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    Raising Capital: Get the Money You Need to Grow Your Business

    • Raising Capital: Get the Money You Need to Grow Your Business

    • By: Andrew J Sherman

    • Publisher: AMACOM

    • Pub. Date:

    • Print ISBN-13: 978-0-814-41703-4

    • E-Book ISBN-13: 978-0-814-41704-1

    • Pages in Print Edition: 464

    • Subscriber Rating: 0 out of 5 rating0 [0 Ratings]

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    Overview

    Gone are the days when venture capital groups poured millions into every “next big thing.”

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    Table of Contents

     

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    Copyright

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    Chapter 1: Capital Formation Strategies and Trends
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    Understanding the Natural Tension Between Investor and Entrepreneur

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    Understanding the Private Equity Markets

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    Understanding the Different Types of Investors

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    Understanding the Different Sources of Capital
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    Sources of Debt Financing

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    Sources of Equity Capital

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    Common Mistakes Entrepreneurs Make in the Search for Capital

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    How Much Money Do You Really Need?

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    Consider Staged Investment

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    Capital-Formation Strategies
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    Debt Securities

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    Equity Securities

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    Convertible Securities

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    The Due Diligence Process
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    The Art and Science of Due Diligence

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    Key Best Practices Affecting Capital Formation in the New Millennium

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    Are You Really, Really Ready to Raise Capital?

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    Chapter 2: Selecting the Best Legal Structure for Growth
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    Proprietorship

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    Partnership
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    General Partnership

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    Limited Partnership

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    Corporation
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    General Characteristics of a Corporation

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    Subchapter S Corporations

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    Managing the Corporation: Duties and Responsibilities

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    Limited Liability Company
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    Flexibility for Owners

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    Forming the LLC

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    Evaluating Your Selected Legal Structure
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    Corporate Governance and Reporting in the Age of Scrutiny

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    The Impact on Privately Held Companies

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    Corporate Governance Best Practices Audit

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    Establishing Effective Boards of Directors and Advisory Boards

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    Chapter 3: The Role Your Business Plan Plays

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    The Mechanics of Preparing a Business Plan
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    Screens, Filters, and Tools to Assess the Viability and Predictability of Your Business and Strategic Plans

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    Common Business-Planning Myths

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    Some Final Thoughts on Business Planning

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    Chapter 4: Start-Up Financing

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    Financing the Business with Your Own Resources
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    If I Don't Have a Rich Uncle, Where Can I Get the Initial Seed Capital?

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    Family, Friends, and Fools

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    Family Business Offices

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    Heaven on Earth--Finding an Angel Investor
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    The Importance of Angels

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    Angels Versus Venture Capitalists

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    Profile of a "Typical" Angel

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    Finding an Angel

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    Hybrid Approaches to Angel Investing

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    Asking an Angel to Dance

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    Angels or Devils--You Be the Judge

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    Understanding Angel Investment Club Criteria

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    Other Sources of Seed and Early-Stage Capital
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    Incubators

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    University and Private Incubators

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    Accelerators

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    Peer-to-Peer Lending, Microloans, and Crowdfunding

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    Economic Development Agencies

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    Customer Financing

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    Vendor Financing

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    Additional Resources

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    Chapter 5: The Art and Science of Bootstrapping

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    Twelve Proven Bootstrapping Techniques and Strategies
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    Ten More Tried-and-Tested Bootstrapping Techniques

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    Bootstrapping: The Dark Side

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    Chapter 6: Private Placements

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    Federal Securities Laws Applicable to Private Placements
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    Rule 504

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    Rule 505

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    Rule 506

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    State Securities Laws Applicable to Private Placements

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    Preparing the Private Placement Memorandum
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    Key Sections of the PPM

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    Subscription Materials
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    Subscription Agreement

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    Purchaser and/or Purchaser Representative Questionnaires

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    Compliance Issues

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    Accepting Subscriptions

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    Changing or Updating the PPM Before Completion of the Offering

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    After the Closing

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    The Rise of Secondary-Market Private Placements and the Story of SecondMarket

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    Practical Tips for Ensuring a Successful PPM Offering

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    Chapter 7: Commercial Lending

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    The Basics of Commercial Lending
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    Understanding the Lender's Perspective

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    Preparing for Debt Financing
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    The Loan Proposal

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    Types of Commercial Bank Loans

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    Okay, You Have Submitted Your Loan Proposal; Now What?

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    Negotiating the Loan Documents

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    Understanding the Legal Documents
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    The Loan Agreement

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    The Security Agreement

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    The Financing Statement

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    The Promissory Note

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    The Guaranty

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    Periodic Assessment of Banking Relationships

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    Chapter 8: Leasing, Factoring, and Government Programs

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    Leasing
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    Types of Leases

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    Who Should Lease?

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    The Process

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    Lease Terms

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    When a Lease Is Not a Lease

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    Where Do I Find a Lessor?

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    Factoring
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    Types of Factoring

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    Is Factoring for Your Company?

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    What Do Factors Look for?

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    Where Do I Find a Factor?

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    A Creative Alternative to Factoring

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    SBA Programs
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    Who Are These Programs For?

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    Eligibility

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    7(a) Loan Guaranties

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    Specialized 7(a) SBA Express and Pilot Programs

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    Specialized 7(a) CAPLines

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    Specialized 7(a) International Trade Loans

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    Specialized 7(a) Export Loan Programs

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    Other Specialized 7(a) Loan Programs

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    Microloan Program

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    504 Certified Development Company Program

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    Contacting the SBA

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    Chapter 9: Venture Capital
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    Venture Capital Investing Trends

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    Primary Types of Venture Capitalists

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    Preparing to Meet with Venture Capitalists
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    Have a Dress Rehearsal

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    Have a Mentor

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    Have a Detailed Game Plan

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    Have Your Team Available to Meet the Venture Capitalist

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    Have Passion but Not Rose-Colored Glasses

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    Have a Way to Demonstrate Your Personal Commitment to the Project

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    Have an Open and Honest Exchange of Information

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    Have a Big Market and a Big Upside

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    Have an Understanding of What Really Motivates the Venture Capitalist's Decision

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    Have an Exit Strategy

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    Central Components of the Venture Capitalist's Investment Decision

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    Due Diligence Is a Two-Way Street

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    Balancing Your Needs and the Venture Capitalist's Wants

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    Understanding the Venture Capitalist's Decision Process

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    Chapter 10: Anatomy of a Venture Capital Transaction
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    Evolution of Venture Capital Deal Terms

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    Negotiating and Structuring the Deal

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    Aligning Business-Plan Analysis and Investor Concerns with Term Sheet Provisions

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    Understanding the Legal Documents
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    The Investment Agreement

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    Amendment to Corporate Charter

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    Stockholders Agreement

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    Employment and Confidentiality Agreements

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    Contingent Proxy

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    Registration Rights Agreement

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    Getting Ready for the Next Round

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    2002 and 2003: The "Down-Round" Dilemma

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    The Pre- and Post-2010 Market: The Big Chill and the Slow Thaw
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    Post-2010: The Big Thaw

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    Chapter 11: Preparing for an Initial Public Offering
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    Recent History

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    The Present and Future

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    Advantages and Disadvantages of an IPO
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    Advantages of Going Public

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    Disadvantages of Going Public

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    The Hidden Legal Costs
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    Planning and Preparing the Business for the IPO

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    Due Diligence and Housecleaning

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    The Registration Process

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    Periodic Reporting and Ongoing Compliance

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    Preparing for the Underwriter's Due Diligence
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    Conducting a Legal Audit

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    Mechanics of the Legal Audit

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    Additional Tips for Preparing for Due Diligence

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    Deal Breakers to Avoid

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    Selecting an Underwriter
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    Key Factors to Consider When Selecting an Underwriter

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    The Letter of Intent

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    Selecting an Exchange

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    Alternatives to Using a Traditional IPO
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    Direct Public Offerings

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    Initial Public Offerings on the Internet

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    Chapter 12: The Mechanics of an Initial Public Offering
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    An Overview of the Registration Process

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    The Registration Statement
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    The SEC's Small Business Initiatives

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    Key Elements of the Registration Statement

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    The Road Show

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    The Waiting Period

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    Valuation and Pricing

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    The Closing and Beyond

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    Ongoing Reporting and Disclosure Requirements
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    Additional Reporting and Disclosure Requirements

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    Disposing of Restricted Securities

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    Private Investment in Public Entities (PIPEs)

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    Resources on IPOs and the Public Securities Markets

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    Chapter 13: Franchising, Joint Ventures, Co-Branding and Licensing

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    Business-Format Franchising
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    The Essentials of Franchising

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    Reasons for Franchising

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    The Foundation for Responsible Franchising

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    The Regulation of Franchising

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    Guidelines for Determining What Is and What Is Not a Franchise

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    Joint Ventures
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    The Mating Dance: Searching for the Right Joint-Venture Partner

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    Co-Branding
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    Why Should a Company Think About Co-Branding as a Growth Strategy?

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    Things to Consider Before Entering a Co-Branding Arrangement

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    Advantages and Disadvantages of Co-Branding

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    Preparing a Co-Branding Agreement

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    Licensing
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    Technology Licensing

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    Merchandise- and Character-Licensing Agreements

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    Chapter 14: Mergers and Acquisitions

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    Current Trends Affecting Mergers and Acquisitions in a Turbulent Environment
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    Buy-Vs.-Build Analysis

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    Develop an Acquisition Plan
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    Pitfalls to Avoid

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    Analyzing Target Companies

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    Selecting the Target Company
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    Acquisition Analysis

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    Conducting Due Diligence
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    Assessing the Legal Issues of Due Diligence

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    Analyzing the Business Issues of Due Diligence

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    Keeping the Transaction on Track

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    Valuation, Pricing, and Sources of Acquisition Financing

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    Financing the Acquisition

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    Structuring the Deal

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    Preparing the Definitive Legal Documents
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    Other Key Issues in Preparing and Negotiating the Purchase Agreement in 2012 and Beyond

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    Tips for Buyers Acquiring Other Companies

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    Postclosing Matters

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    Chapter 15 Capital-Formation and Business Growth Resources Directory
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    Federal Agencies

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    Business Growth Resources on the Web

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    Internet Resources to Learn More About Private Placements, Angel Investors, Venture Capital Networks, Accelerator Programs, and Other Alternative Sources of Funding

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    International Finance Institutions on the Web

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    Guidebooks, Publications, and Networks (Including Computer Software)

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    High-Tech Exporting Assistance

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    Appendix

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    Index
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    A

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    B

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    C

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    D

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    E

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    F

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    G

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    H

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    I

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    J

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    K

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    L

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    M

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    N

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    O

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    P

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    R

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    S

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    T

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    U

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    V

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    W

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    Y

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    Z