Blog: I’ve been thinking…

Private Equity

I’ve been thinking…Just what is meant by the term, Private Equity? The term private equity refers to a pool of capital in financial markets that is privately owned versus publicly owned.  Private equity is also a form of financing used […]

A Deep Dive on Direct Listings

I’ve been thinking…What is a Direct Listing? There are four principal methods for a private company’s shares to trade in the public markets: (1) sell shares to the public through a direct listing process, (2) sell shares to the public […]

A Deep Dive on the Buyer Due Diligence Standard of Care and Custom and Practice in a M&A Transaction and on the Focus of Buyer Due Diligence in a M&A Transaction

I’ve been thinking…What are the buyer due diligence standard of care and custom and practice in a M&A transaction and what is the focus of buyer due diligence in a M&A transaction? DUE DILIGENCE STANDARD OF CARE AND CUSTOM AND […]

A Primer on Buyer Due Diligence in a Merger & Acquisition (M&A) Transaction

I’ve been thinking…Just what is the meaning of buyer due diligence in an M&A transaction? Buyer due diligence in an M&A transaction is the investigation process performed by the buyer and its advisors to reasonably understand, among other things, the […]

A Deeper Dive into Preferred Share Rights in Venture Capital-Backed Firms (VCBFs)

I’ve been thinking…Why do VCs use preferred share rights in negotiating investments in a VCBF? Investing in securities of a startup firm is extremely risky, and the VC funding model has developed a set of strategies that seeks to reasonably […]

A Primer on Pre-Money Value in Venture Capital-Backed Firms (VCBFs)

I’ve been thinking…Just what is the meaning of Pre-Money Value in a VCBF? Pre-Money Value in a VCBF is a measure of value at the time of an investment round.  This measure differentiates between value before and after a particular […]

A Primer on Employee Stock Ownership Plans (ESOPs)

I’ve been thinking…Just what is an ESOP? An ESOP, or Employee Stock Ownership Plan, is a unique, tax-favored employee benefit plan that can be used as an acquisition financing technique in a highly structured M&A transaction designed to provide liquidity […]

A Deeper Dive into High-Yield Debt

I’ve been thinking…Just what are Restricted Payment Baskets and how do they work? In my experience, investors in high-yield debt use a set of negotiated covenants to protect their investment without unreasonably restricting the ability of the debtor to successfully […]

A Primer on Loan Covenants

I’ve been thinking… Just what are loan covenants? In my experience, the nature and extent of loan covenants in a commercial loan are fact-specific and are spelled out in detail in a so-called loan agreement, which is a legal document […]

A Primer on Special Purpose Acquisition Companies (SPACs)

I’ve been thinking…Just what is a SPAC? A SPAC, or Special Purpose Acquisition Company, is a new company formed by an experienced team of executives (called a Sponsor), whose sole intent is to raise equity funds through an IPO to […]