This document promotes the services of Paladin fs and its CEO Aaron Silva to negotiate IT contracts on behalf of banks and financial institutions. It summarizes how core IT suppliers like Fiserv, FIS, and Jack Henry have grown to oligopolies through mergers and acquisitions, resulting in long implementation times, high costs, and barriers to fintech adoption for clients. Silva claims to have negotiated over $108 million in cost reductions and value for clients, and invites recipients to request a free contract assessment from Paladin fs to potentially lower IT expenses.
FMS East Coast Conference 2019 trump_RedactedMona Ashour
This a-political, non-partisan and entertaining presentation will make President Trump the lead negotiator against Core & IT suppliers such as Fiserv, FIS and Jack Henry. Hear from his twitter account along with many of his political rivals and friends as they join together in helping bankers obtain a fair, balanced and reciprocal trade agreement against these vendors.
FMS East Coast Conference 2019 trump_RedactedMona Ashour
This a-political, non-partisan and entertaining presentation will make President Trump the lead negotiator against Core & IT suppliers such as Fiserv, FIS and Jack Henry. Hear from his twitter account along with many of his political rivals and friends as they join together in helping bankers obtain a fair, balanced and reciprocal trade agreement against these vendors.
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
Starfunding.com provides PURCHASE ORDER FUNDING and ACCOUNTS RECEIVABLE FACTORING services to wholesale companies, manufacturers, distributors, and business services companies. We wanted to share some definitions of common terms someone should know when they are looking for an accounts receivable factoring partner. Please feel free to email us with any questions you may have.
8.20.20 How to Relocate Your Startup to Silicon Valleyideatoipo
You began your startup outside of the United States, and now you would like to relocate it to Silicon Valley. Every year many startups make the move without working through the complex legal issues. Failing to address those issues can kill your startup. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will provide a high-level overview of the common US legal issues surrounding the move. This program will provide information on the following key issues:
· Corporate structure
· Tax consequences
· Intercompany agreements
· Immigration
· Intellectual property issues
· US employment laws
· The Committee on Foreign Investment in the United States, also known as CFIUS
· Export-control Issues
· Common pitfalls and mistakes
· And much, much more.
Come with your questions and scenarios.
About the Speaker
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli’s San Francisco office. Jason has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
In his practice, he regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. With industry focuses on consumer goods and technology, because of his broad skill set and deep network, Jason regularly works in a wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology.
Jason works with companies based locally, elsewhere in the U.S. and internationally. Jason brings a unique skill set to the negotiating table and to litigation-minimization strategies in the boardroom. He started his career as a federal law clerk in the United States District Court for the Eastern District of Pennsylvania and then continued as a litigator handling corporate, securities, intellectual property, and commercial litigation before establishing a transactional practice.
Outside of the office, Jason is dedicated to his family and has a passion for skydiving and indoor body flight.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
How to Prep for Venture Capital Funding Part 2: Venture Capital Termsideatoipo
Getting venture capital funding is the ultimate yet often elusive goal of many Silicon Valley startups. Venture capital funding dramatically improves a startup's chances of having a big IPO or buy out exit. Most startups at their inception have the hope, if not the expectation, that they will eventually receive venture capital funding.
In the current environment, venture capital funding has become more competitive, but it is still available. This presentation is the second of two parts and will cover typical venture capital deal terms and points, negotiating with venture capitalists and what to expect in the current environment.
Corporate and startup attorney Roger Royse will discuss:
1) Should you be approaching venture capitalists now
2) How (and when) you should value your startup for venture capitalists
3) What are typical venture capital financing terms
4) What terms you may negotiate and what terms are standard
5) How to protect yourself from dilution, freeze outs and forfeiture of shares
6) How to manage your investors after the close
7) Planning for a venture capital backed exit
8) What to do when things go wrong
9) Troubled company terms, down rounds and recaps
10) How to access and leverage funding sources during a global economic crisis
and more!
FMS East Coast Conference 2019 trump_RedactedMona Ashour
This a-political, non-partisan and entertaining presentation will make President Trump the lead negotiator against Core & IT suppliers such as Fiserv, FIS and Jack Henry. Hear from his twitter account along with many of his political rivals and friends as they join together in helping bankers obtain a fair, balanced and reciprocal trade agreement against these vendors.
FMS East Coast Conference 2019 trump_RedactedMona Ashour
This a-political, non-partisan and entertaining presentation will make President Trump the lead negotiator against Core & IT suppliers such as Fiserv, FIS and Jack Henry. Hear from his twitter account along with many of his political rivals and friends as they join together in helping bankers obtain a fair, balanced and reciprocal trade agreement against these vendors.
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
Starfunding.com provides PURCHASE ORDER FUNDING and ACCOUNTS RECEIVABLE FACTORING services to wholesale companies, manufacturers, distributors, and business services companies. We wanted to share some definitions of common terms someone should know when they are looking for an accounts receivable factoring partner. Please feel free to email us with any questions you may have.
8.20.20 How to Relocate Your Startup to Silicon Valleyideatoipo
You began your startup outside of the United States, and now you would like to relocate it to Silicon Valley. Every year many startups make the move without working through the complex legal issues. Failing to address those issues can kill your startup. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will provide a high-level overview of the common US legal issues surrounding the move. This program will provide information on the following key issues:
· Corporate structure
· Tax consequences
· Intercompany agreements
· Immigration
· Intellectual property issues
· US employment laws
· The Committee on Foreign Investment in the United States, also known as CFIUS
· Export-control Issues
· Common pitfalls and mistakes
· And much, much more.
Come with your questions and scenarios.
About the Speaker
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli’s San Francisco office. Jason has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
In his practice, he regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. With industry focuses on consumer goods and technology, because of his broad skill set and deep network, Jason regularly works in a wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology.
Jason works with companies based locally, elsewhere in the U.S. and internationally. Jason brings a unique skill set to the negotiating table and to litigation-minimization strategies in the boardroom. He started his career as a federal law clerk in the United States District Court for the Eastern District of Pennsylvania and then continued as a litigator handling corporate, securities, intellectual property, and commercial litigation before establishing a transactional practice.
Outside of the office, Jason is dedicated to his family and has a passion for skydiving and indoor body flight.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
How to Prep for Venture Capital Funding Part 2: Venture Capital Termsideatoipo
Getting venture capital funding is the ultimate yet often elusive goal of many Silicon Valley startups. Venture capital funding dramatically improves a startup's chances of having a big IPO or buy out exit. Most startups at their inception have the hope, if not the expectation, that they will eventually receive venture capital funding.
In the current environment, venture capital funding has become more competitive, but it is still available. This presentation is the second of two parts and will cover typical venture capital deal terms and points, negotiating with venture capitalists and what to expect in the current environment.
Corporate and startup attorney Roger Royse will discuss:
1) Should you be approaching venture capitalists now
2) How (and when) you should value your startup for venture capitalists
3) What are typical venture capital financing terms
4) What terms you may negotiate and what terms are standard
5) How to protect yourself from dilution, freeze outs and forfeiture of shares
6) How to manage your investors after the close
7) Planning for a venture capital backed exit
8) What to do when things go wrong
9) Troubled company terms, down rounds and recaps
10) How to access and leverage funding sources during a global economic crisis
and more!
Startups in a Down Economy: Legal, Business, and Financing Strategiesideatoipo
Launching a startup - or starting a business - is challenging and is fraught with pitfalls. This is even more so in the midst of a pandemic and a global recession.
Roger Royse, partner at the law firm of Haynes and Boone, LLP in Palo Alto, will discus strategies for building and operating a successful business or startup during a recession. Roger will discuss:
1) What should you expect from your vendors, customers and financiers?
2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
4) What are some tax traps to avoid when working out debt obligations with investors and creditors?
5) Can startups still get federal stimulus grant money or loans?
6) What will venture capital terms look like now?
7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
8) How viable is crowdfunding and other alternative sources of funding in 2020?
9) If you lost your job or have been furloughed, how do you get started doing gig work in a gig economy?
What are the legal traps and restrictions for gig workers?
10) What other strategies and tactics should entrepreneurs deploy during a downturn?
and more!
Please come with your questions, comments and scenarios.
How to Prepare Your Startup for an M & A Exitideatoipo
You've labored for years on your startup and now it's time for an exit. Lack of sufficient preparation will lower the valuation of the company and may even kill your deal. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will discuss how to properly prepare your startup for an M&A exit.
The program will cover the following:
Pre-M&A process
Parallel tracking additional capital raises
Overview of valuations and why you care
Liquidation waterfalls
Basic deal structures
Letters of Intent and Term Sheets
The diligence process
Negotiating the definitive agreements
The closing process
Post-closing issues
Common pitfalls and deal-killing mistakes
And much, much more!
8.18.20 How to Negotiate with Venture Capitalistsideatoipo
Venture capital is the holy grail of funding for successful startups. Startups that successfully close a venture capital funding round will have access not only to money but also experience, expertise and connections. Silicon Valley has many success stories of venture-backed companies that went on to successful exits. However, there are as many stories of founders who lost their companies, exited too early or gave up too much to the venture capitalists. If a startup is lucky enough to get a venture capital term sheet, how can the startup founder protect herself? What should be negotiated, and what should she expect?
Join us as veteran Silicon Valley startup and venture capital attorney Roger Royse discusses how to negotiate with venture capitalists.
In this presentation, you will learn:
1) How to do due diligence on a venture capitalist
2) How to prepare your company for a venture capital financing
3) How to best position yourself for a successful raise
4) What terms to expect and what traps to avoid
5) What terms are standard, and what terms you should never agree to
6) What is a term sheet, and what can you expect to be in it
7) How to protect yourself from overreaching investors
8) How to position yourself for the future after the funding closes
9) What to expect after the close….
And more!
Please come with your questions, comments and scenarios.
About the Speaker:
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, mergers and acquisitions and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies and is a frequent speaker, writer, radio guest, blogger and panelist for bar associations, CPA organizations, and business groups. Roger is a Northern California Super Lawyer, is AV Peer-Rated by Martindale Hubbell, and has a “Superb” rating from Avvo..
Roger is the author of Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance and Fast Company.
If you have questions for Roger, you can reach him at:
roger.royse@haynesboone.com
The Financial Services Authority (FSA) issue Final Notices whenever they have disciplined or censured a firm or individual for whatever reason.
In November 2012 the FSA imposed a £10.5 million fine on Card Protection Plan Limited (CPP) for the mis-selling of insurance products.
Whilst the details are interesting and obviously relevant to the company’s either ignorance or arrogance, the end result was due to a failure of the FSA Principles, a list of 11 time forged values that firms, even today still breach fairly consistently, and always at their cost.
8.11.20 Funding 101 for Tech Entrepreneursideatoipo
Veteran Silicon Valley attorney Roger Royse will discuss, compare and contrast the various options available to entrepreneurs when it comes to funding their startup.
The speaker will address some common questions when it comes to funding for startups, including:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisers help with the funding process?
and more!
Please come with your questions and scenarios.
About the Speaker:
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, mergers and acquisitions and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies and is a frequent speaker, writer, radio guest, blogger and panelist for bar associations, CPA organizations, and business groups. Roger is a Northern California Super Lawyer, is AV Peer-Rated by Martindale Hubbell, and has a “Superb” rating from Avvo..
Roger is the author of Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance and Fast Company.
If you have questions for Roger, you can reach him at:
roger.royse@haynesboone.com
One sure-fireplace fashion to lessen tax liability is actually to become aware of earnings tax obligation exemptions on call below the revenue Tax obligation Show.
How Your Company is Affected by the CARES Act and Related LegislationRoger Royse
"Idea to IPO" Webinar description:
The U.S. government is providing relief and stimulating the economy through the $2 TRILLION CARES Act of 2020 and other measures to help corporations, small businesses, and people laid off due to the COVID-19 crisis.
The speaker will discuss:
1) What is the CARES Act of 2020?
2) What does the CARES Act of 2020 hope to achieve?
3) Will there be follow up programs to come?
4) How can entrepreneurs and small businesses benefit from the CARES ACT of 2020?
5) How does one go about applying for grants and loans administered under the CARES ACT of 2020?
6) What are the new rules relating to sick leave and paid leave?
7) What COVID-19 related tax incentives are available to companies?
and more!
BHCA Spring Seminar _ Trump 2019 RedactedMona Ashour
This a-political, non-partisan and entertaining presentation will make President Trump the lead negotiator against Core & IT suppliers such as Fiserv, FIS and Jack Henry. Hear from his twitter account along with many of his political rivals and friends as they join together in helping bankers obtain a fair, balanced and reciprocal trade agreement against these vendors.
VBA 2019 Secrets Revealed: 10 Things Your Core IT Supplier Will NOT Tell You-...Mona Ashour
When it comes to negotiating and renewing these multi-million dollar relationships once every five to seven years, community banks are at a distinct disadvantage negotiating against their Core and IT service providers – bankers have to know what to demand in advance. Suppliers protect these secrets within a team of highly skilled negotiators, contract writers and lawyers who negotiate hundreds of contracts each year with different institutions – never sharing with you what they negotiated differently with any other institution nationwide. To make matters worse these core vendors have formed a market oligopoly, controlling 93 percent of the industry, effectively blocking community institutions from the chance to receive a fair deal through any lack of formidable competition.
ICBA 2019 - Negotiate Core Contracts Like a Boss - redactedMona Ashour
Learn how Massachusetts-based BayCoast Bank ($1.6B) strategically attacked their highest non-payroll expense and most critical legacy fintech relationships-core and IT services-to reduce costs to the tune of $4.5+ million without switching vendors! Learn how this bank intelligently negotiated against its "partners" to reduce spend, restructure its contracts and align their vendors with its strategy-not the other way around. Session ideal for banks $35M - $15B in size.
CU Connect: 10 Things Your Core IT Supplier Will Not Tell You - RedactedMona Ashour
When it comes to negotiating and renewing these multi-million dollar relationships once every five to seven years, community banks and credit unions are at a distinct disadvantage negotiating against their Core and IT service providers – bankers have to know what to demand in advance. Suppliers protect these secrets within a team of highly skilled negotiators, contract writers and lawyers who negotiate hundreds of contracts each year with different institutions – never sharing with you what they negotiated differently with any other institution nationwide. To make matters worse these core vendors have formed a market oligopoly, controlling 93 percent of the industry, effectively blocking community institutions from the chance to receive a fair deal through any lack of formidable competition.
P3 Conference - 10 Things Your Core IT Supplier Will Not Tell YouMona Ashour
10 critical issues and negotiating secrets that bankers should know before they sit down at the negotiating table. Silva will discuss his latest proprietary research findings that outline the problems, pitfalls and best practices in restructuring vendor contracts based on nationwide intelligence. Through real life examples of how banks often pay in excess of $1 million more than necessary over the life of their core services contracts, the audience will learn how to dramatically improve their core and IT spending efficiency and better protect their institutions from downstream risks hidden within their contracts.
Wake up and smell the new M&A Imperative jan 2019 Bank Director AOBA - redactedMona Ashour
The industry is shrinking by 5-6% annually through M&A. Meanwhile, Core & IT suppliers' revenue and profits grow as their quietly act as silent shareholders in every deal no matter the situation - sell or buy. Institutions can restructure their current contracts to prosper before M&A rather than be punished. Hear real life case studies where bankers wisely took matters into their own hands and gained greatly.
Startups in a Down Economy: Legal, Business, and Financing Strategiesideatoipo
Launching a startup - or starting a business - is challenging and is fraught with pitfalls. This is even more so in the midst of a pandemic and a global recession.
Roger Royse, partner at the law firm of Haynes and Boone, LLP in Palo Alto, will discus strategies for building and operating a successful business or startup during a recession. Roger will discuss:
1) What should you expect from your vendors, customers and financiers?
2) How can startup founders protect themselves from predatory creditors during a bad economy?
3) What will financing terms look like now?
Is startup investment capital even available?
4) What are some tax traps to avoid when working out debt obligations with investors and creditors?
5) Can startups still get federal stimulus grant money or loans?
6) What will venture capital terms look like now?
7) For existing startup companies -- how can you get venture capitalists to step up and continue funding your startup company?
8) How viable is crowdfunding and other alternative sources of funding in 2020?
9) If you lost your job or have been furloughed, how do you get started doing gig work in a gig economy?
What are the legal traps and restrictions for gig workers?
10) What other strategies and tactics should entrepreneurs deploy during a downturn?
and more!
Please come with your questions, comments and scenarios.
How to Prepare Your Startup for an M & A Exitideatoipo
You've labored for years on your startup and now it's time for an exit. Lack of sufficient preparation will lower the valuation of the company and may even kill your deal. San Francisco-based startup and venture capital attorney Jason Putnam Gordon of Polsinelli LLP will discuss how to properly prepare your startup for an M&A exit.
The program will cover the following:
Pre-M&A process
Parallel tracking additional capital raises
Overview of valuations and why you care
Liquidation waterfalls
Basic deal structures
Letters of Intent and Term Sheets
The diligence process
Negotiating the definitive agreements
The closing process
Post-closing issues
Common pitfalls and deal-killing mistakes
And much, much more!
8.18.20 How to Negotiate with Venture Capitalistsideatoipo
Venture capital is the holy grail of funding for successful startups. Startups that successfully close a venture capital funding round will have access not only to money but also experience, expertise and connections. Silicon Valley has many success stories of venture-backed companies that went on to successful exits. However, there are as many stories of founders who lost their companies, exited too early or gave up too much to the venture capitalists. If a startup is lucky enough to get a venture capital term sheet, how can the startup founder protect herself? What should be negotiated, and what should she expect?
Join us as veteran Silicon Valley startup and venture capital attorney Roger Royse discusses how to negotiate with venture capitalists.
In this presentation, you will learn:
1) How to do due diligence on a venture capitalist
2) How to prepare your company for a venture capital financing
3) How to best position yourself for a successful raise
4) What terms to expect and what traps to avoid
5) What terms are standard, and what terms you should never agree to
6) What is a term sheet, and what can you expect to be in it
7) How to protect yourself from overreaching investors
8) How to position yourself for the future after the funding closes
9) What to expect after the close….
And more!
Please come with your questions, comments and scenarios.
About the Speaker:
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, mergers and acquisitions and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies and is a frequent speaker, writer, radio guest, blogger and panelist for bar associations, CPA organizations, and business groups. Roger is a Northern California Super Lawyer, is AV Peer-Rated by Martindale Hubbell, and has a “Superb” rating from Avvo..
Roger is the author of Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance and Fast Company.
If you have questions for Roger, you can reach him at:
roger.royse@haynesboone.com
The Financial Services Authority (FSA) issue Final Notices whenever they have disciplined or censured a firm or individual for whatever reason.
In November 2012 the FSA imposed a £10.5 million fine on Card Protection Plan Limited (CPP) for the mis-selling of insurance products.
Whilst the details are interesting and obviously relevant to the company’s either ignorance or arrogance, the end result was due to a failure of the FSA Principles, a list of 11 time forged values that firms, even today still breach fairly consistently, and always at their cost.
8.11.20 Funding 101 for Tech Entrepreneursideatoipo
Veteran Silicon Valley attorney Roger Royse will discuss, compare and contrast the various options available to entrepreneurs when it comes to funding their startup.
The speaker will address some common questions when it comes to funding for startups, including:
1) What are the best funding options for entrepreneurs to scale their business?
2) When should entrepreneurs pursue external funding?
3) How do entrepreneurs choose the right investor?
4) What alternative sources of funding are available?
5) How and why should a founder stage their funding rounds?
6) When should a founder think about exiting?
7) How can advisers help with the funding process?
and more!
Please come with your questions and scenarios.
About the Speaker:
Roger Royse is a partner in the Palo Alto office of Haynes and Boone, LLP and practices in the areas of corporate and securities law, tax, mergers and acquisitions and fund formation. He works with companies ranging from newly formed tech startups to publicly traded multinationals in a variety of industries. Roger has been an instructor or professor of legal, tax and business topics for the Center for International Studies (Salzburg, Austria), Golden Gate University School of Law and Stanford Continuing Studies and is a frequent speaker, writer, radio guest, blogger and panelist for bar associations, CPA organizations, and business groups. Roger is a Northern California Super Lawyer, is AV Peer-Rated by Martindale Hubbell, and has a “Superb” rating from Avvo..
Roger is the author of Dead on Arrival: How to Avoid the Legal Mistakes That Could Kill Your Startup and has been interviewed and quoted in the Wall Street Journal, Forbes, Fox Business, Chicago Tribune, Associated Press, Tax Notes, Inc. Magazine, Nikkei Asian Review, China Daily, San Francisco Chronicle, Reuters, The Recorder, 7X7, Business Insurance and Fast Company.
If you have questions for Roger, you can reach him at:
roger.royse@haynesboone.com
One sure-fireplace fashion to lessen tax liability is actually to become aware of earnings tax obligation exemptions on call below the revenue Tax obligation Show.
How Your Company is Affected by the CARES Act and Related LegislationRoger Royse
"Idea to IPO" Webinar description:
The U.S. government is providing relief and stimulating the economy through the $2 TRILLION CARES Act of 2020 and other measures to help corporations, small businesses, and people laid off due to the COVID-19 crisis.
The speaker will discuss:
1) What is the CARES Act of 2020?
2) What does the CARES Act of 2020 hope to achieve?
3) Will there be follow up programs to come?
4) How can entrepreneurs and small businesses benefit from the CARES ACT of 2020?
5) How does one go about applying for grants and loans administered under the CARES ACT of 2020?
6) What are the new rules relating to sick leave and paid leave?
7) What COVID-19 related tax incentives are available to companies?
and more!
BHCA Spring Seminar _ Trump 2019 RedactedMona Ashour
This a-political, non-partisan and entertaining presentation will make President Trump the lead negotiator against Core & IT suppliers such as Fiserv, FIS and Jack Henry. Hear from his twitter account along with many of his political rivals and friends as they join together in helping bankers obtain a fair, balanced and reciprocal trade agreement against these vendors.
VBA 2019 Secrets Revealed: 10 Things Your Core IT Supplier Will NOT Tell You-...Mona Ashour
When it comes to negotiating and renewing these multi-million dollar relationships once every five to seven years, community banks are at a distinct disadvantage negotiating against their Core and IT service providers – bankers have to know what to demand in advance. Suppliers protect these secrets within a team of highly skilled negotiators, contract writers and lawyers who negotiate hundreds of contracts each year with different institutions – never sharing with you what they negotiated differently with any other institution nationwide. To make matters worse these core vendors have formed a market oligopoly, controlling 93 percent of the industry, effectively blocking community institutions from the chance to receive a fair deal through any lack of formidable competition.
ICBA 2019 - Negotiate Core Contracts Like a Boss - redactedMona Ashour
Learn how Massachusetts-based BayCoast Bank ($1.6B) strategically attacked their highest non-payroll expense and most critical legacy fintech relationships-core and IT services-to reduce costs to the tune of $4.5+ million without switching vendors! Learn how this bank intelligently negotiated against its "partners" to reduce spend, restructure its contracts and align their vendors with its strategy-not the other way around. Session ideal for banks $35M - $15B in size.
CU Connect: 10 Things Your Core IT Supplier Will Not Tell You - RedactedMona Ashour
When it comes to negotiating and renewing these multi-million dollar relationships once every five to seven years, community banks and credit unions are at a distinct disadvantage negotiating against their Core and IT service providers – bankers have to know what to demand in advance. Suppliers protect these secrets within a team of highly skilled negotiators, contract writers and lawyers who negotiate hundreds of contracts each year with different institutions – never sharing with you what they negotiated differently with any other institution nationwide. To make matters worse these core vendors have formed a market oligopoly, controlling 93 percent of the industry, effectively blocking community institutions from the chance to receive a fair deal through any lack of formidable competition.
P3 Conference - 10 Things Your Core IT Supplier Will Not Tell YouMona Ashour
10 critical issues and negotiating secrets that bankers should know before they sit down at the negotiating table. Silva will discuss his latest proprietary research findings that outline the problems, pitfalls and best practices in restructuring vendor contracts based on nationwide intelligence. Through real life examples of how banks often pay in excess of $1 million more than necessary over the life of their core services contracts, the audience will learn how to dramatically improve their core and IT spending efficiency and better protect their institutions from downstream risks hidden within their contracts.
Wake up and smell the new M&A Imperative jan 2019 Bank Director AOBA - redactedMona Ashour
The industry is shrinking by 5-6% annually through M&A. Meanwhile, Core & IT suppliers' revenue and profits grow as their quietly act as silent shareholders in every deal no matter the situation - sell or buy. Institutions can restructure their current contracts to prosper before M&A rather than be punished. Hear real life case studies where bankers wisely took matters into their own hands and gained greatly.
Carolinas Credit Union Launch Feb 2023 Paladin 10 Negotiating Commandments Ap...katlynplummer1
As the saying goes... if you're not making mistakes, you're probably not trying hard enough. That philosophy works in most businesses, but can you afford to blow a multi-year, multi-million dollar core, IT or fintech contract negotiation? ...even a little bit? Most bankers can strike a winning loan deal any day of the week because you own that domain, but when it comes to technology contracts, let's face it - you're outgunned.
In this session, you'll learn about the most important negotiating strategies you'll need to follow to be successful presented by Aaron Silva of Paladin fs, one of the nation's top technology contract negotiation experts
Carolinas Credit Union Launch Feb 2023 Paladin 10 Negotiating Commandments Ap...katlynplummer1
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The Financial Services Authority (FSA) issue Final Notices whenever they have disciplined or censured a firm or individual for whatever reason.
The Principles are;
Integrity: A firm must conduct its business with integrity.
Skill, care and diligence: A firm must conduct its business with due skill, care and diligence.
Management and control: A firm must take reasonable care to organise and control its affairs responsibly and effectively, with adequate risk management systems.
Financial prudence: A firm must maintain adequate financial resources.
Market conduct: A firm must observe proper standards of market conduct.
Customers' interest: A firm must pay due regard to the interests of its customers and treat them fairly.
Communications with clients: A firm must pay due regard to the information needs of its clients, and communicate information to them in a way which is clear, fair and not misleading.
Conflicts of interest: A firm must manage conflicts of interest fairly, both between itself and its customers and between a customer and another client.
Customers: relationships of trust: A firm must take reasonable care to ensure the suitability of its advice and discretionary decisions for any customer who is entitled to rely upon its judgment.
Clients' assets: A firm must arrange adequate protection for clients' assets when it is responsible for them.
Relations with regulators: A firm must deal with its regulators in an open and cooperative way, and must disclose to the FSA appropriately anything relating to the firm of which the FSA would reasonably expect notice.
The cost of complying with the regulations may seem expensive
and some even see it as a lost cost,
however, if you fail to run your business compliantly due to ignorance, arrogance or some other reason be it personal, cultural or even political;
make sure you have plenty of spare cash in your savings account.
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Forward-thinking leaders and business managers understand the impact that discipline has on organisational success. A disciplined workforce operates with clarity, focus, and a shared understanding of expectations, ultimately driving better results, optimising productivity, and facilitating seamless collaboration.
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Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
2. 2
AARON SILVA
CEO of Paladin fs & The Golden Contract Coalition
Professional Negotiator & Industry Disrupter
$108 Million in Merger
Value Accretion
$346 Million in
Cost Reduction
156 Wins / 0 Losses
Paladin Blue Book
Launched June 2016
Group “Offensive”
Negotiations
100+ Institutions
$500 Billion + 30 years
IT Contract Negotiations
877-746-4859 | info@paladin-fs.com
3. 3
WHY?
Tolerate one-sided deals,
Accept uncompetitive technology,
Giveaway untold millions of shareholder value in
mergers…
…to critical technology “partners” we
cannot hold accountable?
9. WHY SO HARD
TO NEGOTIATE
CORE IT DEALS?
Market Penetration: OLIGOPOLY
93%
institutions ABOVE
$1 billions assets
85%
institutions BELOW
$1 billion assets
9
American Banker May 2018
10. 10
NEXT PHASE: VERTICAL OLIGOPOLY
1 2 3
Core IT supplier take over the “payment rails”
Non-interest Expense
Non-interest Income ?
11. 90%
2018
11
IT’S NICE TO BE THE OLIGOPOLY!
Market Performance, Penetration & Control
DOW, NASDQ, S&P
68%
2012
74%
2014
85%
2016
0%
50%
100
%
150
%
200
%
2015 2016 2017 2018 2019
204.38%
164.42%
114.07%
96.24%
62.33%
55.90%
Launched in 2016
FISV 123.29
FIS 92.68
JKYH
102.38
Information redacted due to confidentiality limitations. Please
request the full version by filling out the form or contacting Paladin
at info@paladin-fs.com
12. 12
2019 FINANCIAL CANTOR FITZGERALD, EVERCORE AND
CITADEL RESEARCH
FIS Fiserv Jack Henry
Free Cash Flow $1.5 Billion (+$37M) $1.2 Billion (-$20M) $230 Million (-$25M)
Capital Expenditures 1% of revenue 6% of revenue 4% of revenue
Product Development 6% of revenue 3% of revenue 8% of revenue
Focus • Data center consolidation
• Loud strategy
• Modernization of
omnichannel and digital
banking solutions
• User experience updates
• Enhancements to platforms
• Payments integration
• Digital solutions
• Card Processing platform
migration
• Treasury management
• JHA Payments Hub
• Open banking strategy
877-746-4859 | info@paladin-fs.com
Information redacted due to confidentiality limitations. Please
request the full version by filling out the form or contacting Paladin
at info@paladin-fs.com
13. 13
BARRIERS TO FINTECH ACCESS
Contractual and Financial Penalties designed by Core IT Suppliers
Your Data
14. Your Data
14
BARRIERS TO FINTECH ACCESS
Contractual and Financial Penalties designed by Core IT Suppliers
15. DO YOU KNOW THE DIFFERENCE?
15
Service Level Objectives
(what you ACTUALLY have)
Service Level Agreements
(what you think you have)
Guaranteed performance standard.
Tied to meaningful defined processes or functions.
If a ‘miss’ occurs – a credit is issued.
If a ‘miss’ continues – buyer gains certain rights.
If a ‘miss’ occurs too many times – buyer may leave
the service or contract with no penalties.
Commitment to perform (subjective).
Processes or functions that are not necessarily critical
nor can be measured easily by bank.
Not defined or described.
If a ‘miss’ continues – buyer can ‘redial’.
They fix the problem using ‘best effort’.
If buyer is harmed you must beg for compensation
or pay great penalties to leave the service or contract.
Information redacted due to confidentiality limitations. Please
request the full version by filling out the form or contacting Paladin
at info@paladin-fs.com
16. 16
AVOID BUYING PRODUCTS ALONE
MONOPOLY MONEY
1
A supplier quoted $100,000 as
setup fee for 3 new products.
The bank needed the products to
compete, even without the budget.
1
The Compromise:
bank extended their agreement
by 3 years. Supplier reduced
setup fee by 50% ($50,000).
Information redacted due to confidentiality limitations. Please
request the full version by filling out the form or contacting Paladin
at info@paladin-fs.com
17. 17
CLAWBACKS
Resulting from a Merger:
A $700m bank planned to terminate their agreement three months early
2
Why?
To allow conversion after 9 years
with FISERV
Estimated Termination Fee
$120,000 at 80% value X
remaining term
Information redacted due to confidentiality limitations. Please
request the full version by filling out the form or contacting Paladin
at info@paladin-fs.com
19. 19
2
$1,860,000
PAID TO FISERV
(Termination, de-conversion
expense)
$960,000
PAID TO FIS
(Conversion, programming
and interface fees)
THE PROBLEM WITH SILENT SHAREHOLDERS
An FIS bank buys a bank processed by Fiserv
FIS FISERV
BANK PROCESSED BY FIS BUYS AN INSTITUTION PROCESSED BY FISERV
Information redacted due to confidentiality limitations. Please
request the full version by filling out the form or contacting Paladin
at info@paladin-fs.com
20. 20
2
Bank 1
36 Months
Remaining on Contract
Bank 2
24 Months
Remaining on Contract
THE PROBLEM WITH SILENT SHAREHOLDERS
Wake up to being punished for lowering their operating costs
Jack Henry Jack Henry
BANK PROCESSED BY JACK HENRY BUYS AN INSTITUTION PROCESSED BY JACK HENRY
21. 21
THE PROBLEM WITH SILENT SHAREHOLDERS
Wake up to being punished for lowering their operating costs
1
Pay 24 Month
Termination Expense
(even with same
supplier!)
2
Pay Jack Henry
for all “lost profit”
3
Extend Agreement
by a term equal to
value of lost profit
RESULT:
Combined Entity Must Do Either of the Following
BANK PROCESSED BY JACK HENRY BUYS AN INSTITUTION PROCESSED BY JACK HENRY
1 2 3
Information redacted due to confidentiality limitations. Please
request the full version by filling out the form or contacting Paladin
at info@paladin-fs.com
22. 22
THE PROBLEM WITH SILENT SHAREHOLDERS
Termination, Conversion and Integration Revenue
0%
50%
100
%
150
%
200
%
2015 2016 2017 2018 2019
204.38%
164.42%
114.07%
96.24%
62.33%
55.90%
FISV 123.29
FIS 92.68
JKYH
102.38
$223M
to
$261M
$281M
to
$320M
$360M
to
$410M+
Bank shareholders will pay Core IT
Suppliers more than $410M in 2019
for services they will never provide.
Information redacted due to confidentiality limitations. Please
request the full version by filling out the form or contacting Paladin
at info@paladin-fs.com
24. $0 COST REDUCTION AND CONTRACT ASSESSMENT
24
3 Current Invoices
+ Contracts
Completely
Confidential
No Cost
No Obligation
EMAIL US
Call Us: 877.746.4859
info@paladin-fs.com
25. Thank you!
Donald Trump
President of the United States
202-456-1414
@realDonaldTrump
Aaron Silva
CEO of Paladin fs & Golden Contract Coalition
877-746-4859 x 704
asilva@paladin-fs.com
asilva@goldencontract.com
