Essentials of Corporate and Capital Formation

Essentials of Corporate and Capital Formation

by David H. Fater

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A simple and effective guide to the mechanics of finance and corporate structure

Corporate structure and finance has become complicated in today's times and even more so by the current market turbulence. Essentials of Corporate and Capital Formation enables you to decide on the appropriate structure by which to form a business, identifies capital raising alternatives, and supplies sample documents to comply with applicable state and federal securities laws.

  • Explains ways to form a business and finance it
  • Reveals how to avoid securities laws pitfalls
  • Practical terms and examples of the necessary mechanics of finance and corporate structure
  • Helps analyze the decision to "go public" and provides pointers on operating a public company

With coverage of private equity, public markets, mezzanine debt, common stock, debt vs. equity, and much more, Essentials of Corporate and Capital Formation shows entrepreneurs and business managers how to identify the ways to structure a business entity and raise the necessary capital in the appropriate form with a minimum of disruption and assistance from outside advisors.

Product Details

ISBN-13: 9780470590027
Publisher: Wiley
Publication date: 12/22/2009
Series: Essentials Series
Sold by: Barnes & Noble
Format: NOOK Book
Pages: 331
File size: 15 MB
Note: This product may take a few minutes to download.

About the Author

DAVID H. FATER is the founder and CEO of ALDA&Associates International, Inc., a business and financial consulting company specializing in providing assistance to companies related to financing, strategic planning, restructurings, mergers and acquisitions, and operations. In addition, he is the Chairman, President, and CEO of Vicor Technologies, Inc., a public medical diagnostics company, where he is responsible for overseeing the planning, direction, finance and management of the company including research and development, clinical trial activities, and business and product development.

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Table of Contents


About the Web Site.


1 Corporate Structure.



Limited Partnerships.

Limited Liability Companies.

Operating Agreement.




2 Initial Capital Formation.


Other Forms of Straight Debt.

Convertible Debt.

Mezzanine or Hybrid Debt.


Common Stock.

Preferred Stock.

Convertible Preferred Stock.

Mandatory Redeemable Preferred Stock.



3 Finding the Capital.

Are There Really Angels in Heaven?

Venture Capital.

Private Placements.


4 Pitfalls.

Regulation 506 D: Areas of Opportunity and Uncertainty.

Subscription Documents.

Investor Count.

Risk Factors.

Offering Documents.

Form D.

Placement Agents and Finders.

Romanian Raise.


5 Public Markets: Are They Right For You?

What It Means to Become a Public Company.

Benefits and Opportunities.


Decision to Go Public.

Advance Planning.


6 Entering the Public Markets Conventionally.

Formal Process: Underwriting.

Who Gets Involved?

Underwriting the Offering.

Selecting the Underwriters.

Beauty Contest.

Working with the Underwriters.

Registration Process.

Due Diligence.

Filing and the SEC.

Completing the Offering.



7 The Public Markets—Other Issues.

Reverse Merger (Shell Game).

Transaction Process.



Pump and Dump.

Taking Appropriate Precautions.

Making the Shares Trade.

Operating a Public Company.


8 Exit Strategies.

What Is an Exit Strategy?

Role of Management.

Entrepreneur versus Executive.

Determination of Goals and Direction of the Company.

Evolution of Executive Concerns.

Development of the Strategic Plan.

Why Is Strategic Planning Important?

Real Exit.


Historical Financial Statements.

Quality of Earnings.

Meeting with the Auditors.

Forecasts and Projections.

Structuring the Deal.

Allocating Purchase Price.

Financial Covenants.

Debt Repayment Schedule.

Reporting Requirements.

Management and Administration.

Transaction (Closing).


9 Success In the Real World.

Formation Process.

Capital Raising.

Capital Sources.

Going Public.


About the Author.


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Essentials of Corporate and Capital Formation 5 out of 5 based on 0 ratings. 1 reviews.
AndrewLubin More than 1 year ago
Finally - a business book that is both interesting AND accurate! First-time author but long-time executive David Fater's book covers all the essentials needed in business today: from incorporating to raising funds to going public, Fater walks the budding entrepreneur through the minefields of business and gets him or her pointed in the right direction. "Entrepreneurship is about taking risk," Fater so accurately starts his book, and in today's cut-throat financial environment, the successful entrepreneur learns how to minimize that risk. How to best run your business - as a corporation, an LP, or an LLP? How to find money - and not lose control of your dream? Does one go public - can one go public? While the answer to each question depends on what are the entrepreneur's goals, Fater describes the pros and cons of these and other equally important questions in a remarkably relaxed and readable style. This book should be required reading in any reputable B-School, as well as any SCORE, SBA, or state economic program catering to start-up businesses. Well Done !!