Archive for the ‘ Business ’ Category
Standard Terms in Non-Public Financing Transactions (S-Z)
The following concludes this list of some of the standard terms that are used in financing transactions for start-up and other pre-IPO ventures. Also see Standard Terms in Non-Public Financing Transactions (A-F) and Standard Terms in Non-Public Financing Transactions (G-R). S-3 Registration A simplified form of registration statement that may be used by certain companies [...]
Standard Terms in Non-Public Financing Transactions (G-R)
Following are more standard terms that are used in financing transactions for start-up and other pre-IPO ventures. IPO An acronym for “initial public offering.” This term generally refers to the first public offering of stock by a company. Issued and Outstanding Stock Shares which the company has already sold, or “issued,” and that are presently [...]
Standard Terms in Non-Public Financing Transactions (A-F)
The following are some standard terms that are used in financing transactions for start-up and other pre-IPO ventures. Accredited Investor An investor who meets certain financial and other criteria specified in SEC Regulation D. Examples of accredited investors include (1) individuals with a net worth of $1,000,000 or more or (2) individuals who have had [...]
10 Things About Selling a Business
1. What are You Selling? Early in the negotiations, buyer and seller must agree on what is being bought and sold—company stock (or other equity interests) or business assets. Ordinarily, seller would prefer to sell the company stock, because that will make unknown company liabilities buyer’s problem (subject to seller’s indemnification commitment). However, seller might [...]
10 Things About Buying a Business
1. The Next Right Step. After agreeing in principal to buy the business (through a Letter of Intent, Term Sheet, or handshake), buyer and seller must decide on what comes next. Seller might favor negotiating and signing the purchase agreement, followed by a period of due diligence investigation, followed by closing. Buyer would probably prefer to [...]
10 Things About Estate Planning for Business Owners
1. The Hardest Decisions. For business owners, the business is often the largest (or only) valuable asset of the estate. Who should inherit the business? How much direct control should they have over the business? What if they are bad business men or women? What if they don’t want to continue the business? How important is [...]
10 Things About the Board of Directors
1. Representative Democracy. The primary purpose of the Board of Directors is to represent the shareholders, to protect their investments, and to ensure that they receive an adequate return. Directors are elected by the shareholders to serve terms of one or more years, concurrently or staggered, as provided in the Bylaws. 2.. The Big Picture. The Board [...]
Annual Business Reports are Now Due
Business entities that are organized in Florida or that are qualified to d0 business in Florida must now file their 2010 annual business reports. The annual business reports may be filed electronically by visiting Sunbiz and entering the entity’s document number. On your annual business report, you are required to include updated information about the [...]
10 Things About Choosing the Right Business Entity
1. Human Error. Carrying on business without a business entity means that each of the owners is 100% personally responsible for all of the business’s liabilities. This isn’t good. A business entity (corporation, limited liability company (LLC), or limited liability partnership (LLP)) protects the owners from personal liabilities, except professional liabilities and personal wrongdoing. 2. Pass the [...]
10 Things About Selling Stock
1. The Other SEC. Whatever you call it—stock, units, interests—outside investment in a business is a security. The sale of any security is regulated by Federal and state law. This doesn’t mean that you have to “go public” through an IPO just to sell your stock, but it does mean that you have to worry about [...]