Wednesdays with Redchip May - Personal InsolvencyRedchip
What do you do when the house is burning? We’ve seen many advisers reach for quick-fix solutions for their clients who are facing personal insolvency, but they end up adding fuel to the fire in the long run.
In our May event, our experts look at some of the common misconceptions around bankruptcy and how to deal with it. We also provide some proactive structures and solutions that can benefit your clients when faced with insolvency.
Topics include:
- Personal insolvency misconceptions
- Insolvency related restructures
- Gift and loan back arrangements
Cogence Search
Contact: John Smith
Email: john.smith@cogencesearch.com
Tel: +44 20 7367 0456
Recruiter: CDR Placement
Vacancy: Senior Associate International Arbitration
Salary: £80,000 - £120,000
Location: London
International Law Firm: A leading international law firm with a top-tier international arbitration practice is seeking to hire a senior associate to join their London office. Candidates should have 5-8 years PQE and experience of advising on complex international commercial arbitrations under all the major rules. Fluency in a second European language is essential.
The role will involve advising clients on all aspects of international
There are several types of briefs that media companies may receive when working on projects, including contractual, formal, informal, co-operative, negotiated, commission, tender, and competition briefs. It is important to carefully read any brief to fully understand what is being asked and ensure there are no issues like unrealistic deadlines. Elements of the brief like the proposed product, budget, or conditions may need to be negotiated or amended based on legal/ethical constraints or available resources. Working from a brief provides opportunities for self-development through acquiring new skills and experience collaborating with others on larger projects.
StartupCamp Bratislava #30 - What Happens next? by Mark TuttleStartupCamp
This document outlines the key stages an entrepreneur can expect to progress through from planning a startup to executing on the business plan. It discusses 1) developing a thorough plan that addresses the competition and establishes a market need, 2) seeking various sources of funding for the plan, and 3) executing on the business by setting up legal and financial systems, hiring employees, developing an annual operating plan, continually measuring progress and learning, and adapting to changing customer and competitive dynamics through an evolving business model.
(1) Job Finance Day is an annual event in Italy that connects companies and candidates in the finance, banking, consulting, and insurance fields. It has been held since 2006. (2) The event utilizes both traditional and web 2.0 recruitment tools to promote customized employer branding activities. (3) The document provides statistics on past participants to demonstrate that Job Finance Day is an effective solution for companies looking to find and recruit qualified talent.
Wednesdays with Redchip May - Personal InsolvencyRedchip
What do you do when the house is burning? We’ve seen many advisers reach for quick-fix solutions for their clients who are facing personal insolvency, but they end up adding fuel to the fire in the long run.
In our May event, our experts look at some of the common misconceptions around bankruptcy and how to deal with it. We also provide some proactive structures and solutions that can benefit your clients when faced with insolvency.
Topics include:
- Personal insolvency misconceptions
- Insolvency related restructures
- Gift and loan back arrangements
Cogence Search
Contact: John Smith
Email: john.smith@cogencesearch.com
Tel: +44 20 7367 0456
Recruiter: CDR Placement
Vacancy: Senior Associate International Arbitration
Salary: £80,000 - £120,000
Location: London
International Law Firm: A leading international law firm with a top-tier international arbitration practice is seeking to hire a senior associate to join their London office. Candidates should have 5-8 years PQE and experience of advising on complex international commercial arbitrations under all the major rules. Fluency in a second European language is essential.
The role will involve advising clients on all aspects of international
There are several types of briefs that media companies may receive when working on projects, including contractual, formal, informal, co-operative, negotiated, commission, tender, and competition briefs. It is important to carefully read any brief to fully understand what is being asked and ensure there are no issues like unrealistic deadlines. Elements of the brief like the proposed product, budget, or conditions may need to be negotiated or amended based on legal/ethical constraints or available resources. Working from a brief provides opportunities for self-development through acquiring new skills and experience collaborating with others on larger projects.
StartupCamp Bratislava #30 - What Happens next? by Mark TuttleStartupCamp
This document outlines the key stages an entrepreneur can expect to progress through from planning a startup to executing on the business plan. It discusses 1) developing a thorough plan that addresses the competition and establishes a market need, 2) seeking various sources of funding for the plan, and 3) executing on the business by setting up legal and financial systems, hiring employees, developing an annual operating plan, continually measuring progress and learning, and adapting to changing customer and competitive dynamics through an evolving business model.
(1) Job Finance Day is an annual event in Italy that connects companies and candidates in the finance, banking, consulting, and insurance fields. It has been held since 2006. (2) The event utilizes both traditional and web 2.0 recruitment tools to promote customized employer branding activities. (3) The document provides statistics on past participants to demonstrate that Job Finance Day is an effective solution for companies looking to find and recruit qualified talent.
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A secondary buy-out occurs when one private equity firm acquires a business from another private equity firm, rather than from the original owner. The document discusses how secondary buy-outs have become more common, accounting for 25-30% of all buy-outs. It presents perspectives on why secondary buy-outs are occurring more frequently, such as pressure for existing private equity funds to exit investments. The document also outlines key issues that can arise for management teams during a secondary buy-out, such as conflicts of interest, signaling to new investors, changes to equity structure and incentives, and tax implications. It provides tips and lessons learned from an executive who led a company through a secondary buy-out process.
MindMyMadra has developed a digital marketing plan to promote their new dog hosting service. They conducted competitor, SWOT and PEST analyses to understand the market. Their objectives are to raise brand awareness through social media and increase customer loyalty. Their strategy involves segmenting the market and targeting consumers through various digital channels. Tactics include SEO, content marketing, Google AdWords, social media promotions and partnerships. Key performance indicators to measure success are increased website traffic, conversions, bookings and customer/host retention through engaging content and customer support.
The document discusses good and evil in Dante's Divine Comedy and Chaucer's The Canterbury Tales. It notes that good and evil can be conceived differently in different imaginations. For some, evil may encompass terrible sins like murder, while for others it could be more minor things like indecisiveness. Similarly, goodness is ambiguous and defined differently by people. The essay goes on to discuss how Dante and Chaucer portrayed good and evil in their famous works.
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Know how venture capitalists value your deal....understand how they are compensated...see what creates value and how investors assess your "risk factors."
A great slide show presentation that provides solid answers to many of these essential questions Check out mikeklein2010.wordpress.com
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The document discusses upcoming changes to the legal sector in the UK, including deregulation and cuts to legal aid, and strategies for legal firms to defend their independence and adapt and thrive in this changing environment. It notes cuts to civil legal aid of £154 million and warns of the "devastation" this could cause. It then provides 8 strategies for legal firms, including being innovative in business development, segmenting the market, strengthening their brand, differentiating clients from customers, using IT to lower costs and find new clients, and monitoring meaningful management information.
How has digital marketing changed in 2020Kelly Ston
2020 is coming to an end and with all that has happened in the world, I think it is safe to say that I am not the only one who will not miss it. But before the end of the year, I wanted to take some time to think about what will permanently change in marketing and learning that I will be conducting in 2021.
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The document discusses a program called "The Key" which aims to promote innovation across the UK government. It does this by providing tools and processes for government agencies to share ideas, collaborate on solutions, and procure innovative projects. The Key will establish an online platform for networking and sharing best practices, and facilitate a structured procurement process called SBRI that connects government challenges with innovative companies. The overall goals are to accelerate the development and adoption of transformative ideas across the public sector.
As a co-founder of one of the first interactive agencies in Poland in 1990s, I openly admit to many errors, some of which almost cost us our business. But since all failures should be treated as learning experiences, here are my lessons learnt when developing our own company - now one of top software houses in Poland. I hope you find our story inspiring to make your own mistakes and learn from them. Slides from the Startup Wrocław meetup held in Nov 2017
Four complicating factors in negotiating an allianceAlfred Griffioen
Four key complicating factors can arise when negotiating alliances:
1) Differences in company size can lead to the smaller company feeling neglected or unable to keep up, while the larger company risks key staff from the smaller company leaving.
2) Having more than two parties introduces challenges of some feeling decisions disadvantage them.
3) Small companies may lack experience with formal contracts and partnerships.
4) Public-private partnerships can be difficult due to perceived differences between public and private sectors, but collaborating on parallel objectives can help.
12 Pointer Action Plan Before, During And After Covid-19IndusNetMarketing
It is important that we plan well as the times are challenging but at the same time there are new opportunities around. As a business, we need to be watchful and prepare for the next phase. Here is a detailed document small and actionable as this is intended for business leaders who will have to take (digital) marketing decisions. This is a collaborative effort of our team and our global partners.
Is1 workshop 8 make, take & sell challenge studentmoduledesign
This document provides an overview of a workshop to help participants bring together their strategy for a final presentation on a "Make, Take and Sell Challenge". The workshop will recap key concepts and allow participants to develop a structured presentation of their strategy, incorporating feedback from their peers. Learning outcomes include being able to combine concepts into a concise presentation and illustrate a strategy. The document then provides examples of content and considerations for different aspects of developing a business strategy and product.
How to use Social Media to Kick-Start Your Lead Generation in 2015 Niall Devitt
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2021 was a breakthrough year for NFTs, with Opensea recording 1 million of active users and passing $5 billion in Jan. Marketers cannot ignore these trends even if the exact opportunities for many brands are unclear. It's time to test, learn and build - organisations don't have the luxury to risk missing this revolution, which has been compared to the advent of the Internet or social media. In the workshop we'll get everyone up to speed quickly to understand NFTs, without unnecessary jargon and we'll focus on concrete NFT examples from existing brands. We'll also showcase for the first time our own NFT brand activation framework, which includes:
1. Purpose - how does the NFT collection fit the brand
2. Economics - what are the commercial parameters to make the collection pass financial sense check
3. Credibility - how to make sure the NFT collection is trusted
4. Storefront - taking inspiration from e-commerce and crowdfunding to create a flawless process
5. Assets - how to construct actual NFTs and their properties
6. Legal - tax, accounting, IP considerations
7. Story - how to stand out in the noisy space
8. Community - what matters and how to build
9. Hype and FOMO - how to use them to your advantage
JFN Capital & Co Patent/Technology Commercialization ApproachJohn Fragkos
This document provides an investment proposal and overview of services from JFN Capital & Co. They offer a range of investment banking and business consulting services, including innovation management, venture capital fundraising, intellectual property commercialization, mergers and acquisitions support, and valuation services. Their tailored 8-step approach to patent/technology commercialization includes defining the opportunity, determining feasibility, characterizing the value proposition, negotiating deals, monetizing the asset, evaluating progress, planning development, and bringing the innovation to market. The proposal describes their team's experience and sectors of expertise, and outlines next steps to develop an engagement letter if pursuing a potential collaboration.
Many early-stage startups can't afford to hire legal counsel to deal with all the contractual obligations that may arise in the course of their business. The situation becomes even more complicated when sophisticated investors enter the game.
US Market Entry for Fast-Growing StartupsLouis Lehot
Entering the US market has been a major milestone for most foreign-born startups. Though every other ecosystem always wanted to become its own version of Silicon Valley, the siren call of the biggest market for most industries and the superior network by the bay, almost always won out. The pandemic has dramatically shifted this calculus. Join us in a dynamic discussion on how the idea of moving to Silicon Valley has changed, as well as, the legal, strategic, partnership, and fundraising best practices involved.
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MindMyMadra has developed a digital marketing plan to promote their new dog hosting service. They conducted competitor, SWOT and PEST analyses to understand the market. Their objectives are to raise brand awareness through social media and increase customer loyalty. Their strategy involves segmenting the market and targeting consumers through various digital channels. Tactics include SEO, content marketing, Google AdWords, social media promotions and partnerships. Key performance indicators to measure success are increased website traffic, conversions, bookings and customer/host retention through engaging content and customer support.
The document discusses good and evil in Dante's Divine Comedy and Chaucer's The Canterbury Tales. It notes that good and evil can be conceived differently in different imaginations. For some, evil may encompass terrible sins like murder, while for others it could be more minor things like indecisiveness. Similarly, goodness is ambiguous and defined differently by people. The essay goes on to discuss how Dante and Chaucer portrayed good and evil in their famous works.
Consumer needs versus supplier revenueMark Henshaw
This document summarizes a presentation about whether IT suppliers prioritize revenue over customer needs. It notes that most survey respondents felt suppliers "simply follow the money." The presentation discusses how suppliers' commercial approaches can either enable or restrict business transformation. It also examines how suppliers' regional structures and reward systems may not support global or long-term strategic partnerships with customers. The document concludes with questions about how successful companies have overcome issues like suppliers lacking engagement or vision.
Know how venture capitalists value your deal....understand how they are compensated...see what creates value and how investors assess your "risk factors."
A great slide show presentation that provides solid answers to many of these essential questions Check out mikeklein2010.wordpress.com
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The document discusses upcoming changes to the legal sector in the UK, including deregulation and cuts to legal aid, and strategies for legal firms to defend their independence and adapt and thrive in this changing environment. It notes cuts to civil legal aid of £154 million and warns of the "devastation" this could cause. It then provides 8 strategies for legal firms, including being innovative in business development, segmenting the market, strengthening their brand, differentiating clients from customers, using IT to lower costs and find new clients, and monitoring meaningful management information.
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2020 is coming to an end and with all that has happened in the world, I think it is safe to say that I am not the only one who will not miss it. But before the end of the year, I wanted to take some time to think about what will permanently change in marketing and learning that I will be conducting in 2021.
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Feel free to connect with Louis:
Facebook: https://www.facebook.com/l2counsel/
LinkedIn: https://www.linkedin.com/in/louislehot/
Twitter: https://twitter.com/lehotlouis
Instagram: https://www.instagram.com/lehotlouis/
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Storytelling is an incredibly valuable tool to share data and information. To get the most impact from stories there are a number of key ingredients. These are based on science and human nature. Using these elements in a story you can deliver information impactfully, ensure action and drive change.
1. April 2nd, 2020
Is it time for a fire sale of your
company?
When do you start and what do you
2. Agenda
1. Definition
2. Cost Reduction
3. Communication
4. Employment Contracts
5. Investor Relationship
6. Decision Making
7. Expectations
8. Emotions
9. Transparency
10. Legal Considerations
11. Leadership
Giovanni Soleti
Managing Partner
Louis Lehot
Founder
3. Before we start…
Slides and recording will be sent out after the webcast
Use the Q&A function
Contacts: g.soleti@gscap.co and louis.lehot@L2counsel.com
4. Sale of company at a price that is
well below market value (and likely
for less than the preference stack)
Investors are not going to get their
money back
Common is out of the money and
wiped out
1. Definition of
Fire Sale
5. Source: London Business School - The economics of a pandemic: the case of Covid-19 by Paolo Surico and Andrea Galeotti
Reduce Cost as quick as
possible!
Team
Overhead
Expansion
Marketing
Sales Salary
Vendors
2. Cost
Reduction
12. Be transparent and constantly in touch with
your investors. Lack of communication
makes people think you are hiding
something and cutting side-deals. Build
trust!
9. Transparency
13. 10. Legal
Considerations
Entity deal, asset deal, licensing deal?
Who is in the deal, who is out?
Management carve-out plan?
Sign-on bonuses?
Disclose everything!
Skeletons will come out of the closet...
What to do with what remains?
18. Thank you.
Louis Lehot
Founder
P: 650.796.7280
www.l2counsel.com
louis.lehot@l2counsel.com
Giovanni Soleti
Managing Partner
P: 305.924.6100
www.gscap.co
E-mail: g.soleti@gscap.co
For more information:
Editor's Notes
Story about my personal experience in the 90s.
Rejected offers, because had a ½ billon valuation
Conversion from llc to Inc - increase issued stock. – guaranteed through green shoe
IPO never happened- 1m personal debt – great start into the new millennium
Went from hero to loser. Lost my girlfriend.
Eliminate employees that are not an asset. Engineers and technicians are an asset if you should do an acquihire
Generate revenues through service business - Survive with service business if you were bootstrapped through some service business – keep the people important to service business
Reduce office space.
Do it at once and not a little at a time.
Eliminate any marketing activities. Make sure you can get out of existing contracts.
You are not an established company that needs to get visibility during bad times. You are most likely a small company that didn’t get traction during good times. You won’t get any during bad times.
Stop international expansion
Convert Sales salary into 100% commission based salary
Speak to your investors.
Get trusted outside advisors. – mediator
Make sure on which side the mediator will be. Will he help the entrepreneur or is he more concerned about his relationship with the VCs/ investors? Try to find out
Don’t tell everything to your employees. No one wants to hear bad news.
Insulate the execution team.
Lead the company better than ever - give them confidence. – don’t be cocky and pretend we will be back in church by easter. On the other side don’t walk around like a scared chicken.
Don’t tell clients and partners- words move faster than you think
Have a good understanding what you can do and cannot do with your employees, investors. What happens if there is change of hand? IP at what stage is the registration?
Your counsellor needs to help you. He might come up with some tactics based on your existing contracts
Talk to your investors and other shareholders once you have a clear picture.
Open discussion with existing investors
Work out common strategy and tactics
Make it clear there will be a loss.
Avoid last minute blocks
And most important - Get permission to negotiate on behalf of all investors
Get Nay Sayers on board.
Avoid too many people negotiating. Too many opinions will drag out negotiations
Decide that you are going forward with a fire sale. Don’t be fixated on valuation and terms
Have investors and board support
Check contracts
Speed is of the essence
Create a short-list of potential buyers
Continue to look for other investors on parallel
Find out who is really interested and who is a tire kicker. Find out what their internal decision-making process is? To whom am I talking? Am I talking to an angel or to God?
Don’t try to maximize returns.
Make sure investors don’t try to maximize. Have an agreement of expectations
Preserve reputation with employees and investors
Live to fight another battle.
Some proposals won’t sound fair and you’ll want to explode – this is not going to help. Focus on finalizing a deal - it won’t be the best of your life
Don’t get offended by any offer
Keep your investors at check
The advisor can be the bad cop. Try to be the good cop.
Don’t through anyone under the bus
Avoid bringing home all your office problems
Distract yourself – sport, etc
Every sales agreement has a representations and warranties. Prepare a data room asap.
Speak to your accounts: Get as a many up to date financial statements as possible.Disclose tax situation if any. Information of any kind of debts.Exact burn-rate after the cost reduction
Have an updated cap-table ready. Go through your investment agreements and highlight liquidation preferences, common vs preferred stock, convertible notes, warrants, etc
Check our commercial agreements. Are the any change of hand provisions? Have you given any exclusivity? Signed any NDAs with your clients?
What is your real IP situation? What has been granted and what has been filed. When and have you had any pushbacks? Registration status with regulators?
A very successful entrepreneur once told me, “I learned a lot during good times, but much more during bad times when I had to fire employees, sell assets and shut down my company.” I didn’t understand it at that time, but with experience, this really grew on me.
The first quarter of 2019 saw about $968 billion in announced deals, close to 25% of the $3.9 trillion total for the year, according to Refinitiv. If Q1 of 2020 ends up being roughly 25% of the global volume for the year, the industry is looking at massive declines year over year.
Data from Dealogic published in The Wall Street Journal showed January M&A deal value at about $151 billion. February saw $230 billion in deals. The first two of five fiscal weeks in March saw $131 billion in activity, on pace to surpass February by a wide margin. But the last three fiscal weeks of March saw only a fraction of that activity, contributing just $49 billion to the month, according to Dealogic.
The Journal cited several examples of how COVID-19 is directly affecting deals. Increased difficulty in securing debt financing from banks that are dealing with more pressing immediate concerns, violent swings in the stock market that make valuations difficult and an inability to meet face to face for negotiations were cited as three primary reasons deals have gone south.
If you are a revenue-generating company looking to raise capital or explore a sale or are on the enterprise side looking in, please reach out to me.
Likewise, if you are looking for legal support from one of the most experienced corporate attorneys in Silicon Valley, please reach out to Louis.