

Loan in Bad Faith / Mala Fide
A loan in bad faith refers to a situation where a lender provides a loan to a borrower knowing that the borrower is unlikely to


The IPO Process – The Initial Public Offering Process
An Initial Public Offering (IPO) is a complex process that involves several steps and requires careful planning and preparation. The following are the general steps


Criteria to become an Expert
It should be noted that not only is the definition of the word Expert unclear, as noted in my previous articles on the subject, but that the criteria vary considerably from one branch of activity to another.


The Benefits of an Initial Public Offering
Marc Deschenaux is the founder and managing partner of Deschenaux & Partners LLP. Throughout an illustrious career, he has been involved in 169 IPO’s and more than 240 private offerings.


2019 IPO Market: Better Than the Headlines
The long-awaited debuts of mega unicorns Uber and Lyft were mega busts, capped off by WeWork’s kamikaze IPO attempt in September. But beyond these headline-grabbing


Private Financing
SHARES OF STOCK ISSUES I. GENERAL RULES AND CLASSIC FINANCING METHODS An entrepreneur or a company is looking to raise capital to undertake a project.


IPO Allotment
IPO Allotment is a process where the “registrar to the offer” with the help of a lottery system finalize the process of allocating the IPO


Pass-Through Securities
A pass-through security is backed by one or more income generating assets. A servicing intermediary collects the monthly payments from the issuer/s and, after deducting a fee, remits or passes them through


Par Value Stock vs. No-Par Value Stock: An Overview
A share of stock in a company may have a par value or no-par value. These categories are both pretty much a historical oddity and


Work for Hire
In almost all jurisdictions, a work made for hire (work for hire or WFH) is a work created by an employee or a subcontractor as


The Wagons Theory applied to Initial Public Offerings (I.P.O.s)
As discussed in my previous article “Is your company ready for an I.P.O. Initial Public Offering ?”, the main barriers preventing an IPO to happen


The Theory of Objects (a Summary)
The Theory of Objects was born from the conception of object-oriented programming but its use expanded from computers to business analysis in general thereby giving


The Costs of the Deal
Many businesspeople come to me to ask me help them close multimillion and sometimes multibillion deals. They are broke but in their mind, this is


The Securities Subscription Agreement
Definition The Subscription is a form of purchase agreement that differentiates itself from the classic purchase and sale agreement of securities, because it creates said


The Securities Brokerage Network
A company was just transformed into a Securities Issuer by Deschenaux Hornblower & Partners, LLP who prepared a Private Offering Memorandum describing its securities issue


Roadshow
The Roadshow is a presentation organized by an issuer of securities and the syndicate of brokers and investment banks underwriting an issue of securities, aiming


The Power of One or the Definition of Genius
This is a true story, just as it happened. In these times, Mohamed and I were spending our time in the Noga Hilton –today called


The Multilevel Brokerage Network
The Multilevel Brokerage Network is a very different kind of multilevel marketing network because there is only one sale of product or services from the


The Matching Funds Process
The investment analysis, due diligence and selection processes tend to be long and expensive. These are the reasons why many investors try to avoid those


The Jurist or Non-Bar Lawyer under Swiss Law
The Definition of the word Jurist The word Jurist is of Latin origin: iuris, “right”. According to the spirit of Roman law, the jurist is


The Idea
Il a des idées sur tout, mais il a surtout des idées. Coluche He has ideas over all, but overall he only has ideas. Coluche


The Domino Effect
A domino effect or chain reaction is the cumulative effect produced when one event sets off a chain of similar events. The term is best known


The Cycle of the Action
Every action produces a reaction and a result which in turn produce repercussions. The child throws the ball (action) which pushes the air (reaction) which


The “simple” Solution to Inflation
Which currency is stable over time and not subject to inflation? None. The reason why is simple: Every currency is: A borrowing tool for the


Term Sheets
A Term Sheet is a non binding document outlining the terms and conditions of a transaction, a contract, or of an offering. A Term Sheet


Story for understanding music Neighboring Rights
Sequel to my article: Story for understanding music Copyrights As the music score is only the dna of a music work, Mr. Composer Author and


Story for understanding music Copyrights
First, let’s understand authoring rights: Mr. Composer Author married Ms. Lyricist Author and thus they became the Co-Author couple. They made a half a baby:


Stock Quote Solidity and Breakpoint
When one sees a stock quote, especially when one possesses this stock, one always thinks that this price applies to its entire participation. Besides, is


Stock Swap
When we organize the initial public offering of a foreign company in the United States, we usually need to make the foreign company become a


Secret, Confidentiality, Non Disclosure
The Secret originates from the law, either as attributed to a profession, then it will be called Professional Secret or as attributed to those who


Smart Contract
The smart contract is a small computer application simulating the operation of a contract: The manifestation of reciprocal and concordant wills, materialized by several valid


Relative Amount – Part 1: Probability Index
Principle The purpose of financial projections is to estimate the future performance of a particular issuer using the necessary assumptions in order to prepare the


Recognize a Manipulator
excerpt from Isabelle Nazare-Aga’s book “The manipulators are among us“. I have been hesitating a long time to publish an article where more than 80%


Private Equity Investment:
Where is the Exit, please?
Most entrepreneurs write their business plan as a shopping list and a description of how they intend to build their project. Except for themselves and


Private Equity Secondary Market (Private Equity Secondaries or Secondaries)
In finance, the private equity secondary market (also often called private equity secondaries secondaries) refers to the buying and selling of pre-existing investor commitments to private


Private Equity
In finance, private equity is a type of investment where the investor participates in the ownership of the company contrarily to a creditor or debt


Private Distribution of Securities
The distribution of shares of stock, of bonds or of any other sort of securities can be done in a private or public manner. Everywhere


Primary and Secondary Markets
In the medias, many inepties are told about primary and secondary stock markets. When reading that, one can easily imagine that they are different markets


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


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


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


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


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


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


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


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