Gone are the days when venture capital groups poured millions into every “next big thing.” Competition is fierce, and only the most viable businesses—and expert fundraising—will reap the capital necessary to drive continuous growth.
Packed with tools for building business plans, preparing loan proposals, drafting offering materials, and more, Raising Capital covers every phase of the growth cycle and helps readers navigate the murky waters of capital formation. Containing checklists, charts, and sample forms, the third edition provides insights on the latest trends in the domestic and global capital markets, an overview of recent developments in federal and state securities laws, and strategies for borrowing money from commercial banks in today’s credit-tightened markets.
Whether one’s business is a fledgling start-up, a rapid growth company, or a more established organization, this insider’s guide offers readers the strategies they need to take their business to the next level.
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ANDREW J. SHERMAN is a partner in the Washington, D.C., office of Jones Day and an internationally recognized authority on the legal and strategic issues of emerging and established companies. A top-rated adjunct professor in the MBA and Executive MBA programs at the University of Maryland and Georgetown University Law School, he is the author of Harvesting Intangible Assets, Franchising and Licensing, and Mergers & Acquisitions from A to Z .
Contents
Chapter 1: Capital Formation Strategies and Trends
Understanding the Natural Tension Between
Investor and Entrepreneur 4
Understanding the Private Equity Markets 6
Understanding the Different Types of Investors 6
Understanding the Different Sources of Capital 8
Common Mistakes Entrepreneurs Make in the
Search for Capital 12
How Much Money Do You Really Need? 13
Consider Staged Investment 13
Capital-Formation Strategies 14
The Due Diligence Process 16
Key Best Practices Affecting Capital Formation
in the New Millennium 19
Are You Really, Really Ready to Raise Capital? 21
Chapter 2: Selecting the Best Legal Structure for Growth
Proprietorship 26
Partnership 27
Corporation 28
Limited Liability Company 33
Evaluating Your Selected Legal Structure 36
Establishing Effective Boards of Directors and
Advisory Boards 42
Chapter 3: The Role Your Business Plan Plays
The Mechanics of Preparing a Business Plan 52
Some Final Thoughts on Business Planning 63
Chapter 4: Start-Up Financing
Financing the Business with Your Own Resources 70
Heaven on Earth—Finding an Angel Investor 72
Other Sources of Seed and Early-Stage Capital 85
Additional Resources 99
Chapter 5: The Art and Science of Bootstrapping
Twelve Proven Bootstrapping Techniques and
Strategies 104
Bootstrapping: The Dark Side 112
Chapter 6: Private Placements
Federal Securities Laws Applicable to Private
Placements 116
State Securities Laws Applicable to Private
Placements 119
Preparing the Private Placement Memorandum 120
Subscription Materials 124
Compliance Issues 125
Accepting Subscriptions 126
Changing or Updating the PPM Before
Completion of the Offering 126
After the Closing 127
The Rise of Secondary-Market Private
Placements and the Story of SecondMarket 127
Practical Tips for Ensuring a Successful PPM
Offering 129
Chapter 7: Commercial Lending
The Basics of Commercial Lending 134
Preparing for Debt Financing 136
Understanding the Legal Documents 146
Periodic Assessment of Banking Relationships 148
Chapter 8: Leasing, Factoring, and Government Programs
Leasing 152
Factoring 157
SBA Programs 164
Chapter 9: Venture Capital
Venture Capital Investing Trends 178
Primary Types of Venture Capitalists 180
Preparing to Meet with Venture Capitalists 182
Central Components of the Venture Capitalist’s
Investment Decision 189
Due Diligence Is a Two-Way Street 192
Balancing Your Needs and the Venture
Capitalist’s Wants 193
Understanding the Venture Capitalist’s Decision
Process 194
Chapter 10: Anatomy of a Venture Capital Transaction
Evolution of Venture Capital Deal Terms 198
Negotiating and Structuring the Deal 198
Aligning Business-Plan Analysis and Investor
Concerns with Term Sheet Provisions 201
Understanding the Legal Documents 203
Getting Ready for the Next Round 207
2002 and 2003: The “Down-Round” Dilemma 207
The Pre- and Post-2010 Market: The Big Chill
and the Slow Thaw 209
Chapter 11: Preparing for an Initial Public Offering
Recent History 212
The Present and Future 212
Advantages and Disadvantages of an IPO 215
The Hidden Legal Costs 220
Preparing for the Underwriter’s Due Diligence 222
Selecting an Underwriter 226
Selecting an Exchange 231
Alternatives to Using a Traditional IPO 236
Chapter 12: The Mechanics of an Initial Public Offering
An Overview of the Registration Process 242
The Registration Statement 248
The Road Show 256
The Waiting Period 257
Valuation and Pricing 258
The Closing and Beyond 259
Ongoing Reporting and Disclosure Requirements 259
Resources on IPOs and the Public Securities
Markets 265
Chapter 13: Franchising, Joint Ventures, Co-Branding and
Licensing
Business-Format Franchising 270
Joint Ventures 281
Co-Branding 285
Licensing 290
Chapter 14: Mergers and Acquisitions
Current Trends Affecting Mergers and Acquisitions
in a Turbulent Environment 301
Develop an Acquisition Plan 303
Analyzing Target Companies 307
Selecting the Target Company 308
Conducting Due Diligence 310
Valuation, Pricing, and Sources of Acquisition
Financing 313
Financing the Acquisition 314
Structuring the Deal 315
Preparing the Defi nitive Legal Documents 317
Postclosing Matters 320
Chapter 15 Capital-Formation and Business Growth Resources
Directory
Federal Agencies 332
Business Growth Resources on the Web 334
Internet Resources to Learn More About Private
Placements, Angel Investors, Venture Capital
Networks, Accelerator Programs, and Other
Alternative Sources of Funding 337
International Finance Institutions on the Web 340
Guidebooks, Publications, and Networks
(Including Computer Software) 341
High-Tech Exporting Assistance 342
Appendix 343
Index 431
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