Victor Lang’s Post

Do you know your add-ons from your bolt-ons and your tuck-ins from your roll-ups? Get a breakdown of the different types of transactions here:

It’s time for another edition of #OrumOdes — shouting out the amazing partners, vendors, and products that we at ⚡ Orum.io ⚡use and love. Today our ode is dedicated to Discern a “compliance operating system.” 🎉 Discern brings huge innovation to an area that SORELY needed it: all the paperwork, annual filings, tax thresholds, and dozens of other gremlins 👹 that pop up in the various jurisdictions where a company does business. 🇺🇸 The rules and the timeframes for all this can vary widely across states. 📏 Historically, businesses have used what’s called a Registered Agent to track all this…and frankly, it’s just not a good experience. 😡 There’s no technology. 📮 There IS a lot of snail mail. 🐌 They’re just plain inefficient. 🐢 As Discern points out, the two largest U.S. Registered Agent companies are both more than 100 years old. 🧓 Discern completely revamped this space, rebuilding the Registered Agent function through a technologist’s lens. 💻 It’s the first digital-first Registered Agent service in 50 states: You get any notices via email, clear invoices with one billing cycle for simple reconciliation, and an at-a-glance dashboard. ✨ Discern automates all this monitoring and filing — including annual reports, franchise tax, filing of registrations in other states, and more. Now, I know this might not sound super exciting to some, 😏 but I can tell you as a founder: It IS. When you’re trying to focus on your people and your product and your culture, it is BEYOND frustrating to keep getting sidelined by tasks like audited financials and out-of-state tax filings. 😤 In fact, if you don’t have a good system in place, it’s a one-way ticket to feeling overworked and overwhelmed. 🎟️ Discern is that great system. 🥳 It streamlines workflows, clarifies these financial line items, and ensures no one has to visit a Secretary of State website to see if we’ve crossed the number-of-customers threshold for paying a certain tax in Texas. ☺️ Discern gives us back time, energy, and peace of mind ✌️ so Team Orum can focus on our core mission: building a better financial system for all. 🏗️ #finance #startups #orumodes

SEBI: DIRECTS REFUND OF SME IPO MONEY, UNCOVERS MALAFIDES IN OBJECT OF ISSUE SEBI, while dealing with an unusual and unprecedented situation involving a Draft Red Herring Prospectus (DRHP/Prospectus), directs Trafiksol ITS Technologies Ltd. (Noticee - providing intelligent transportation systems and automation solutions for traffic and toll management projects) to refund the money paid by the investors, to whom equity shares were allotted in the Initial Public Offering (IPO) of Ekadrisht Capital Pvt. Ltd. (company), which were proposed to be listed on the SME Platform of BSE; SEBI directs the listing of shares pursuant to IPO to be kept in abeyance on account of a complaint received one day prior to the date of listing, and observes that - (i) the IPO involved fresh issuance of 64.10 lakh equity shares of Ekadrisht Capital which were oversubscribed 345.65 times, (ii) post the closure of the issue and allotment of shares, a complaint was received by SEBI and BSE from “Small Investors Welfare Association - SIREN” (Complainant/ SIREN) in respect of the IPO, alleging that the objects of the IPO included purchase of software valued at Rs. 17.70 cr. from a vendor which had questionable financials and failed to file its annual financial statements with the MCA; Accordingly, scrutinizing the credentials of the Third-Party Vendor (TPV), whose quote was relied upon by the Company in the prospectus, SEBI rules that, “The TPV is a ‘shell entity’...the Company has conspicuously failed to provide a single credible justification for engaging such an entity in the first place. Moreover, The Company relied on a sham entity and participated in a cover-up when the credentials of the TPV were being examined. As the saying goes, “Oh, what a tangled web we weave, when first we practice to deceive,” and this case exemplifies it perfectly.”; Further, the Regulator rejects the Company's defence that it merely forwarded documents provided by the TPV to BSE without verifying their authenticity and states that the funds of the investors who have been allotted shares in the IPO have remained locked-in for 3 months, hence, the most prudent course of action is to direct the Company to refund the money raised through the IPO; In conclusion, SEBI directs BSE to oversee the refund process, directs the Company to take appropriate steps for cancelling the shares which have been transferred and states that, “Once the money is credited to the bank account of the applicants, the depositories are directed to transfer the shares of the Company which have been allotted pursuant to the IPO, to a separate demat account opened in the name of the Company”; SEBI order also specifies that "Other aspects of the investigation, including the role of the Merchant Banker, are being dealt with in separate proceedings. This matter is being addressed independently, given the critical urgency arising from the fact that investors' funds have remained locked in for more than two months pursuant

You might be making these common term sheet mistakes, and it could cost you your funding! While a term sheet isn’t legally binding, it’s a pivotal document that can significantly impact your business if you’re not careful. A term sheet is NOT a guarantee of funding. It’s just the beginning. The real negotiations happen when you sign the definitive agreements. Let’s break it down Confidentiality clause: Most term sheets include a legally binding confidentiality clause. Once signed, it restricts you from sharing any information about the terms with outsiders. Breaching this can lead to serious legal issues and harm your reputation. Exclusivity (No-shop clause): If this clause is in your term sheet, it locks you into negotiations with a current investor, preventing you from seeking better offers. While it shows commitment, it can limit your options, so tread carefully. Binding language: Be wary of sections that outline specific financial commitments or conditions. If you don’t meet these obligations, you could face legal consequences. For instance, if the term sheet specifies payment structures, failing to comply could lead to trouble. Negotiation terms: Pay close attention to pricing, repayment schedules, and timelines. These terms can become binding later, so make sure you fully understand what you’re agreeing to. Don't rush—review every clause, ask tough questions, and negotiate if something doesn’t sit right. Your startup's success depends on it!

#Startup101 What are the rights of shareholders?   In terms of the Memorandum of Understanding and the Companies Act of 2008 shareholders have a right to a vote for every share held, a right to distributions of profits when declared i.e. dividends and the right to distribution of any value left in the business after it has been wound up.   Shareholders (and holders of any securities in the company) also have the right to inspect and copy a number of documents including:   1) The company’s MOI and any amendments to it; 2) Records relating to the company’s directors; 3) Reports to annual meetings and annual financial statements; 4) Notices, minutes and resolutions of annual meetings and communications of shareholders and directors; 5) the securities register of a company.   Security holders include mortgage bond, notarial bond holders and surety holders i.e. your bank, holders of debentures and secured loan accounts.   It is for this reason that you want to think carefully before awarding shares to persons, including employees in employee share schemes.    Bringing on new shareholders, investors or creating an employee incentive scheme? We can help. #startuplaw #companiesact #commerciallaw #techlaw

Qualified Small Business Stock (QSBS) is one of the best individual tax benefits available today. Under current tax law, the IRS provides a $10,000,000 capital gains exclusion under Section 1202 of the US Tax Code. To learn more, view our QSBS Guide here: https://lnkd.in/gM_4UXmW #QSBS #VentureCapital #Founders #StartUp #WealthManagement --- The material provided is for informational and educational purposes only. Adero Partners does not validate material not produced by Adero Partners; sources are cited and links provided. Any opinions expressed do not directly reflect those of Adero Partners. This material does not represent advice, a recommendation or solicitation to buy or sell any specific securities or investment. Adero Partners is an advisory firm registered with the Securities and Exchange Commission (“SEC”). SEC registration does not imply a certain level of skill or expertise.

Startups in India must know this

Deal Structure Decoded: Unveiling the Nuances of Asset vs. Stock Purchase Understanding deal structure is crucial in protecting your startup's value and mitigating potential risks during the M&A process: Asset Purchase (Buying the Bricks, Not the House): • What's Included: The acquirer buys specific assets like intellectual property, patents, trademarks, technology, and potentially some physical assets (equipment, inventory). Liabilities may not be assumed by the acquirer. • Benefits: Allows you to retain control over certain assets (e.g., company name, unused intellectual property) that may hold future value. Additionally, you might avoid taking on unknown liabilities from the target company's operations. • Considerations: Tax implications can be complex, depending on the specific assets being transferred. Negotiation is key to ensure the most valuable assets are included in the deal, maximizing your return. Stock Purchase (Taking Ownership of the Whole): • What's Included: The acquirer purchases all or a majority stake in your company, essentially acquiring ownership of everything - assets, liabilities, intellectual property, and ongoing business operations. • Benefits: Simplifies the sale process and can potentially lead to a higher overall purchase price compared to an asset purchase. The acquirer assumes full responsibility for integrating your company and managing any existing liabilities. • Considerations: Potential for inheriting unknown liabilities. Extensive due diligence is crucial for both parties to fully understand the financial and legal landscape of the target company. Actionable Tip: Consult with legal and financial advisors early in the M&A process to determine the deal structure that minimizes risk and maximizes your startup's value. Consider factors like tax implications, liabilities, and the future plans of the acquirer for your team and product. Stay tuned for the next installments, where we'll delve deeper into valuation metrics, the intricacies of due diligence, and strategies for successful negotiation.

£3m revenue, £1.6m EBITDA. That's not a bad business. And what's better is they are looking for a backer (PE or Debt) to acquire the business from the founder in a very friendly, structured MBO. Now live on DealDirect and also looking for legal and tax support for the deal. These deals only happen because of our incredible 22,000+ community of non-executives, who bring off-market transactions to their peers. What a community we have built! Now to get thus deal funded and supported. See https://lnkd.in/eha-9Zxq or DM me for a demo of the platform. Steve Benson Garrick Bruce Mike Critchley #DealDirect #OffMarket #DealFlow #LegalSupport #Tax #PE #Debt

In an interview with Smart Company, BDO Corporate Finance Partner, Gemma Lynam, lists some top tips for founders looking to exit or sell their business. She says that thorough preparation is crucial in addition to strong financials, diverse revenue, and solid management teams, and adds: “A buyer’s due diligence process will always pick up any quick fixes that are not sustainable, particularly those relating to revenue and profit margins." “There’s no advantage in presenting a great looking company to a buyer, when it becomes evident during the due diligence process the presented information or performance is not naturally sustainable.” Read the full story: https://lnkd.in/emdNJR5J