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When we pursue our transaction, how do we negotiate, and what do we look for in contracts with securities counsel, auditors, commercial printers, financial modeling firms', anti trust counsel, Investment Bankers, and with other necessary project professionals? When should I utilize an Investment Banker vs. Venture Capital? How do I get the attention of a Venture Capitalist? How do we go public? What are the advantages, disadvantages, and costs? What Investment Bank is most qualified to execute my transaction? What is a Bake Off? How much equity will I have to relinquish to a Venture Capitalist? When can I use a Commercial Banker instead of an Investment Banker? What are the costs associated with raising public capital vs private capital? When is private capital a good idea? How much control will we have if we utilize public capital markets (i.e. IPO)? Will our jobs be in jeopardy? How can we work with other companies in our field to enhance mutual value while protecting our individual interests? What is the significance of a Section 351 Transfer? Are there legal restrictions on what we can say and who we can talk to if our Company decides to utilize public capital? What should we tell our employees? How do we know what project professionals to use and when to use them? What are the typical stock restrictions and what are their significance to us? How do we handle public reporting requirements? Which exchange should we use if we go public? Can we use more than one exchange? When should we utilize stretch financing? What is a tuck in? Should we utilize an acquisiton strategy? Should we convey some portion of our company to our family or close associates…now, later, or not at all? How much is our company worth in a private sale? How much is our company worth if we go public? How will a Venture Capitalist value my company? Do we need to address labor union issues? What will happen to our corporate charter? What are rule 144 leakage provisions? What happens to our existing contracts? Can any of our in house, or local, professionals help with this transaction? What are the applicable audit requirements? When are PPM's required? What are applicable SAB's? What is a Bake Off? What is a green shoe, and what are our options regarding same? What is a bedbug letter? What is a red herring? What is the yellow jacket? What is float? What is overhang? What are block trade agreement advantages? What is a poison pill? What is gun jumping? Are "Poof" IPO's still viable? What is registered stock? What are Rule 144 Leakage Provisions? What are typical LBO terms? When is a consolidation required? When is a combination appropriate? How do we structure a viable combination? What is the significance of the accounting acquirerer? What are the ramifications of an ESOP? What are the "best efforts" vs. "firm commitment" underwriter ramifications? When are merger agreements required? How do we deal with analysts? Can my accounting firm handle required audit work? What are accounting reviews and when are they used? Should I make an acquistion before an IPO? What is High Yield Debt and when is it used? What are bond rating procedures and costs? What are classified boards? What are 10K's 10Q's, and MD&A's? What is the new company discount? How do l blue-sky laws affect stock transfers to non-accredited investors prior to my transaction? What is a secondary registration? |
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