From my vantage point as a practicing securities lawyer who both defends executives from investor and government securities cases and also assists companies in raising private capital and in taking their companies public, I believe that a perfect storm is present in our society for which no warning bell sounds. I wish to impart my knowledge in book form to alert entrepreneurs and the business community to the legal dangers inherent in seeking capital from investors and arm them with a strategy to successfully navigate their companies through these dangerous waters.
The perfect storm has three facets. The first part of the storm is the ready-availability of social media mechanisms and other low-cost electronic communications media, which make information readily available and enables a large portion of society to communicate instantly to the entire social-media-connected world. The information age does not come with warnings that one should be careful in communicating with others about one’s investment needs and offers.
The second facet of the storm is the fallout from the Great Recession, which has forced many people into becoming entrepreneurs and small business owners for the first time in their lives as a means of personal financial survival. A veritable tsunami of new business formations has hit our country.
The third facet of the storm is that this tsunami of newly minted companies is often managed by newly minted entrepreneurs lacking any knowledge of the highly-regulated capital markets that they are forced to turn to to finance their companies, since bank financing is not generally available. And that only addresses the case of start-up company owners. The message and tools of Capital for Keeps also applies equally to real estate entrepreneurs who typically gather investors together to finance real estate acquisitions but are ignorant of the legal risks of such endeavors. Such transactions involve the same legal considerations from the capital raising standpoint. However, no book exists that warns of the dangers of the application of the securities laws to their transactions and how their litigation risk can be minimized.
Thus, my compulsion for writing Capital for Keeps is that I know that the buzz-saw effect of the securities laws will be applied to this unknowing generation of entrepreneurs–the regulatory risks and consequences are entirely unknown to them and no one warns them. Great financial and reputational damage and potential jail time lurks under the waves of this perfect storm, which is obscured by the general (and mistaken) belief that people can fund their companies by tweeting to the internet.
However, the storm can be weathered with the guidance and insights of my twenty-four years of concentrated legal experience. Capital for Keeps highlights the legal risks associated with raising capital and the consequences of doing it incorrectly, recommends planning and consulting with experienced professionals, and provides insight on how to successfully navigate the dangerous seas while limiting litigation risk.