Congratulations. You are a founder of a company and you have just been given an hour to ask several experts anything you want about the subject. Some questions will certainly focus on IP, since intellectual property is so important to so many businesses. Some questions will touch on outsourcing- perhaps of manufacturing, perhaps of certain other functions. Formation, capital raising, and HR are also fair game. And since the panel includes two attorneys, you can be sure that the conversation will cover both the business and legal aspects of the various topics discussed. The panel will also discuss planning for incremental growth; and, while pandemic continues, the availability of PPP loans and governmental assistance.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/what-every-founder-entrepreneur-must-know-2021/
Selecting the Right Valuation Expert (Series: Valuation)Financial Poise
You have a business interest, an asset, or a potential liability that you need to value. When do you need a valuation expert? While some negotiations or transactions may require an independent third party for appraisals, nearly all litigation on these topics will require an expert. How do you evaluate the credentials of an expert? What type of experience will you need your expert to possess? The process of selecting the appropriate expert starts with identifying the issues in dispute. This webinar explores the key factors you should consider in choosing your valuation expert.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/selecting-the-right-valuation-expert-2021/
The Very Basics: Forming the Business (Series: The Start-Up/Forming the Busin...Financial Poise
So, you are an entrepreneur and want to start your own business (or you are an attorney, accountant, or other professional advisor working with one). One of the first decisions required is to choose a legal structure for the business and the jurisdiction of entity organization. What factors should be taken into consideration prior to selecting a legal structure and jurisdiction? Does a sole proprietorship, partnership, limited liability company or corporation (C- or S-corp) make the most sense? This webinar focuses on business formation and the pros and cons to the different legal structures, and includes tips on how to keep one’s personal assets safe from the claims of future creditors of the business.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-very-basics-forming-the-business-2021/
How to Avoid Malpractice & Disciplinary Actions - General Do's and Don'ts (Se...Financial Poise
This webinar presents basic practice pointers to avoid malpractice and disciplinary actions, and how to respond to claims of malpractice or unethical behavior if they arise. The panel also discusses the role that malpractice insurance plays in these situations and the ramifications of a malpractice judgment or disciplinary action. Model Rules addressed may include: those that govern the client-lawyer relationship (Rules 1.1 through 1.10; 1.13; and 1.16); those that that speak to transactions with persons other than clients (Rules 4.1 through 4.4); those that govern the responsibilities of managing and supervisory lawyers, subordinate lawyers, non-lawyer assistance, independence, unauthorized practice of law, and multijurisdictional practice (Rules 5.1 through 5.5); and those that govern communication, including advertising and solicitation of clients (Rules 7.1 through 7.5).
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/how-to-avoid-malpractice-disciplinary-actions-general-dos-and-donts-2021/
The KPI - Cash Flow Modeling and Projections (Series: MBA Boot Camp)Financial Poise
You can chase a lot of financial measures of your business, but nothing stacks up to cash flow. Like a boat captain on a rough sea, being able to see what is coming at you financially is absolutely invaluable.
Cash flow models are the absolute go-to tool for reviewing companies in distress, yet they are also invaluable to venture capitalists who must manage long range investments as well as fast growth. This webinar discusses the basic components of a cash flow model, why it is weekly and not monthly and why 13 weeks is the usual length. This webinar also discusses what type of data is best for making an efficient and practical cash flow model, as well as best practices for reporting and pitfalls associated with modeling and balance roll forwards.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-kpi-cash-flow-modeling-and-projections-2021/
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
Valuing Lost Profits for Litigation Purposes (Series: Valuation)Financial Poise
A competitor, contractor or other third party has taken actions that have damaged your client’s business in the form of lost profits. How do you measure the lost profits? Must you demonstrate lost profits with certainty? Over what period do you measure the lost profits? If your client has not recovered fully, can you include estimated future lost profits? These are all important questions in a lost profits case. This webinar addresses those questions and summarizes the different methods to measure lost profits, as well as some of the critical elements that must be considered in developing and presenting your damages theory in court.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/valuing-lost-profits-for-litigation-purposes-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/
Selecting the Right Valuation Expert (Series: Valuation)Financial Poise
You have a business interest, an asset, or a potential liability that you need to value. When do you need a valuation expert? While some negotiations or transactions may require an independent third party for appraisals, nearly all litigation on these topics will require an expert. How do you evaluate the credentials of an expert? What type of experience will you need your expert to possess? The process of selecting the appropriate expert starts with identifying the issues in dispute. This webinar explores the key factors you should consider in choosing your valuation expert.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/selecting-the-right-valuation-expert-2021/
The Very Basics: Forming the Business (Series: The Start-Up/Forming the Busin...Financial Poise
So, you are an entrepreneur and want to start your own business (or you are an attorney, accountant, or other professional advisor working with one). One of the first decisions required is to choose a legal structure for the business and the jurisdiction of entity organization. What factors should be taken into consideration prior to selecting a legal structure and jurisdiction? Does a sole proprietorship, partnership, limited liability company or corporation (C- or S-corp) make the most sense? This webinar focuses on business formation and the pros and cons to the different legal structures, and includes tips on how to keep one’s personal assets safe from the claims of future creditors of the business.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-very-basics-forming-the-business-2021/
How to Avoid Malpractice & Disciplinary Actions - General Do's and Don'ts (Se...Financial Poise
This webinar presents basic practice pointers to avoid malpractice and disciplinary actions, and how to respond to claims of malpractice or unethical behavior if they arise. The panel also discusses the role that malpractice insurance plays in these situations and the ramifications of a malpractice judgment or disciplinary action. Model Rules addressed may include: those that govern the client-lawyer relationship (Rules 1.1 through 1.10; 1.13; and 1.16); those that that speak to transactions with persons other than clients (Rules 4.1 through 4.4); those that govern the responsibilities of managing and supervisory lawyers, subordinate lawyers, non-lawyer assistance, independence, unauthorized practice of law, and multijurisdictional practice (Rules 5.1 through 5.5); and those that govern communication, including advertising and solicitation of clients (Rules 7.1 through 7.5).
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/how-to-avoid-malpractice-disciplinary-actions-general-dos-and-donts-2021/
The KPI - Cash Flow Modeling and Projections (Series: MBA Boot Camp)Financial Poise
You can chase a lot of financial measures of your business, but nothing stacks up to cash flow. Like a boat captain on a rough sea, being able to see what is coming at you financially is absolutely invaluable.
Cash flow models are the absolute go-to tool for reviewing companies in distress, yet they are also invaluable to venture capitalists who must manage long range investments as well as fast growth. This webinar discusses the basic components of a cash flow model, why it is weekly and not monthly and why 13 weeks is the usual length. This webinar also discusses what type of data is best for making an efficient and practical cash flow model, as well as best practices for reporting and pitfalls associated with modeling and balance roll forwards.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-kpi-cash-flow-modeling-and-projections-2021/
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
Valuing Lost Profits for Litigation Purposes (Series: Valuation)Financial Poise
A competitor, contractor or other third party has taken actions that have damaged your client’s business in the form of lost profits. How do you measure the lost profits? Must you demonstrate lost profits with certainty? Over what period do you measure the lost profits? If your client has not recovered fully, can you include estimated future lost profits? These are all important questions in a lost profits case. This webinar addresses those questions and summarizes the different methods to measure lost profits, as well as some of the critical elements that must be considered in developing and presenting your damages theory in court.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/valuing-lost-profits-for-litigation-purposes-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/
Compliance issues are at the front of every manager's and fiduciary’s mind these days. It used to be that all the worry came from a creative plaintiffs’ bar calling a business's conduct into question, but those days are long gone. Public and private companies are investigated by not only the United States federal government, but also local, state, and foreign governments. Self-regulating entities also add a layer of scrutiny. Under the insulation of the attorney-client privilege, an effective internal investigation can help marshal the facts to inform corporate decisions about past or existing violations and prevent potential future violations. An internal investigation can protect management from the violation and records the company's response to an incident or violation. However, most importantly, it serves to send a clear message that the company is serious about compliance and that it sets transparency as a priority. This webinar surveys recent compliance trends and discusses best practices regarding the attorney-client privilege, joint defense agreements, the use of experts, witness interviews, the consequences of self-disclosure and how to control the impact on the company.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/internal-investigations-101-2021/
A Menu of Products for Investors and Lawyers (Series: Commercial Litigation F...Financial Poise
Litigation funding is an increasingly-popular tool for attorneys and clients to share the risk and reward of litigation with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. However, the term "litigation-" or "legal-" funding actually encompasses a handful of products, which vary based on borrower profile, stage and sector of litigation, use of proceeds, and ultimately, cost of capital and risk-reward profile. This webinar examines three funding products -- case fundings, law firm loans, and portfolio fundings -- and aims to inform attorneys on best solutions for their firms and clients, and provide an overview for institutional investors looking to allocate capital to litigations.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/a-menu-of-products-for-investors-and-lawyers-2021/
Selling a Private Company: An Executive Guide to Help Prepare and Manage a Pr...Fenwick & West
In this presentation, Fenwick & West partner Kris Withrow highlights the process and negotiation strategies that drive value and the key steps and hot-button issues that ensure there are no skeletons in the business that could leave your team or counsel flat-footed.
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/
Crowdfinance -101 (Series: Crypto, Crowdfunding & Other Crazy Concepts)Financial Poise
What is the “crowd” in Crowdfinance? What does the crowd thus buy and by what means and modes? And why should the crowd do this rather than put its money to work otherwise? What are the old (and continuing) modes for marketing and selling private securities? What is it like to purchase private securities from on-line portals? How are risks of fraud and mistake allocated there? Do on-line portals help get the rest of us in on unicorns in utero? How are equity securities purchased by the crowd turned into money? Is there a secondary market for private securities? Should ICOs be understood as crowdfinance by other means?
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfinance-101-2021/
Single Asset Real Estate Cases (Series: Fairness Issues in Real Estate-Based ...Financial Poise
Anyone involved in the field of creditors rights on a matter involving an LLC that exists solely to hold the principal asset has surely seen the play where, the night before property is scheduled to be sold at a foreclosure auction, the debtor files bankruptcy. For those not familiar with the process, doing so invokes the “Automatic Stay”, which prohibits the secured lender from foreclosing on the property. The debtor then attempts to make their case to the court for reorganization.
But is failing to pay your mortgage really something bankruptcy was meant to solve? If the bank was going to agree to a loan modification, wouldn’t the parties have worked something out by the time the sheriff sale was set? The bankruptcy code recognizes this and therefore has a section devoted to dealing with this specific kind of bankruptcy—the Single Asset Real Estate (“SARE”) case. The goal of this episode is to look into ethical issues surrounding these matters.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/single-asset-real-estate-cases-2021/
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding)Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2021/
Paying for Litigation- Hourly, Contingency, Third Party Financing & More (Ser...Financial Poise
As the cost and duration of litigation continue to increase, clients have begun demanding fee arrangements that deliver maximum value and best mitigate risk. This webinar explores the mechanics and pros and cons of various fee arrangements, from hourly to contingent to mixtures of the two. We also discuss the increasingly popular option of third-party litigation finance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/paying-for-litigation-hourly-contingency-third-party-financing-more-2021/
There are numerous pitfalls to launching a startup: losing intellectual property rights, overcomplicating the financing, failing to establish the ground rules with co-founders, and more. Fenwick partner Andy Albertson shares tips for planning and building a successful business in this presentation given at UW CoMotion. Topics include IP rights, employment contracts, formation best practices, initial capitalization issues, compliance with securities laws, retaining founders and key employees, and building a strong board.
Legal Considerations for Technology EntrepreneursFenwick & West
Fenwick partner Dan Dorosin reviews the legal issues tech entrepreneurs face along the road from idea to successful enterprise. Learn more about when a lawyer typically gets involved and why and the key steps in a startup’s corporate life cycle—including company formation, founding team considerations, equity allocation, founder equity arrangements and the financing process.
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding 2020) Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To listen to this webinar on demand, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2020/
ADR & Settlement (Series: Newbie Litigator School 101 - Part 1)Financial Poise
Many cases are litigated outside of the court system through the use of alternative dispute resolution methods such as arbitration, and the vast majority of cases settle before they reach trial, either as a result of the parties’ efforts or with the help of a mediator. This webinar covers the basics of arbitration and mediation, presenting an effective case to a neutral third party, and negotiating and documenting a successful settlement, either directly or with a mediator’s assistance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/adr-settlement-2021/
US/ Canada cross-border tax planning could be impacted by the recent finalization of Section 385 regulations by the IRS and Treasury Department. Because most of these new rules apply with an effective date reaching back to April 5, 2016, it is imperative that Canadian companies with U.S. activities assess their potential impact and develop a strategy for managing their exposure to these rules.
Leveraging & Protecting Trade Secrets in the 21st Century (Series: Intellectu...Financial Poise
Trade secrets are a more important form of an intellectual property asset than ever.
Congress recently passed the Defend Trade Secrets Act of 2016, which created new federal laws that allow an owner of a trade secret to sue in federal court when its trade secrets have been misappropriated. And as technology continues to exponentially progress in the digital age of the 21st Century, the need for businesses to protect and limit access to valuable and confidential trade secret information continues to rise. The progress in technology and expansion of information also promotes means for monetizing and leveraging trade secrets.
How do you identify your trade secrets, protect them, and leverage them? These are the questions this cutting-edge webinar discusses and seeks to answer.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/leveraging-protecting-trade-secrets-in-the-21st-century-2021/
Alternative Structures - PO Financing, Factoring & MCA (Series: Business Borr...Financial Poise
Purchase-order financing (P/O financing) is a type of asset-based loan designed to extend credit to a company that needs cash quickly, to fill a customer order. A company may operate with such a small amount of working capital that it cannot afford to pay the cost of producing a customer’s order. P/O financing enables such a company to not turn away business, by borrowing from a lender using the purchase order itself as collateral to support a loan.
Factoring is one of the oldest forms of business financing. Note that the term is “financing” rather than “loan” because factoring is not actually a loan. In a typical factoring arrangement, the company needing financing makes a sale, delivers the product or service and generates an invoice. The factor (the funding source) then purchases the right to collect on that invoice by agreeing to pay the company in need of financing the amount of the invoice minus a discount.
MCA lending is, in summary, an advance on a company’s sales. Financing through a merchant cash advance (MCA) is used mostly by companies that accept credit and debit cards for most of their sales, typically retailers and restaurants. The concept is this: funder purchases a portion of the company’s future credit card receivables for a discounted lump sum. The MCA funder receives the purchased credit card receivables as they are generated either by taking a percentage of the company’s daily credit card proceeds or by debiting a certain amount of funds from the company’s bank account. Depending on the risk profile of the company, it can be a more expensive form of financing for a business compared to other types of financing.
What these three things have in common is that they are each a type of “alternative lending.” Alternative to what? To the type of loan a company can get from a “regulated” commercial bank. This webinar explains these types of financing arrangements, what to consider before entering into them, and provides some tips on how to negotiate them.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/alternative-structures-po-financing-factoring-mca-2021/
TROs and Preliminary Injunctions (Series: Newbie Litigator School 101 - Part 1)Financial Poise
Sometimes—often at the beginning of a case—you need the court to take immediate action to protect your client’s interests or to maintain the status quo while the litigation progresses. This webinar discusses procedures and strategies for obtaining temporary restraining orders and preliminary injunctions. The topics discussed include the procedural and substantive requirements for obtaining TROs and preliminary injunctions, some best practices for how to succeed on motions seeking TROs and preliminary injunctions, and how to challenge and defeat those motions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/tros-and-preliminary-injunctions-2021/
An Introduction to a New Yet Old Funding Alternative (Series: Commercial Liti...Financial Poise
Litigation funding is an increasingly-popular tool for attorneys and clients to share the risk and reward of litigation with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. This webinar is intended to provide an overview of the topic generally, touching on the “who,” “what,” “where,” “when,” “why” and “how’s” behind litigation funding.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/an-introduction-to-a-new-yet-old-funding-alternative-2021/
Roadmap to Selling a Business or Taking on Outside InvestorsFinancial Poise
Part of the webinar series: BUSINESS ADVICE - FROM STARTUP TO SALE 2021
A Startup is the Founders’ baby - they dream it, created it and worked tirelessly to make it successful. Deciding it may be time to sell all or part is the easy part - acknowledging and addressing the financial and emotional issues can be challenging.
Negotiating with potential buyers or investors is time intensive, to say the least. Positioning a business for a value maximizing transaction requires planning. What professionals need to be engaged? How do the parties come to a valuation? What is the profile of the likely investor or buyer? These are just some of the questions this webinar addresses.
As a startup team, you create something—whether it’s software, a domain name, business logistics or a reputation—that falls within a class protected by the law. Some classes are protected automatically. Others require going through a registration, application or examination process. Fenwick lawyers Stephen Gillespie and Christopher Joslyn discuss what intellectual property is, why it is important and hot-button issues startups commonly face.
Building the infrastructure of a business around a product or service requires detailed focus upon items that are not intuitive.
An early decision which founders must make is the selection of a legal entity (LLC, Partnership, S Corp, C Corp, Non-Profit) for the business. Another critical action item is to consider steps to protect turf by keeping copycats away, to the extent possible (i.e. with copyrights, trademarks, patents, non-disclosure agreements, among other things). Hiring and incentivizing employees and finding a way to finance the business are examples of other key areas that founders need to get right. This webinar provides an overview of these topics and shares some best practices with regard to them.
Part of the webinar series: THE START-UP / SMALL BUSINESS ADVISOR 2022
See more at https://www.financialpoise.com/webinars/
Roles & Responsibilities: A Primer (Series: Board of Directors Boot Camp 2020...Financial Poise
Private company owners, including family businesses, ESOPs, and private equity owners, often have different expectations for their boards than is common in publicly traded firms. Besides being much less encumbered by regulatory compliance, many private firms are looking for a completely different kind of engagement from directors. In companies with new boards, leaders and directors often struggle early on to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/roles-responsibilities-a-primer-2020/
Compliance issues are at the front of every manager's and fiduciary’s mind these days. It used to be that all the worry came from a creative plaintiffs’ bar calling a business's conduct into question, but those days are long gone. Public and private companies are investigated by not only the United States federal government, but also local, state, and foreign governments. Self-regulating entities also add a layer of scrutiny. Under the insulation of the attorney-client privilege, an effective internal investigation can help marshal the facts to inform corporate decisions about past or existing violations and prevent potential future violations. An internal investigation can protect management from the violation and records the company's response to an incident or violation. However, most importantly, it serves to send a clear message that the company is serious about compliance and that it sets transparency as a priority. This webinar surveys recent compliance trends and discusses best practices regarding the attorney-client privilege, joint defense agreements, the use of experts, witness interviews, the consequences of self-disclosure and how to control the impact on the company.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/internal-investigations-101-2021/
A Menu of Products for Investors and Lawyers (Series: Commercial Litigation F...Financial Poise
Litigation funding is an increasingly-popular tool for attorneys and clients to share the risk and reward of litigation with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. However, the term "litigation-" or "legal-" funding actually encompasses a handful of products, which vary based on borrower profile, stage and sector of litigation, use of proceeds, and ultimately, cost of capital and risk-reward profile. This webinar examines three funding products -- case fundings, law firm loans, and portfolio fundings -- and aims to inform attorneys on best solutions for their firms and clients, and provide an overview for institutional investors looking to allocate capital to litigations.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/a-menu-of-products-for-investors-and-lawyers-2021/
Selling a Private Company: An Executive Guide to Help Prepare and Manage a Pr...Fenwick & West
In this presentation, Fenwick & West partner Kris Withrow highlights the process and negotiation strategies that drive value and the key steps and hot-button issues that ensure there are no skeletons in the business that could leave your team or counsel flat-footed.
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/
Crowdfinance -101 (Series: Crypto, Crowdfunding & Other Crazy Concepts)Financial Poise
What is the “crowd” in Crowdfinance? What does the crowd thus buy and by what means and modes? And why should the crowd do this rather than put its money to work otherwise? What are the old (and continuing) modes for marketing and selling private securities? What is it like to purchase private securities from on-line portals? How are risks of fraud and mistake allocated there? Do on-line portals help get the rest of us in on unicorns in utero? How are equity securities purchased by the crowd turned into money? Is there a secondary market for private securities? Should ICOs be understood as crowdfinance by other means?
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfinance-101-2021/
Single Asset Real Estate Cases (Series: Fairness Issues in Real Estate-Based ...Financial Poise
Anyone involved in the field of creditors rights on a matter involving an LLC that exists solely to hold the principal asset has surely seen the play where, the night before property is scheduled to be sold at a foreclosure auction, the debtor files bankruptcy. For those not familiar with the process, doing so invokes the “Automatic Stay”, which prohibits the secured lender from foreclosing on the property. The debtor then attempts to make their case to the court for reorganization.
But is failing to pay your mortgage really something bankruptcy was meant to solve? If the bank was going to agree to a loan modification, wouldn’t the parties have worked something out by the time the sheriff sale was set? The bankruptcy code recognizes this and therefore has a section devoted to dealing with this specific kind of bankruptcy—the Single Asset Real Estate (“SARE”) case. The goal of this episode is to look into ethical issues surrounding these matters.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/single-asset-real-estate-cases-2021/
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding)Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2021/
Paying for Litigation- Hourly, Contingency, Third Party Financing & More (Ser...Financial Poise
As the cost and duration of litigation continue to increase, clients have begun demanding fee arrangements that deliver maximum value and best mitigate risk. This webinar explores the mechanics and pros and cons of various fee arrangements, from hourly to contingent to mixtures of the two. We also discuss the increasingly popular option of third-party litigation finance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/paying-for-litigation-hourly-contingency-third-party-financing-more-2021/
There are numerous pitfalls to launching a startup: losing intellectual property rights, overcomplicating the financing, failing to establish the ground rules with co-founders, and more. Fenwick partner Andy Albertson shares tips for planning and building a successful business in this presentation given at UW CoMotion. Topics include IP rights, employment contracts, formation best practices, initial capitalization issues, compliance with securities laws, retaining founders and key employees, and building a strong board.
Legal Considerations for Technology EntrepreneursFenwick & West
Fenwick partner Dan Dorosin reviews the legal issues tech entrepreneurs face along the road from idea to successful enterprise. Learn more about when a lawyer typically gets involved and why and the key steps in a startup’s corporate life cycle—including company formation, founding team considerations, equity allocation, founder equity arrangements and the financing process.
Crowdfunding from the Start-Up's Perspective (Series: Crowdfunding 2020) Financial Poise
How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense.
To listen to this webinar on demand, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2020/
ADR & Settlement (Series: Newbie Litigator School 101 - Part 1)Financial Poise
Many cases are litigated outside of the court system through the use of alternative dispute resolution methods such as arbitration, and the vast majority of cases settle before they reach trial, either as a result of the parties’ efforts or with the help of a mediator. This webinar covers the basics of arbitration and mediation, presenting an effective case to a neutral third party, and negotiating and documenting a successful settlement, either directly or with a mediator’s assistance.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/adr-settlement-2021/
US/ Canada cross-border tax planning could be impacted by the recent finalization of Section 385 regulations by the IRS and Treasury Department. Because most of these new rules apply with an effective date reaching back to April 5, 2016, it is imperative that Canadian companies with U.S. activities assess their potential impact and develop a strategy for managing their exposure to these rules.
Leveraging & Protecting Trade Secrets in the 21st Century (Series: Intellectu...Financial Poise
Trade secrets are a more important form of an intellectual property asset than ever.
Congress recently passed the Defend Trade Secrets Act of 2016, which created new federal laws that allow an owner of a trade secret to sue in federal court when its trade secrets have been misappropriated. And as technology continues to exponentially progress in the digital age of the 21st Century, the need for businesses to protect and limit access to valuable and confidential trade secret information continues to rise. The progress in technology and expansion of information also promotes means for monetizing and leveraging trade secrets.
How do you identify your trade secrets, protect them, and leverage them? These are the questions this cutting-edge webinar discusses and seeks to answer.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/leveraging-protecting-trade-secrets-in-the-21st-century-2021/
Alternative Structures - PO Financing, Factoring & MCA (Series: Business Borr...Financial Poise
Purchase-order financing (P/O financing) is a type of asset-based loan designed to extend credit to a company that needs cash quickly, to fill a customer order. A company may operate with such a small amount of working capital that it cannot afford to pay the cost of producing a customer’s order. P/O financing enables such a company to not turn away business, by borrowing from a lender using the purchase order itself as collateral to support a loan.
Factoring is one of the oldest forms of business financing. Note that the term is “financing” rather than “loan” because factoring is not actually a loan. In a typical factoring arrangement, the company needing financing makes a sale, delivers the product or service and generates an invoice. The factor (the funding source) then purchases the right to collect on that invoice by agreeing to pay the company in need of financing the amount of the invoice minus a discount.
MCA lending is, in summary, an advance on a company’s sales. Financing through a merchant cash advance (MCA) is used mostly by companies that accept credit and debit cards for most of their sales, typically retailers and restaurants. The concept is this: funder purchases a portion of the company’s future credit card receivables for a discounted lump sum. The MCA funder receives the purchased credit card receivables as they are generated either by taking a percentage of the company’s daily credit card proceeds or by debiting a certain amount of funds from the company’s bank account. Depending on the risk profile of the company, it can be a more expensive form of financing for a business compared to other types of financing.
What these three things have in common is that they are each a type of “alternative lending.” Alternative to what? To the type of loan a company can get from a “regulated” commercial bank. This webinar explains these types of financing arrangements, what to consider before entering into them, and provides some tips on how to negotiate them.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/alternative-structures-po-financing-factoring-mca-2021/
TROs and Preliminary Injunctions (Series: Newbie Litigator School 101 - Part 1)Financial Poise
Sometimes—often at the beginning of a case—you need the court to take immediate action to protect your client’s interests or to maintain the status quo while the litigation progresses. This webinar discusses procedures and strategies for obtaining temporary restraining orders and preliminary injunctions. The topics discussed include the procedural and substantive requirements for obtaining TROs and preliminary injunctions, some best practices for how to succeed on motions seeking TROs and preliminary injunctions, and how to challenge and defeat those motions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/tros-and-preliminary-injunctions-2021/
An Introduction to a New Yet Old Funding Alternative (Series: Commercial Liti...Financial Poise
Litigation funding is an increasingly-popular tool for attorneys and clients to share the risk and reward of litigation with third-party investors, and for investors to capitalize on the uncorrelated returns generated by legal-driven revenue. This webinar is intended to provide an overview of the topic generally, touching on the “who,” “what,” “where,” “when,” “why” and “how’s” behind litigation funding.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/an-introduction-to-a-new-yet-old-funding-alternative-2021/
Roadmap to Selling a Business or Taking on Outside InvestorsFinancial Poise
Part of the webinar series: BUSINESS ADVICE - FROM STARTUP TO SALE 2021
A Startup is the Founders’ baby - they dream it, created it and worked tirelessly to make it successful. Deciding it may be time to sell all or part is the easy part - acknowledging and addressing the financial and emotional issues can be challenging.
Negotiating with potential buyers or investors is time intensive, to say the least. Positioning a business for a value maximizing transaction requires planning. What professionals need to be engaged? How do the parties come to a valuation? What is the profile of the likely investor or buyer? These are just some of the questions this webinar addresses.
As a startup team, you create something—whether it’s software, a domain name, business logistics or a reputation—that falls within a class protected by the law. Some classes are protected automatically. Others require going through a registration, application or examination process. Fenwick lawyers Stephen Gillespie and Christopher Joslyn discuss what intellectual property is, why it is important and hot-button issues startups commonly face.
Building the infrastructure of a business around a product or service requires detailed focus upon items that are not intuitive.
An early decision which founders must make is the selection of a legal entity (LLC, Partnership, S Corp, C Corp, Non-Profit) for the business. Another critical action item is to consider steps to protect turf by keeping copycats away, to the extent possible (i.e. with copyrights, trademarks, patents, non-disclosure agreements, among other things). Hiring and incentivizing employees and finding a way to finance the business are examples of other key areas that founders need to get right. This webinar provides an overview of these topics and shares some best practices with regard to them.
Part of the webinar series: THE START-UP / SMALL BUSINESS ADVISOR 2022
See more at https://www.financialpoise.com/webinars/
Roles & Responsibilities: A Primer (Series: Board of Directors Boot Camp 2020...Financial Poise
Private company owners, including family businesses, ESOPs, and private equity owners, often have different expectations for their boards than is common in publicly traded firms. Besides being much less encumbered by regulatory compliance, many private firms are looking for a completely different kind of engagement from directors. In companies with new boards, leaders and directors often struggle early on to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/roles-responsibilities-a-primer-2020/
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.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Whether you are considering forming a board or want to enhance existing governance practices, understanding the role of the board and expectations of directors is an essential ingredient to successful, value-added governance in private companies. Company leaders and board directors often struggle to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success. We will cover the definition of a board, typical expectations of a director, board oversight vs. management responsibilities, and many other basics of board formation and operation.
Part of the webinar series: Board of Directors Boot Camp 2021.
See more at https://www.financialpoise.com/webinars/
Turning an Idea or Product into a Business (Series: Business Advice - From St...Financial Poise
Building the infrastructure of a business around a product or service requires detailed focus upon items that are not intuitive.
An early decision which Founders must make is the selection of legal entity (LLC, Partnership, S Corp, C Corp, Non-Profit) for the business. Another critical action item is to consider steps to protect intellectual property by keeping copycats away, to the extent possible (i.e. with copyrights, trademarks, patents, non-disclosure agreements, among other things). Hiring and incentivizing employees and finding a way to finance the business are examples of other key areas that Founders may need assistance with. This webinar provides an overview of these topics and shares some best practices with regard to them.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/turning-an-idea-or-product-into-a-business-2021/
Starting a business under your own name leaves you vulnerable to liabilities, debts, and torts. It is one of the foremost goals of nearly all business practitioners to steer clients away from such personal liability through entity planning and structuring.
Tips for Choosing the Right Business Entitycarbonadmin
This presentation highlights some of the key considerations for startup and small business founders in choosing the right business entity. We hope you find the information useful as you start your business by making sure you have adequate protection and growth potential for your venture.
Whether you are considering forming a board or want to enhance existing governance practices, understanding the role of the board and expectations of directors is an essential ingredient to successful, value-added governance in private companies. Company leaders and board directors often struggle to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success. We will cover the definition of a board, typical expectations of a director, board oversight vs. management responsibilities, and many other basics of board formation and operation.
Part of the webinar series:
BOARD OF DIRECTORS BOOT CAMP 2022
See more at https://www.financialpoise.com/webinars/
Whether you are considering forming a board or want to enhance existing governance practices, understanding the role of the board and expectations of directors is an essential ingredient to successful, value-added governance in private companies. Company leaders and board directors often struggle to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success. We will cover the definition of a board, typical expectations of a director, board oversight vs. management responsibilities, and many other basics of board formation and operation.
Part of the webinar series: Board of Directors Boot Camp 2022
See more at https://www.financialpoise.com/webinars/
ESOPs 101 (Series: Cross-Training for Business Lawyers 2020) Financial Poise
Employee stock ownership plans (ESOPs) are plans regulated by the Employee Retirement Income Security Act (ERISA) and designed to allow employees to invest in the stock of their employer. The shareholder participants/employees as well as the sponsoring company generally receive tax benefits through the use of the plan. And while they are generally touted as designed to promote employees’ interest and efforts in maximizing the value of the company for the benefit of both employer and employees, ESOPs are often used as a method of corporate finance by the sponsoring company.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/esops-101-2020/
Common Issues and Strategies in Business Breakups (Series: Complex Financial ...Financial Poise
As any entrepreneur will attest, starting and operating a business comes with unique challenges. These challenges are a key reason that, by some estimates, half of the companies that are founded today will not exist four years from now. It can be argued that the effort and attention needed to find success precludes business owners from planning for failure. This webinar focuses on the realities of a failing business from the owners’ perspective. Join our panel of experts as they discuss the various considerations that should be given at the outset of start-up negotiations and through business breakup, including dispute negotiation and litigation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/common-issues-and-strategies-in-business-breakups-2021/
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileFinancial Poise
This segment will delve into considerations that come into play when filing or responding to post-grant review proceedings. These considerations include issues of real party in interest, timing, and substantive arguments.
Part of the webinar series: IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
This segment will discuss the statutory and procedural background of post-grant review proceedings. It will discuss the types of proceedings available and provide a high-level discussion of how the proceedings are conducted.
Part of the webinar series:
IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day HearingFinancial Poise
Even when a bankruptcy petition is the result of a soft-landing rather than a freefall, filing a chapter 11 petition is a disruptive event. To facilitate the debtor’s entry into chapter 11 with as little disruption as possible, first day motions are filed to ensure that a debtor-in-possession can minimize interruptions and continue operating its business in order to achieve its goals in chapter 11. This webinar provides an overview of the administrative and operational first day motions typically filed by chapter 11 debtors and the process for requesting a first day hearing, providing notice of the hearing, and ensuring that the hearing runs smoothly.
Part of the webinar series: THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!Financial Poise
Sometimes it begins when a client, tenant, or customer starts to slow-pay, with the result that your accounts receivable start to accrue gradually. Other times the issue presents itself more suddenly. Either way, you find your company owed a great deal of money that looks like it may not be collected because your client/tenant/customer has filed bankruptcy, has commenced an assignment for the benefit of creditors, has been put into receivership, or is otherwise just plain insolvent. What do you do? What should you not do? The topics discussed in this webinar include the pros and cons of putting a counterparty into involuntary bankruptcy; when and how you may be able to pursue third parties (like guarantors, directors, or officers) for the amount owed; risks related to preference attack; pros and cons of sitting on a “creditors’ committee” in a Chapter 11; how to negotiate for “critical vendor” protection in Chapter 11; and practical guidance for continuing to provide goods or services to an insolvent counterparty.
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022
See more at https://www.financialpoise.com/webinars/
We’ve all long heard about writing practices to avoid, including run-on sentences, excessive passive voice, and nominalization. This webinar not only discusses how those habits can damage briefs, but also explores a key habit brief-writers should embrace: using strong, precise verbs, which are the engine of a persuasive sentence. Panelists also exchange views about finding the most persuasive voice and tone, as well as the right temperature for rhetoric.
Part of the webinar series: PERSUASIVE BRIEF WRITING 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...Financial Poise
You’ve received the dreaded call that your company has just suffered a data breach – what do you do next? Who do you call for help? What notification obligations do you have?
With proper preparation, you can mitigate the damage caused by this unfortunate event and put your business in a position to recover. Your company may have already implemented its information security program and identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must call up your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients, customers, or the public of the breach. This webinar will help prepare you to take action when the worst happens.
Part of the webinar series:
CYBER SECURITY and DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...Financial Poise
Data is one of your business’s most valuable assets and requires protection like any other asset. How can you protect your data from unauthorized access or inadvertent disclosure?
An information security program is designed to protect the confidentiality, integrity, and availability of your company’s data and information technology assets. Federal, state, or international law may also require your business to have an information security program in place.
This webinar will provide the basics of how to create and implement an information security program, beginning with identifying your incident response team, putting applicable insurance policies into place, and closing any gaps in the security of your data.
Part of the webinar series:
CYBERSECURITY & DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...Financial Poise
Obtaining a final and enforceable judgment is often just the first phase of the civil litigation process; without effective enforcement and collection, a judgment is merely a piece of paper (or electronic docket entry). This webinar provides an overview of the technical, procedural and strategic considerations necessary to monetize judgments and make litigation worthwhile.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101 Financial Poise
When is an appeal permitted and when should you take one? What rules and procedures govern appellate practice and how can you best avoid technical and procedural mistakes. How are appellate briefs different from those filed with the trial court and what are some keys to making them successful? And how can you best prepare for appellate oral argument? This webinar explores these questions and more with a panel of experienced appellate litigators.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...Financial Poise
There's creating content; then there's creating great content; and then there's creating great content that actually gets seen by the ideal audience. Each of those layers has its own unique challenges. In this webinar episode, we share insights from a variety of highly experienced content creators. Each panelist member provides their own unique spin on how to create great content that gets seen by the intended audience. By the completion of this episode, the audience member will have a clear and actionable plan on how to create outstanding content that meets their unique marketing needs.
Part of the webinar series: MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022
See more at https://www.financialpoise.com/webinars/
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas Financial Poise
Although issues in oil and gas chapter 11 cases vary from case to case, there are, nonetheless, certain issues that tend to arise in most oil and gas cases. Among them: treatment of oil and gas leases, the payment of royalties, hedging agreements, and valuation. This webinar addresses such issues.
Part of the webinar series: CHAPTER 11 - INDUSTRY FOCUS 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Selling a Business Financial Poise
A Startup is the Founders’ baby - they dream it, created it and worked tirelessly to make it successful. Deciding it may be time to sell all or part is the easy part - acknowledging and addressing the financial and emotional issues can be challenging.
Negotiating with potential buyers or investors is time intensive, to say the least. Positioning a business for a value maximizing transaction requires planning. What professionals need to be engaged? How do the parties come to a valuation? What is the profile of the likely investor or buyer? These are just some of the questions this webinar addresses.
Part of the webinar series: BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101Financial Poise
A basic understanding of immigration law is critical to a vast array of businesses operating in today’s economy. Foreign employees and their sponsoring companies will navigate a complex maze in the attempt to achieve the desired goals of the employee maximizing their ability to provide services and value to the company. One of various determining factors as to which pathway to attempt is whether the goal is an immigrant visa (also known as a “green card”) which may ultimately allow lawful permanent residence in the United States or a non-immigrant visa. The need for foreign labor affects various industries and applies to large segments of skilled, unskilled and semi-skilled workers in jobs ranging from farm to seasonal to high-tech. This webinar explains what businesses need to know in the current environment as well as how political and globalization issues will affect immigration laws going forward.
Part of the webinar series:
BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts Financial Poise
Expert witnesses are an integral part of modern commercial litigation. They can be used for everything from calculating damages to explaining software workflows to establishing industry standards. This webinar begins with an exploration of the common types of cases that call for use of expert testimony. From there, we discuss the rules governing experts, including expert disclosures, discovery, and expert depositions. We also discuss the Daubert standard for excluding expert testimony, and discuss how a successful Daubert motion may be brought. This hour will help you figure out when and how to hire your own expert, and will give you some ideas on how to challenge your opponent’s expert when the time comes.
Part of the webinar series:
NEWBIE LITIGATOR SCHOOL - Part I 2022
See more at https://www.financialpoise.com/webinars/
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
Part of the webinar series:
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...Financial Poise
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Buying, selling, or merging a company typically follows a similar set of steps from deal to deal. The amount of time each step takes varies but the order of the steps is fairly uniform because the steps follow a certain logic: before the parties share meaningful information, they should sign a confidentiality agreement (a/k/a “non-disclosure agreement,” or “NDA”); once a baseline amount of information is known by the would-be buyer, it commonly presents a letter of intent or term sheet to the target or its owner, which serves as an outline for a deal but does not necessarily bind the parties to consummate the transaction; additional due diligence and the negotiation, drafting and signing of definitive documents comes next. The parties then obtain any needed regulatory and/or contractual third party approvals; followed by closing; and finally by post-closing tasks. This webinar will discuss all these steps from a macro perspective so that you can see the forest for the trees, but does not do a deep dive into any single topic. Think of this webinar as a road map or timeline for a typical deal.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Crowdfunding from the Investor's PerspectiveFinancial 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.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Securities Crowdfunding for IntermediariesFinancial Poise
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a basic overview of the various methods of crowdfunding, from donation and rewards based, to intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of the JOBS Act. Once those differences are understood, the webinar focuses on the need for intermediaries, the role that they can and sometimes must play, followed by a discussion on how the market has matured and where we see the market going in the online capital space. This webinar also discusses the risks and future of these intermediaries with the advent of the ICO and token distribution events.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
Biological screening of herbal drugs: Introduction and Need for
Phyto-Pharmacological Screening, New Strategies for evaluating
Natural Products, In vitro evaluation techniques for Antioxidants, Antimicrobial and Anticancer drugs. In vivo evaluation techniques
for Anti-inflammatory, Antiulcer, Anticancer, Wound healing, Antidiabetic, Hepatoprotective, Cardio protective, Diuretics and
Antifertility, Toxicity studies as per OECD guidelines
Acetabularia Information For Class 9 .docxvaibhavrinwa19
Acetabularia acetabulum is a single-celled green alga that in its vegetative state is morphologically differentiated into a basal rhizoid and an axially elongated stalk, which bears whorls of branching hairs. The single diploid nucleus resides in the rhizoid.
A Strategic Approach: GenAI in EducationPeter Windle
Artificial Intelligence (AI) technologies such as Generative AI, Image Generators and Large Language Models have had a dramatic impact on teaching, learning and assessment over the past 18 months. The most immediate threat AI posed was to Academic Integrity with Higher Education Institutes (HEIs) focusing their efforts on combating the use of GenAI in assessment. Guidelines were developed for staff and students, policies put in place too. Innovative educators have forged paths in the use of Generative AI for teaching, learning and assessments leading to pockets of transformation springing up across HEIs, often with little or no top-down guidance, support or direction.
This Gasta posits a strategic approach to integrating AI into HEIs to prepare staff, students and the curriculum for an evolving world and workplace. We will highlight the advantages of working with these technologies beyond the realm of teaching, learning and assessment by considering prompt engineering skills, industry impact, curriculum changes, and the need for staff upskilling. In contrast, not engaging strategically with Generative AI poses risks, including falling behind peers, missed opportunities and failing to ensure our graduates remain employable. The rapid evolution of AI technologies necessitates a proactive and strategic approach if we are to remain relevant.
2024.06.01 Introducing a competency framework for languag learning materials ...Sandy Millin
http://sandymillin.wordpress.com/iateflwebinar2024
Published classroom materials form the basis of syllabuses, drive teacher professional development, and have a potentially huge influence on learners, teachers and education systems. All teachers also create their own materials, whether a few sentences on a blackboard, a highly-structured fully-realised online course, or anything in between. Despite this, the knowledge and skills needed to create effective language learning materials are rarely part of teacher training, and are mostly learnt by trial and error.
Knowledge and skills frameworks, generally called competency frameworks, for ELT teachers, trainers and managers have existed for a few years now. However, until I created one for my MA dissertation, there wasn’t one drawing together what we need to know and do to be able to effectively produce language learning materials.
This webinar will introduce you to my framework, highlighting the key competencies I identified from my research. It will also show how anybody involved in language teaching (any language, not just English!), teacher training, managing schools or developing language learning materials can benefit from using the framework.
The Roman Empire A Historical Colossus.pdfkaushalkr1407
The Roman Empire, a vast and enduring power, stands as one of history's most remarkable civilizations, leaving an indelible imprint on the world. It emerged from the Roman Republic, transitioning into an imperial powerhouse under the leadership of Augustus Caesar in 27 BCE. This transformation marked the beginning of an era defined by unprecedented territorial expansion, architectural marvels, and profound cultural influence.
The empire's roots lie in the city of Rome, founded, according to legend, by Romulus in 753 BCE. Over centuries, Rome evolved from a small settlement to a formidable republic, characterized by a complex political system with elected officials and checks on power. However, internal strife, class conflicts, and military ambitions paved the way for the end of the Republic. Julius Caesar’s dictatorship and subsequent assassination in 44 BCE created a power vacuum, leading to a civil war. Octavian, later Augustus, emerged victorious, heralding the Roman Empire’s birth.
Under Augustus, the empire experienced the Pax Romana, a 200-year period of relative peace and stability. Augustus reformed the military, established efficient administrative systems, and initiated grand construction projects. The empire's borders expanded, encompassing territories from Britain to Egypt and from Spain to the Euphrates. Roman legions, renowned for their discipline and engineering prowess, secured and maintained these vast territories, building roads, fortifications, and cities that facilitated control and integration.
The Roman Empire’s society was hierarchical, with a rigid class system. At the top were the patricians, wealthy elites who held significant political power. Below them were the plebeians, free citizens with limited political influence, and the vast numbers of slaves who formed the backbone of the economy. The family unit was central, governed by the paterfamilias, the male head who held absolute authority.
Culturally, the Romans were eclectic, absorbing and adapting elements from the civilizations they encountered, particularly the Greeks. Roman art, literature, and philosophy reflected this synthesis, creating a rich cultural tapestry. Latin, the Roman language, became the lingua franca of the Western world, influencing numerous modern languages.
Roman architecture and engineering achievements were monumental. They perfected the arch, vault, and dome, constructing enduring structures like the Colosseum, Pantheon, and aqueducts. These engineering marvels not only showcased Roman ingenuity but also served practical purposes, from public entertainment to water supply.
Francesca Gottschalk - How can education support child empowerment.pptxEduSkills OECD
Francesca Gottschalk from the OECD’s Centre for Educational Research and Innovation presents at the Ask an Expert Webinar: How can education support child empowerment?
2. 2
Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.
3. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
3
4.
5. Meet the Faculty
MODERATOR:
Robert Londin - Jaspan Schlesinger LLP
PANELISTS:
Leslee Cohen - Hershman Cohen LLC
J. Richard Claywell - The Office of J. Richard Claywell
David Spitulnik - Spitulnik Advisors
5
6. About This Webinar
What Every Founder/Entrepreneur Must Know
Congratulations. You are a founder of a company and you have just been given an hour to
ask several experts anything you want about the subject. Some questions will certainly focus
on IP, since intellectual property is so important to so many businesses. Some questions will
touch on outsourcing- perhaps of manufacturing, perhaps of certain other
functions. Formation, capital raising, and HR are also fair game. And since the panel
includes two attorneys, you can be sure that the conversation will cover both the business
and legal aspects of the various topics discussed. The panel will also discuss planning for
incremental growth; and, while pandemic continues, the availability of PPP loans and
governmental assistance.
6
7. About This Series
Most startups are not destined to become billion dollar unicorns. Most, in fact, will fail and
most of those that survive may never be more than small businesses. Whether and to what
extent a startup will be successful depends on many factors. One set of factors is the
foundational pillars on which the company is built, and includes things such as the company’s
capital structure, financial controls, human capital, management/founder talent, market niche
(and barrier to entry), financing growth, managing burn rate, and marketing functions. This
series explores each of these topics, giving startups, entrepreneurs, and their advisors useful
tools and insight into how they can build a foundation for success.
As with every Financial Poise Webinar, each episode is delivered in Plain English understandable to investors, business
owners, entrepreneurs, and executives without much background in these areas, yet is also valuable to attorneys,
accountants, and other seasoned professionals. And, as with every Financial Poise Webinar, each episode brings you
into engaging, sometimes humorous, conversations designed to entertain as it teaches. Each episode in the series is
designed to be viewed independently of the other episodes so that participants will enhance their knowledge of this area
whether they attend one, some, or all episodes.
7
8. Episodes in this Series
#1: The Very Basics: Forming the Business
Premiere date: 1/27/21
#2: Raising Capital: Negotiating with Potential Investors
Premiere date: 2/24/21
#3: What Every Founder/Entrepreneur Must Know
Premiere date: 3/31/21
8
10. Forming an Entity
• What’s the first thing a new business owner should do?
Form an entity
• Why form an entity?
Limited liability (capped vs. unlimited)
With: The business owner is only at risk for the amount of their investment and
none of the other obligations of the business
Without: The business owner is responsible for all of the business’ liabilities
10
11. Forming an Entity
More Reasons to Form an Entity:
• Interaction with third parties
Credibility with financing or other sources
May be demanded by third parties as a means of reducing potential liabilities
• Flexibility and structure for management and control
11
12. Types of Legal Entities
• The two most common forms of legal entities are:
Corporations
C or S-Corps
Limited Liability Companies (or LLCs)
12
13. Corporations
• Corporations
There are two variations on the corporation (based on the way they are treated for
tax purposes)
C-Corp
Unless you plan to raise venture capital or go public, you’ll likely want to
stay away from the C-Corp…it’s earnings are taxed twice!
13
14. Corporations
S-Corp
Not subject to double taxation (pass-through entity)
Restrictions include (1) only individuals can be shareholders, (2) no more
than 100 shareholders, (3) only U.S. persons can be shareholders, and (4)
funds can only be divided between the shareholders “pro rata” (i.e., can’t
have more than one class of stock)
14
15. Other Types of Corporations
• Professional Corporations
Available, and typically mandatory, if forming a corporation, for certain professions
(lawyers, doctors, accountants, etc.)
May not be able to limit individual liability, at least for malpractice actions, even if
using
• Statutory close corporations
Limitation on number of shareholders (35)
Flexible management structure such that a shareholder with much less than majority
ownership may be able to control management
Fallen into disfavor in the LLC era?
15
16. Other Types of Corporations
• Non-profit corporations
No profits distributed to shareholders
Limitations on purpose, use of funds, etc.
• Co-operative corporations (consumers, agricultural, etc.)
16
17. Limited Liability Companies (LLCs)
• LLCs offer, as their name suggests, limited liability like a corporation, taxation like a S
corporation or a partnership, and do not have the restrictions on ownership of a S
corporation
• LLCs offer a flexible management structure such that they can either be operated by one,
some or all of their members (the LLC equivalent of shareholders) or a manager or
managers, who may or may not be members
• Can have more than one class of membership interest (flexibility on structuring
distributions and voting rights)
17
18. Limited Liability Companies (LLCs)
• LLCs are formed by the filing of a certificate (or articles) of organization.
• Their primary governing documents, which are not mandatory but are highly advisable,
are known as operating agreements
Operating Agreements are similar to bylaws but often include additional provisions of
governance and share transfer which may be included in a shareholder agreement
of a corporation.
Operating agreements provide how distributions are made and how profit/losses are
allocated among members
18
19. Limited Liability Companies (LLCs)
• LLCs have become extremely popular for the advantages and flexibility they offer.
• However, because of their relative newness and largely contractual nature:
LLCs offer less certainty, to both their members and outside entities dealing with
them, than do corporations.
While LLCs are permitted to grant stock options, have more than one class of stock
and do not generally have limitations on who can become members, there is enough
haziness on these issues such that professional investors will generally prefer a C
corporation; professional investors also prefer C corporations for tax planning
reasons
19
21. Risk Management
• Corporate counsel
• Business licenses & registrations
• Internal controls / policies & procedures
• Insurance
D&O
Key Man
General Liability
21
22. Building a Team
• Board of Directors vs. Board of Advisors
• Resources needed (by function)
Business Development
Operations
Finance & Accounting (including Tax)
Legal
Human Resources
• Employee vs. independent contractor (IC)
• Focus on revenue generation (infrastructure lags revenue)
22
23. General HR Tips for Start-Ups
• Act as a leader
• Policies and training are just the start
• Create and communicate values
• Institutional values
23
24. Laws and Regulations (Federal)
• Department of Labor
Wages & Hours
Workplace Safety
Workers’ Compensation
Employee Benefits, etc.
24
25. Talent Acquisition – Recruiting
• Develop a recruiting plan
• Identify vacancy and evaluate needs
• Develop position description
• Advertise position
25
26. Employment of Negotiations – Type of Employment
• Status: Full Time v. Part Time
• Classification: Exempt v. Non-Exempt
• Independent Contractor
26
27. Employment of Negotiations – Type of Employment
a. Full Time Employees vs. Independent Contractors
b.
Source: http://employment.findlaw.com/hiring-process/being-an-independent-contractor-vs-employee.html
27
28. Employment-Related Documents
• Offer letter (outlining basic terms of employment and conditions to commencement of
services)
• Noncompete
• Non-solicitation
• Confidentiality
28
29. Employment-Related Documents
• Noncompete Provisions
Terms restricting an employee’s ability to work for competitors for a specified
amount of time (sometimes within a specified geographic area) after an
employee leaves a company.
Often used to protect trade secrets or goodwill
Enforceability
Often restricted or unenforceable under state law.
Each state has its own unique laws and rules about whether, when and to
what extent a non-compete agreement is enforceable.
Reasonableness of non-compete restrictions are often the key to
enforceability! Duration and scope must be reasonable.
29
30. Employment-Related Documents
• Non-Solicitation Provisions
Terms restricting employee’s ability to solicit company’s clients or customers for
employee’s own benefit or benefit of another employer after leaving company.
May also include agreement not to solicit other employees to leave when exiting
employee leaves.
Often used in service or sales businesses
Enforceability
Again – know the law in your state!
Where enforceable, must be drafted so that it is not too difficult for employee
to earn a living or unfairly limit a competitor’s ability to hire workers or attract
new customers
Valid business reason should/must exist for enforcing non-solicitation
provisions
30
31. Employment of Negotiations – Employment Agreement
• Confidentiality Provisions
Agreement prohibiting employee from disclosing company’s confidential or
proprietary information.
Often effective during an employee’s time with company, and lasting for a
period of time after employee leaves (1-3 years is common).
31
32. Outsourcing HR
• Benefits
Frees employer to concentrate on core competencies
Saves money
Improves compliance
Improves recruitment
Provides access to latest tools and technology
32
33. Funding Your Business
• Sources of Financing
Bootstrap
Friends & Family
Government
Angel Investors
Venture Capitalists
Commercial Banks
33
34. Funding Your Business
• Select documents necessary to raise financing
Business Plan
Executive Summary
Management Team + Board of Directors (Advisors)
Market Size
Financial Projections
Business Formation Documents
Confidential Information Memorandum (CIM); Risk Factors
Contracts
Employment Agreements
34
35. Equity – Selling Ownership Interests
• Individuals or firms provide money in exchange for an ownership percentage (shares,
stock) in a company
• May take numerous forms
• Entails loss of some ownership to founders, but can be beneficial for startup that doesn’t
expect to generate revenue sufficient to repay loans or reinvest in the company
35
36. Angel Investors
• Equity-based investing by wealthy individuals
• May be an industry executive or experienced businessperson able to provide guidance to
company
• May give company credibility to attract other investors.
• Angels may work in organized groups to screen deals & invest with each other, while
many invest on their own.
36
37. What Do Angels Want?
• High growth and scalability
• Thus software and tech, more than manufacturing
• A market for the innovation, a moat against future competitors
• Payoff (exit) in 5 to 10 years
• To build their own brand to gain access to future deals
37
38. What Angels Have Gotten
• 2.5x exit on average
• 4.5 year average holding period for successful exits
• 50% to 70% dilution when investing at seed stage [per Angel Resource Institute]
• If initial valuation is $10 million and 50% - 70% dilution expected, then to reach 2.5x Angel
investment, exit valuation should be $83 million, or 8.3x
38
39. Angel Batting Average
• Lower than baseball batting averages
• Many losers, but high returns from winners
• Likely need for future investments rounds
• Angels diversify their bets, and bet with funds they can afford to lose
39
40. Venture Capital
• Investment firms willing to put forward a large sums of money in exchange for equity in
the company
• Financing typically conditioned on VC pulling money out after company is acquired or
goes public.
• VCs are professional investors seeking significant return on investment
• Typically significant investment for potential exponential return on investment; these are
targeted by VCs because of the significant time commitment required in the deal process
40
41. Dilution
• First Founder(s) own 100%
• Then seed funders and employees are distributed shares; Reserved Equity Plan/Awards
• Then Angels purchase a percentage of total shares
41
42. Dilution
• NOTE: With each of these steps, the ownership share of the predecessor owners is
diluted
• Venture Capital and other later funders are likely to insist on some control (e.g., a Board
seat) an on preferential payouts in the event of a liquidation- these doubly dilute their
predecessors
[See Equity Investment Simulation at http://ownyourventure.com/equitySim.html]
42
43. Offering Process for Equity Securities
• Offers and sales of equity securities must either be registered with the SEC and offered
publicly or exempt from registration and offered privately
• Pre-JOBS Act (2012), an investor must have been an accredited investor in order to
participate in an exempt offering, and issuers of private equity securities were barred
from engaging in general solicitation or advertising
43
44. Accredited Investors in Exempt Offerings – Who?
• “Accredited investors” include natural persons who:
Possess a net worth (alone or with spouse) >$1 million (excluding value of home,
and not counting home mortgage as a liability, unless it is underwater) or
Have an annual income >$200,000 (or joint income with spouse >$300,000) in the
two most recent years, and reasonable expectation of similar or higher income in the
current year
44
45. Investing in Private Equity Securities Pre-JOBS Act
[Rule 506(b)]
• Accredited investor has pre-existing, substantive relationship directly with issuer
• AI has pre-existing, substantive relationship with an intermediary, such as a broker-
dealer or investment advisor
• AI purchases resold private equity shares in secondary markets
45
46. JOBS Act of 2012 (In Summary)
• SEC’s prohibition on general solicitation and advertising eliminated in certain private
offerings in which only accredited investors participate (Rule 506(c) and Title II)
• In addition to pre-JOBS Act access via issuers and intermediaries with whom AIs had
pre-existing substantive relationships, AIs can now invest in private equity securities via
on-line investment platforms that advertise and engage in general solicitation
46
47. JOBS Act of 2012 (In Summary)
• Accredited investors and the “crowd” of non-accredited investors will be able to invest in
private equity securities via Title III (aka Reg CF) on-line “crowdfunding portals” (with
annual investing limits keyed to income, net worth)
• Accredited investors and non-accredited investors will be able to invest in private equity
securities via Title IV (aka Reg A+) offering platforms (with annual investing limits keyed
to income, net worth)
47
48. Common Documentation When Dealing With Investors
• Term Sheets
Set out details of investor funding; come in a variety of forms depending on the
round of funding addressed and investor involved.
• Stock Purchase Agreements
48
49. Common Documentation When Dealing With Investors
• Business Loan Agreements/Financing Agreements
Set forth terms of financing with lenders, length of loan, interest rates, conditions, etc
• Personal Guaranty
Executed by startup owners to guarantee repayment of loan from personal assets in
event of default by company
49
50. Common Documentation When Dealing With Investors
• Convertible Notes
Short-term debt that automatically converts into equity upon future events in a
company’s life, such as a later round of financing when a valuation is established;
current practice is to use SAFE Agreements rather than convertible/bridge notes in
early rounds of financing
• Security Agreements
Involved with debt financing: lender is granted a secured interest in company’s
assets, on which it can foreclose and sell in the event the company defaults on its
loan obligations
50
52. About The Faculty
Robert Londin - rlondin@jaspanllp.com
A partner in his firm’s Corporate and Commercial Transactions Group, Mr. Londin counsels
numerous companies in connection with their mergers and acquisitions (both strategic and
financial), financing needs and the execution of their business plans; financial concerns in capital
markets transactions; emerging-growth companies; seed and venture capital clients in connection
with the formation of their investment vehicles and making of their portfolio company investments;
borrowers and lenders in secured financings; and companies and highly compensated executives
in connection with their compensation and separation arrangements. Rob serves as general
counsel to many clients and their senior executives and advisory boards. This general corporate
representation covers day-to-day legal issues as well as strategic planning and business
development extending to acquisition and financing concerns. He also represents technology and
emerging-growth clients in connection with their strategic alliances, technology licensing, mergers
and acquisitions, corporate finance, venture capital, banking transactions and general corporate
needs.
52
53. About The Faculty
Leslee Cohen - LCohen@hershco.com
Leslee Cohen, Principal at Hershman Cohen, concentrates her transactional practice in securities law, corporate
finance and general corporate law. She counsels a variety of entities, from small entrepreneurs and start-up
companies to large established businesses, across many industries from real estate to technology in connection
with private placements of both equity and debt securities, including venture capital, private equity and “friends
and family” investments. Leslee also structures, negotiates and documents significant business transactions,
including mergers and acquisitions, tender offers, joint ventures and other business combinations and financial
transactions. In addition, she handles general corporate matters including commercial contract drafting and
review, stockholder and limited liability company agreements and structuring, business restructurings,
employment and consulting agreements, and equity incentive plans and agreements, on behalf of a diverse
group of clients. Leslee’s practice encompasses Securities and Exchange Commission (SEC) compliance for
microcap public companies and committees of their boards of directors, providing counseling regarding
disclosure and regulatory obligations under the Securities Exchange Act of 1934 and the requirements of the
Sarbanes-Oxley Act, including corporate governance, ethics and executive compensation issues. Leslee also
represents broker-dealers and investment advisors in connection with securities law issues.
53
54. About The Faculty
Richard Claywell - richard@biz-valuation.com
Richard is a practicing Certified Public Accountant, and holds the additional designations of Accredited in Business
Valuation, Accredited Senior Appraiser, Certified Business Appraiser, International Certified Valuation Specialist,
Certified Valuation Analyst, Certified in Merger & Acquisition Advisor, Master Analyst in Financial Forensics, Certified
in Fraud Deterrence, Accredited in Business Appraisal Review. Richard has been valuing closely held companies
since 1985. Richard’s practice is restricted to business valuation, economic damages, profit enhancement and exit
planning. Richard received his Bachelor of Science in Accounting in 1979 from the University of Houston – Clear
Lake. He then received certification as a Public Accountant in 1983. Over the years, Richard has earned additional
accreditations that relate to business valuations, economic damages and fraud. Richard has been an instructor for
the National Association of Certified Valuation Analysts for many years, has been an instructor for the Internal
Revenue Service and the International Association of Consultants Valuators and Analysts (IACVA). Richard is
currently the Director of Education for the IACVA and is responsible for the business valuations materials being
taught in 55 countries. Richard has taught business valuation or economic damage courses in China, Korea, Taiwan.
Richard has performed over 1,000 business valuations since 1985. Richard has testified in Texas County Court,
Texas State Court, Bankruptcy Court and Texas State Courts. Richard has given testimony in economic damages
(lost profits), shareholder disputes, personal injury, wrongful termination and divorce.
54
55. About The Faculty
David Spitulnik - dspitulnik@spitulnikadvisors.com
David Spitulnik is a successful executive with over 40 years of experience in both large
technology companies and in consulting to and leadership of mid-market, closely held and family
owned businesses across a variety of industries. In addition to serving as chair of the Private
Directors Association’s Private and Family Business Center Outreach Committee, David
frequently writes and speaks on a number of topics related to leading, building, maintaining and
strengthening businesses and their governance structures. Drawing from a broad range of
experience in the United States and internationally, David is called upon to coach and mentor
business leaders, to work with companies to develop and implement their long-range plans and to
advise businesses on board creation, structure and effectiveness so that the individual, the board
and the company can maintain powerful forward momentum.
To read more, go to: https://www.financialpoise.com/webinar-faculty/david-spitulnik/
55
56. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
56
57. About Financial Poise
57
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