Want to use InvestNextDoor, or another returns-based crowd-funded money-raise? You'll need to issue a "security" to do so. Get the essentials here! Pt. 2 in our Securities series.
Startup Europe & TWIST Event: Understanding the Term SheetLVentureGroup
As a startup in need of funds, you are likely to be dealing with early-stage, seed or angel term sheets. Term sheets are usually schematic documents that outline the material terms and conditions of a investment agreement. The negotiation of these terms and conditions is not easy and you might be very well prepared before starting to talk with your investors.
During this event, Marcello Giordani, Investment Analyist at LVenture Group, will introduce you to all the aspects of the Term Sheet Analysis. At the end of the event, you will be able to understand all the basic terms and conditions of a term sheet in order to prepare yourself for your first negotiation!
Presentation on reflective loss in corporate law and investor-state dispute settlement by Professor Eilís Ferran of the University of Cambridge.
OECD-hosted Freedom of Investment (FOI) Roundtable:
www.oecd.org/daf/inv/investment-policy/foi.htm
How to Raise Seed Funding for Your Startup: Convertible Notes and SAFEsideatoipo
Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. Veteran Silicon Valley startup and corporate attorney Jason Putnam Gordon will cover the following topics:
Required corporate structure
Legal considerations when pitching investors for seed financing
Differences between using convertible debt and SAFEs
Key terms and considerations when raising seed funding
Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
How to close your seed financing
Important post-closing tasks
And much, much more
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
How to Position Your Startup for Venture Capital Fundingideatoipo
During this webinar you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Come with your questions and get ready to be excited about venture funding!
Help, My Business is In Trouble! (Series: Restructuring, Insolvency & Trouble...Financial Poise
When a business becomes financially troubled, the business owner often experiences denial, paralysis, or both. Lenders commonly lose confidence and then trust in the business, as communications tend to break down, deadlines are missed, and promises are broken. Small business owners commonly have issued personal guarantees, so business failure can often lead to personal financial stress. The good news is the business and business owner usually has some options, and even some leverage. This webinar explains what a business owner should- and should not- consider and do when dealing with financial trouble. Specific topics include discussion of bankruptcy (Chapters 7 and 11); assignments for the benefit of creditors; and friendly foreclosures. This webinar provides the business owner and her advisors with an overview of various restructuring and liquidation methods, a framework for how to decide between them, and practical tips for traversing the difficult environment that is financial distress.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/help-my-business-is-in-trouble-2021/
Startup Europe & TWIST Event: Understanding the Term SheetLVentureGroup
As a startup in need of funds, you are likely to be dealing with early-stage, seed or angel term sheets. Term sheets are usually schematic documents that outline the material terms and conditions of a investment agreement. The negotiation of these terms and conditions is not easy and you might be very well prepared before starting to talk with your investors.
During this event, Marcello Giordani, Investment Analyist at LVenture Group, will introduce you to all the aspects of the Term Sheet Analysis. At the end of the event, you will be able to understand all the basic terms and conditions of a term sheet in order to prepare yourself for your first negotiation!
Presentation on reflective loss in corporate law and investor-state dispute settlement by Professor Eilís Ferran of the University of Cambridge.
OECD-hosted Freedom of Investment (FOI) Roundtable:
www.oecd.org/daf/inv/investment-policy/foi.htm
How to Raise Seed Funding for Your Startup: Convertible Notes and SAFEsideatoipo
Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. Veteran Silicon Valley startup and corporate attorney Jason Putnam Gordon will cover the following topics:
Required corporate structure
Legal considerations when pitching investors for seed financing
Differences between using convertible debt and SAFEs
Key terms and considerations when raising seed funding
Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
How to close your seed financing
Important post-closing tasks
And much, much more
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
How to Position Your Startup for Venture Capital Fundingideatoipo
During this webinar you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Come with your questions and get ready to be excited about venture funding!
Help, My Business is In Trouble! (Series: Restructuring, Insolvency & Trouble...Financial Poise
When a business becomes financially troubled, the business owner often experiences denial, paralysis, or both. Lenders commonly lose confidence and then trust in the business, as communications tend to break down, deadlines are missed, and promises are broken. Small business owners commonly have issued personal guarantees, so business failure can often lead to personal financial stress. The good news is the business and business owner usually has some options, and even some leverage. This webinar explains what a business owner should- and should not- consider and do when dealing with financial trouble. Specific topics include discussion of bankruptcy (Chapters 7 and 11); assignments for the benefit of creditors; and friendly foreclosures. This webinar provides the business owner and her advisors with an overview of various restructuring and liquidation methods, a framework for how to decide between them, and practical tips for traversing the difficult environment that is financial distress.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/help-my-business-is-in-trouble-2021/
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/post-closing-issues-integration-potential-buyer-seller-disputes-2021/
Crowdfunding from the Investor's Perspective (Series: Crowdfunding)Financial Poise
This webinar focuses on the opportunities that crowdfunding makes available to the investor, and how the investor should go about navigating this new world. We begin with a basic overview of the new regulatory regime, the requirements to invest, and the on-boarding process one should expect. We then dive deeper into the market opportunity, including how to access and select investments, and expectations investors should set for themselves and the projects they select. This is not intended to support any specific deal selection, but instead sheds a light upon the basic selection criteria available, the method to go about investing and what to avoid.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-investors-perspective-2021/
Current Trends in Leveraged Finance (Series: Leveraged Finance)Financial Poise
This webinar discusses some of the latest trends and developments in leveraged finance terms and practices and the extent to which some of these have gained market acceptance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/current-trends-in-leveraged-finance-2021/
Prior to the existence of BDCs, the ability for smaller companies to raise capital were minimal, often being rejected by banks. With the emergence of BDCs, small businesses, which are the backbone of the economy, are offered loans and incentives to promote the growth of their businesses — in turn stimulating a stronger market.
The Startup Guide to Venture Capital by Venture IntelligenceSuhas Motwani
1. Types of Investors
2. Sample Term Sheet For Early Stage Investments
3. Term Sheet for Startups: Do's and Don'ts
Law Office of Madhavan Srivatsan
3. Startups in India : Leveraging Opportunities
Economic Law Practice
4. Exit Rights: A Reality Check
Link Legal
5. Tomorrow Capital - Firm Profile
6. Directory Section containing tons of valuable data
Real Estate Investments - Emerging CategoriesYatinSharma70
Real Estate investments across the world have diversified beyond "Unit-By-Unit, But-to-Let, Self Use" categories. Pandemic catapulted screen time and fuelled all time high Property Search scores across continents.
Investors wanted deals, diversification & dividends while covering all plausible risks. Emerging Real Estate investment categories showed the way and became quick favorites!
Learn more about them in this slideshow....Happy flipping!
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/post-closing-issues-integration-potential-buyer-seller-disputes-2021/
Crowdfunding from the Investor's Perspective (Series: Crowdfunding)Financial Poise
This webinar focuses on the opportunities that crowdfunding makes available to the investor, and how the investor should go about navigating this new world. We begin with a basic overview of the new regulatory regime, the requirements to invest, and the on-boarding process one should expect. We then dive deeper into the market opportunity, including how to access and select investments, and expectations investors should set for themselves and the projects they select. This is not intended to support any specific deal selection, but instead sheds a light upon the basic selection criteria available, the method to go about investing and what to avoid.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-investors-perspective-2021/
Current Trends in Leveraged Finance (Series: Leveraged Finance)Financial Poise
This webinar discusses some of the latest trends and developments in leveraged finance terms and practices and the extent to which some of these have gained market acceptance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/current-trends-in-leveraged-finance-2021/
Prior to the existence of BDCs, the ability for smaller companies to raise capital were minimal, often being rejected by banks. With the emergence of BDCs, small businesses, which are the backbone of the economy, are offered loans and incentives to promote the growth of their businesses — in turn stimulating a stronger market.
The Startup Guide to Venture Capital by Venture IntelligenceSuhas Motwani
1. Types of Investors
2. Sample Term Sheet For Early Stage Investments
3. Term Sheet for Startups: Do's and Don'ts
Law Office of Madhavan Srivatsan
3. Startups in India : Leveraging Opportunities
Economic Law Practice
4. Exit Rights: A Reality Check
Link Legal
5. Tomorrow Capital - Firm Profile
6. Directory Section containing tons of valuable data
Real Estate Investments - Emerging CategoriesYatinSharma70
Real Estate investments across the world have diversified beyond "Unit-By-Unit, But-to-Let, Self Use" categories. Pandemic catapulted screen time and fuelled all time high Property Search scores across continents.
Investors wanted deals, diversification & dividends while covering all plausible risks. Emerging Real Estate investment categories showed the way and became quick favorites!
Learn more about them in this slideshow....Happy flipping!
Learn the pillars of iman
From original text The Ship of Salvation Safinat An Najah A Basic Text on Islamic Worship According to the Shaafi’i School of Thought Written by al-’Allamat ash-Shaykh Abdullah bin Sa’ad bin Sumair al-Hadrami ash-Shaafi’i Translation and Commentary prepared by Khalil Abdur-Rashid The Pillars of Islam:
Raising Capital: Negotiating with Potential Investors (Series: The Start-Up/S...Financial Poise
Every business needs capital (cash) to fund its activities. But not all capital is created equal. At the most macro level, a business can raise cash by selling equity or by borrowing (and these alternatives are not by any means mutually exclusive).
This webinar explains the different types of capital available to fund a startup; how to identify potential funding sources; how to evaluate competing funding proposals; and how (and when) to negotiate financing terms. In addition, this webinar will address the kinds of investors for entrepreneurs to consider for their start-ups.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/raising-capital-negotiating-with-potential-investors-2021/
Raising Capital: Negotiating with Potential InvestorsFinancial Poise
Every business needs capital (cash) to fund its activities. But not all capital is created equal. At the most macro level, a business can raise cash by selling equity or by borrowing (and these alternatives are not by any means mutually exclusive).
This webinar explains the different types of capital available to fund a startup; how to identify potential funding sources; how to evaluate competing funding proposals; and how (and when) to negotiate financing terms. In addition, this webinar will address the kinds of investors for entrepreneurs to consider for their start-ups.
Part of the webinar series: The Start-Up/Small Business Advisor 2022
See more at https://www.financialpoise.com/webinars/
Funding 101 for Tech Entrepreneurs & StartupsRoger Royse
Roger Royse, founder of the Royse Law Firm, discusses the various options available to entrepreneurs when it comes to funding their startup.
Topics include:
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 advisors help with the funding process?
Ammad awan glasgow - how to make your money work for youAmmadAwanGlasgow
Ammad Awan Glasgow finance accounting services makes sure that the regulatory changes are integrated with the existing software and databases and the penalties arising from non compliance can be safely avoided.
Startup Basics: How to Split the Pie, Raise Money and Reward ContributorsRoger Royse
What’s my startup worth? How much equity should founders have? How much equity should I give to employees and consultants? How much should I give the VC’s?
Silicon Valley startup attorney Roger Royse of the Royse Law Firm discusses the basic valuation and ownership issues involved in a startup’s life, from formation to financing to exit, including how to value your company and the contributions of stakeholders and investors at each step with a particular emphasis on different models, best practices and traps to avoid.
Recruiting in the Digital Age: A Social Media MasterclassLuanWise
In this masterclass, presented at the Global HR Summit on 5th June 2024, Luan Wise explored the essential features of social media platforms that support talent acquisition, including LinkedIn, Facebook, Instagram, X (formerly Twitter) and TikTok.
At Techbox Square, in Singapore, we're not just creative web designers and developers, we're the driving force behind your brand identity. Contact us today.
An introduction to the cryptocurrency investment platform Binance Savings.Any kyc Account
Learn how to use Binance Savings to expand your bitcoin holdings. Discover how to maximize your earnings on one of the most reliable cryptocurrency exchange platforms, as well as how to earn interest on your cryptocurrency holdings and the various savings choices available.
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Know more: https://www.synapseindia.com/technology/mean-stack-development-company.html
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LA HUG - Video Testimonials with Chynna Morgan - June 2024Lital Barkan
Have you ever heard that user-generated content or video testimonials can take your brand to the next level? We will explore how you can effectively use video testimonials to leverage and boost your sales, content strategy, and increase your CRM data.🤯
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Digital Transformation and IT Strategy Toolkit and TemplatesAurelien Domont, MBA
This Digital Transformation and IT Strategy Toolkit was created by ex-McKinsey, Deloitte and BCG Management Consultants, after more than 5,000 hours of work. It is considered the world's best & most comprehensive Digital Transformation and IT Strategy Toolkit. It includes all the Frameworks, Best Practices & Templates required to successfully undertake the Digital Transformation of your organization and define a robust IT Strategy.
Editable Toolkit to help you reuse our content: 700 Powerpoint slides | 35 Excel sheets | 84 minutes of Video training
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B2B payments are rapidly changing. Find out the 5 key questions you need to be asking yourself to be sure you are mastering B2B payments today. Learn more at www.BlueSnap.com.
1. Presented by: Tabitha Creighton, CEO and Co-founder
How to issue a security – the essentials
Pt.2 in the Securities Primer Series
2. As a reminder…
• A security is…a legal interest in some element of the
business that has potential future value for the purchaser
that can be sold in some form
• Examples: note, stock, treasury stock, security future,
security-based swap, bond, debenture, evidence of
indebtedness, certificate of interest
(Taken from the Securities Act of 1933)
3. Private vs. Public Companies
• All businesses begin as “private”
– Private businesses are ones which DO NOT have a class of
securities that is registered with the Securities and Exchange
Commission which are widely held or traded on a national
securities exchange.
• They become public when they issue a class of securities
that are registered for wide holding or trading on a
national securities exchange.
4. Who can issue a security?
• Businesses can issue any type of security which is
relevant to their structure and purpose
• Examples:
– A sole proprietorship could issue a debt security but not sell
shares
– A government could issue treasury bills but not sell warrants for
future equity
– A corporation could sell shares but not issue currency
5. How does a company issue a security?
1. Decides what kind of security to offer
2. Decides to issue publicly or privately
3. Creates required documentation and filings
4. Issues security and raises funds
6. What kind of security?
• Leaving aside more complex security types, there are two
basic categories
– Debt
• Borrow money and commit to repay with interest
• There are varieties of debt: e.g. Debentures, Bonds, Promissory Notes
– Equity
• Sell portions of the company (typically shares, could be partnership
interest)
7. Debt vs. Equity….which to choose?
Business Considerations
• Structure of business
• Shared business ownership
• Impact of debt repayments on
cash-flow
• Cost of issuing shares,
debentures, promissory note or
bond
• Appeal to potential investors
Considerations for Investor Appeal
• Type of return (regular cash-flows
vs. single pay-out)
• Liquidity of investment (how easy to
re-sell)
• Amount of participation in business
• Investment goals
• Risk tolerance
• Securitization
• No single answer
• Considerations for businesses and appeal for investors include:
8. Public or Private issue?
• Public issues are:
– VERY costly (+$1M)
– Highly regulated
– Only for very large capital raises (generally hundreds of millions of
dollars or more)
• Private issues are:
– Less visible to potential investors*
– Much less costly
– Less regulated
– Suitable for smaller capital raises
9. More about Private Issues
• Private issues are straight-forward
– Most can be done using a type of Regulatory exemption offered
by the Securities and Exchange Commission
– This is GOOD because it reduces the amount of paperwork and
regulatory filing required for the business
– MOST private issues though, mean you raise money privately
• (e.g. you can’t advertise for investors)
10. But what about “crowd-funding”?
• The Jumpstart Our Business Start-Ups Act (JOBS Act)
enabled the SEC to amend their rules on privately issued
securities
• A NEW exemption (commonly known as 506c) was
introduced allowing “public solicitation” of private
securities
• IF your investors will be ACCREDITED
11. A little about Accredited Investors
• (Either a person or business)
• If a person then broadly speaking, s/he must earn $200k+
for the last two years and expect to earn as much this
year OR)
• Be part of a household that has earned $300k+ in that
same time period OR
• Be part of household with a net worth greater than $1M
(excluding their house)
12. More about the Private Issue regulatory exemptions
Exemption Type* 505 506b 506c
Must File Form D Yes Yes Yes
Allows companies to
decide what
information to give
to accredited
investors.
No No No
Restricted Securities Yes Yes Yes
General Solicitation No No Yes
Accredited Investors Unlimited Unlimited Unlimited
Non-accredited
Investors
Up to 35 Up to 35 None
Requires non-
accredited investor
"sophistication"
No Yes n/a
Limit (per 12 months) $5 million None None
There are many other types
of exemptions. 506b
exemptions account for
99% of all private exempt
security issues today. We
show the 505 and 506c
exemptions for
comparative purposes.
13. What kind of information must be provided to investors?
• At a minimum, an audited Balance Sheet
• Realistically, you’ll want to provide as much comparative
financial information as you can
– Financial statements, and that includes Statement of Cash Flow
– Financial ratios (e.g. A/R Turnover, Debt Service Ratio, Debt/Equity
Ratio)
– Purpose of investment and plan for use
– Collateral or personal guarantees (although this can become
complex, so again, check with your accountant and lawyer)
14. One essential thing you’ll need to do…
• Make SURE you get your CIK number
– The process isn’t hard, but it does take a couple of days to get
your number
• You’ll need it to do your Form D filing
15. What does a business have to file?
• Federal level
– Form D via an online form on the SEC website
– You can see a sample here:
https://www.sec.gov/about/forms/formd.pdf
• State level
– Each state has their own filings and fees
– You need to file in each state from which you have an investor
16. What happens next?
• You find investors
– (either through your direct connections, or IF (and only if) you’re
using the 506c exemption) you can use general solicitation)
– InvestNextDoor can help you with either a private or public
solicitation <shameless plug>
• Once you complete your offering, then you receive your
investment
• Don’t forget to meet your investor commitments! (issue
stock, repay debt)
17. Still have questions?
• You can…
– Ask you lawyer or accountant if they pertain to your specific
situation
– Reach out to me for general questions (I’ll redirect you if I can
answer them) – tabithacreighton@investnextdoor.com or
@tabcreighton
– Stay tuned for the next in our series on private securities!