Business Owners: Build A Corporate Structure That Investors Love! Ok, you’ve decided to go after investment capital but you’re not sure where to start. Here are the basics that you should pay close attention to before putting your company in front of investors.

First and foremost you need to perform an industry analysis that answers the questions pertaining to where you are in the industry and who are your competitors. It doesn’t matter what product or service you offer. You could be selling underwater sock fitting kits and there is a competitor and industry leader somewhere in the world. Don’t be so naive in thinking that there is no competition or that you are at the pinnacle of your industry. Show your audience that you’ve done your research and that you’ve identified the players in your market.

Next get your executive team together and it better be the who’s who in your industry. If you can’t attract the upper echelon of your industry genre then you need to do some serious PR on behalf of your individual executive team to show the public what they are made of. Brand them as the up and coming powerhouse executives in the industry. Publish their articles and knowledge on industry blogs and article submission sites. When a funding source initiates general due diligence you need to shine like a lighthouse in the fog. Each and every executive team member needs to have an image that screams power, success and investor security.

The next thing you need to do is take a serious look at your board of directors. Who is on your board, what is their compensation and is there someone that is a better fit for formulating strategies and alliances than those who are currently populating your director staff.

One of the main reasons that investors turn down companies for funding is because they lack the backup of industry players in connection to strategic alliances. You need to identify and contractually reach out to companies that will enhance your overall business strategy. Your minimum goal should be 10 solid, aged companies that have already branded their names in the marketplace and are willing to add you to their mix of advertising and ongoing strategy and they will expect the same from you. Show investors that it’s not just you treading water in the industrial whirlpool and that you’ve built a life preserver of alliances.

Now you are ready to write a business plan and private placement memorandum that takes all the essential elements above and puts them in two well authored and to the point documents that will make an interesting and informative read for investors who have a track record of investment in your particular industry. If you’ve written your own business plan, toss it. If investors are going to take you seriously you need a professionally written business plan that touches on all the triggers that investors are currently looking for.

Next, it’s best to use the Regulation D, Private Placement Memorandum as the vehicle for staying within SEC guidelines for raising capital and you should use a Direct Public Offering as the process for raising the actual capital. Reaching out to friends, family, industrial counterparts and alliances should be the first place you go for funding. If you are lucky the consultant you hire to assist you with the above processes will have a solid database of investors to assist you in your initial, first round raise via DPO.

Last but not least you should consider, even though it’s not a mandatory requirement for a PPM or DPO, getting an independent audit done on your company to demonstrate an objective analysis of your financial reality so that investors can find their comfort level quicker without a prolonged comments stage.

There you have it. These are the basics to what it takes to achieve equity investment in this current market. Get out there and raise some money!

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It’s outside the nature of the strong willed, motivated IPO consultant, global strategist or structuring consultant to give up and through in the towel but sometimes failure is the only option. When you deal with a company, which will represent most of your clientele, that will follow instructions to get from point A to point B you can help them succeed promptly with little resistance and you can optimize their position with relevant ease if you are truly qualified for the contract that you’ve taken on.

But when you step into an organization that at first is motivated and then because hesitant and fights you on the aspects of your solutions that will help them but they need in depth descriptions and conference calls in order to move on one minute detail of the strategy it’s time to step away. Benchmark your fees so you don’t have to negotiate a refund.

Get a small retainer and set up the remaining fees that are bench marked, success first, then payment. This way the worst that could happen is that the company get’s free services and you walk away leaving the company better off than when you started and they have no angle in which to speak maliciously about you.

If you have a client that brings you on and then fights you for change there is a deeper rooted issue at play. There are psychological elements of insecurity, inferiority, partner disputes, undisclosed debt and other things that are outside of your control so don’t take giving up as failure. Sometimes stepping away is best for the company but only if your billing cycle is as described.

It’s important to leave the company better than it was before your were contracted. Your job as a consultant is about creating value and sometimes creating value is limiting your ability for personal capitalization.

Take it on the chin and move on. There is no shortage of assignments for good consultants in this desolate economic climate.

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There are many ways to use capital without using bank loans, lines of credit and other shady methods like shelf corps and bogus platform scams. If you are truly trying to raise capital for your company here are some simple breakdowns of your options with a quick definition for each one:

 PIPE: Private Investment In Public Equity this is used primarily by mutual funds and private investment firms where they buy discount stock in order to raise capital, there are two types of PIPEs traditional where common and preferred stock is issued at a set cap to raise money for the issuer and a structured pipe issues convertible debt.

 DPO: Direct Public Offering is when you sell equity shares directly to customers, suppliers and employees.

 PPM: Private Placement Memorandum is also known as an offering memorandum takes advantage of Regulation D rule exemptions 504, 505 and 506. This process came into existence with the’33 securities act and popularized in the late’80s, companies can raise money from the public via private placement; there is virtually zero interaction with the SEC after you file form d as long as you stay legal. (most popular form of fund raising).

 IPO: Initial Public Offering: extremely expensive, need SOX 404 audits, must have board of directors, quarterly financial reports to shareholders, report heavily to the SEC and 1 out of every 1000 companies that want an IPO actually qualify. I love participating in these but most companies just can’t qualify for one reason or the other.

 OTCBB: Over the Counter Bulletin Board is an electronic quote system that is the next best thing if you can’t go public via ipo, there is minimal red tape to startups and small businesses and is legitimized by the stringent ongoing reports to the SEC which keeps investor confidence high (these are extremely solid and I suggest this structure to companies when I am hired by their company or legal team as a consultant as a fast, easy way to raise big capital from the public otc)

 Pink Sheet: you can look at pink sheets as the Burger King, while the OTCBB is McDonalds, they are competing otc mechanisms. Pinks sheets are commonly referred to as penny stock and notorious for ‘pump em’ and dump em’ controversies and a lot of crooked people are involved with this platform. This is not a long term process that will allow one’s company to grow, pink sheets companies are typically short lived but it is cheap to set up but not a professional structure that could be upgraded in time to an IPO.

 Reverse Merger: a group funds the filing and creation of a public shell, they then sell that shell to a company that wants to go public, the established company merges it’s entity into the public shell. The sellers retain around 30% equity after they charge an upfront fee of 300k to 1m. 99% of reverse mergers are successful with the merger, but unsuccessful to bring them to trade and the entity basically just fizzles out.

Taking your company public is actually quite simple and inexpensive when you have the right consultant putting the structure together for you. There are countless ways to raise capital quickly and easily. It’s important that you understand your options before you waste time entering into the red tape infested banking system for a loan.

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Global finance is a convergence of polar opposites. It’s a hybrid element that is the result of merging bankruptcy and profitability and the infusion of the ethically inclined and the ethically obscene.

The obtuse minded institutional banking system and the endless motivational depth of the prototypical entrepreneur clash and a give and take, debt and debtor mentality evolves. This evolution results in the crisis of indentured servitude where the banks will give but will take much more.

The entrepreneur is often stranded without the means for economic defense in difficult times and the FDIC backed lender moves in to take assets whose value are derived by number crunchers in a backroom and the bank’s corporate headquarters.

Business owners will often sign their lives away in order to obtain modest loans and lines of credit, the financial equivalent to signing your soul away to the devil in blood. As a globalization consultant I am constantly hearing from small and medium size companies who have proprietary patents and technology and will put them up as collateral for financing.

I must admit, at times its tempting to facilitate a merger between them and an existing client that will result in instantaneous profitability and distribution for my client and the end for this uninformed startup.

If you are an upstart you need to evaluate your options before signing on that dotted line and giving up a pound of flesh. Banks should only be used as a last resort. Venture capital funds should only be considered if all else fails.

Your key to raising capital is to go directly to the public via vehicles such as a Private Placement Memorandum (Regulation D Rule 504, 505 and 506) which will allow you to sell stock in your company in return for capital and the ultimate in maximum capitalization would be to go public on the OTCBB (Over The Counter Bulletin Board), NASDAQ or NYSE. Even the London Exchange or Frankfurt Exchange are better options then institutional lending sources.

Taking your company public, growth through acquisition and merger and solidifying your public position with a hefty amount of corporate publicity and hardcore investor relations, this is what will get you to the next level.

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Going public, the ultimate in the evolution of companies who are seeking access to powerful global finance options for rapid expansion, deepening corporate roots and gaining industry prominence as a true powerhouse and player. The process of going public is technical yet pretty straight forward: business plan, Private Placement Memorandum, Direct Public Offering, Financial Audit, S-1 filing, SEC comments phase, SEC approval, FINRA approval, symbol and then you’re public.

Never price shop for consultants that take companies public and be weary of consultants that will start off a conversation by answering questions geared toward price and giving you quotes without understanding your business first; without the proper information a realistic quote can’t be given anyway.

When you’ve found a consultant that you’re comfortable with you’ll need to get a solid understanding of their full range of services. Of course you’ll want a consulting firm that will handle all of the above for your company but you’ll also need to consider the post IPO services. What happens after you’re public? The reality is, selling off stock in a rapid fashion to raise capital is the last thing you want to do, instead you need to approach your consultant and market maker on how to cross collateralize your securities to raise equity loan capital.

This can be done easily and quickly if you’ve brought on the right group of advisers to expand your company to the global public. When considering the idea of taking your company public it’s important to note that there are many ways to raise capital after you are public without selling off chunks of your company (consult your financial advisers for more information).

Next, when deciding on a consultant they should also have solid investor relationships to assist your company in raising the capital necessary to go public. A true turn-key consultant will have a database of investors seasoned in the process of pre-IPO finance and will often times jump at the chance of investing in the PPM and DPO phase at a discount for companies that are in the process of going public as this almost guarantees that the investor will double or triple their initial investment when the company achieves public status.

Out of the hundreds of consulting firms that offer the ‘take your company public’ service, there are only a dozen or so that actually offer the complete full range of services needed to successfully accomplish public status in a way that maintains investor confidence and corporate longevity. Do your research and find a firm that is well seasoned in the turbulent waters of this industry.

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Private Placement Memorandum authoring and the process of taking one’s company public are services that require extensive experience and the ability to look at a deal objectively and peripherally to evaluate all the angles to enhance the ability of the client to achieve funding in a timely manner.

Many times, when I’m hired to structure a company before funding, they will be under the impression that my evaluation is a mere formality and they are ready to go. Often I’m the bearer of bad news when I have to break it to the client that their company has more holes than Swiss cheese and 30 to 60 days away from starting the fund raising process.

They will often get a second and then third opinion and usually run into the same thing before they eventually find their way back to our firm. As they call around to consulting firms they perpetually experience the ‘hard sell’ by firms who ‘need’ the business because they lack the rewards and referrals that come with cultivating each client relationship because they take on and spit out deals so fast they hardly remember their client’s name during the transaction.

This mentality dominates the larger firms because of their gargantuan overhead while the boutique firms can take a more personal approach because they have a steady flow of business and referrals because they are not stressed about bringing in the next big deal so they can meet payroll and keep their lights on. The smaller companies that focus on turnaround consulting, private placement memorandum authoring, top tier business plan writing and taking companies public usually take a one on one approach to the consulting process and will rarely pressure clients to sign on because their phone is ringing off the hook with previous clients who want to hire them for the next stage in the evolution of their company’s growth.

This business is all about relationships. Ditch the consultant that applies the high pressure sales tactics and seek out the smaller, more personalized groups that don’t ‘need’ your business but will cultivate and value it.

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Your company is growing. Now you are ready to start raising serious capital and you here the public fund raising markets. Here are the basics of your S-1 filing. Know the lingo before you hire a consultant. Because companies must adhere strictly to SEC regulations, initial prospectuses are similar in their organization. Each S-1 generally consists of the following sections:

Front Section — An S-1 contains a small amount of information not available in a prospectus. In this first section, you can quickly find the issuing company’s phone number and get a vague sense of the future offering price.

Cover/Inside Cover — The prospectus cover outlines the general terms of the offering, including names of the underwriters, number of shares offered, and pricing information. The actual share price is absent from a prospectus until the day of the offering.

Prospectus Summary — Here you will find a brief synopsis of the company’s business and history, a modest discussion of the change in capitalization to occur as a result of the offering, and a useful summary of financial information covering the last five years, if available. If you are screening prospectuses for investment ideas, start here.

Risk Factors — After you have read a few prospectuses, you will become familiar with the “usual suspects” in this section, including “Possible Volatility of Stock,” “Limited History of operations,” “Dilution,” and “Dependence on Key Personnel.” Nevertheless, this section is a worthwhile read to be sure that you understand the challenges facing the company’s management. The discussion of competition can be sobering, but it can also provide a means to compare the value of the issuer against the financial performance and market valuation of its competitors.

Taking your company public should be an exciting and revitalizing time. Don’t take unnecessary risks, hire a consulting firm who can streamline this process and deliver the results you’ll need for success!

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I am constantly getting calls from CEOs of public companies whose stock has plummeted to the point of no rebound. When I ask them what promotional or investor relations strategies they have in place to support their per share price goal, there is always silence on the other end of the line. It’s shocking to me that a well pedigreed executive can move up through the corporate ranks from executive to VP and to CEO and not have a clue as to how to run a public company properly.

For executives reading this, you obviously are doing the necessary due diligence required to initiate a strategic plan and keep your volume trading. As a global strategies consultant, typically, by default, I have to take a company public in order for them to meet their growth requirements as designated by their board of directors.

If you are going public on the OTCBB (Over The Counter Bulletin Boards) for example, you’ll want to start general corporate branding pretty heavy when the S1 comments stage is completed. You’ll want to take advantage of viral media such as but not limited to: video, unique article submission, press releases, social and news bookmarking and don’t forget the Linkedin, Myspace, Facebook and Twitter. The collective combination of promotional genres in the above will give you the initial foundation to start your Investor Relations campaign post public.

Keep in mind you want to promote your company in a general fashion as opposed to stepping into a gray area which the SEC would consider outside of securities compliance. Next, about two weeks after your viral crusade has been initiated, phase two would be using traditional tactics for publicity, mainly TV, radio and inter industry periodicals. These promotional mediums should ring with the ‘expert’ theme. You’ll have your publicist solicit the editor, writer, journalist, etc and get you a seat on an expert panel to discuss the hot topics that have to do with your industry. It’s not a company advertisement, it’s better. You are demonstrating your high level of expertise and throughout the gig they are referring to you in name and as the CEO of XYZ Inc.

Now, after your market maker has filed form 211 and FINRA has issued a trading symbol, this is when the real work begins. Don’t hire an investor relations service, hire a full service IR strategies consultant. It may sound like the same thing but believe me, the difference is night and day. A strategist has a massive portfolio of contacts to create your market quick and get your stock trading. You don’t want pump and dump, email/newsletter promoters, if you hire one then you’re a chump and you deserve the failure that you’re sure to experience. You’ll be sucked into the black hole of no return faster than you can say pink sheets (By the way, if you’re going public don’t even waste your time with pink sheets. Serious investors will never buy and hold that Wild West stock).

The basic strategy your consultant will put in place will be a combination of phone room promotion to market makers and investors to announce your stock and give verbal presentations in a non pushy manner (with a phone room you just want to have a friendly voice that gives free information and then tell them to check out the stock and call their broker or you can introduce them to one but don’t hire a boiler room as that’s the kiss of death to any new public entity). Next you want to email announcements to your pre public investor base and industry insiders to get the hype machine going. Get people talking about your stock, potential acquisitions, your new product or service, a new strategic partner you’ve signed with, a new distribution channel, anything, just get them talking about you. You’ll also want to keep your viral and traditional publicity mechanisms in place. Write press releases announcing the above and have your consultant and/or publicist start pushing them to major journals, newspapers and high traffic blogs and websites and always make yourself available for comments and/or questions. With all of your promotional properties you must get in the habit of collecting email addresses and contact info and on a weekly basis a chunk of your advertising budget must go toward snail-mail post card promotion, phone call meet and greets and email updates.

The above is a very basic intro or Investor Relations 101 to help you start putting a strategy together or at the very least it will help you interview investor relations strategies consultants in an intelligent and informed manner.

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IPOs and Taking Your Company Public: Why Do Public Companies Fail? There are a few things that one needs to consider when strategizing to take a business public on a major exchange: corporate structure, the speed and efficiency at which the IPO is facilitated, the market creation post public with corporate publicity strategies and investor relations, relationships to secure ongoing financing and finally strategic growth through acquisition.

The corporate structure is the foundation to the company which includes a strong ‘C’ level leadership boasting a pedigree of steeped experience and professional track record.

The board of directors must be seasoned and solid composed of industry specialists in the finance, advisory, legal and distribution sectors of the industry and finally the corporations strategic alliances must be in place and strong to pad the business model and help the company grow.

The speed at which the company achieves a trading symbol is important not only to the company but the seed capital investors who want a rapid turnaround on their investment. The audit, SEC filing, 15c11 and FINRA approval need to be orchestrated by experts to complete this task in a timely manner or this process can crush your company as opposed to enhancing it.

Now that you have your trading symbol you need to create the market. Don’t count on your market maker or broker dealer to do this as they are simply a vessel to complete trades and vouch for your company on the securities level. You need powerful investor relations (IR) and corporate publicity. You should also consider publicity strategies for your ‘C’ level executives to brand them as industry experts to add legitimacy and strength to your presence and market position.

Don’t forget PIPES and other post public securities monetization solutions. These companies can offer a lifeline if you’re company is seeking expansion or acquisition capital. Make sure you get references! The last thing you want is a PIPE firm that gives you a 60% LTV (or less) against your stock and then crucifies your company by dumping the stock, ouch!

If your company is in the correct phase of evolution, growing and ready for that next level, think: OTCBB. It’s fast and relatively affordable and if you’re corporate strategies are in place you could rake in some serious capital fast for your corporate expansion.

Find out how to globalize your business or You’re your Company Public , Find out how to Structure Your Company to grow fast and raise capital

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Selling Shareholder Offering: The Key To Raising Fast Capital For Pre-Public Companies. As a consultant who has taken many companies public on the OTCBB (Over The Counter Bulletin Boards), consulted on even more and turned around and structured more companies I can even count, there are a few common threads inherent in all of them.

Most of the companies pursuing capital from angel investors, private investors, private equity firms or small groups of professionals looking for a quick in and out situation with rapid capitalization did three things that made all the difference in streamlining their raise.

First the executives structured their entity to attract investors which by default strengthened their corporate infrastructure. Now they are proposing investment opportunities from more of a position of strength.

Second they chose a team (in these cases they chose our consulting firm) with a proven track record of success with organizing companies for acquisition, merger and taking companies public.

The third element that is common in most successful enterprises which are seeking a first round of seed capital to fund their ‘going public’ ambitions is demonstrating confidence to the investor with a “selling shareholder offering”. Obviously this last element tests the skill of the consultants going back and forth with the SEC during the comments stage but this demonstrates confidence and organization by the company wishing to raise capital.

A ’selling shareholder offering’ tells the investor (if not purely in the initial documents then in the phone conferences leading up the a check being cut) that the company has an organized pre public and post public investor relations strategy, general corporate publicity strategy and a market maker that’s built to last (mostly the former than the later). By offering seed investors the ability for massive profitability by buying your seed shares for fifty cents with a public offering price anticipated at $2.00. What real investor would turn this down?

Offer your seed investors an ‘easy in, quick out’ funding option and watch them swarm to your offering in droves. Let these investors create your float and let your company’s performance and hardcore investor relations take care of the rest!

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