Why pretend Facebook is a sure thing?

By rickColosimo / February 4, 2011 /

Dear NY Times, Please stop writing about corporate finance. Nobody who worked on this article appears to know anything about securities laws, corporate finance, reasons companies go public, or how to read past issues of this paper. Securities laws: Facebook is subject to the same fundamental law as every other company: Rule 10b5, which says…

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Do you track liquidation scenarios in your startup?

By rickColosimo / February 1, 2011 /

Fred Wilson has had a series of posts relating to M&A transactions, generally revolving around case studies. This one on ChiliSoft describes how certain features embedded in the capitalization table (liquidation preferences and floating price warrants), coupled with being acquired for shares rather than cash led to a seemingly dramatic erosion of value for the…

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What do I “do” with due diligence?

By rickColosimo / August 9, 2010 /

Here’s a recent post by Rick Colosimo in the Five-Minute General Counsel series on due diligence, with an even shorter short form due diligence request list than our own investor-based due diligence list. One question we haven’t answered here yet is: what is the point of all this? Well, investors/acquirors have three main risks to…

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NOLs can be hard to understand

By rickColosimo / February 23, 2009 /

Net operating losses, or NOLs, accumulate when a business has tax losses in a given year rather than profits. They are typically carried back to earlier profits but may be accumulated in as carry-forwards for up to 20 years. Sirius, after recently merging with XM, has an unfortunate asset: accumulated NOLs of about $6 billion.…

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