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

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: teresawer

There has been a recent wave of websites and TV shows about people starting their own business and following that path from bright idea and individual entrepreneur to small business start-up and then potentially to multinational, depending on the product or service. But what kind of audience are they broadcasting to? Well, it turns out a lot of us Brits want to start up our own small business. According to Business Link, over 10 million of us would like to start up our own business at some point.

So the encouragement is there and let’s face it, a lot of us like to be the boss. However, the whole process is easier said than done. The people who took part in the survey were asked what the main obstacle to starting up their own company was. Many cited financial concerns, be it the current UK financial climate or perhaps their own overdrafts, mortgages and debts. How would they cope if they started, but couldn’t generate enough initial funding to keep it going? After all, they’ve got the idea, the business plan, the desire, and maybe even a few colleagues. But how do they find the right people?

Well, for most of us non-millionaires, the main thing we need to do is to generate capital for the business. Since start-up companies have no established brand name and no financial records, loans are pretty much impossible. This means the entrepreneur needs to look at other ways of finding potential investment. This can be done via venture capital funding, courtesy of private investors that can run the business with you (basing their funding terms on how your business performs in the early stages of investment) or with business angels, also known as angel investors, who are usually individuals or groups of people that provide the investment in exchange for partial ownership of your company.

Where can we find these people? Well, several websites have made that gap a lot smaller. Sites like the Angel Investment Network allow UK entrepreneurs to post ideas for start-up businesses, along with details such as which market sector (be it within the UK or globally), industry niche, and what sort of investment you are looking for. The network also allows angel investors (both in the UK and abroad) to browse through entrepreneurs’ proposals based on their own investment criteria and interests. Business partnerships and new start-up companies are evolving on a daily basis, and the Angel Investment Network database now has over 60,000 members.

Mike Lebus works with UK entrepreneurs seeking investments, via the Angel Investment Network, which has since expanded into a worldwide network of websites that help entrepreneurs connect to angel investor groups around the world.

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.

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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

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Residing in a far corner of the financing panoply is a financing vehicle known as venture lending. This form of financing is used by start-ups supported by venture capitalists as a means of funding working capital and equipment acquisitions. A less expensive form of financing than venture capital, start-ups use these loans to extend the runway between equity rounds and to avoid ownership dilution.

Venture lending is in the midst of a strong rebound that started in 2003. This segment is recovering from a sharp decline that followed the bursting of the ‘New Economy’ bubble earlier in the decade. During the late 1990s, prior to the bubble burst, equity investments in start-ups topped $100 billion. That staggering amount of investment stoked unprecedented growth in debt transactions to start-ups, which reached almost $ 5 billion during the same period. The technology meltdown and economic slowdown that followed caused start-up lending to contract to around $836 million by 2003. By 2006, as the market steadily improved, loans to start-ups recovered to around $ 2.5 billion.

Although venture lending is rebounding, it appears as vulnerable today as it did at the beginning of the decade. Earlier in the decade, a confluence of factors sent shock waves through the start-up lending segment. Rising failures and delinquencies by start-ups, a slowing economy, a contraction in venture capital investing, overaggressive lending practices and questionable lender business models sparked widespread faltering in this lending segment. Publicly-held venture lenders like LINC Capital and later Comdisco, that embraced this segments higher yields, rapid growth rate and favorable perception on Wall Street, were slammed by investors. Ultimately, these companies foundered as their losses mounted, they violated their credit agreements, and they were cut off from essential equity and debt capital sources.

Similarly, large diversified finance companies with start-up loan portfolios reeled from mounting portfolio losses. Venture lending groups within Transamerica, DVI and GATX eventually folded or were jettisoned as a result of the turmoil. Smaller, private lenders were largely closed off from new funding to support their venture transactions, forcing many of them to abandon lending to start-ups or to liquidate their portfolios. The few lenders and leasing companies that remained gravitated to more stable segments of the market. Many curbed their volume dramatically by focusing on smaller, better collateralized transactions.

Banks and investors that supported venture lenders also reeled from the fallout. As several lenders either collapsed or faltered, the banks and investors that financed these companies realized huge losses. As a result, many lenders and investors began to shun start-up lenders and other risky transactions.

Today, havoc in the sub-prime lending market and a possible economic slowdown threaten to derail venture lending. Some of the same lenders and investors who participate in the high-risk end of the securitized mortgage arena also participate directly or indirectly in financing these lenders. These financing sources are now running scared.

Lastly, most lenders to start-ups rely heavily on their borrowers receiving multiple equity rounds to achieve loan repayment. During the technology meltdown of 1999-2002, many venture capitalists focused almost exclusively on supporting the most promising companies in their portfolios. The weaker portfolio companies were subjected to a Dr. Kevorkian-style triage process that saw many of them abandoned. As a result, many of these start-ups starved from the lack of capital and failed. If this process is repeated, assuming there is an economic slowdown, it could spell big trouble for venture lenders.

Will venture lending become an unwilling victim of the sub-prime debacle — one of the minor rail cars dragged by the sub-prime locomotive over the proverbial cliff? Only time will tell. Much will depend on the performance of the economy during 2008 and on the responses of the banks, institutional investors, start-ups, venture capitalists and the lenders who participate in the start-up market.

George Parker is a twenty-five year industry leader, co-founder and Executive Vice President of Leasing Technologies International, Inc. (“LTI”). He is author of several articles and e-books, including “Using Venture Leasing As A Competitive Weapon” and “101 Equipment Leasing Tips”.

LTI provides superior financing solutions to emerging growth companies and venture capital-backed start-ups. Visit http://www.ltileasing.com/ to learn how LTI’s innovative equipment financing can help you get a jump on competitors