I recently saw a website advertisement entitled, “Startup Financing Docs.” This ad was apparently soliciting business owners – both actual and hopeful – who were looking to raise capital from individuals and venture capitalists. Its luring message was something along the lines of “download actual PPM that raised $20 million from individuals and VCs!” I thought, how impressive that sounds. What was more impressive was its discount-like price of ‘under $100.’ Assuming a user is confident in his or her prospective investors’ ability and willingness to capitalize the project, this might sound almost like buying a guaranteed-to-win lottery ticket. The investment cost for such a form was barely noticeable in contrast to the huge returns its use promised to bestow on the business owner.

I didn’t have to perform much research to see this mirage for what it was. This offer to sell a business owner a form legal document (at any cost) for the purpose of raising capital seemed analogous to a cardiac surgeon’s offer to sell to a heart attack victim in need of a bypass a scalpel that was previously used in another open heart surgery. Even if the patient were able to perform the surgery on himself, he certainly wouldn’t want a used tool.

Documents used in capital-raising efforts and securities offerings are similar to the surgical tool. One size certainly does not fit all. Each situation is unique, and one certainly does not use the tool on oneself. Not only does every transaction deserve the individual attention of someone whose assessment of the situation is independent of the business owner’s, it requires that attention. Surely, banks and their attorneys attend to every detail in preparing mortgages and other loan documents necessary to secure the bank’s interests, as well they should. Similarly, a business owner must use all available resources to carefully prepare for and execute any transaction, but especially raising money from investors. It may be worth $20 million.

Jon A. Schmaltz

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