Friday, December 30, 2011

Roman and Jewish Context of Early Christianity

When I taught 7th grade years ago, I heard the tail end of an argument between two girls.  The penultimate line was, “Then what religion was Jesus?” To which the other girl hurled with confidence, “Jesus was Baptist.”  We laugh, knowing that Jesus was Jewish, but I think many of us are rather vague on the historical context that gave rise to the Jesus movement, especially if we read the Bible in a vacuum, or rely on those religious movies that appear, without fail, every Easter.  So this morning, I thought it would be useful to summarize the position of Judaism in the Roman Empire between 100 BCE and 135 CE, then focus on the religious conflicts within Judaism itself, and the implications for the early years of Christianity, when it segregated from its root religion of Judaism.


Our images of first century CE Jews as a small band of poor people limited to Palestine, dressed in striped blankets and wearing burnooses is misleading.  First of all, they didn’t wear that Arab headdress.  Second of all, during the first century BCE, Jewish populations thrived throughout the Roman Empire.  They were not some marginalized population crowded only into the eastern Mediterranean hinterlands.  For example, although Rome was obviously the political capital, Alexandria, Egypt was the cosmopolitan and intellectual city (maybe like the different perceptions of New York City and Washington DC for America, today).  In Alexandria, Jews accounted for about 40% of the city’s population (and it was supposedly one of the Ptolemy pharaohs who commissioned the Septuagint Greek translation of the Old Testament, a few centuries earlier).  Throughout the empire, Roman records calculated a Jewish contingent upwards of 10%, often in cities and in positions of business, educational, and political leadership. By contrast, do you know the percentage of Jews in the US today?  Less than 2%.  Furthermore, the Romans granted Jews favored status during that century.  They had full freedom to practice their religion, including not working on their Sabbath, not worshipping at Roman religious sites, and practicing circumcision.  Had the influential Greek population of the eastern empire been in power, they would likely have outlawed what they regarded as that barbaric act of self-mutilation.

Wednesday, December 28, 2011

Native Plants and Gardening

We live in South Central Alaska.
Among the edible wild plants on the property are plenty of edible berries:  blueberries, raspberries, strawberries, elderberries, cranberries.  Vitamin C is not a problem in the summers or for people who can the berries in the fall. Edible wild leaves for salads or cooked preparations (or medicine) include fiddlehead ferns (which must be cooked), fireweed, dandelion, and chickweed  (Do you remember Euell Gibbons?  He called the last a miracle plant because it is so good for so many things).  I've used spring time spruce tips in shortcake, viniagrette, and tea, based on information that Captain Cook had his men drink spruce tip tea to ward of scurvy during winter explorations.
Below is a list of native and purchased plants that this neophyte gardener and forager has nurtured and how they performed over the past few years.

Tuesday, December 27, 2011

Tiny House Furnishings


You can enlarge this photo by clicking on it 
Furnishing the cabin long distance, before it was built, and as design elements shifted, was intimidating to me, but the endeavor committed me to the site in a way that my husband's enthusiasm and my maniacal weed whacking of 8 foot grasses and devil's club never did.  The process enabled me to start seeing myself living there.  In terms of d├ęcor, I had three priorities:  a) shop once and that’s it, b) don’t crowd the little space, and c) make it inviting and functional. These priorities determined what we bought and how we used them.




How Entrepreneurs Can Avoid a Financing Scam

(I originally wrote this article for Entrepreneur Magazine, several years ago)

“If it seems too good to be true…,”

“If it walks like a duck and quacks like a duck…,”
“Beware of Greeks bearing gifts” … 
Not every business scam is so obvious.  Even seasoned business people can be taken by smooth talkers, not realizing the manipulation until tens of thousands of dollars have changed hands.  Optimistic start-up entrepreneurs in need of financing are particularly vulnerable to “financial advisors” who position themselves as representing ready investors.  Without knowing the questions to ask about securities laws that protect business owners and investors, they can be suckered into typical scams.  The common theme running through all of them is “Say what the person wants to hear” and “if they don’t ask, don’t tell.” Confident entrepreneurs who dismiss nay-sayers as “not getting it” may be susceptible to smooth operators who praise their idea as the greatest thing since Microsoft, promise funding, and then slip in a creative contract. 

 Consider the following frequent scams that might be titled, rope them in; string them out”, “bait and switch,” and “now or never.” 

 SCAM:  “Rope them in; string them out”
A serial entrepreneur, Joe Knoff, 47, bootstrapped one business, Illuminating Consulting Service and Supply (ICSS), which he sold in 2002, after being diagnosed with cervical degenerative disk disease.  His entrepreneurial experience and his frustrating medical journey prompted him to found MyNaturals.com, an e-commerce solution to the $230 billion dollar healthcare-environmental consumer marketplace, known as LOHAS (lifestyles of health and sustainability).  This time, he wanted to attract investment in order to grow faster, so he posted his business summary on a website designed to bring entrepreneurs, service providers and investors together. 

Within three days of posting, MyNaturals received a letter from a firm that included the following phrases, “We love your concept and niche market,”  “capitalization is highly feasible,” “for this investor,” “we have strong interest,” and “we, in conjunction with investor, have easily pre-qualified the financing requested…” Joe was delighted but skeptical.  How could anyone pre-qualify him based on a two page business summary?  First, he called a representative of the posting website, who carefully told him that the company makes no warrants or representations about any of the entrepreneurs, investors, or service providers who register with the site.  So he checked out the investment firm.  He visited the website and was pleased to see a Better Business Bureau logo there.  Then, he interviewed one of the principals and had his accountant call, too.  In addition, he contacted a few client referrals and even checked with the state to confirm that the company was a registered corporation. 
Satisfied, he made a few adjustments to the contract and then engaged the firm.  He understood the deal as this: the firm had investor(s) ready to make either a loan or an equity investment of $650,000 if MyNaturals met certain milestones.  Both investors and MyNaturals could pull out of the deal at any time. The firm earned a non-refundable, up-front fee of $3450, as well as a percentage of funds raised, payable at closing.  This fee structure encouraged Joe to believe that the firm was financially committed to concluding the deal.  The firm also charged for various services, listed in a supporting document, but Joe was verbally assured that he probably would not need them. 

 Seven months later, he had paid $15,000 for various business preparation services and met no investors.  When the firm required yet another fee for a feasibility study, Joe balked.  On advice of his attorney, he contacted the principals and “clearly and politely” laid out his litigation strategy, their initial written assurances, and his detailed records of verbal and written communication with members of the firm.  He said that he was willing to settle out of court now or go to court later.  Eleven months later, he received a refund of 50% of the fees he had doled out, with the stipulation that he would not sue the financial firm. 
20/20 hindsight: Joe warns, “Entrepreneurs – beware.  THE FIRM IS STILL IN BUSINESS.  IT IS A MEMBER OF THE BBB.  Firms that are scamming you will never admit any guilt, even when they are made to pay up.”  Joe muses that “challenging economic times can be a breeding ground for unscrupulous groups claiming to represent capital funding sources.  I treated my search for start-up capital as meticulously as I wrote my business plan, but I did not know what I did not know - all the rules of the funding game.  There don’t seem to be well published industry guidelines, probably due to the fact that much of this industry is not well regulated.”   

 Elements of the scam:  This clever ruse encouraged the client to think the financing firm made its money on funds raised from investors (as legitimate, FINRA licensed broker-dealers do) when in fact, their revenue results from the service fees that were represented as “refundable at closing” and as “probably unnecessary.”  Charged one at a time, those costs seemed modest in comparison to the potential funding.  After all, what is a $5000 feasibility study if it yields a $650,000 investment?  A disgruntled client without the detailed notes and quotes of Joe Knoff would likely confront an uncomfortable truth – being told up front that “the investor can back out at any time” and that “the fees are refundable at closing.”  In other words, if no investor, no closing, and no refund. 



Commentary:

Steve Brewer, Managing Director of Brewer Capital in Houston, TX has heard his share of scams from vulnerable entrepreneurs.  His advice is to “Only deal with registered broker-dealers, where you have recourse to FINRA and SEC to validate people in advance and for mediation of any disputes afterward.”  In this case, one red flag was the early identification of an investor who never appeared.  “Broker-dealers can earn a commission on money raised from investors,” says Brewer.  “Therefore, we have an incentive to bring our investors and entrepreneurs together as soon as we have identified a fit. Someone who doesn’t do that may be milking a retainer.”    
SCAM:  “Bait and switch”

Kyle Holland, Managing Director of Investment Banking for Gray Capital Partners in Austin, TX, tells of a scam that happened to a client of his, who is a trial attorney.  “In early 2004, he was putting together a deal to develop a resort in Mexico.  Not every investment source is right for an international project like this, but about six months beforehand, a colleague of mine had talked with an investment firm in New Jersey that sounded likely.  My client and I talked with the principals and they said that they had all the right connections and could fund it.  We signed a reasonable term sheet, detailing costs and services, and mailed a $10,000 check to initiate the work.  To our astonishment, we subsequently received a totally new term sheet, with exorbitant terms, like a second ‘deposit’ of $100,000. We walked away.” 
Commentary: Holland shakes his head; “Of course this is illegal.  We could have sued them, but the costs of recovery with an out-of-state dispute would probably have cost more than the money we lost.  My advice is to meet investors in person, walk around their office, talk to their clients.  A $1000 plane ticket is worth the cost.”         

 SCAM:  “Now or never”

Mike Segal, of MJ Segal, Assoc. in NY has organized private equity conferences in New York for several years.  Presenting companies often mention funding horror stories to him.  In one case, an entrepreneur in NC had met, through networking in the investment community, an unlicensed “capital advisor” who appeared to have a reputation as a well-connected, hard worker.  One day, he received a breathless call from the man, saying that he had lined up $450,000 in investment for the start-up, but in order to represent him the next day in Denver, he needed a contract and an advanced fee of $22,000.  The entrepreneur had his attorney quickly draft a contract which, among other terms, solicited all written and phone records of contact with potential investors within 30 days of concluding the contract.  The advisor agreed and the money was wired.  When no proof of a meeting appeared, the entrepreneur canceled the contract, requested the records, and sent an attorney to collect a refund.  The principals of the firm refused the calls, closed the business, and are now working for other companies. 
Commentary:  A red flag here was the lack of due diligence, or company research, by the alleged investor.  As a result of corporate scandals in the public sector, the government passed the Sarbanes Oxley Act, which requires much more attention by corporate boards and the independent accounting and law firms they hire.  This requirement is impacting private companies, too. According to David Barbash, Corporate Group Partner with Nixon Peabody LLP in Boston, MA, just as entrepreneurs should take the time to investigate the professionals they intend to hire, they should expect the same evaluation themselves. "Entrepreneurs should be wary of prospective investors who do not do due diligence (on the entrepreneur and his/her company).”  “In the wake of Sarbanes-Oxley, investors are spending considerably more time in due diligence before consummating an investment.”   No reputable person would claim imminent financing by an investor who had never contacted the start-up management.   

 Overall:

Melinda LeGaye, President of MGL Consulting Corporation in The Woodlands, TX, provides FINRA required compliance auditing services for broker-dealers, and other regulated professionals.  She recommends that "entrepreneurs seeking equity capital in the form of a private placement (stock in a private company, sold to individual investors) make sure of two things.  “One, have legal counsel that is experienced with private placements, issuers, and underwriters.”  This is not the person who wrote the family will.  Securities law is an area of specialization.   “Two, utilize the services of a broker-dealer firm that is registered with the FINRA, the SEC, and with the states where the offers will be made.  Otherwise," she warns, "There are potential rescission issues (deals can be revoked) associated with sales by non-registered dealers.” 
What is the difference between a licensed/registered broker-dealer and a non-registered one?   The terms, investment banker and financial advisor, are generic.  They do not indicate academic degrees, state or federal licensing, or other special knowledge.  Therefore, you too, could set up shop with a company name like “ABC Capital Resources” or “XYZ Financial Advisors” or “Bonafide Equity Partners.”  On the other hand, FINRA and SEC DO register (license) people to perform limited functions that are subject to annual review.  Each license number, like 7 (national securities), 24 (supervision), or 63 (state only) defines the scope of their activities, and their responsibilities in raising money for entrepreneurs.

 The reason that this FINRA and SEC registration is important is that it PROTECTS ENTREPRENEURS AND INVESTORS in ways that unlicensed or unregistered “financial advisors” do not, unless you know what to demand.  Licensed broker-dealers must comply with a whole host of requirements (listed at www.finra.org) such as full disclosure in sales documents and in contracts, financial solvency, quarterly and annual audits by an outside organization, a log of client complaints that any potential client can request, and dispute mediation outside of court.  This means that entrepreneurs can validate a person’s professional good standing before hiring, ensure standards of salesmanship, fees, and contracts during engagement, and save money in case of any disputes later.  Broker Check (on the site), which the public can access for free, reveals work and disciplinary history of individuals.  Brokers who have been delisted are deleted.  Any entrepreneur considering raising money should spend several hours scanning the sections relating to private placements (sometimes referred to as reg. D).
By contrast, working with unlicensed fund raisers is a “buyer beware” proposition.  If securities law is not your area of expertise, why pay high fees to anyone who may subscribe to a “don’t ask, don’t tell” mantra of customer relations? 

 Dr. Sam Buser is a psychologist in Houston, TX who specializes in men’s issues and who works with many independent businessmen.  “There isn’t so much a psychological profile of businessmen vulnerable to scams.  It is a sociological issue.  Americans have a cultural belief that everyone can strike it rich.  We love ‘rags to riches stories.’” … “However, the person most likely to fall for a scam is one who won’t take advice from other people.”  He recommends that, “Every entrepreneur should have a mentor – someone who has succeeded at something along the line he or she is pursuing.”  Learn from what he or she did and didn’t know.
Lawyers, compliance officers, entrepreneurs and broker-dealers offer similar advice about the value of fore-knowledge.  Hire licensed broker-dealers and attorneys who specialize in private placements.  Expect detailed due diligence and do the same.  Note any differences in verbal promises and contractual language, and take great notes.  If you make a mistake, be prepared to walk away from a bad deal. Forewarned is forearmed.    

 Scam Signs:  Run, Don’t Walk  

 1)     Fund raisers who evade questions about their licenses, registration, AND amount raised for recent clients in your industry. 

----Legitimate broker-dealers comply with full disclosure requirements by FINRA in sales and contracts.  Require evidence of registration.

2)     Really wordy contracts filled with legalese that say, in essence, “we have no obligation to do anything we say,” or no contract at all.  

----Have a securities attorney write or review any contract involving investors or fund raisers.  This is an area of legal specialization.  

3)     Contracts that are clear on fees and duration but vague on deliverables.

-----It is your responsibility to define milestones and deliverables before you sign the contract.

4)     Fund raisers who won’t reveal the name of the investor/terms of investment as soon as they say they have some.  

5)     Offices with P.O. Box addresses only

6)     “Investors” calling from “boiler room” type call centers.

Sidebar 2:  How to Protect Yourself   
1)     Ask your banker, lawyer, and accountant to recommend broker-dealers. Their business with you is vulnerable if they steer you wrong.

2)     "Smart money" is worth more than "dumb money."  Hire people who specialize in (a) your industry, (b) investment in that industry, and (c) the funding range you seek.

3)     On www.finra.org, read all the requirements of FINRA registered broker-dealers that protect clients. Look up the status of the broker-dealers you are considering.

4)     Check websites for "tombstones" of funded deals and evidence of FINRA licenses.  If there are no tombstones, what services do they render?  (business consulting, business plan writing?)

5)     In interviews, ask for current registration with the FINRA, the SEC, and in each of the states in which any private placement will be offered.  If any answer is none, it is "buyer beware." 

6)     Complete background checks before you pay any money.  Visit companies like  www.ussearch.com to pay for background checks on individuals and companies.  Visit www.nasaa.org and www.finra.org for information (in English and Spanish) on broker-dealers, investment fraud alerts and other useful information.      

7)     Fees: Don’t sign an open-ended retainer. Few entrepreneurs have deals strong enough to justify a commission-only fee.  If your deal is not a slam dunk, negotiate a short term contract with monthly fees for pre-determined deliverables, like a deal critique and a pre-determined number of investment contacts.  Require updates of all communications with investors.   

8)     Set written caps and an approval process for expenses.

9)     Get everything in writing.  Don’t believe anything that is not written.        

 

Step into the Shoes of an Investor Before You Issue a Private Placement

Entrepreneurs raise money in various ways and from various sources.  One method frequently discussed is a Private Placement.  Entrepreneurs can be better prepared to embark on this expensive and time consuming step, if appropriate, or choose to delay it until success is likely, if they “put on the shoes” of the potential investor first.  What do they look for in a worthy Private Placement candidate for their dollars? What “red flags” would thwart an investment?  Are you ready?

In one paragraph, a private placement means that a company solicits investment from accredited individuals or institutions on the basis of a document called a Private Placement Memorandum (PPM).  The solicitation is private because it is narrow in scope, targeting only known potential investors.  Because it is not a broad, public solicitation, it is not bound by the same disclosure rules (and expenses) such as quarterly and annual reports and independent financial audits filed with the SEC by companies listed on the public stock exchanges.   Should a company blur the distinction between targeted approaches and public solicitations, (such as advertising on its website that it wants investors) it could lose its private placement exemption and have to pay the six figures per year charged public companies. 
The primary document used in private placements is the PPM.  It is a business plan plus other documentation on which investors should be able to make an informed decision about the merits of the management, industry, company and its prospects.  The PPM also includes pages that outline how the company plans to use the money it hopes to raise.  Often it lists the contact information for service providers, such the escrow agent at the bank or the investment bankers or attorneys involved in writing the document or the experts whose research is included.

By knowing what the investor will want to learn before investing (their due diligence), entrepreneurs can make sure that they are able to write and defend an informative and persuasive document.

Do Due Diligence on Your Company Before Someone Else Does

Savvy proprietors of businesses who have been waiting for the right time to sell, merge, or attract investors, do due diligence on their own companies before approaching anyone else.  No manager wants to look like a deer in the headlights when a potential investor asks about an employee with a criminal record, a publicly registered customer complaint, or late property tax payment.  Company leaders need to anticipate the records suitors will request, both from the company and from public sources, like the Internet, the bank, and licensing agencies.  Prepared companies scrutinize themselves, as others with checkbooks invariably will, enabling management to approach suitors with a realistic valuation and a knowledgeable evaluation of the company’s strengths and vulnerabilities.  In addition, the process can save firms tens of thousands of dollars on professional service fees.

 Internal records:
A functional due diligence file will contain about fifteen sections.  A company with few employees and assets can expect to organize about 50 documents, some of which will need to be updated quarterly or annually.  Many companies already have many of these items in separate files, such as “Employees,” “Sales,” “Taxes,” and “Legal.” Pulling them together for a purchasing or investing audience serves two useful purposes: it encourages management to review their records with the eyes of interested outsiders and it reveals gaps that may not be obvious when records are segregated. The files should encompass records of the company’s: 

q  Organization and Good Standing

q  Capitalization and Stockholders

q  Authorization of Acquisitions and the Transactions

q  Financial Statements

q  Tax Matters

q  Employees Records, Benefit Plans, Salaries, Labor Disputes.

q  Material Contracts and Commitments

q  Licenses

q  Insurance

q  Litigation, corporate and personal

q  Patents and Trademarks

q  Real Properties owned and leased

q  Inventory

q  Books and Records

q  Operating Plans

Some information will strike a potential investor differently than a potential merger partner, while other information will be equally important to both groups.  Knowing the interests of each will enable the principals of a company to assemble records that matter to that target group. 
For example:
q  Corporate structure: Is the firm a corporation or a partnership?  In what state?  The answer has implications that make your company more or less attractive to your target audience than competing firms.  Ask your attorney.

q  Stockholders: What do the bylaws say about the rights of major/minor stockholders? Who are they? How many are there? Is management invested? Stockholders, like staff, can be perceived as either an asset or a liability to a deal.  Do the shareholders bring value beyond money or do they have a history of litigiousness?

*Potential buyers will demonstrate particular interests.  One might care about owner expense add-backs or owner assets; another may be concerned about related party transactions.  Others will have strong wishes for management to leave or to stay.  A company can’t anticipate everything, but its records will be scrutinized for “deal breakers,” omissions, and evasions.  Anticipate logical questions.

q  Management: Be prepared for tough questions.  Have background checks, performance reviews, and updated resumes handy.  Explain attrition.  Know which managers wish to remain with the company after a deal is struck and who wishes to leave.  Are non-compete documents in order?

 q  Material contracts and commitments:  Have customer lists, letters of credit, installment plan purchases, and current and pending contracts.  If there are any insider contracts, be sure to show those, too.  Are there any performance guarantees?  Are any deals imperiled by a change in management?  What about agreements with dealers and distributors?
q  Cash flow:  How well does the company manage seasonal or other fluctuations in its costs and cash?  Your accountant can help you design cash flow projections to show likely future scenarios.

q  Licenses:  Technology companies often base their valuations on their intellectual property, so records can quickly inflate or deflate suitor interest. Patents “to be filed” or “pending” are a lot less attractive than patents awarded or defended.  Equally important is who owns the technology.  Is it clearly the company or could it be an employee?  Was it developed in conjunction with another firm or university?  The answers can substantially raise or lower the valuation.  Professional service firms should have current records of all licenses, compliance forms, and proof of professional good standing. 

q  Insurance:  Physical assets can be strengths or liabilities, too.   If the company owns buildings or land, have records of ecological due diligence.  A building with a demonstrated lack of mold or property with no history of chemical storage or oil spills is worth a lot more than one without such a pedigree.  How is inventory insured in case of flooding the day the contract is signed? Does the company have key man insurance?  What about Errors and Omissions?   Such evidence assures suitors that they are unlikely to suffer buyer’s remorse, and therefore, can move a deal along faster than a company that leaves such questions unanswered. 
Public records:

 In addition to organizing records for outsider scrutiny, a company’s strategy should include a survey of its electronic presence.  It is very easy to check up on other companies, so each firm should do a regular Internet search of its company name and staff.  For example, www.hcad.org indicates whether Harris County based companies (and home owners) have paid their taxes for the year, how much they are, and the appraised value of the property. Licensing agencies, like the FINRA, have websites (www.finra.org) on which the public can search for the names of broker-dealers in good standing.  A company’s own website can be very revealing.  Is it current? Clear?  If you contact the business through its website, does someone actually get back to you?  A search on www.google.com or another search engine for the company or management team names can reveal useful information – positive or negative.  For example a Google search for recent potential clients revealed: (1) a businessman who has gotten a Cease and Desist Order from California for a business he was now trying to register in Maryland (2) a CEO who lied about his education background (he made up a university) in his SEC filings and (3) a company seeking investment that hadn’t paid its property taxes for the year.  Surely none of these is the first professional impression one wants to make on the World Wide Web.  Some records can be purged by corrective action; others can be buried by generating appropriate news items, like press releases, speeches, and article bylines.
Entrepreneurs seeking funding from others must be willing to undergo scrutiny from others, so do it yourself, first. 

Angel Investor FAQs: Preparation for investor meetings


Management should prepare strong, SHORT, consistent answers to the logical questions that investors are likely to ask.  SHORT answers enable investors to ask revealing follow up questions.  A long winded entrepreneur loses the opportunity to HEAR useful questions by informed investors. 
Conversations between entrepreneurs and investors are inherently uneven.  The investor has money.  The entrepreneur wants some of it.  So bear in mind that behind every stated question by an investor is the unstated question, “What’s in it for me?”  Effective answers should be attentive to the investor’s interests and concerns.

Explicit questions about the investor’s interests might be worded:

 “How is my investment secured?” 

“How long before the company is in the black?”

“What is your competitive advantage?” 

“Let me see the financial projections.”

“What will you do with my money?”
 
Implicit questions about “what’s in it for me” might be worded in a variety of ways.  Some examples of questions and approaches to answers:
“Tell me about your management team.”  This question is not about biographies.  What does the investor want to know?  Is this team going to be effective in this endeavor?  Is it going to make him rich or lose his money?  Consider answers that demonstrate why this management team is the best one to preserve the investor’s money and marshal it to a lucrative end.  Is the management team invested in this deal?  Consider the terms of the management’s compensation from the investor’s perspective.  Will its fortunes rise or fall before or after the investors?  Is this deal raising money first for management salaries? 

“Who is your competition?”  Never say no one.  This answer implies tunnel vision.  Rather, identify those companies that the public might perceive to be competitors, and then briefly explain either niche differentiation or your ability to deliver faster, cheaper, better, or with an enviable barrier to entry, or a low cost/high margin solution.  If an investor is interested in your industry but finds your answers weak, s/he might consider investing in your competition!  Besides, “smart money,” – investors who know your industry well - are testing your knowledge when they ask this question, and comparing it to their own.  Satisfied “smart money” investors do not have to do as much due diligence, and will often write a check sooner than investors outside of the industry.  Know what they know, about you, your competition, the market.  
“What is the structure of the deal.”  The investor wonders what he’ll be left with if the company’s potential is unfulfilled and the deal fails.  How attractive are the terms to the investor?  For example, what is the security of the investment, the use of funds, the seniority of the debt or equity, what are the interest payment terms?  Are there any tax write off advantages if he loses money?  Is his investment leveraged in any way, by the state, a grant, or other means.  The use of minimum/maximum funds raised will traverse what path to profitability?   Will the investor’s money pay salaries, buy assets or build inventory?  Does the state of incorporation protect the rights of investors?     

Naturally, entrepreneurs are optimistic about their future success; otherwise they wouldn’t be pursuing it!  Entrepreneurs are also ACCOUNTABLE for optimistic projections.  Written and verbal answers to investors ought to be delivered as though to the investor’s attorney, CPA, or banker, because sooner or later, they will be.  The bigger the deal, the longer the investor will spend on due diligence.  His research should mirror your research.  Verbs like, “believe, project, hope, anticipate, plan, expect” are to be expected in forecasting future business conditions.  Verbs like “will, promise, guarantee, know” could be construed, in retrospect by a disgruntled investor, as fraud or misrepresentation.  Also pay attention: the SEC holds entrepreneurs accountable BOTH for errors of commission (saying something that is false or misleading) and errors of omission (not mentioning something material to the investor’s decision making process).  Obvious examples of omission include suits against the company or members of the management team.  Less obvious examples might include “sweetheart” deals with friends and family of the management team for products and services targeted as a use of investor funds.  It is more appropriate to disclose this before you take a check, rather than afterward. 
By the time you are ready to approach investors, your company should have developed a due diligence file of documents about your own company that investors are likely to want to see.  By developing a logical list of “who, what, when, where, why, how” questions for these files, and prepping your management team on the appropriate responses to them, your company will convey an impression of knowledge, integrity, and full disclosure.

Sunday, December 25, 2011

Read Three Different Versions of the Ten Commandments in Exodus and Deuteronomy

The list of Ten Commandments is presented in three different stories.  Read below to note the differences.  Which version have you never heard?  Why?   The sections A, B, and C function as dividers since the wording is longer in some versions than in others.

Do some versions seem more primitive or more sophisticated?  Could this reflect the date of writing or the social development of the source? Why did the editors of the Bible include all three versions?  For clues, read the passages before and after these commandments.  How is Moses depicted?  Aaron? The Jewish population? How does God interact with the people?      




Exodus 20               

19:24  Yahweh told Moses, “come up again bringing Aaron with you.”
 ---------------------------------------------
20:  Then God spoke all these words.  (A) He said, “I am Yahweh your God who brought you out of the land of Egypt, out of the house of slavery. 

You shall have no gods except me.  You shall not make yourself a carved image or any likeness of anything in heaven or on earth beneath or in the waters under the earth; you shall not bow down to them or serve them.  For I, Yahweh your God, am a jealous God and I punish the father’s fault in the sons, the grandsons, and the great-grandsons of those who hate me; but I show kindness to thousands of those who love me and keep my commandments

You shall not utter the name of Yahweh your God to misuse it, for Yahweh will not leave unpunished the man who utters his name to misuse it.

(B) Remember the Sabbath day and keep it holy.  For six days you shall labor and do all your work, but the seventh day Is a Sabbath for Yahweh your God.  You shall do no work that day, neither you nor your son nor your daughter nor your servants, men or women, nor your animals nor the stranger who lives with you.  For in six days, Yahweh made the heavens and the earth and the sea and all that these hold, but on the seventh day he rested; that is why Yahweh has blessed the Sabbath day and made it sacred. 

© Honor your father and your mother so that you may have a long life in the land that Yahweh your God has given to you.
You shall not kill.  You shall not commit adultery. You shall not steal. You shall not bear false witness against your neighbor.
You shall not covet your neighbor’s house, wife, servant, man or woman, ox, donkey, or anything that is his.
 
Deuteronomy 5           
Listen, Israel, I stood all the time between Yahweh and yourselves to tell you of Yahweh’s words, for you were afraid of the fire and had not gone up the mountain.  He said: ---------------
(A) I am Yahweh your God who brought you out of the land of Egypt, out of the house of slavery.  You shall have no gods except me.  You shall not make yourself a carved image or any likeness of anything in heaven above or on earth beneath or in the waters under the earth; you shall not bow down to them or serve them.  For I, Yahweh your God, am a jealous God and I punish the fathers’ fault in the sons, the grandsons, and the great-grandsons of those who hate me; but I show kindness to thousands, to those who love me and keep my commandments.  
You shall not utter the name of Yahweh your God to misuse it, for Yahweh will not leave unpunished the man who utters his name to misuse it.
(B) Observe the Sabbath day and keep it holy, as Yahweh your God has commanded you.  For six days you shall labor and do all your work, but the seventh is a Sabbath for Yahweh your God.  You shall do no work that day, nor your son nor your daughter nor your servants, men or women, nor your ox nor your donkey nor any of your animals, nor the stranger who lives with you.  Thus your servant, man or woman, shall rest as you do.  Remember that you were a servant in the land of Egypt and that Yahweh your God brought you out from there with mighty hand and outstretched arm; because of this, Yahweh your God has commanded you to keep the Sabbath day.
© Honor your father and your mother, as Yahweh your God has commanded you, so that you may have long life and may prosper in the land that Yahweh your God gives to you.
You shall not kill. You shall not commit adultery. You shall not steal. You shall not bear false witness against your neighbor.
You shall not covet your neighbor’s wife, house, field, servant – man or woman- ox, donkey, or anything that is his.
These are the words Yahweh spoke to you when you were all assembled on the mountain.  He added nothing, but wrote them on two tablets of stone which he gave to me. 6: These then are the commandments, the laws and customs which Yahweh your God has instructed me to teach you that you may observe them in the land which you are going to make your own.  Thus, if you fear Yahweh your God all the days of your life, and if you keep all his laws and commandments, you will have a long life, you, and your son, and your grandson.
Exodus 34                 
32:  Yahweh spoke to Moses, Go down now because your people whom you brought out of Egypt have apostasized…Leave me, my wrath shall blaze out against them and devour them; of you however, I will make a great nation… Moses pleaded. Yahweh relented. Moses made his way down the mountain with two tablets.. Aaron had allowed them to lapse into idolatry with enemies all round them.  Moses threw down the tablets, broke them, burned the calf they had made, grinding it into powder.  Yahweh said to Moses, Cut two tablets of stone like the first ones and come up to me on the mountain, and I will inscribe on them the words that were on the first tablets, which you broke.  ----------------------------------------
(A) 34:14:  You shall bow down to no other god, for Yahweh’s name is the Jealous One; he is a jealous God.  Make no pact with the inhabitants of the land or, when they prostitute themselves to their own gods and sacrifice to them, they may invite you and you may consent to eat from their victim; or else you may choose wives for your sons from among their daughters and these, prostituting themselves to their own gods, may induce your sons to do the same.
 You shall make yourself no gods of molten metal.
(B) You shall celebrate the feast of Unleavened Bread; you shall eat unleavened bread as I have commanded you, at the appointed time in the month of Abib, for in the month of Abib you came out of Egypt.
All that first issues from the womb is mine: every male, every first-born of flock or herd.  But the first-born donkey you must redeem with an animal from your flocks.  If you do not redeem it, you must break its neck.  You must redeem all the first-born of your sons.  And no one is to come before me empty-handed.
For six days you shall labor, but on the seventh day you shall rest, even at plowing time and harvest.
You shall celebrate the feast of Weeks, of the first-fruits of wheat harvest, and the feat of Ingathering at the close of the year.
Three times a year all your menfolk must present themselves before the Lord Yahweh, the God of Israel. 
When I have dispossessed the nations for you and extended your frontiers, no one will covet your land, if you present yourselves three times in the year before Yahweh your God.
You must not offer the blood of the victim sacrificed to me at the same time as you offer unleavened bread, nor is the victim offered at the feast of Passover to be put aside for the following day.
You must bring the best of the first-fruits of your soil to the house of Yahweh your God.  You must not boil a kid in its mother’s milk.  ----------------
Yahweh said to Moses, “Put these words in writing, for they are the terms of the covenant I am making with you and Israel.”  He stayed there with Yahweh for forty days and forty nights, eating and drinking nothing.  He inscribed on the tablets the words of the Covenant – the Ten Words.




Match the Biblical Men and Women's Names with their Meanings


Bible Stories for Grown Ups:  Matriarchs and Patriarchs



               Names                               Match #        Meanings    

1
Aaron
14,15
Bitter(ness) 
2
Abraham
16
Drawn Out or Son of
3
Dinah
18
Ewe
4
Esau
2
Father of Multitudes
5
Hagar
5
Flight
6
Isaac
7
God Hears
7
Ishmael
4
Hairy
8
Israel
8
He Who Fights with God
9
Jacob
10
He Who Opens
10
Jephthah
12
He Will Add
11
Jesus
9
Holder of the Heel (or Supplanter)
12
Joseph
3
Justice
13
Leah
6
Laughter
14
Mary
19
Princess
15
Miriam
11
Salvation
16
Moses
17
Small or humble
17
Paul
13
Weak eyed, weary
18
Rachel
1
Unknown
19
Rebecca
19
Captivating
20
Sarah



Review Questions                          Answer Number

Who killed his daughter?               10

Who nearly killed two sons?         6

Who was struck white with temporary leprosy?      15

Who was raped?                             3

Who were imprisoned?                  12, 17

Who were sold into slavery?         12,  5?

Who were given to other men by their husbands?  19, 20

Who tricked his father?                  9

Who was tricked by his father-in-law and his sons?  9