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Essentials of Corporate and Capital Formation
by David H. Fater
A simple and effective guide to the mechanics of finance and corporate structure
Corporate structure and finance has become complicated in today's times and even more so by the current market turbulence. Essentials of Corporate and Capital Formation enables you to decide on the appropriate structure by which to form a business, identifies capital raising alternatives, and supplies sample documents to comply with applicable state and federal securities laws.
Explains ways to form a business and finance it
Reveals how to avoid securities laws pitfalls
Practical terms and examples of the necessary mechanics of finance and corporate structure
Helps analyze the decision to "go public" and provides pointers on operating a public company
With coverage of private equity, public markets, mezzanine debt, common stock, debt vs. equity, and much more,
Essentials of Corporate and Capital Formation shows entrepreneurs and business managers how to identify the ways to structure a business entity and raise the necessary capital in the appropriate form with a minimum of disruption and assistance from outside advisors.
DAVID H. FATER is the founder and CEO of ALDA & Associates International, Inc., a business and financial consulting company specializing in providing assistance to companies related to financing, strategic planning, restructurings, mergers and acquisitions, and operations. In addition, he is the Chairman, President, and CEO of Vicor Technologies, Inc., a public medical diagnostics company, where he is responsible for overseeing the planning, direction, finance and management of the company including research and development, clinical trial activities, and business and product development.
TABLE OF CONTENTS:
About the Web Site.
1 Corporate Structure.
Limited Liability Companies.
2 Initial Capital Formation.
Other Forms of Straight Debt.
Mezzanine or Hybrid Debt.
Convertible Preferred Stock.
Mandatory Redeemable Preferred Stock.
3 Finding the Capital.
Are There Really Angels in Heaven?
Regulation 506 D: Areas of Opportunity and Uncertainty.
Placement Agents and Finders.
5 Public Markets: Are They Right For You?
What It Means to Become a Public Company.
Benefits and Opportunities.
Decision to Go Public.
6 Entering the Public Markets Conventionally.
Formal Process: Underwriting.
Who Gets Involved?
Underwriting the Offering.
Selecting the Underwriters.
Working with the Underwriters.
Filing and the SEC.
Completing the Offering.
7 The Public Marketsí¬Other Issues.
Reverse Merger (Shell Game).
Pump and Dump.
Taking Appropriate Precautions.
Making the Shares Trade.
Operating a Public Company.
8 Exit Strategies.
What Is an Exit Strategy?
Role of Management.
Entrepreneur versus Executive.
Determination of Goals and Direction of the Company.
Evolution of Executive Concerns.
Development of the Strategic Plan.
Why Is Strategic Planning Important?
Historical Financial Statements.
Quality of Earnings.
Meeting with the Auditors.
Forecasts and Projections.
Structuring the Deal.
Allocating Purchase Price.
Debt Repayment Schedule.
Management and Administration.
9 Success In the Real World.
About the Author.