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Corporate Finance
The lifeblood of any business is capital. For new and growing businesses, capital must not only be sufficient in amount, but also timely, well-structured and appropriately sourced. The Business Finance Team of The Business Law Group features highly experienced professionals who understand the complexities of business capital structures and transactions. Our professional experience and relationships in banking and finance, private placement and direct participation financing, alternative and fintech financing, project financing and public and private market capitalizations, allows our business clients to evaluate, understand and have access to the optimum type of capital or financing transaction to achieve their business goals and objectives. In every transaction, we ensure that our clients are educated, protected and personally served throughout the financing process. We believe that a critical component of each business plan is a “Capitalization Plan” which serves as a roadmap for ensuring that a client’s capital needs are appropriately addressed on a proactive and continuing basis.
Banking and Finance
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Most businesses work with banking, credit unions or other financial institutions for deposits, cash management, trust services or traditional lending. Business credits can be structured in a variety of ways each involving specific terms, conditions and covenants. Banks and other regulated financial institutions are subject to very stringent and continually changing regulatory requirements. Business borrowers should understand and evaluate the technical aspects of the various types bank or institutional institution products and transactions financing for their needs. They should also understand and appreciate the regulatory and best practice requirements that various lenders must follow in order to best position their “ask” and negotiate optimum terms for their financing.
Finance attorneys at The Business Law Group help clients understand, analyze, access, negotiate and structure relationships and transactions involving banks, credit unions and other financial institutions to best achieve their specific business and capitalization needs. |
Bank and Institutional Financing Considerations
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Raising Capital
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The Business Law Group has advised clients looking to raise capital through:
1. Crowdfunding (CF) offerings 2. Seed Capital 3. Reg A Offerings 4. Private Placements (Reg D, Rule 506(b), 506(c)) 5. Direct Offerings 6. Convertible notes 7. SAFE (simplified agreement for future equity) 8. KISS (keep it simple securities) 9. Convertible Preferred Equity 10. Public Offerings (IPOs) 11. Initial Coin Offering (ICO) 12. Securities Token Offerings (STO) 13. Venture Capital 14. Private Equity 15. Angel Investments |
Often the appropriate path for capitalizing a start-up, emerging or high-growth business is to raise equity, convertible or near equity capital. These types of capitalization are complex and hard to access by most businesses. Market intermediaries, investment brokers and gate-keepers can be useful in certain situations.
Transactions in equity securities can be privately negotiated or publicly or privately offered. Online platforms for equity crowdfunding, initial coin offerings (ICO’s) or private placements exist and new ones continually come available. Compliance with federal and state securities laws and regulations is paramount in these transactions. The consequences of non-compliance can kill a transaction, foreclose the business from accessing equity markets in the future and even lead to civil damages and criminal consequences for non-compliant businesses and individuals. Finance attorneys at The Business Law Group help clients understand, analyze, access, negotiate and structure relationships and transactions with market intermediaries, online platforms and direct sources of equity capital to best achieve the client’s specific business and capitalization needs. |
The Securities and Exchange Act of 1934 defined what a security is. This long definition really boils down to just about any negotiable financial instrument, such as a stock, bond, options contract, or shares of a mutual fund is a security. Often the term “security”, or “securities”, interchangeable with the word “investment”. These are highly regulated by the United States Securities and Exchange Commission or SEC as well as every state government. This is why it is vital, whether you are investing or seeking an investment, to know what regulations apply to you and not violate those rules.
Investments can come in a number of different forms. Generally they fall into one of three categories: Debt, Equity or a Hybrid.
Debt. Debt securities are probably the most common form of investment that business owners deal with. This type of investment is when money is borrowed and must be repaid. These are often memorialized by terms that establish the loan amount, interest rate and maturity or renewal date. There are many variations of debt securities including bonds, certificates of deposit, promissory notes and collateralized securities. They can have regular payments or balloon payments and also be secured by assets or guaranteed by an individual or entity.
Equity. Equity securities are ownership interest held by shareholders in a business or trust. Generally they are capital stock that is either common or preferred stock. Unlike debt securities, equity securities do not receive regular payments. They can, however, entitle the holder to receive dividends or disbursements from the business, receive voting rights in the governance of the business and profit in the capital gains when the securities are sold.
Hybrid. Hybrid securities often combine aspects of debt and equity securities. These securities allow the issuer to be creative with its offering. Some more common types of hybrid securities include convertible notes, preference shares and equity warrants.
Debt. Debt securities are probably the most common form of investment that business owners deal with. This type of investment is when money is borrowed and must be repaid. These are often memorialized by terms that establish the loan amount, interest rate and maturity or renewal date. There are many variations of debt securities including bonds, certificates of deposit, promissory notes and collateralized securities. They can have regular payments or balloon payments and also be secured by assets or guaranteed by an individual or entity.
Equity. Equity securities are ownership interest held by shareholders in a business or trust. Generally they are capital stock that is either common or preferred stock. Unlike debt securities, equity securities do not receive regular payments. They can, however, entitle the holder to receive dividends or disbursements from the business, receive voting rights in the governance of the business and profit in the capital gains when the securities are sold.
Hybrid. Hybrid securities often combine aspects of debt and equity securities. These securities allow the issuer to be creative with its offering. Some more common types of hybrid securities include convertible notes, preference shares and equity warrants.
Fintech and Alternative Finance
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One of the toughest challenges for emerging and growing business is obtaining adequate funding. Getting the right capital infusion at the right time can put a business on the fast track to growth. Post financial crash regulations and best practices applicable to commercial banks and other financial institutions have created an environment where bank or institutional financing is simply not available to start-ups, early stage or fast-growing businesses. In response to this credit market paradigm, fintech (i.e. internet lending platforms) and other alternative financing sources have become increasingly prevalent. These sources are less regulated and more flexible, but unfortunately, significantly more expensive. These sources also have unique “sweet spots” for the type of business and deal terms and structure they are willing to undertake. This is a relatively new area which is not well understood and is hard to access for most businesses. The Business Law Group can help.
Finance attorneys at The Business Law Group are continually researching and interfacing with players in the fintech and alternative finance industry. We help clients understand, analyze, access, negotiate and structure relationships and transactions with fintech and other alternative financing sources to best achieve the client’s specific business and capitalization needs. |
Fintech and Alternative Finance Considerations
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Going Public
Going public can seem like a pipe dream or a completely foreign subject to many entrepreneurs. Initial public offerings or IPO often get the public perception that they are reserved for multi-billion dollar corporations or unicorn startups. In fact, this is not only an attainable goal but it is also a valid tool to raise capital or exit plan.
The Business Law Group has advised clients on the benefits and drawbacks of going public. Our experienced attorneys can even provide you with options to go public that do not entail an IPO. We have the resources to provide comprehensive representation for any business that is looking to transition seamlessly to becoming a public company.
The Business Law Group has advised clients on the benefits and drawbacks of going public. Our experienced attorneys can even provide you with options to go public that do not entail an IPO. We have the resources to provide comprehensive representation for any business that is looking to transition seamlessly to becoming a public company.