Well – the first business day of the year is officially over. Apparently Yahoo just rejected an offer from Microsoft for $80 billion because it wasn’t enough. My guess is that Microsoft forgot to include the “!” in Yahoo! and pissed someone off (the “!” has got to be worth at least $20 billion.) I felt like shit all day today, but my cold (the first one I’ve had this year) at least had a side effect of getting me out of a trip.

It’s been a quiet day today as I sit in Amy’s office in downtown Boulder and get geared up for the year ahead. My inbox is empty, my todo list is mostly empty, and my brain is clear. There’s something really elegant about the first business day of the year which – apparently – wasn’t today but is tomorrow. As I enjoy the sun going down over Boulder, I’ve been reflecting on my first company (Feld Technologies). I looked at the Business Plan series to see where I had left off and – voila – the next section to talk about is The Company. Since I’m in Boulder, land of hippies and crystals (and lots of Internet entrepreneurs, plenty of mountain bikers, and some amazing Olympic athletes) I thought this sychronicity warranted that I crank out another post on the Business Plan.

Another day, another question to answer that was stuck in my “answer this question on your blog” someday folder in Outlook. When I got my new IBM X41 tablet in September, I wrote a glowing review of it. I recently was asked if I still like it – three months later I’m still loving it. Laptops usually last me six months, so let’s see how I feel on April 1st. Ironically, I’m not using it as a tablet much (occasionally when I’m lying on the couch reading while listening to music, I’ll flip it into tablet mode so it (a) takes up less space and (b) I can monitor my email without having to move around each time something arrives in my inbox. However, as a standard, hardworking laptop, it’s great.

In our previous post – which started to get long and unwieldy (ah – the need for an editor – where are those guys when you need them) – we didn’t cover two critical issues: (1) What happens if the acquisition is in cash vs. public stock vs. private stock, and (2) Who pays for the “basis” of the stock options? The form of consideration of the acquisition can be a many spendored thing. We’re going to ignore tax considerations for this post (although you shouldn’t – we just don’t want this to be 12 pages long.) If I’m an employee of a seller, I’m going to value cash differently than public stock (restricted or unrestricted?) differently than public stock options differently than private stock (or options). If the buyer is public or is paying cash, the calculation is pretty straightforward and can be easily explained to the employee. If the buyer is private, this becomes much more challenging and is something that management and the representatives of the seller who are structuring the transaction should think through carefully.

If you are interested in the story of how things play with Joe Nacchio’s criminal insider trading indictment I recommend you subscribe to the New West Networks Boulder feed as Richard Martin is writing a series titled The Nacchio File. Nacchio is at the top of the Qwest meltdown pyramid and – among the expected editorial chatter – the case will likely be covered heavily by the local (and national) news guys.

My sister-in-law Laura just introduced me to PalmArt. Her friend Rob Davenport is one of the featured artists in their gallery. Super cool stuff.

I took a break from Carnegie (which is amazing, but it’s massive – really two books) to gobble down some mental floss yesterday. Stephen Frey’s new book The Protege is out. Frey is on my regular rotation of mental floss and The Protege is a sequel to The Chairman. If you are a VC or private equity investor, Frey (and these two books) are mental floss at their best. Christian Gillette, the 37 year old Chairman of Everest Capital, is every private equity investors heroic figure. Gillette is young, fit, rich, busy as hell but able to manage it with grace, and firmly in command of a huge private equity empire (Fund 8 weighs in a $15 billion for a chapter – after which the Wallace Family and it’s gorgeous 30 year old matron Allison contribute another $5 billion (of their $22 billion fortune) as long as Allison is made a managing partner.) Like all great mental floss, the book quickly devolves into a complex plot with lots of misdirection, suspense, confusion, suspicious characters, the mob, private planes, security, an NFL franchise, Las Vegas, a kinky sex murder, yacht “adventures”, the CIA, nanotechnology, mysterious scientist deaths, and the exploits of our fearless hero (including a bunch of deals done in rapid fire fashion) as he saves the world while struggling to decide between two beautiful women.

As we start 2006, I thought it’d be fun to revisit my endless rant on PowerPoint as a hint and reminder to everyone that has to interact with me this year. We start with The Torturous World of PowerPoint and Chris Wand’s list of questions to address if you are insisting on presenting a PowerPoint presentation pitching a company to me. Seth Godin has a Special Bonus Tactic for Avoiding Really Bad PowerPoint in his book Free Prize Inside. Cliff Atkinson has a great blog on PowerPoint and a suggestion to simply Ban Bullets (or at least not read them to me if you insist on having them.) Finally Ted Dolotta sent me a PowerPoint presentation that – if Lincoln had used – would have easily prolonged the Civil War by at least a decade.

It’s been a little over a month since Jason and I wrote posts for our Letter of Intent series. We took a time out for our 409A series and for actually selling two companies (Commerce5 to Digital River and another that hasn’t been disclosed yet) rather than writing about selling companies. This is the first time in four years where I personally haven’t been actively trying to close the sale of a company over the holidays, so I thought I’d put some time in and finish up this series. 2005 was an awesome year for M&A and all the pundits think 2006 will be equally good (or better), especially after all the M&A bankers get their year end bonuses in January and receive a new dose of forward motivation.