Over the years we have dealt with various types of intellectual property situations whether a business or individual is looking to protect, license, purchase, sell or commercialize the asset. A critical point in understanding intellectual property, one needs to know how to protect themselves every step of the way. While obtaining patents is beneficial for some intellectual property, “market share” and a credible “growth story” are key in getting the right valuation under any transaction scenario. Patents, while a good defensive tool to potential infringers are useful, they are also expensive, time consuming and can take years to obtain. Importantly, patents also run the danger of putting your “cook book” in the hands of the public which can be a dangerous risk. In most instances, it’s best to be buttoned up from a document standpoint, and keep this valuable asset under stealth-mode as a trade secret and know-how.
Today, the term venture capital (“VC”) has become a bit of an oxymoron. Specifically, pre-revenue emerging companies consistently get the cold shoulder, unless these businesses can credibly show that they have developed a “disruptive” technology that without much capital investment, will garner substantial market share that can be monetized in the short term. Risk capital is hard to come by following the aftermath of 2008. Unless your business is already generating sustainable revenue and income with a solid growth story and a projectable short term liquidity event, VC “tire kicking” will occur, when the wheels fall off the VC will pass. The solution is to understand where you are in the gestation of the asset, get traction and then if you still need growth capital reach out to the VC world. Your valuation and control of the asset will be that much greater.
Buy-outs and consolidation plays can be tricky. If that is your passion, know the market, and also prior to presenting to a debt or equity player, have accretive targets already lined up. With the right execution plan, you and your investors can get out at a solid multiple. The term sheet with the targets is critical, this will fuel interest if correctly structured and negotiated with debt and equity players.
Successful M&A transactions come down to an ironclad and well structured term sheet. This will make the deal flow better throughout the due diligence and legal documentation process. Keep this in mind, strategic purchasers are always far better to deal with than financial buyers. They are less concerned with valuation and more with the asset fit against their current product offerings. Also, typically, the process moves much faster.
We have handled many securities/RICO cases in the federal courts. Be prepared and understand that, with crowded dockets today in most courts, justice might take a while unless you have the “smoking gun” that will lead you to a quick settlement. Prior to running down that path, it is critical to get the right lawyer, one that does not gouge or guarantee a result. There are many moving parts to any litigation, this requires solid preparation and litigation strategy from the out-set.
We also have successfully handled several SEC and FINRA disciplinary proceedings filed against Broker Dealers and brokers in various jurisdictions across the country. In addition, we are involved in several SEC investigations initiated against public reporting act companies.
It goes without saying that management in any business is the deciding factor for business success. Investors and buyers alike are laser focused on this critical attribute, with “earn-outs” being apart of most change of control events. Interest will be greater with a solid management team and a less desirable asset than an inferior management team with a more solid asset. In essence, the execution strategy and those behind it is the “holy grail” for any investor or buyer. We also handle reporting act company legal matters including general corporate work, and all SEC form 10K, 10Q, 8K, and other SEC required filings.
We believe in a relaxed, empowering experience. No clock watching, just achieving your goals under your acceptable budget.