Primary and Secondary Markets

Securities markets play a crucial role in the financial ecosystem by enabling capital allocation and investment. These markets are broadly categorized into primary and secondary markets. While both markets facilitate the buying and selling of securities, they serve different purposes and involve distinct participants. Understanding their functions, processes, and impact is essential for investors, corporations, … Read more

Prehistorical Finance

In the beginning of our story there was the homo putans (the thinking human being), the first prehistorical human who began to analyze and control his environment, in other words to think. First, he lives alone with his family, assuming alone the daily tasks necessary for his survival. He hunts, builds and maintains his home, … Read more

Parley – Talks – Powwow

The Parley or the pre-contractual stage is a phase preceding the negotiation of a contract. To prepare for the successful conclusion of a contract, two parties can enter into talks in two different ways: either informally informal talks or formally formalized talks. The difference between these two modalities depends on the contract and the co-contracting … Read more

Offer and Acceptance

The offer must be precise and complete, it may be tacit, implied or express and can not be withdrawn before the fixed date or a reasonable period of time. Acceptance is adherence to the precise content of the offer, it may be tacit or Express. Silence, in principle, is not worth accepting. However, silence may … Read more

Mezzanine Financing

Mezzanine Financing or Mezzanine Capital refers to subordinated debt or preferred equity securities that often represent the most junior portion of a company’s capital structure, but that is still senior to the company’s common equity. This form of financing is often used by an issuing company seeking to finance its Initial Public Offering on the stock market and by private equity investors to … Read more

Letter of Intent – L.O.I.

Definition A Letter Of Intent L.O.I. or LOI is different from a term sheet because whether binding or not, it expresses consent to certain terms, whether preliminary or not, and its structure is formatted as a letter. Common in sophisticated commercial or financial transactions, a LOI outlines the terms of a deal a party proposes to the … Read more

Legal Engineering Tool: The Ownership Loop

From a legal standpoint, the owner is way too often liable of many things unknown to him or her. On several occasions, I have been consulted to know how to avoid owner’s liability. This is the reason why I invented what I first called the “Triplet” before realizing that the structure herein described could count … Read more

Is your company ready for an I.P.O. Initial Public Offering?

This question is always a topic of discussion among the various actors of and around the company, from the entrepreneur to the investment bankers, going through lawyers, auditors, accountants etc… Many of these actors, basing their argument on the listing requirements, believe and will want the entrepreneur to believe the issuing company has to meet … Read more

Investor’s Moods

Abstract from Investment Madness by John R. Nofsinger In order to operate in the financial markets, it is crucial to understand the investor’s psychology. Every human being is influenced primarily by his perception of things at a given moment. Human memory stores some images of this perception, even if it is imperfect, altered by emotions … Read more