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
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.
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.
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.Tuesday, December 27, 2011
Tiny House Furnishings
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 décor, 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.
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| You can enlarge this photo by clicking on it |
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…,”
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”
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.
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.
SCAM: “Now or never”
Overall:
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).
D r. 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.
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.
“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.
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.
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.”
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.
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.
----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:
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 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 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 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 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?
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?
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Exodus 20
19:24 Yahweh told Moses, “come up again bringing
Aaron with you.”
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20: Then God spoke all these words. (A)
He said, “I am Yahweh your God who brought you out of the
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.
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Deuteronomy
5 (A) I am Yahweh your God who brought you out of the 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 © 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.
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Exodus 34 32: Yahweh spoke to Moses, Go down now because your people whom you brought out of (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 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
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Match the Biblical Men and Women's Names with their Meanings
Bible Stories for Grown Ups: Matriarchs and Patriarchs
Names Match # Meanings
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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
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