MORE CLE CREDIT OPEN FORUM

OUR DISCUSSIONS WITH LAW FIRMS AROUND THE WORLD TEACHING AT CEO SPACE – DEFINE ADVANCED EDUCATION – FOR CLE CREDITS FOR OTHER ATTORNEY’S AND PROFESSIONALS JOINING US..FOR VENTURE INVESTMENT PARTIES ON ALL SIDES THIS SERIES MAY BE DEFINING TO THE CEO SPACE CULTURE IN EDUCATION…AND FRANKLY TO MODIFICATION OF YOUR OWN THEORY MODELING….and now this:

Whew, I feel like I should be awarded 5 CLE credits after reading your response!

Well let me first say that I always advise clients that I am NOT the financial expert and do NOT take the lead or anywhere close to that in determining projections, ROI, expected payback of principal on equity deals, etc. I do review the same and ask questions, primarily to ascertain that the client disclosed pertinent info and enough thought went in determining that the #’s are “doable”.

I can appreciate that, given the scenario I presented, the returns which could be reinvested into the company are instead be given as interest payments to the investors and it starts to become an “expectation” or a “profit claim”, as you termed it? But I must say that this is most commonly how I have seen deals structured at CEOSpace and otherwise. So tell me how a company makes the deal look attractive to investors absent a scenario where the company expects to either sell the company in 3-5 years or initiate an IPO (which you know are few and far between. What’s the incentive for an investor to have his/her money tied up for 5 years or more without any ‘perks’ along the way other than stock appreciation “on paper” (if subsquent rounds are launched) which may never materialize into $$$?

Thanks for your valuable input.

JW

________________________________________
From: Berny Dohrmann [mailto:bj4ibi@spamarrest.com]
Sent: Wednesday, September 01, 2010 11:21 PM
To: Warner, Jackie
Subject: RE: clarification re: raising capital
Dear JW:

1. Well you and I have talked at length about non revenue early stage venture firms having “debt” in the construction of their early rounds of capitalization funding – which I will review below. We view such construction as less than ideal.
2. If the firm grows properly taking early profits needed to re-invest for growth cost ( which is enormous for sixty months of any ramp up ) removes shareholder value but having early shareholders have a preference in what is really a preferred stock offering.
3. If the payment is debt like a deferred debenture or a profit claim such as a revenue participation factor of the equity offering detail –we fall back to our CEO SPACE position to wit: “debt is ideal for firms with two back to back revenue quarters defining carrying capacity for any defined debt or revenue sharing repayment. No other “agreement” to create investor EXPECTATIONS on projected hypothetical future income, is ideal to early stage venture investing. Investors lock into this income factor and then get “upset” if the income is delayed or unpaid even when the firm is actually “winning” for them as a pure GROWTH play. The multiples in their growth are ripped out – for income that has tax and unwanted burdens to the now stabilizing and early profit making firm. Cash is too precious for such firms to capitalize upon “entitlements”. This aspect is a later stage of a venture security work in my opinion, limited to more mature ventures.
4. Investors investing in LONGER TERM VENTURE shareholder growth should find it suitable that “income in short term returns” is another form of investing and not ideal venture patronage. Suitability comes into play.
5. Most of the problems I have seen in forward development firms are derived from structures ( legal of course ) created by law firms that fail to understand ( from their training ) the real cost of growth – the timing needs of profits to re-invest in forward growth – versus repayment of early founder investors who should rely on share value GROWTH. Ventures at this stage are ideally pure growth plays. Which is enough. And far safer when early profits are not forward obligations to pay out – as such firms would not pay out dividends for 72 months – with few exceptions. Very few.

We’ll talk but these have always been our lesson plan – our core mantra – our differentiation – our safe spot – directionally for keeping first and second FOUNDATIONAL rounds “protected” for venture safe haven against the deceptive and always hidden growth costs, which are frankly fantastic for early stage ventures. We also teach ( with so few exceptions ) that the overwhelming rule is the early profits from sales will never over come the cost of growth in the first three years. This rule is so often prophetic. Protecting that CORE DEVELOPMENT time phase for first and second round CAPITALIZATOINS to overcome operational, and hidden cost for branding and marketing, typically under budgeted by an order of magnitude against real time cost, requires prudent directorship and legal advice. Another rule, early stage ventures fail to appreciate their forward branding, carrying cost, operational ramp up real time cost, sap cost and marketing costs which climb with sales exponentially. Attorney’s typically lack training in these details and rely on the weak information from the client. Helping the client to remain SUPER CAUTIONS against these factors represents superior law in my opinion to entrepreneurs.

I have found many attorney’s in this field lack perspective investment bankers typically breathe as to the value area for venture IP in these early rounds, against these difficult industry specific criteria. Their compliance designs are often well constructed from the exemption perspective while relying on the founder budgeting and projections ( which why shouldn’t law firms rely on such details as client provided ) and it is in these details the law so fails as they move from serving more mature firms to the NEW SPECIALITY of Entrepreneur early venture space. The founder so frequently fails to appreciate real growth cost, real branding and marketing allocation requirements, and assumes the profit on sales will self amortize growth – I just don’t see it happen in my two decades of helping so many thousands to win. How would we hurt the owner by error on the more conservative side of this equation.

I submit law firms that embrace these principles, and any circulation to your partners is welcomed for debate on this item, would not soar to a market differentiation as the ENTREPRENEURS LAW FIRM driven upon a foundation of these principles. Debt saddles in any form on early stage ventures are almost uniformly un-desirable for early stage non revenue or early revenue ventures. More mature ventures with the debt capacity of course move to debentures and conversion and typically they are not dividend paying or “revenue sharing” constructions. Revenue sharing obligations to early stage ventures remove multiples of profit to share value at the critical time GROWTH investing most requires the leverage of shareholder growth. Removing growth multiples ( say x times earnings ) to remove those earnings to shareholder early repayment is a key aspect of constructions that place ceilings on momentum just when the firm is stabilizing.

As you know I teach ongoing education credits on this topic. I would welcome giving a free workshop on this topic if desired should your firm and others affiliated wish to have another perspective which I believe adds great value to any firm specializing in the AGE OF THE ENTREPRENEUR to higher level their service to this new and exciting Entrepreneur industry.

I’m hopeful we can talk soon to further this conversation.

With Great Respect,

Berny Dohrmann
Chairman

PS: A growing number of firms “wish” their clients had graduated from a crash program such as CEO SPACE in these criteria to better resolve the mutual issues so specialized in pure early venture capitalization at early successive funding rounds. I’m so proud of your firm and their work on the entrepreneurs behalf.

BJ Dohrmann
Chairman CEO SPACE Inc.
3030 Starkey Blvd Suite 270
New Port Richie Florida 34655
Deborah Gilbert asst/attorney/256 850 4710
www.ceospace.net
bj@ceospace.net
bj4ceos (skype yahoo )
ceospace twitter

From: Warner, Jackie [mailto:jwarner@hhk.com]
Sent: Wednesday, September 01, 2010 6:41 PM
To: bj@ceospace.biz; bj@ibi.org
Subject: clarification re: raising capital

Hi there Boss,

I need you to clarify something for me either via email or we can chat for a few via phone. Someone advised me that you have lectured at length and even reprimanded persons for structuring equity deals that provide for expected ‘interest’ payments to investors, for say 2 years prior to principal payback, For example, a start up company (or one with limited operating history) discloses that is expects, though no assurance can be given, to repay principal in 5 years and also expects to begin paying ‘interest’ of 5% or 10% 3 years following completion of the offering.

Your thoughts on this hypothetical please.

Thanks,

Jacqueline J. Warner, Esq.
Hinman, Howard & Kattell, LLP
106 Corporate Park Drive, Suite 317
White Plains, New York 10604
(914) 694-4102
(914) 694-4510 (fax)

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