competition, so, um, stopping competitors using the Daily Talk Show. So the Daily Talk Show is probably a hard one because it's pretty much pretty common with talk shows. Yeah, yeah, yeah, pretty generic. So, um It's more for stopping competitors saying, hey, we are the daily talk show, this is the daily talk show, and or another podcast coming up as the daily talk show, as opposed to news outlets talking about you guys, the daily talk show.
Josh: There was, uh, in Melbourne, uh, Nick Giannopoulos trademarked wog boy, and which seems quite common. I mean, that was getting thrown around at school when I was there. But I mean, it's, it's what he's trying to do is prevent any comedian or any other actors creating a character or some stage show using the term wogboy. I mean, how's he got that through?
Ronen: Yeah, I don't know. So sometimes some— honestly, I don't know. Um, sometimes I guess when, you know, like eventually a word becomes so synonymous with a person or an individual, um, that it then becomes, you know, trademarkable, if that makes sense. So, so you know, an example might be Zoom, right? Zoom may not have been able to trademark itself because Zoom's just a generic word early on, but now that everyone knows Zoom as the video platform, even though it's a generic word, it might be that it could be trademarked now. So, but again, when you trademark, it's only in specific like classes. So yeah, yeah, so Zoom, Zoom might be able to trademark in um, IT, but there's no way Zoom the company could own the trademark in the camera category.
Josh: Yeah.
Tommy: What's your favourite type of legal stuff to do for startups?
Ronen: Uh, I like, uh, I like deals. I think, um, probably investment and deals. And, you know, let's do one closing.
Tommy: Yeah. So what's the deal? Like, can you explain? Like, all right, let's, let's do it. All right, so say if So, you know, TJ's been throwing around, he's like, fuck, you hear that company, $450 million they got selling all this sort of stuff.
Josh: That was the valuation.
Tommy: Yes, that's right, guys.
Ronen: Joe Rogan just got bought by Spotify for, I think it was $100 mil. So that's a good starting point for you.
Tommy: And so what's the like? So they're buying obviously the— they're getting an exclusive deal, they're getting a license. I remember specifically you talked about a license. They were buying a license. To be able to put it on there. So I'm guessing there's some sort of rolling contract that's going on. But, um, if you're not planning— an area that I'm interested in, in is if you're not planning on an exit. So the daily talk show is connected to Tommy and I. It's something that we want to build over a long period of time. There's potential intellectual property in the processes that we have, or being able to create new shows, or things like that.
Josh: Or once we launch Comfy Cuddle with Ronan's, you know, beautiful testimonial. Testimonial.
Tommy: Yeah. And so we will potentially have some IP there. But how do we set up these types of things? TJ and I have a 50/50 stake in Big Media Company, which does all of the daily talk show stuff. What are the different reasons that people are doing deals, getting investment, and how does it work?
Ronen: Yeah, yeah. So there's a big— so when I— so, so it's like there's investment, which is someone giving you guys money and taking some ownership in your company so that you can grow. And then, you know, when you said exit, that's someone's buying you out, you know, buying some of your shares or buying ownership or buying the whole company. So yeah, basically the reasons people do it mainly in tech is that it takes so long to generate revenue. So you have to spend a lot of money before you see the upside. So usually in tech, there's a lot of investment and money that goes to building the company early on before it really generates revenue. So in order to build the technologies, to build the team, to get the customers, customers, there needs to be investment to get it going. So that's one reason people take investment, which is just money coming into your company. The other reason is to grow. So You know, you might want to take big, the big media, it's the big media company.
Tommy: Yeah, big media company.
Ronen: Yeah, yeah, no, no, the media company. And you know, you might go, great, we're doing this, this talk show, it's kicking ass, it's great in Australia, we've got the team, it's sustainable. But yeah, we want to go into the comfy cuddle business and it's a real growth opportunity because through our platform we can sell it and all the, the, you know, we can run free ads on our podcasts for it and, but we need money to, to, to invest in design and inventory and growth and sales. So, you know, we need to get an investor to fund that, or you fund it yourself or, you know, from your profits. But I guess that's usually there.
Josh: I mean, the business that isn't planning on exiting, do that— are they ones that don't get investment, or is there people investing in businesses that aren't planning on selling?
Ronen: Different. So, you know, when you talk about VCs, which are like venture capitalists, They are professional investment funds that invest in businesses that are going to sell in that or list on a stock exchange, which is like a sale, you know, in a 7 to 10 year period because they have to get those returns and give it back to their investors who invested in their fund. So, that's all about the exit. But then private individuals might invest in your company and hope that your company does really well and that each year there's a profit. So, you you know, revenues higher than expenses, and they get some of that profit. So if someone owns 25% of your company, they get 25% of the profit each year, and that's how they get their investment back.
Tommy: And so entities and liability and things like that, when, when should you create new entities? So for instance, Comfy Cuddles, or Comfy Cuddle, I guess it would be— first of all, would we trademark the— like, would we get the Cuddles and Cuddle, or would you have to do them separately? That's one question. And then the other one is, at what point would that become its own proprietary limited and have its own books?
Ronen: Yeah. So, I mean, first of all, I think we could get away with just the Cuddle. We wouldn't need the Cuddles. So, that would cover us. So, if we can get that, that'd be great. I'll cheque that out.
Josh: Our motto is one's better than none.
Tommy: That's right.
Ronen: That's good.
Tommy: I actually like that.
Ronen: Um, yes, uh, sorry, I got stamped on.
Tommy: And then the entity. And so then on the entity stuff.
Ronen: Yeah, the entity. Yeah, the entity stuff. So, um, I think you set up an entity when you've got something to lose, um, or you're, you're seriously investing in something. So what I mean by that is, you know, if you've got a company now that's going well and you're starting a risky new product and that puts your company at risk or you as an individual at risk because you're a high net worth individual, you got family assets or something to protect, you want to set up a structure straight away so that if something goes wrong, it's the structure or the company, not the old company or you as individuals. So that's sort of one side. And the other side is, you know, eventually you have to set up an entity or a business or a structure And that's usually, you know, in our world, in the startup world, it's when you're serious, when you're committed to something. You know, you might be testing something out for 6 months, trialling it with customers, and then once you go, okay, cool, like in the Comfy Cuddle situation, we're gonna go, you know, order $20,000 worth of, um, uh, jumpers and cuddles or whatever. I don't know if we're going into the cuddle, the actual physical cuddle game as well, but once we decide we're going to start to physically cut cuddling people, um, you know, and we're going to invest money in team and whatever, then, you know, you definitely want to set up a business or an entity there.
Tommy: In that way, um, how much do you need to chop something up? So for instance, say if we were a— um, say big— let's use Big Media Company as an example. We have our services part, so we have, uh, where clients come to us and we make videos for them. We then have another part of the business which is original content, like the Daily Talk Show, like Hump Day Replay. Um, we've fallen into the whole fucking— like, we've all got— like, TJ and I both have trusts and all that sort of thing. It feels like a little bit useless at the moment because there's nothing to throw back to, um, for the beneficiaries. Yeah, but what's the, um, what's the process in regards to you have a bigger business and then going into categories and actually creating entities for those different categories.
Ronen: Yeah, so you start to see that when, um, you think there's opportunities for the categories that are separate to each other, if that makes sense. So if, if there's opportunities for your agency style of business to get investment or maybe sell to another agency, but you want to keep the daily talk show as your own thing, or on the flip side, you want to, you know, do the Joe Rogan and sell the daily talk show to um, Spotify, but keep your agency, yeah, then, then you need to think about splitting it up. So when you start to— when you think there could be separate opportunities, you, um, you want to split it up. Or, or if there's— or if there's new people you want to get involved, you maybe want to get a, a third co-host into the daily talk show and you want to give them some equity in this side of the business, but they don't provide much value to the agency side. So, you know, you, you might want to split it up then as well.
Josh: Yeah, I mean, these things, I feel like, uh, we could easily do it before we start.
Tommy: And yeah, you can get all the fucking trademarks in the world and come to it 7 ways.
Josh: And it's, uh, you need the thing to work. And how many, how many people are coming to you guys as, I guess, brand new wanting to chop it versus we've got ourselves down the line, we're making money and it's actually working, now we need to And how hard is it to chop it later?
Ronen: Yeah, yeah, so not that hard. And that's— this is what I was talking about at the start with sort of that old-school approach to lawyering where you'd come in and the lawyer would say, oh, we're going to set up these— you've got these unique projects, we're going to set up 5 different entities for you, it's going to cost you just $10,000 to set it up before you've even started. And then 6 months later, I don't know, half of it worked, half of it didn't work.. I think it's much better to do it like you guys have done it. Just roll in, roll up your sleeves, get it, get it going, work out what you have. And then, you know, it's a bit annoying. It's like a big admin task to undo it. It's not a huge expense, but I think the better entrepreneurs do it the way you do it. Go test out, see where opportunities are. You know, might take 6 months, might take a year, might take 2 years. And then once once you know, or you have a bit of an inkling, these things are going to be completely different, then you want to act. Because yeah, the longer you leave it, it does become even more complicated and then maybe a bit expensive. And then yeah, it's a— it's— you want to do it at the right point.
Josh: I, I met your brother on Instagram. Uh, I think, I think we were chatting and then sort of hung out a couple of times. I remember hearing about Luna before it was what it is now. How, how different is Luna from when you started?
Ronen: Um, so Luna is, yeah, super different when it started. So when it started, it wasn't called Luna, it was a name which I can't believe we used. We called it #CorporateAdvice. So it wasn't even Luna. I don't know.
Josh: Hashtags were big back then.
Ronen: Yeah, it was big. We thought it was like mixing the young with, with the corporate, and I don't know what we—
Tommy: How did the decision come about to get rid of that name?
Josh: You sued yourself.
Ronen: Oh my God. It was like there was— I had our team threatened to leave unless we changed the name. So, you know, we had to change it. But it was a name by mistake. So, it was super different. At the start, it was me and a couple of law students who just volunteered. And I don't know why to this day they did, but they thought it was a good idea. And yeah, they saw something, I guess. But yeah, so it was totally different. It was just kind of 3 of us— me, 2 law students— running around town, um, trying to get work, learn, learn about entrepreneurship, meet startups, and be useful. And yeah, so 5 years later, we're, we're very different. We've got a bunch of sort of unique processes and tech which drives our business. We've got a team of, um, 6, 17 people, uh, you know, our own space here in Cremorne. And, uh, yeah, it's, it's total— and we're, we're in completely different areas. There's legal, accounting, we invest in startups, we run— we have an education business for startups. So it's, yeah, it's really different.
Tommy: It seems like, um, business models are changing, and I'm even thinking about how we want to set up our business. It feels like, um, the education system is a bit broken. Especially around arts and things like that. I know in the US there's a, there's more sort of education debt than there is credit card debt in their country. And I think in Australia there's a lot of people who are going into film school and coming out with a piece of paper and not much else. What we're trying to look at is how do we, how can we combine a few different systems together? And what I'm finding is that the law doesn't necessarily always allow it. Like you talked about volunteers, or having volunteers, seems like there's a bunch of laws around free work and interns and things like that. How can we look at these types of things in a pragmatic way, cover our ass, but also realise that, okay, this person could spend, I can, $50 grand on a uni course, or they could come and get real training, work with us. How, how can we set that up? Because we, as a business, we can't justify getting a junior burgerer in necessarily who is straight out of school, who wants to do great stuff, and give them a salary when you got to pay them $35,000 anyway as a, like, a starting wage.
Josh: Crazy.
Tommy: So is there, is there any— and so there's that question, and then the follow-on is like, with new business models, doing things like profit share, where it's rather than investors, the people who work with us are invested based on they receive profit share and stuff like that. Can you talk about the business model stuff?
Ronen: Yeah, sure. So, um, so first on the, the volunteers and intern stuff, it's a really— it's actually, it's, it's quite a complicated one. I mean, ignoring what the law is, um, it's also complicated in what's the right thing to do. So You know, there's a school of thought that if you've got an opportunity for a student, for example, to get some work experience and learning, it's the best education they'll have, which is kind of— was our approach. But then there's this other side to it. It's like, is that creating more privilege in the people who can afford to, you know, work for free? And so, if you're setting up a system where you're allowing free volunteering and free interns, It's probably only, so you're, that's only really, that opportunity is mainly going to be available to people who can afford to not work because for payment. And so, it's a bit of an ethical discussion in terms of, yeah, it seems ridiculous that you've got an opportunity which the student at uni would love because they're going to get more better education and work experience and job opportunities.
Tommy: And another job, and a job on the other side, right? I think that that's like the thing is it's like this, This idea of no free work, I get, like, I'm sensitive to this stuff because I started freelancing when I was 14. I did a bunch of free work, but I saw the benefits. And then I hear at conferences or things like that, people, especially even in minorities saying, hey, this is, you need to be strong in this, this, this, and this. And in a lot of ways doing them a disservice because unfortunately, like, to be able to show your value, to be able to get into the game, sometimes you need to take those steps.
Ronen: Yeah, so I think, I think what you're saying is right. It's like, okay, there's a job prospect on the other side, because, because often you would know a small, um, business of sorts that you, um, and a startup that you also don't know what this is going to look like. And so you kind of need to test it out, and then they can, they can turn it into their own job, and great. Um, so I think job prospects on the other side is critical. And I think the other thing is flexibility. So, not doing the thing where it's like, cool, there's an internship where you have to be available on these hours at these times. And, you know, being flexible with the intern as to their experience so that they don't feel forced to not earn a living elsewhere. You know, just being a bit more flexible in terms of what hours look like and when work looks like and what does that look like?
Tommy: Well, like co-creating a role, I think is what it is, right?
Ronen: Yeah, I think so, right? So, instead of, yeah, doing the corporate thing where you need to— we've got an internship where you have to turn up 2 days a week between 9 to 5 on the 2 days you have off at uni, co-creating it so it actually works for the uni student, if you like, to, you know, still have their job at Coles or Woolworths or freelancing or whatever they're doing mixed in with this experience, which is, you know, going to increase their job prospects.
Tommy: Sorry, TJ, I feel like I'm on a roll. I've just got a few more questions. That's good. Around the legal stuff, how much of it is within the two parties? So for instance, say we work out this great deal, we feel like it's co-creating.
Ronen: Yeah.
Tommy: From a legal perspective, if we're all cool with it and we say, so Mr. 97 started off, you know, we paid him $50 an episode or whatever. For— actually started free, then doing, you know, $50 an app as a contractor. But we sort of said, hey, it's not so much employment— like, this is an employment, you can do other stuff. Then we moved into a sort of a more employee relationship, paying super, things like that. How much of these issues from a legal perspective are between the two parties versus actually creating issues long term?
Ronen: Yeah, well, I mean, you guys, like You guys don't need lawyers because you just nailed it right there. You, um, yeah, exactly what you said. You just have to make sure that if you're, if you're bringing someone on board as a freelancer or a contractor at the start, there is— that's not employment. It's not like minimum wage and super and all that stuff. That's in the employee bucket. Um, so, but you have to treat them like a contractor. They have to be free to negotiate, free to leave, free to do other jobs. Um, you know, uh, it has to be a true contractor relationship. And then once they morph into an employee, then there's minimum wage and stuff like that. I think there's also a regime of sorts for how to do internships, like official internships as well.
Tommy: Yeah.
Ronen: Um, and paid and unpaid, but that's kind of in that employee bucket. So the way you guys did it sounds, sounds spot on.
Tommy: And then what about on the, the sort of top end of things, like hiring sort more senior people, looking at commission-based staff and things like that. Is, is that problematic?
Ronen: No. Like, what do you mean by problematic?
Tommy: Well, just, I guess, doing the— so if you look at the things like minimum wage, and then you look at, okay, um, you see an opportunity, it's like, okay, well, let's look at doing this where it's, um, when we're making money, you're getting a really, you know, great result as well. What are some of the considerations in regards to, like, I feel like commission culture, you hear it in sales, but with, I guess, what we're doing, you don't hear it as much.
Ronen: Yeah, so, um, probably in, in, um, commission bonuses. So like maybe even drawing back to your initial question on profit sharing and that type of stuff, because that's where we see a little lot in startups and tech. You might have a base wage for a, you know, if you, if you're hiring a, um, a CTO or a head of sales or a head of marketing or, you know, sort of a high-level position, you might want to incentivize them with, um, you know, wage. But you, you can't pay the same as a big corporate, um, and you— but you want to— want them to have incentive and buy-in and all of that stuff. So you might, instead of incentivizing them with bonus for reaching milestones or deals or sales or whatever it is their role is, you might give them equity. So you might give them small percentages in your company so that they can be a shareholder and benefit from the long-term profits and, you know, possible sale of a company in the future. So that's the, the, that's sort of in the sweat equity employee share scheme space is So, what does that mean, the sweat equity?
Tommy: Because we've heard that a bit. Is there equity that comes and goes depending on whether you're in the business or out of the business?
Ronen: Yeah. Yeah, literally you sweat for your equity. So, your effort equals equity. So, you know, you may be in, you know, you might get, I don't know, what's the job you guys are looking for at the moment, maybe? Or just like a made-up thing.
Tommy: Yeah, I think, well, if you're looking at Comfy Cuddles, you need a sales manager. To be able to specifically around retail, so getting it into stores.
Ronen: Great. So you're going to have a sales manager, head of sales, you know, their base wage, their current wage might be $150K because it's— you're going to look for someone with some experience, but you can't afford that.
Tommy: And so yeah, this is the thing, right?
Josh: Yeah.
Tommy: So that's why I wonder, can you pay fucking minimum wage on that sort of role and then top it up with a backend Like a really good deal.
Ronen: Exactly. Yeah, exactly. So you might go, you'll be great, $150K minimum wage for this type of role is $50K per year. So the head of sales is on $50K per year, but you know, they're, they're taking a big risk to come here for $50K, um, and you want them to, you want them to, to work hard and be invested in the company. So, um, you might give them, you might give them sweat equity or for the remainder 100%, sort of 100K that they could have got via wage. And that would be based upon performance. So that might be on milestones, the number of deals they do, or it might just be time spent working full-time in the company.
Josh: Are people doing zero minimum wage and sweat equity is the promise?
Ronen: Uh, yeah, well, that, that happens a lot. It's all about, um, you gotta— there's a balance. So you have to pay minimum wage if they're an employee, so that's kind of at a base level. But then there's this balance because you want to make sure that it's not too far in the equity side, because, you know, if that head of sales has a family or a mortgage or credit debt, you don't want them to, you know, become completely sort of disgruntled and they won't perform at all because they don't have enough, or they're too stressed and mentally unwell because of the financial stress. So, it's this balance on making sure that there is that security and comfortability and exposure to equity as the upside, but you want to have a balance that you're not— it's actually a disservice to pay too little.
Tommy: Yeah. And so, that's— I completely understand that. And so, the sweating—
Josh: It'd be more like, I'm just thinking, business startup founders aren't pulling a wage and then it's like we need 10 people to get this through and you got the founders and then you got a few people around that are like, we're going to split this up as soon as we make money.
Tommy: I can just imagine. So there's a part of it. Yeah, I guess there's a difference between being an owner versus sweat equity. So if we're like, hey, you're going to be a direct, like you're coming in as another director or whatever it is, then it's like, yeah, okay, that feels like it's more autonomous. On the, on the sweat equity thing, so is that a dynamic number based on, uh, years performed, or how does that work?
Ronen: Yeah, so usually the way it works is it sort of usually goes over a 4-year period. So in our space, our industry in tech and startups, usually over a 4-year period, um, sort of it takes a year to kick in. So there's a year to sort of prove yourself, and then you would get 25% of the equity after 1 year.
Tommy: And then sort of 25% of a— of how much?
Ronen: So let's say you're giving 10%, right? So if you're giving 10% to the head of sales, uh, you would give them after 1 year 2.5%, and then the remaining 7.5% they would get like small amounts every month worked for the next 3 years.
Tommy: So the first year they're doing— they're just getting the $50K flat? Yeah. Okay.
Ronen: Yeah. So, so that's it because it's kind of a year to find—
Tommy: Yeah, find the groove.
Ronen: To see where they sit, find the groove. Can they do this? Can they not do this? And this is again, so sometimes you might start off like in this example, you might start off and say, hey, for year 1, we're going to pay you $80K. Yeah. And then thereafter, if, if we proceed to give you equity, the 25%, and you go ahead, you're going to drop down to 50, but now your upside is going to be huge because you've got a percent of the company and there's going to be profits and all that stuff.
Tommy: And so if you leave the company, then you lose that equity? Exactly. Okay. And so is this better— do you think that from a 2020, people prefer this sort of model over a just a straight commission? So getting, say, 20% commission on a sale versus a 10% equity How would you work through someone to work out what's the better deal?
Ronen: Yeah, well, I mean, some people, it depends where people are in their life, but I think now, you know, our generation, if you like, they want to fit, they don't want to just take a wage from, for doing work. They want to feel some ownership. They want to make sure they're having an impact And I think having equity is, you know, it's as much a feeling rather than a financial decision. This, you know, there's a sense of ownership in something. It's got more of a personal touch. Their efforts of working are now, you know, they're part of something. So in my experience, that holds a lot of weight, particularly for millennials.
Josh: So it's a culture play almost.
Ronen: Yeah, for sure, for sure.
Tommy: And so then insurances and stuff to earn enough money. But, and so when it comes to insurance, insurances like, uh, things like WorkCover and shit like that, like, are you looking at that? And do these models allow for all of those insurances and liability stuff to be covered?
Ronen: Uh, yeah, totally. I mean, insurance, yeah, insurance doesn't really— insurance you've got to have insurance for your business. And, you know, when we talk about Comfy Cuddles, we'll have some sort of product insurance. But, um, yeah, it doesn't really come into the equity space that much because, you know, people— it's people that make their own decision to come in. So, um, you know, there's no liability on the company to say, hey, we're going to give you equity and then you're going to get X amount in profit. You sort of present them with, hey, here's the equity offer. It's almost like you're an investor. Have a think about it. Are you in? Do you accept?
Tommy: It makes it like, I think it's, it's been so good talking through these things because there's a lot of ambiguity and it's not a— what I like about this stuff is there's a creative element to it. Like I can see how you can really do whatever you want or set it up in different ways, but it's understanding that baseline. Of what you can and can't do that I think is, you know, helpful.
Ronen: Yeah, totally. And I think, um, this is where people get so confused with the law because they just think it's definitely going to be super complicated and let's not even go there. But, um, to tell you the truth, you know, it might be unknown and foreign, but it's, it's not super, super, super complicated and expensive. And yeah, it's, it's accessible. To some extent.
Josh: I've got to break something to the both of you. Uh, Comfy Cuddles, a modern bean bag with the support and comfort you need in your home.
Tommy: Oh, that's annoying.
Josh: That's annoying.
Ronen: Oh no.
Tommy: Uh, I mean, they're very— I guess it doesn't even matter that they're registered, like if they're, um, whether they're registered or not, like they— because they've started trading, we're fucked, are we?
Josh: Oh, this is a good one. Um, Ronan, we have the Gronk Squad. Uh, your brother Giddy's a part of it, whether he knows.
Tommy: You're part of it.
Josh: And so are you.
Tommy: So gronksquad.com, we have— we've started started, you know, using it in our language.
Josh: We sell some merch. We've got like Gronk Squad t-shirts. We've done some hoodies and stuff. There's a bloke in the States, rather famous, rather rich. He's a quarterback, Gronkowski, who also has a brand called— he's called The Gronk. And I reckon we got a giphy through, a little giphy on Instagram. You can swipe up and search. We got one through, and I reckon the only reason is they thought it was from Gronkowski. Uh, could he come at us from over the other side of the world and sue us for using the term Gronk to describe our Gronk Squad?
Ronen: Uh, I don't think he can in Australia unless he kind of does business with it directly in Australia. So I think— I reckon we might be okay, but we might be in trouble in the US.
Tommy: Okay, we don't ship to US at the moment.
Ronen: That's just Yeah, and you might be in trouble if you meet him in person.
Josh: He's huge.
Tommy: He's a unit. 6 foot 5.
Josh: Jesus, his forearm is huge from throwing that ball. Um, Ronan, I feel like we're your family friend who's asked for free legal advice.
Tommy: That's why you have a podcast, right? I feel like— yeah, go on.
Ronen: I was saying, I feel like this has been a legal clinic of sorts.
Josh: Do you get—
Ronen: I mean, it's like my brother, my brother told me this was going to be be like all laughs and funny storeys and we've been talking legals the whole time. You two are the most serious people I've ever come across.
Tommy: It's a brand value. Yeah.
Josh: No, it's been fun. For me, these conversations, I take it that these are day to day for you and they feel like they take a lot of brain capacity from someone like me. And I could just imagine how, you know, switched on your mind is having these conversations every day. Do you get exhausted speaking legal speak?
Ronen: Oh, so exhausting.
Tommy: Yeah, totally. I'd have to have a nap now. But we just— the thing with legal stuff is like we spend so much time fucking bullshitting with what we think. Like, we could have an hour meeting without a single legal head in the room talking about trademarks and all this sort of stuff as if we know what the answer is. But, um, I see the benefit in startups having a partner like Luna. Are you guys doing some sort of like equity thing where it's like if you believe in a startup you'll buy in and then provide legal advice?
Ronen: Yeah, when we invest we might consider adding on a little bit for sort of free services and advice that's coupled to the financial investment. But, um, yeah, that's sort of how we're looking at it. So yeah, we're sort of exploring that right now.
Josh: Awesome.
Ronen: Do you think it's a good idea?
Tommy: Yeah, I mean, I think that there's definitely something if we look at the new business models, there's something about skin in the game and long term. And I feel like the, the just getting cash makes sense if you, um, if you don't necessarily believe, like if you don't believe in a client, just getting cash and being able to walk away is really handy. But I feel like there's another opportunity now where it's like, oh, we are believing in these different things and being able to also get access to stuff where a startup might not have cash or might not have VCs. They can go to people like you guys and still get, you know, world-class service providers but not have the crazy costs associated. So yeah, I think it makes sense.
Josh: Awesome, mate.
Ronen: Let's do it.
Tommy: Awesome. All right, uh, it's a daily talk show, so, um, Ronan, the— so legal stuff, startups. Uh, what's, what's the deal with— like, I get worried with, uh, legal firms and having a meeting and then getting some sort of massive, massive bill from the, from the consult. What's the deal?
Ronen: So, um, from us, you don't need to worry about stuff like that. We just love chatting to founders. So if you're starting a tech company startup, I don't know, frontier business, doing something innovative um, WeChat for free, um, just because we love the businesses. So consults are sort of, uh, we have them, and then if there's work to be done, that's when we charge. But that's a bit different to others, but that's sort of our model.
Tommy: That's good, perfect. weareluna.co is the website. Thanks, Ronan, have a good one.
Ronen: Thanks, it's been great.
Tommy: It's a daily talk show. See you tomorrow, guys.
Listen to this episode