photo credit: B.O.G.D.A.N.Question:

I’m an entrepreneur and have finished my business plan. I’m getting ready to raise $2 million for my startup real estate company – but a friend of mine said I should only talk to accredited investors. I’m not exactly sure what an accredited investor is and I don’t understand why I can’t talk to anybody I want to about investing in my company?

Answer:

The term, accredited investors, has to do with securities laws – both federal and state – and making sure you comply with the very onerous restrictions that go with the fundraising for your start up company. I’ll give you both the short and long answer to what an accredited investor is in a minute. But the first thing you need to know is that if you raising capital from angel (AKA private) investors, you will almost certainly need more than just a business plan. You need what’s known as a Reg D Private Placement Memorandum – PPM – in order to comply with federal and state securities laws.

If you plan on pitching your deal JUST to traditional venture capital, you do not need a PPM. However, well over 95% of start up companies are too small, too embryonic, to hit the threshold funding levels, growth levels and potential market caps to attract VC funding. Hence, over 95% of start up companies will seek their funding from private investors. Hence, over 95% will need a Reg D PPM.

Reg D is a securities law exemption for private placements that allows companies to raise investor funds without all the costly and overwhelmingly onerous legal and accounting requirements of a public offering of stock. To qualify for the Reg D exemption, you have to follow very stringent rules. One is having the PPM. Another is not soliciting the general public (this is a biggie.) Another is only pitching the deal to those investors who can really afford to take the risk and lose their money. Hence, they need to be accredited. It actually gets more complicated in that you can usually offer your deal to up to 35 unaccredited investors with most offerings, depending on how they are structured – but trust me when I say that you are better off sticking with the more sophisticated accredited investors.

If you want more detail on it, check out my web site – there you can see why you want to do this, some of the onerous penalties for not doing this (e.g. possible but not probable jail time), and the full listing of Reg D I got from the SEC. Also, from that same page, you can jump to the definition of an accredited investor.

Bonus: For more on funding documents, business plans, articles, tips and tools for entrepreneurs and start up company CEOs, you’re invited to visit my blog and web sites…and ask your own questions. While there, I invite you to download both a sample comprehensive business plan and a complete Reg D private placement memorandum (PPM) for FREE…

http://www.ShouldYouStartACompanyToday.com <~~~ The Blog + Free Sample Business Plan / PPM / Audio / More…

http://www.Virtual-Exec.com <~~~ Virtual Executive Mentoring and Consulting Services

Robert Lee Goodman, MBA, Ceo & Chief Dragon Slayer.

photo credit: apesphere

Acquisition/Investment in Indian Companies by Foreign & Domestic Investors – Six Steps Mantra

Joint ventures, strategic alliances and acquisitions are the flavor of the day that enable fast growth focused companies to have rapid inorganic growth and expansion in new sectors. However, prior to engaging in a joint venture relationship or acquisition of an operating Indian company (“Investee company”), either by way of private placement, or secondary market, or subscription of substantial equity share capital, it is advisable for the Investor to carefully and stringently undertake the following six step mantra to avoid future surprises and heartburns:

(i) Due Diligence/Operations Audit: Extensive legal and financial due diligence of the Investee company is advisable to assess Investee company’s track record in compliance with Indian laws, statutory obligations and regulations applicable to it. The due diligence exercise (which usually takes between three (3) to four (4) weeks depending on availability of documents) not only enables the Investor to assess potential liabilities, evaluate unknown and potential, disclosed or undisclosed liabilities but also enables the Investor to assess the feasibility and viability of the proposed acquisition and rationalize enterprise valuation. If required, Investor can demand creation of an escrow account for safe deposit of a part of the acquisition cost, parked for an agreed period to mitigate against any future liabilities of the Investee company.

(ii) Resolution of Preliminary Issues: Preliminary issues, if any, arising pursuant to the conduct of the Due Diligence exercise would need to be resolved and a decision taken whether or not to proceed with the acquisition. For example, whether a change of control would affect the ability of the Investee company to carry on its business operations under the current regulatory framework and the approvals and licenses required. Unresolved issues that are not fatal to the acquisition may be identified and negotiated.

(iii) Regulatory/Pricing/Tax Issues: Identification of regulatory and tax issues that may impact the transaction is critical. In case the Investor is a non-resident, foreign direct investment (“FDI”) guidelines will also need to be assessed.

FDI either by way of acquisition/transfer of issued equity capital or fresh subscription to the equity capital of Investee company in most sectors is presently unregulated and most sectors barring a few do not require the FDI approval from the Foreign Investment Promotion Board. However, the price at which the transfer takes place will need to conform to the pricing guidelines prescribed by the Reserve Bank of India (“RBI”), i.e., the fair valuation of shares have been done by a chartered accountant as per the prescribed guidelines; and the price per share arrived at has been certified by a chartered accountant. The share consideration in respect of the shares purchased by Investor will need to be remitted to India through the banks authorized to deal in foreign exchange.

In case of transfer of shares to the Investor the transaction would be subject to levy of stamp duty ranging from 0.25% to 0.75% of the value of the shares transferred and payable in accordance with the applicable rates prescribed by the respective State where is the Investee company is registered. The transferor usually bears the stamp duty for the transfer of shares in the absence of a contract to the contrary. Alternatively, Investor can consider to subscribe to the equity share capital of the Investee Company by way of preferential allotment and avoid the stamp duty payable on transfer of shares.

Capital gains arising from transfer of shares (in the event of an acquisition instead of an issue of fresh equity) would attract tax in the hands of the seller, i.e., the existing shareholder of the Investee Company.

(iv) Contract Documentation Preparation: Upon successful resolution of preliminary issues and an affirmative decision to proceed with the acquisition, parties would need to identify and prepare commercial documentation to record their understanding of the transaction and the manner in which such transactions would be closed.

(v) Closing: A reasonable time frame is agreed within which the share acquisition would be consummated. If Closing is delayed, parties may consider to put documents/consideration money in an escrow pending resolution and satisfaction of the closing conditions.

(vi) Post Acquisition Compliances: This would usually include corporate compliances such registration of the share transfer in the statutory books of Investee Company and intimation of change of control that may be required pursuant to any regulatory approvals and licenses already obtained. For instance, Investee Company will need to inform Registrar of Companies and the RBI about the change in the equity structure of the company.

The risk of acquiring an existing operating company with its past baggage of liabilities versus setting up a new company is a critical question that most Investors face. Needless to say, the cumbersome process of setting up a new company, obtaining necessary authorizations from regulatory authorities for establishing an Indian company and growing a new business is always challenging. It is for this reason that mergers and acquisitions are not only common but the preferred way for expansion and growth in the today’s fast growing economies.

Areas of Practice:

Infrastructure, Telecommunications, Power, Mergers/Acquisition, Software/Information Technology, Business Process Outsourcing, Media & Entertainment, Private Equity and Venture Capital, General Corporate and Commercial, International Arbitration.

Professional Summary:

Seema Jhingan’s practice spans over fourteen years during which she has acquired substantial expertise in representing developers, sponsors/lenders, venture capital investors, international corporations, financial institutions, and other strategic investors involved in the establishment, development and financing of major infrastructure and IT projects in India.

Seema is a Partner with a Delhi Based Law Firm LexCounsel Law Offices and regularly contributes to journals and publications and often takes up speaking engagements. Seema can be reached at sjhingan@lexcounsel.in

photo credit: A. www.viajar24h.com

You’ll almost certainly need to raise money to start up your company, unless you already have sufficient capital yourself. The typical costs of starting up are in obtaining premises, manufacturing your product if you have one, buying materials, stock or equipment, marketing and fees for external consultancy such as legal help, accountancy etc. Then when you’re off the ground, you’ll need working capital to keep you afloat in the gaps between paying your own invoices and receiving payment from customer invoices.

Again, your business plan is essential at this stage of setting up your business. In it you will already have scoped out what your money needs are and how you plan to raise the capital, and you’ll be using it to persuade potential investors and lenders of the benefits of funding your company. Your financial calculations in your business plan therefore need to be thorough and accurate and presented with confidence.

Everyone expects that they’ll be able to stick to their plans and only need to borrow the absolute minimum, but more often than not something unexpected crops up to throw a spanner in the works. It therefore makes good business sense to include a contingency element in the amount you request. It’s better to do that now and have the extra cash as a safeguard than it is to have to return to your lender or investor not far down the line to ask for more money. If it wasn’t in the original plan they are likely to be concerned about your financial ability and your request may be rejected.

How much money should you request? This question worries all start-up business owners. You want to make sure you have enough to keep you going without struggling, but how much will your investors or lenders be prepared to give? Most experts would advise that you should pitch somewhere in the middle – don’t leave yourself short by requesting the minimum, but at the same time don’t be greedy (and lazy) in asking for too much. You want to keep costs to a minimum and invest your money wisely in your company, while still having the security of a little extra for backup if required. What you borrow should give you a realistic challenge for your business but should not be too risky. And back up your calculation with evidence in your business plan – it has to be credible.

People raise money for their company in many different ways, not always from professional business investors or high street banks. How you raise your capital will depend on your business needs and your own circumstances. Here’s some information on various different sources of funding.

Your own money – if you have enough cash to spare, putting up your own money for the business means you don’t have to be in debt to anyone. It will also give you full freedom over the running of your company as you won’t be responsible to any other interested parties. On the other hand, you’re risking a lot personally by investing your own cash and you could lose it all – and not just your business, but perhaps also your home if you obtained the money by taking out a secured loan or increased your mortgage, for example. You should also be aware that personal borrowing rates often have much higher interest repayment rates than business deals.

People you know – if they have anything to spare, family and friends are often more willing to give you cash than external lenders or investors. Again, though, there is a high level of personal risk, both for your family or friends who could lose money, and for you – it can cause relationship tensions. If you do take money from family or friends, treat it as a formal business arrangement as you would with external funding and agree clear terms and conditions. You want to protect both your interests and ensure that there are no misunderstandings.

The bank – high street lenders usually have a variety of different packages and there’s usually something to meet everyone’s requirements. You’ll have to do a sales pitch to get your money though, and depending on financial circumstances you might also be required to find a guarantor or provide some sort of security. Don’t just go to your own bank – look around for a good deal and do your pitch to various lenders. If nothing else, it will give you good practice! If you think you might have more of a chance of obtaining money from your own bank where you already have a strong relationship and good financial history, then don’t put it first on your list of visits – present your case to a few different lenders first to hone your presentation and persuasion skills to a tee!

Even if you can’t find a lender to give you money, there is a government programme that may be able to help. The Department of Trade and Industry offers a Small Firms Loan Guarantee, in which it offers three quarters of the borrowing amount to the lender as a security guarantee. In return, you must pay an annual fee (which will be a small percentage of the remaining loan amount) to the Department of Trade and Industry. Up to quarter of a million pounds can be borrowed over a maximum 10-year period.

Outside investors – often referred to as ‘business angels’, private investors are rich professionals, often successful entrepreneurs themselves, who are able to offer a great deal of capital in return for an expected large profit and dividends when the company starts to make money. The advantage of obtaining finance from an investor rather than a lender is that they will not expect any financial returns until your business is turning a profit. Also, as successful business owners themselves, they can be a valuable source of advice to guide you in the right direction with your company. A combination of investment and lending might be a good option. Your business will seem a much more attractive and secure prospect to lenders if you already have a sum of capital to back it up. Investors will no doubt have a level of influence and decision-making power in your company, though. Most will want to be kept informed of what is going on – they will want to protect and develop their investment, of course, so you will have a responsibility to them. Also, when you start to turn a profit, it will be divided among everyone who has invested so you won’t get the full whack. Finally, you’ll need to put forward a very good business case to attract an investor – these are very wise, shrewd and experienced entrepreneurs.

Government schemes – there’s a whole raft of options available to small business owners from the government and local authorities in the form of low-cost loans and grants – in fact far too many to mention here. Your local business enterprise centre, chamber of commerce or local council will be able to advise on what options are available for your type of business. The loans are usually offered at very reasonable rates and grants are of course non-repayable (although competition can be tough). Such incentives are often given to certain types of businesses in certain industries located in certain areas, particularly in areas that are being regenerated and in fields such as science, research or engineering.

In conclusion, the key message is that however you get the money you need for your business, you’ll need a very strong business plan – and you’ll need to practise your skills of presenting to ensure you make a good impression and a convincing case.

The presentation of the document itself is also important. Keep it clean, crisp and sharp. Use a business-like typeface, use colours sparingly and use spreadsheets to create neat graphics. Have someone else look over it for you when it’s done to check for mistakes. Print it on good paper and hold it together in a presentation folder or comb binding.

Don’t just plan to read out your business plan – people can do that for themselves. Turn it into a slick presentation with a strong argument for your case. Write down what you want to say and rehearse it several times – in front of a mirror at first and then to family or friends. Confidence is key and this will come with practice. Ensure that you know the details of your plan inside out, including the figures. You don’t want the facts to trip you up. It’s also a good idea to consider what questions investors or lenders might ask and how you can answer them confidently and convincingly.

Author: Benedict Rohan
Website: http://www.mortgagenation.co.uk
Benedict Rohan works as a freelance finance writer. Commercial Mortgage, Homeowner Loans, Remortgages

photo credit: eyeliam

Recession is often defined as a state of the economy when the gross domestic product is very low. There is a need for income earners to be able to tell the difference between recession and expansion by watching the levels of their personal incomes. Some widely-embraced market indicators are very deceiving.

Sometimes you need to look no further than the trend of your own incomes as a business owner or even an employed person. Recession needs to be differentiated from expansion for the right business decisions to be made.

Personal income as well as the level of employment tells a lot about what is going on in the wider market scene. This is because when most of the members of an economy are not making a lot of money, there is less demand for goods and services. The industrial response is by reduction of the quantities produced. This forces the industries to lay off workers.

Since the workers no longer have the purchasing power, supermarkets and the wider retail sector also lays off workers since business has literally come to a standstill. These are signs of an economic recession.

The government may come in and try to stimulate growth. This may create a false impression of expansion while the real trend is headed further down. By watching your incomes, you can tell when real expansion is on the way and when are experiencing a short break from recession.

The real trick is determining whether these indicators are leading you to the conclusion or they are just coincidental. When the income level indicator becomes coincidental, this means that things change immediately some few theoretical facts are changed. Coincidental information is useful in confirming the state of the economy but does not give predictions about the future direction of the economy.

The implications of this to income earners and investors in general are very far-reaching. What matters is the income you generate whether you do it in the middle of a recession or at the height of the boom. How you do this is the greatest problem to many people. After you have read your income levels what you do with the knowledge will be shaped by the kind of investor you are. For instance, if you are not a risk taker, you may not have right to answers to your investment(s).

Bear in mind that recession does not take away business ideas and opportunities. It forces you to think in a way you are not used to. Once you adjust, it will be business as usual and might even bring out the best of you.

As an example, a bear market creates new ways to make money. Just change the rules of the game to reflect the prevailing realities. If your incomes can allow it, sell your stocks and take advantage of the markets which are falling. To avoid the pitfalls of this approach, make sure you consult experienced investors.

Alternatively, learn to view those falling stock prices not as a sign of failure in the whole market, but as poor bargains that need to be negotiated afresh.

If you need money now, like I mean in the next hour, try what I did. I am making more money now than in my old business and you can too, read the amazing, true story, in the link below. When I joined I was skeptical for just ten seconds before I realized what this was. I was smiling from ear to ear and you will too.

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photo credit: A. www.viajar24h.comThe number one issue on the plate for nearly everyone is the economic meltdown that occurred in 2008 and is carrying through to 2009. Although we here bad news in the media, most don’t describe the really ugly things occurring.

The Banks

2008 was a bad year for banks. Given what you hear on the news, most of us would think things were calming down. They are not. If anything, they are worse. For instance, are you area that regional banks are failing at a rate of more than one a week? How about the fact the federal government cranked $165 billion dollars into the 8 biggest American banks, but they still lost $418 billion in value? The latest estimates place the total capitalization of all banks in the US at 1.8 trillion dollars. That’s not bad until you realize the latest estimate of bad debt in the industry is 3.6 trillion dollars.

The facts spell out a fairly predictable path for banks in the coming months. The entire system appears to be insolvent. The federal government is the only entity with any money. It can’t let the banking system fail. The obvious choice is to nationalize the banks, close those that can’t be saved, recapitalize those that can and then launch the banks again as private entities traded on the stock markets. Taxpayers will take a bath, but there appears to be no other choice at this point.

Trade Protection Wars

The United States is the great consumer nation. By consuming like mad, we drive the world economy. Well, there is one problem. We are no longer consuming. Americans are worried and holding on to every penny they have. The cut back in spending is killing companies in the United States and causing massive job losses. The same is occurring overseas for China and other countries that import to the United States.

When a cycle like this starts occurring – reduced spending, job losses, more spending reductions – one thing always happens – protectionism. “We need jobs! Why should we be shipping jobs to India? China?” If you thought the immigration debate got people riled up, wait till this movement gets moving. If politicians fall in line with this way of thinking, then we can expect trade wars to break out.

The Good News

Unfortunately, there is a dearth of good news at the moment. Still, there are some hints that things are beginning to bottom out. Housing sales were up in December 2008. Financial gurus were surprised by this, but should not be. It was inevitable. The increase in sales signified a collective view that the bottom of the market has either been hit or is getting very close. How do we know this? Most of the buyers are investors. They are in the business of making money on property. When they start moving into the market, it is a signal that demand is going to increase. Is it a sign of a massive turn around? No, but it is a sign things may be stabilizing.

As predicted by many, 2009 is shaping up to be a rough year. If you are in financial straights or worried, it is a time to live frugally. 2010 should see a rebound, so getting there in as good a shape as possible should be your goal.

Stephen Teak writes about economic news for FactoringCompanyInformation.com – find a factoring company that will solve your small business cash flow problems with small business factoring.

photo credit: A. www.viajar24h.com

If you are an inventor or an entrepreneur, obtaining venture capital funding is most likely a major concern for you and your business. During the dot com boom, venture capitalists were fueling the growth, research, and ventures of many new companies. Now that the dot com boom has cooled, those worried about obtaining venture capital for business startup may have a more difficult time securing funding for their budding business.

Venture capital money can come in many different forms. There are actually companies that specialize in researching new companies to invest in, in order to earn a modest return on their investors money. These companies receive thousands of requests for funding monthly and may decide to fund one to two small start-ups a month. Some venture capital companies specialize in specific projects such as real estate or a technology based company. Many large, corporate construction projects are funded via some sort of venture capital agreement.

Another way to obtain venture capital for a business start up is through angel investors. An angel investor can be an individual or a group of investors that gather in order to decide which businesses have the most likely hood of succeeding. Once a business has been selected, the paperwork is drafted for the loan agreement and the business start up is funded by the individual or group angel investors. This method of obtaining venture capital for business startup may also be called hard money or hard money lending.

Recently, obtaining venture capital for business startup has come to reality television. The reality show focused on inventors that had developed a product for introduction to the retail market. The investor was coached and given seed money in order to fully develop their product. This competition played out over several months on reality television with a winner being chosen at the end. The winner was chose based upon how the judges rated the potential retail market success of the inventors product. This reality show was a neat little twist to the venture capital process.

If all of this has you a bit concerned or confused about obtaining venture capital for business startup, there is a bit of good news. The good news is that there is still capital available. If you have a solid business plan or product that you are seeking funding for, your chances are relatively high of getting the funding that you need. Venture capitalists may not be throwing money around like they once were but there is still money available for those that are deemed fit via a solid business plan.

Author: Rebecca Game is a 30 year entrepreneur and owner of Digital-Women.com®, an online networking community for women in business. Visit: Digital Women- Loans for Women