C
HAPTER
1
Keys to Successful Investing 1
What Are the Basic Items to Look
for in a Business Proposition? 2
1. The Numbers Should Be
Properly Presented 2
2. The Deal Must Make Lots of Money 3
3. The Acid Test of a Deal Is Management 4
4. The Situation Should Be Unique 7
5. The Proposed Venture Should Be Oriented
Toward the Market 8
6. The Deal Must Have an Exit 9
It’s Not an Investment, It’s a Partnership 9
Prepare a Written Summary Before You
Begin to Invest 10
What Are You Investing In? 11
Who Is Your Contact at the Business? 11
Summarize the Business Situation 11
Who Is the Management Team? 12
What Are They Selling? 12
How Much Money Are They Raising and How
Much Are You Considering Investing? 12
Is There Any Security for Your Investment? 13
x C o n t e n t s
How Will the Money Be Used? 13
What Is the Past Financial Performance? 13
What Are the Projections? 14
How Will You Cash Out? 14
How Much Can You Make? 14
What Do You Like About This Situation? 15
What Do You Dislike About This Situation? 15
What Does A Summary Look Like? 15
Company 15
Type of Business 16
Company Summary 16
A Second Summary 18
Company 18
Type of Business 18
Company Summary 18
What Makes It Exciting? 20
Some Words about Franchising 22
Sound Concept 22
Well-Financed Franchisor 22
How Does the Franchisor Make Money? 22
Good Relations 23
Summary—Quick Standards
of Venture Capital Investing 23
C
HAPTER
2
Analysis of Management 27
The Study of Entrepreneurs 28
Characteristics of Entrepreneurs 30
Need for Achievement 30
High Need for Autonomy and Power 31
High Degree of Self-Confidence and Need
for Control 32
High Tolerance for Ambiguity 32
Need to Assume Only Moderate Risk 32
C o n t e n t s xi
High Degree of Determination 33
High Degree of Resourcefulness 33
Sense of Urgency 34
Knowing What Is Real 34
High Level of Energy 35
Mental Stamina 36
Strong Communications Skills 36
High Degree of Integrity 37
Seeking Partnership Status 39
Seeking Fair Play 39
How We See Entrepreneurs 40
How We Make Judgments 41
Analytical Approach to Evaluations 42
Interviewing Entrepreneurs 43
Be Prepared 44
Clear Mind 44
Conducive Environment 44
Be an Effective Listener 45
Keep on Your Toes During the Interview 45
Types of Interviews 46
Document Your Work 46
Assessment of Entrepreneurs 47
Intellectual Effectiveness 49
Work Approach and Style 50
Personal Relationships 50
What Venture Capitalists Look
for in Entrepreneurs 52
The Entrepreneur’s Individual
Characteristics 52
Experience of the Entrepreneur 54
Characteristics of Small Business
Managers versus Entrepreneurs 55
Conclusions on Entrepreneurs 57
Developing Background Information 57
Personal References 58
xii C o n t e n t s
Business References 58
Credit Reports 60
Private Investigations 60
Psychological Assessment Tests 61
Written Information 61
Information from the Entrepreneur 63
Local People 64
Public Information 64
Customers 64
Investors 65
Employees 65
Management Team 65
Organization Structure
and Decision Making 66
Documentation 66
Strengths and Weaknesses 66
Final Judgment 67
C
HAPTER
3
Reviewing Personnel
and Compensation 69
How Is the Company Organized? 69
Corporate Organizational Chart 70
Officers and Directors 71
Stockholders 72
Characteristics of Management 72
How Are People Compensated? 73
Employee Compensation 73
Compensation System 74
Pension Plan 76
Profit-Sharing Plan 77
Bonus Plan 77
Stock Option Plan 78
Other Benefits 79
C o n t e n t s xiii
What Employment Contracts Exist? 80
Employment Contracts and Special
Compensation Arrangements 80
Noncompete Agreements 81
Nondisclosure Contracts 81
What Is the Workforce Structure? 82
Unions 82
Work Stoppage 83
Training Program 83
Morale of the Workforce 83
What Personnel Records Are Maintained? 84
Maintaining Internal Records 84
Payroll Records 84
Employee Books and Manuals 85
Reports from the Personnel Department 85
Hiring Procedures 85
Motivating Employees 86
Personnel Files of Management 86
Employee Litigation 86
Regulatory Agencies 86
Personnel Consultants 87
Other Employee Benefits 87
Health Insurance 88
Summary 88
Major Strengths and Weaknesses 89
Ratio Analysis 89
Checklist 90
C
HAPTER
4
Analysis of Marketing and Sales 91
Who Are the People Who Market
and Sell? 91
Personnel 92
Salesperson Analysis 92
Outside Representatives 93
xiv C o n t e n t s
Motivation 93
Termination of Employees 94
What Are They Selling? 94
Products 94
Product Descriptions 95
Seasonality of Products 95
Product Literature 96
Product Development 96
Who Buys the Product or Service? 96
Customers 97
Contracts with Special Customers 97
Loss of Customers 98
Customer Complaints 99
Order Backlog 100
Customer Credit Approval 101
Customer’s Credit Terms 101
Disputed Invoices 101
What Is Said to the Customer? 102
Public Relations 102
Advertising 102
Formal Advertising Program 103
Advertising Budget 103
Questions for the Advertising People 103
What Is the Marketplace
for the Product or Service? 104
Market Size 105
Competitors 105
Market Growth 106
Market Information 106
Substitutes in This Marketplace 107
Marketing Objectives 107
Marketing Strategies 107
How Is Price Determined? 108
Pricing Policies 108
Pricing Process 109
C o n t e n t s xv
Price Changes 110
Product Warranty 110
What Internal Reports Are Made? 111
Marketing Reports 111
Sales Projections 112
Procedures Manuals 112
What External Information Is Available? 113
Industry Associations 113
Trade Shows 113
Trade Publications 114
Basic Information 114
Ratio Analysis 114
What Are the Strengths
and Weaknesses? 115
Conclusions on Marketing 116
Checklist 116
C
HAPTER
5
Investigating Production 117
The Facility 118
Plant Moves 119
Equipment 119
The Need for New Equipment 120
Surplus Equipment 122
Capital Expenditures 122
Production Capacity 123
Production Employees 123
Motivating Employees 124
Unions 125
Retirement Plans 125
Staff Meetings of Production People 126
Regulatory Agencies 126
Subcontracting Work 127
Inventory 128
xvi C o n t e n t s
Quality Control 129
Production Costs 129
Production Levels 130
Back to Capacity 130
Strengths and Weaknesses
of the Production Process 130
Purchasing Process 131
Suppliers 132
Receiving 132
Shipping 133
Customer Service 134
Research and Development 135
Research and Development Strengths
and Weaknesses 137
Basic Information 137
Production Reports 137
Ratio Analysis 137
Conclusions About Production 139
Checklist 140
CHAPTER 6 Analysis of the Financial Statements
and Projections 141
Personnel 141
Analysis of the Numbers 142
Financial Analysis 142
Cash Flow Analysis 145
Analysis of the Balance Sheet 146
Budgeting and Control 148
Past Financings 148
Past Bank Financings 149
Entrepreneur’s Investment 150
C o n t e n t s xvii
Entrepreneur’s Ownership 151
Participation with Other Investors 151
Use of Proceeds 152
Projections 153
Basic Information 155
Ratio Analysis of the Financial Statement 155
Profitability Ratios 155
Liquidity Ratios 156
Leverage Ratios 156
Cash Ratios 157
Financial Reports 158
Conclusions on the Financial Area 158
Checklist 158
C
HAPTER
7
Reference Information 161
Corporate Identification 161
Corporate Structure 162
Management Questions 163
Stock Questions 164
Professional References 167
Questions for Bankers 167
Other Institutional Lenders 168
Questions for Accounting Firms 169
Questions for Lawyers 171
Suit Settlement 172
Questions for Insurance Agents 172
Questions for Landlords 173
Questions for Manufacturers’
Representatives 174
Questions for the Advertising People 175
Questions for Suppliers 176
Questions for Customers 176
xviii C o n t e n t s
Questions for Competitors 178
Questions for Subcontractors 178
Credit Information 179
Conclusions on Reference
Information 179
CHAPTER 8 Negotiating the Deal
and Commitment Letter 181
Pricing the Deal 181
Risk/Reward 181
Removing Risk by Structure 182
Return on Investment 183
Types of Deals 184
Using Probability 185
Probabilities and Deviation 186
Return 187
Return to Investor 188
Present Value 188
Internal Rate of Return 189
Net Present Value 189
Investor’s Standard 190
Commitment Letters 190
1. Terms of the Investment 191
2. Collateral and Security 195
3. Conditions of the Loan 198
4. Representations 204
5. Conditions of the Commitment Letter 208
An Investment Memorandum 209
1. Terms of the Investment 210
2. Collateral and Security 211
3. Conditions of the Investment 211
4. Representations 211
C o n t e n t s xix
5. Conditions of the Commitment 211
Other Items 211
Conclusions About the Commitment
Letter 212
CHAPTER 9 The Legal Closing 215
First Type of Closing: Loan with Options 216
Document One: The Loan Agreement 217
Document Two: The Note 223
Document Three: The Stock Purchase
Option 223
Other Documents: Exhibits 224
Simple Is Good 225
Second Type of Closing: Legal Documents
for the Purchase of Stock 226
Stock Purchase Agreement 226
Lawyers as Investors or Business
Owners 229
Experienced Lawyers Are Best 230
Procedures for Reviewing Documents 230
Legal Fees Keep Going Up 231
How Lawyers Run up Your Legal Bill 232
Disagree on Legal Points 232
Rewrite Sections 233
Research Points of Law 233
Legal Style 233
Arguments 233
Syndications and Lawyers 234
The Closing: A Moment of Truth 235
Last-Minute Changes 236
Closing Fees 236
What to Remember About Lawyers 237
Documentation 238
.............
发帖
雷达卡
233870.rar
(2.28 MB, 需要: 8 个论坛币)
本附件包括：
加JingGuanBbs
京公网安备 11010802022788号
论坛法律顾问：王进律师
知识产权保护声明
免责及隐私声明
提升卡
置顶卡
沉默卡
变色卡
抢沙发
千斤顶
显身卡
