Taken Your Company Public

Taking a Company Public
and Corporate Strategies Manual

eBook Published by Princeton Corporate Solutions, LLC
Table of Contents
How To Use This Book............................................................................................................... 5 CHAPTER 1: Can You Go Public?............................................................................................. 6 CHAPTER 2: Setting Up a Corporate Structure......................................................................... 8 Its More Than Just Taking Your Company Public................................................................ 11 Globalizing Your Company Its You Against the Machine.................................................. 12 Take a Company Public? Youre a Tasty Treat for Wolves..................................................... 13 Hiring a Corporate Attorney................................................................................................. 16 CHAPTER 3: Taking a Company Public: The Step-by-Step Process in Plain English.............. 19 Corporate Structuring Process............................................................................................... 19 Viral Publicity Campaign. ...................................................................................................... 20 Corporate Structuring Process, continued. ............................................................................. 20 Find a Corporate Consultant................................................................................................. 22 Find a very solid corporate consultant............................................................................... 22 CHAPTER 4: Become a CEO Who Can Make a Difference .................................................... 23 Things to Do......................................................................................................................... 23 Pick an industry niche and submerge yourself.................................................................... 23 Join the top 20 industry special interest groups and get involved at every level.................. 23 Post articles about your industry, and run a blog to generate traffic to your website.......... 24 Submit how-to videos demonstrating your expert capabilities.. ...................................... 24 Put out press releases about you and new projects............................................................. 24 Make yourself available for expert panel participation...................................................... 24 Getting Attention From Executive Recruiters........................................................................ 25 Get on boards of directors and advisory boards.. ............................................................... 25 Becoming the Executive You Want to Be .............................................................................. 26 CHAPTER 5: Regulation D Private Placement Memorandums and Investor Solicitation........ 29 CHAPTER 6: Preparing to Go Public and Post-Public Investor Relations Power.................... 32 Current Financial State of the Company. ............................................................................... 32 Corporate Infrastructure. ....................................................................................................... 32 C-Level Executive Pedigree.................................................................................................... 32 Strategic Alliances ................................................................................................................ 33 Team Facilitating the IPO ..................................................................................................... 33 Pre-Public Share Price and Anticipated IPO Price.................................................................. 33 Post-Public Investor Relations............................................................................................... 33 What Is in an Investor Relations Campaign?......................................................................... 34 Post-Public Acquisition Strategy............................................................................................ 34
CHAPTER 7: Making Your Stock Grow Fast........................................................................... 37 Solid Corporate Infrastructure. .............................................................................................. 37 Well-Pedigreed C-Level Executives........................................................................................ 37 Growth Through Acquisitions............................................................................................... 37 Strategic Partnerships............................................................................................................ 38 Solid Viral Publicity Campaign.............................................................................................. 38 Expert Panel Position in Media. ............................................................................................. 38 White Hat Email and Newsletter Announcements................................................................. 39 Market Maker and Broker Cooperation and Activity............................................................ 39 Growing With Acquisitions................................................................................................... 39 CHAPTER 8: How to Succeed With a Public Shell Merger...................................................... 41 Corporate Infrastructure. ....................................................................................................... 41 What to Watch Out for in Buying Shells................................................................................ 43 Avoid Pink Sheets.................................................................................................................. 43 Check for Liens..................................................................................................................... 43 Free Trading Shares............................................................................................................... 43 Pump and Dump................................................................................................................... 43 Post-Public Needs.................................................................................................................. 44 Angry Shareholder Liquidation. ............................................................................................. 44 CHAPTER 9: Global Expansion.............................................................................................. 46 Corporate Infrastructure. ....................................................................................................... 46 C-Level Executive Pedigree.................................................................................................... 46 Scalable Corporate Concepts................................................................................................. 46 Domestic Strategic Alliances.................................................................................................. 46 Proper Online Viral Presence................................................................................................. 47 Expert Panel-Worthy PR. ....................................................................................................... 47 Expansion Process and the Realities...................................................................................... 48 Is Your Service Needed in China?.......................................................................................... 48 Distribution Alliances............................................................................................................ 48 Local and Federal Level Support. ........................................................................................... 48 Difference in Business Ethics and Practice. ............................................................................. 49 Evaluating Strategic Partners (3 sets of books). ...................................................................... 49 Local Research Contacts. ....................................................................................................... 49 Take Your Company Public................................................................................................... 50 Plug-in Business Models ....................................................................................................... 50 Many Chinese companies feel more comfortable dealing with a public entity. .................. 50 Chinese companies desire to go public. Most of them go for the OTCBB Growth............. 50
CHAPTER 10: Advanced Corporate Strategies........................................................................ 51 Winning Is Temporary, Annihilation Is Permanent:............................................................... 51 Corporate Strategists Speak................................................................................................... 51 Many Will Strive But Few Will Succeed in Achieving a Power Position ................................ 52 Using War Strategies to Eliminate Competition..................................................................... 54 Competition Control and Deconstruction. ............................................................................. 57 Do You Have a Corporate Playbook?. ................................................................................... 58 Analyzing Body Language and Micro-Expressions................................................................ 60 Applying Competitive Pressure Points................................................................................... 61 Do You Have the It Factor?................................................................................................. 63 CHAPTER 11: What Every Business Plan Must Have . ........................................................... 65 CHAPTER 12: Investor Relations, Crisis Management and Corporate Publicity: Propaganda Warfare. ................................................................................................................ 68 The Superior Execution of Establishing Influence.................................................................. 71 Investor Relations Scammers and Pump-and-Dump Chumps................................................ 73 Claiming Ground: The Offensive in Corporate Expansion.................................................... 76 Corporate Publicity and the Necessary Element of Emotion.................................................. 79 Power and the Pyramid of Influence...................................................................................... 80 The Road to Corporate Power ............................................................................................. 84 Crisis Management Done Properly ....................................................................................... 85 Corporate Disinformation and the Roadblock Chaos Strategy.............................................. 88 Controlling Movement Is the Beginning of Controlling the Mind. ......................................... 91 Carry a Big Stick? No, Carry a Steel Club!............................................................................ 92 Corporate Strategies: Chaos With an Agenda ....................................................................... 94 Crisis Consultants, Economic Scalpers and Chaos Machine Guns ........................................ 95 The Road to Public Markets . ............................................................................................... 98 CHAPTER 13: The Art of Executive Interrogation: How to Hire the Right Executive Every Time......................................................................... 101 CHAPTER 14: Pre-IPO Investing: The Unrivaled Profit Center with Minimal Access........... 104 CHAPTER 15: Final Words of Advice: The CEO Is the New Governor................................. 107 CHAPTER 16: Resources. ....................................................................................................... 109
How To Use This Book
Think of this book as a situations template handbook for companies that are going public or expanding. This manual offers step-by-step formulas for topics such as going public, investor relations, globalizing a concept, troubleshooting underperforming stock, corporate structuring and much more. It provides quick strategy templates for the most common occurrences of the going-public process; when a situation arises the reader will have the full solution method under one, easy-to-find heading. These procedures have been used by industry gurus who charge top dollar for their consulting services and, when applied properly, they can work miracles for your business. We have made every effort to make available the most up-to-date and compliant methods but local, state and federal statutes and regulations are everchanging and evolving so check with your legal counsel before implementing these or other concepts into your working business model.
CHAPTER 1
Can You Go Public?
Companies decide to go public for many different reasons: expansion, need for capital, exit strategy, acquisition facilitation, globalization, etc. What are the real advantages to going public? First, lets go over the disadvantages. Your life becomes an open book and as an executive your spending habits and failures will be a matter of public information with your annual and quarterly filings. Youll be accountable to shareholders. Youll have a board whose main interest is the company and the shareholders; not you or your need for a new luxury car, financial bonus or a quick loan from the company that was once possible and easy when your company was a sole proprietor entity. You need trading volume and without it your stock is worthless and your company becomes a blind, deaf, mute, quadriplegic (a bit extreme but you get the point). The advantages are numerous if your company is ready for the public realm. With a solid trading volume, minimal dilution of stock, solid executive management, an active board of directors, powerful strategic alliances and the ongoing advice of a strategies consultant, your company can expand globally, identify and grow through acquisition and subsidiary mergers, and purchase entities and services with stock to retain cash flow. Banks and other institutional lenders will make more funding solutions available. Your exit strategy is built-in and turn-key.
The most successful public companies have a few common themes built into their infrastructure. They have recruited a proven and tested CEO, CFO and COO with professional pedigrees and track records who are recognized in the industry and media, and will bring with them a strong following of partners and solution mechanisms that will typically yield instantaneous, empirical results on behalf of the company. The board of directors is restructured so that major industryenhancing components are represented such as industry niche legal, financial, distribution, domestic and international. Each of these board members will put their contact portfolio to work for your company for immediate and long-term growth and stabilization. One other aspect that all prosperous public entities have is a strategies consultant who keeps everything in line. Also referred to as a fixer, this professional will typically stand in the background constantly analyzing every aspect of the company for weak points and correcting them. Whether it be a lazy board member, potential acquisition, CEO not pulling his/her weight, potential legal issues, etc., this strategist has a keen eye and typically a massive contact base that, when put into place, can correct virtually any situation quickly and seamlessly. Going public is a great strategy for the right organization. Having all your ducks in a row pre- and post-public is the key to a successful offering and public markets longevity.
CHAPTER 2
Setting Up a Corporate Structure
Whether you are a private, public or pre-IPO corporation the same rules apply when setting up a company structure conducive to globalization and scalability and attracting the right alliances and service contracts. First you will need a solid CEO, CFO and, depending on the size of your company, a COO. Many times the company founder needs to step back and let a professional, well-pedigreed CEO take control of the expansion. Dont allow your company to be another cautionary tale. A founder full of pride and limited pedigree will absolutely take his/her company down. Which is more important, your company or stimulating your ego? If your ego comes first then throw in the towel now because youll never make it in todays tumultuous economic environment. Deciding on a CEO can be difficult considering the applicable skill set that the individual must have. In addition to a proven track record for success, the second most important criterion is the contact portfolio the executive is bringing into your company for expedient growth via strategic alliance possibilities, political/ legislative contacts, established inter-industry vendors and executives, and of course, the ability to raise funds. Do a Google search and have an investigator do a background check. Make sure the CEO candidates have solid credit scores as this is an easy telltale sign of how they will manage your company. If they look reckless
on paper, theyll be reckless in person. For the CFO you should do the same but also make sure that they have experience with forensic accounting, Forms 10-K and 10-Q, annual and ongoing internal auditing. Once your executive lineup is in place its time to put together your board. The pedigree of the executive lineup will dictate the type of board members you attract. Always pick an odd number of members to avoid stalemates when critical issues need to come to a vote. Board members expertise should cover at least the following areas: legal, financial, industry expert #1, industry expert #2, CEO/ founder. The average small or medium-size company has five board members. Leave room for funding sources such as Venture Capital, Private Equity, or large angels who want a board position in order to manage their investments. Board member compensation is typically a combination of restricted stock and exercisable options. Each member must be put through the same qualification process as the C-level executives and held to the confines of a solid contract which defines their position in detail. Leave nothing up to the obvious or subjective translation. Beneath your board of directors youll want an Advisory Board. This group is similar to the BOD in some ways but very different in others. AB members are typically professionals actively trying to increase their professional pedigrees and appeal, to eventually qualify to be a full-fledged BOD member. These professionals will typically be compensated with restricted stock and will serve as the person to fill the void when issues pertaining to their particular skill set are needed. AB members are also a group to pull free services from and are often the workhorses Taking a Company Public
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for the BOD members who are setting up internal expansion or audit groups. Next you need to reach out to complimenting entities for strategic alliances. These companies or individuals will enter into a mutually beneficial relationship for co-op advertising, collective contract negotiation, contact sharing, BOD and AB sharing, and liberal referral of sources and clients. Strategic alliances are often detailed as contractual obligations for board members, advisory board members and C-level executives. This should also carry over to general employee tasks as well; at the weekly or quarterly meetings it is crucial that new strategic alliances are identified and facilitated. Small and mid-size companies often overlook the importance of the legislative side of business, but large corporate survivors always have this in place. You will most likely need a corporate strategies consultant to put this piece together as it requires a very specialized skill set and absolutely must be done properly for optimal affect. Your goal here is not to meet the figurehead of a political interest such as a senator or member of Congress. Instead you must get to the root of the power. Youll need to get on the side of the political lobby, special interest group or individual whose funds and influence dictate the outcome of the figureheads election. These are the true keys to the political kingdom. The politician is the individual who puts a face to the cause of these organizations and supports the issues that he is guided to enforce. These are just a few of the mandatory prerequisites of creating a solid foundation for a company built to last. There are several other intricacies to the formula but in general, the above offers a solid point of entry. Taking a Company Public
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Its More Than Just Taking Your Company Public
15. Post-public subsidiary mergers and acquisition identification and solutions 14. Post-public acquisition identification and facilitation solutions 13. Corporate & product/service publicity using TV and radio expert panel interviews to promote the knowledge of executive, build corporate brand and get trading symbol out to the masses. 12. Powerful post-public investor relations solutions by partner companies to create market and build stock value and trading volume 11. 15c211 filing by our market maker selection, FINRA trading symbol achieved 10. S1 Filing and comments by our legal team
1. Board of directors selection
2. Board of advisors selection 3. C-level executive selection and qualification
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Here is what your company will look like after a Princeton Corporate Solutions Overhaul
4. Strategic alliance identification and facilitation 5. Pre-public expansion strategy identification and facilitation
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6. Business plan authoring 7. Private placement memorandum authoring (if needed)
9. Third party audit
8. Investor referral program
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Globalizing Your Company Its You Against the Machine
There is a system in place for globalization. In order to expand you need to become part of the system. There is no organized group of puppeteers controlling your economic fate and for any obstacle in your path there is a solution. Economics and international expansionism combine formula and contacts. The formula part of the equation is a process of corporate structure and strategic organization. The contact piece comes into effect by having the corporate structure and strategy in place. Seems like an illogical spewing of pointless doubletalk but let me explain. First, the formula for globalizing your company is: board of directors and advisory board recruitment and qualification; CEO, CFO and COO recruitment; strategic alliance build-out; pre-public valuation, modest fundraising, third-party audit (PCAOB), S1 filing, 15c211 Filing; Trading Symbol issued, investor relations; then finally, growth and globalization funded via monetized public securities. The second part of this process is use of contacts. Key people in your company need to collectively gather their contacts and put them to work. Board members, advisers and C-level executives need to pin a map to the wall and place tacks in the geographic locations in which your contacts are represented. Then carve up the map like a cake. Go to work setting up strategic alliances for distribution, legal representation, legislative contacts, promotional partners, etc. The objective here is to create mini-structures throughout these locations in a way that has strategy and is synergetic to both your contacts and your team of executives and board members.
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A quick note to company founders who will be responsible for putting this plan in motion: Find a consultant who specializes in strategic planning, globalization and IPO (initial public offering) facilitation. This person will guide you through the process. Believe me, these consultants are expensive but worth their weight in gold. They will help you recruit the proper pedigree of executives, board members, advisers and initial strategic alliances in a straightforward and expedient manner. Why reinvent the wheel and complicate things? An amateur entering into this world is like a baby trying to doggy paddle across a shark tank; its just a matter of time until the predator sniffs out the prey and then all bets are off. Globalize your product, service or franchise opportunity fast and easily with the proper team, structure, formula and contacts.
Take a Company Public? Youre a Tasty Treat for Wolves
So many companies make gargantuan mistakes that are irreversible when it comes to fundraising. Whether youre taking a company public, finding an attorney to file your S1 or using a consultant to write a Private Placement Memorandum to raise capital, you need to know that you are a tantalizing snack for industry wolves. Companies seeking these services with ill-informed executive decision makers often fall prey to predatory consultants who have no intention of fulfilling the services they are being hired for, and couldnt do so if they wanted to. Upstarts and fast talkers who call themselves business consultants may be nothing more than resellers of a service provider who is a boilerplate, template-driven organization without the contacts or know-how to facilitate an IPO, S1 or PPM.
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Youll be pulled in by their promise of delivery, mechanical jargon, their grasp of the technical intricacies and polished use of terminology. But buyer beware! Nine out of every ten consultants that Ive come across dont know the difference between a reverse merger and a direct filing or Regulation D Rule 504 and Regulation D Rule 506. Even worse, new or wannabe S1 facilitators often confuse a DPO with an IPO, and in the end the client, who doesnt know what questions to ask, is left with a structure they cant capitalize. I received a request from an organization that wanted to go public at a time when my schedule was completely booked. I referred the transaction -- writing an IPO for the potential client -- to a lawyer whose office was near the client and who had been calling me for months to get a project. Soon I saw the PPM she authored; it was all wrong. She had convinced the client to go with a DPO (direct public offering) instead of an IPO. A DPO requires dealing with state regulators, and wasnt the right fit for the company. I should have checked out the lawyers knowledge before I referred her. If youre looking for a real consultant who can actually come through with the solutions or expansion strategies, stay away from the pushy sales-oriented organizations. Its better to hire a consultant that you have to call three times to get through on the phone, and then tries to talk you out of moving forward. This consultant is testing you and your dedication to your company and project. The best consultants start out with, OK, tell me about your business and what are you trying to accomplish? Theyll ask about your C-level executives, investor exit strategy, product and service intricacies, marketing plan, three-year projections,
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strategic alliances in place, board of directors and more. Your response to these questions will help the strategist formulate a plan to set up a structure that works. Stay away from broker types who love your business and dont or cant poke holes in your corporate structure, expansion strategy, board of directors or other elements of your business. On another note, walk away from those who try to disguise their true lack of comprehension with tech talk. They are just trying to distract you from the fact that they dont have a clue as to what they are doing. There are so many distraction techniques. Also, watch out for services that simply author business plans and Private Placement Memorandums without running through your exit strategy scenarios. Sorry to be the bearer of bad news, but accredited investors are not impressed with quarterly and annual dividends. They want to know when they will get their money back, the risk and the return. General authoring services will typically have no strategies capabilities and they are almost always working from templates. Use a service provider that can take you from point A to point B either all in-house or with a solid team that is outsourced per specialty, with the lead consultant remaining the head coach and conducting the process all the way through. Keep them accountable. Dont set yourself up to be the monkey in the middle of a pass the blame game.
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Hiring a Corporate Attorney
There is a frustrating misconception that is rampant among the entrepreneurial. The notion that you hire an attorney based on rate and claimed area of expertise is beyond ludicrous and absolutely laughable. Attorneys just throw technical jargon at you, look down their nose at you and name their rate, and like a chump, you just pay it because after all, who are you to argue? This chapter will tell you exactly who you are when talking to an attorney for services. First, retain your attorney before you are in a crunch. As a business owner youll most likely go to a contracts attorney to get your paperwork reviewed for loopholes and verbiage. Get referrals from friends and colleagues and compile a list of candidates. Now make a list of questions that youre going to go over with them. The theme of the questions and the timing are important for optimal effect. Establish a playing field. Attorneys are used to running the conversation and the last thing that they are expecting is for the client to actually have a solid grasp of what they want. Read over his or her bio (usually on the website) and look over any groundbreaking cases in which he was key in securing a victory on behalf of the client. If hes not a litigator look into how active he is in publishing case law concepts or other professional expert status identifiers such as TV, radio or podcast interviews. Does he sit on the board of any prestigious organizations? What has he done to add an exclamation mark to his law niche, and what makes him the latest and greatest the industry has to offer? What makes this attorney the best choice for you? If he doesnt seem willing to step up and sell himself, walk out. Dont waste another second in that office; if you hire this lawyer, you will regret it when its Taking a Company Public
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time to use his services because he will fail. If the candidate answers promptly and you like what you are hearing, continue with the inquisition. Lawyers usually love to talk about themselves so get them to talk about the types of industries they serve. The key here is to find out the type of client base they have. This part is important because youre going to ask them about client retention and what they do to enhance the corporations in their client base. Im talking about strategic alliances. If the attorney truly serves all those companies and has been in the industry for many years, you as the new client would expect introductions to his client base for mutually beneficial and profitable relationships. One thing I know about attorneys who deal with businesses is that the bad ones only want to hear from you when you have a problem or crisis because then they get to charge premium dollar and they dont have to do anything but file paperwork or make a couple of calls and hold on to the rest of the retainer. Good attorneys will keep up phone communication with you during the good and bad times and they will make introductions and help you get to that next level so they can start charging you premiums. There is nothing wrong with that because good attorneys are worth their weight in gold, and by keeping up good communication youll be able to avoid making bad decisions that lead to legal issues. Your lawyer should be providing a lot more than just legal navigation. He should be like a referral hub on steroids. Demand that type of service from your corporate
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attorney and accept nothing less. If your attorney is lazy during the good times they will be lazy in the bad and youll be the one to suffer. You dont want a calm, laid back lawyer. He should be cool and collected but constantly spouting off introductions and strategic partnership opportunities. Never hire an attorney without these qualities in mind.
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CHAPTER 3
Taking a Company Public:

The Step-by-Step Process in Plain English
If youre looking to get your company public, and listed on the OTCBB, NYSE, and/or NASDAQ, here are some basic things you need to know.
Corporate Structuring Process

1. C-Level Evaluation
First of all, youll have to do some corporate structuring. Your C-level executives must have decent educational and professional pedigrees so they can pass due diligence.
2. Board of Directors Evaluation

Your board of directors needs to have an evaluation done. If you dont have a board, one should be elected. Each member of the board should have something solid to offer in the form of strategic alliances, financing contacts, or other key elements the business needs.
3. Strategic Alliances
The third thing would be structuring strategic alliances with other companies and bringing them in to peg your business model to increase distribution. You can then piggy-back off their publicity and team up on various ventures.
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Corporate Structuring Process, continued

4. Strategic Business Plan
Next is to put together a strategic business plan that breaks your intentions down into steps and includes any financials you might have. For financial projections, go out about three years. This is sufficient for private investors and private equity funds youre seeking in your preIPOs.
5. PPM to Sell Equity Legally

Break down the amount your company needs to raise, and divide it into shares. With these figures as a basis, create a Private Placement Memorandum (PPM) to help you sell equity in your company and stay within SEC guidelines.
Viral Publicity Campaign
Once your structure is in place, the next thing you need to do is create a streamlined publicity campaign. It can be designed to go viral on the Internet by spreading through various social networks by doing a viral publicity campaign.
1. Encompass the Corporation

First, the campaign for publicity should focus on the corporation in general, by emphasizing the company name, the industry, and then breaking down the
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various products and services with individual campaigns.
2. Publicize Each Executive

A publicity campaign that wraps around each executive demonstrates to the public, potential investors, and inter-industry contacts and alliances that these executives are indeed authorities in their specific fields of expertise. Viral publicity can be broken down into five major genres: Videos YouTube and those types of high-visibility video sites.
Social and News Bookmarks Unique Articles Articles written by various executives of the company offer a great way to raise their profile and show leadership in the industry. Press Releases These brief announcements are great outlets for talking about what your individual executives and your company are doing as well as announcing new projects, products and services. Podcasts You should have your videos stripped down from the audio content and put into podcasts. You should also consider hiring a voiceover specialist to read your articles and press releases and put them into podcasts, as well.
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Find a Corporate Consultant
Find a very solid corporate consultant.

The corporate strategies consultant should specialize in getting companies geared up to go public, and packaging the company in a way thats conducive to raising capital in a streamlined, steady, yet simultaneously rapid manner.
A consultant should provide:

Lawyers to file S1 Good lawyers can go to the comments stage and basically have everything wrapped up within 3 or 4 months. SEC-approved auditors These are also referred to as third-party peer review or peek-a-boo auditors. (For the OTCBB youll need a PCAOB auditor.) Market makers to file the 15c211 with FINRA. Investor relations contacts for the post-public campaign to strengthen your stock position and price in order to preserve both the short-term and longterm results of your share price. Publicist contacts The consultant should have several publicist contacts that deal with different types of media; newspapers, industry-specific journals, getting you on expert panels, and setting up radio and TV interviews, etc.
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CHAPTER 4
Become a CEO Who Can Make a Difference
Things to Do
Heres a quick list of things to do to become an expert in your field. You can grow your professional pedigree to make a name for yourself.
Pick an industry niche and submerge yourself.

First of all, pick an industry niche and get completely submerged in that industry. Get to know all the players, read all the books, magazines, articles, and press releases. Know everything you can about the industry.
Join the top 20 industry special interest groups and get involved at every level.
The next thing you want to do is to join the top 20 industry special interest groups, such as your industrys particular version of the chamber of commerce. Get involved at every level by volunteering for projects and tasks. Get elected to boards and committees; send out the groups email updates; head up projects; or whatever you can.
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Post articles about your industry, and run a blog to generate traffic to your website.
Gather all your knowledge and information about the industry and current events and write articles that are both fact-based and opinion-based to post on your blog or personal website. Your blog and website should feature your resume to start generating traffic. With frequently changing information and articles that reflect good insight, youll create a following of regular readers which will lead to invitations to become involved in industry groups.
Submit how-to videos demonstrating your expert capabilities.

Create videos about specific topics in your industry that demonstrate your expert status. Give good, solid advice. The video can be a PowerPoint presentation with a Camtasia voiceover. You can show these videos on your blog and at speaking engagements.
Put out press releases about you and new projects.

Issue a solid, well-written press release about every activity you get involved in within your industry. Always attach a picture of yourself and those youre working with. Most press release sites allow this.
Make yourself available for expert panel participation.

You should make yourself available and make contacts so you can be invited to
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participate on panels that discuss areas of interest in your industry. These panels, with handouts for the audience, will help spread your name and personal brand to an interested population. Eventually the media and industry niche organizations will start calling and thats when the magic happens.
Get on boards of directors and advisory boards.

With your contacts from industry groups, the media and your blog, seek opportunities to be appointed to board of directors and advisory boards for any or all companies or organizations. Board members often receive stock options, restricted stock and the like. In addition, these titles are great for building your resume, and reinforce your expertise and leadership.
Getting Attention From Executive Recruiters
The busier you are, the more executive recruiters will want you to fill board and executive positions. Its human nature to want what we cant or dont have. So an executive whos available and eager is a less desirable marketable asset than one who has published work, sprinkled how-to videos on the Internet and is intricately involved with the upper echelon powerbase in your industry niche. The greater your visibility, the higher your reputation as a key expert. Continue to raise your profile. Get your articles published in industry journals and the local newspaper. Make yourself available to television and radio news programs as an industry expert. Consult for free with industry blogs and websites with high traffic and public relations value. Work out a publicity deal in exchange
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for your efforts. But dont reveal everything; try to maintain an aura of mystery about you. Dont put personal information on social media sites; only use the Internet for professional self-promotion. What will begin to happen is first youll be asked to advise on transactions such as private company restructuring, then companies in the process of going public. Then youll be lobbied to take advisory board positions with public companies. After youve proven yourself an active and solid adviser and your name is associated with successful transactions youll begin to get the opportunity to serve on boards of directors for public companies starting on the OTCBB and eventually the NASDAQ and NYSE. Once youve established a pedigree with empirical evidence of strategy, contacts and the ability to work with a board for the short-term and long-term betterment of the company, open up the floodgates and let the offers come rolling in.
Becoming the Executive You Want to Be
For many professionals, entrepreneurs and business owners, their current intercompany and inter-industry position is a far cry from where they would like to be. What is the factor that thrusts some people and companies forward, and why are some straggling behind like desperate, obsolete room-size computers in a handheld PC world? Its actually quite simple and it all comes down to a decision: a decision to step up
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and dominate in a no-holds-barred, bare-knuckle fight to the finish. You need to be comfortable with the fact that not everyone will make it. Most of your colleagues and professional friends are not psychologically or professionally built to last, meaning they are not willing to do whatever it takes to get to that next level. Here is how its done: First, decide on what you want, who you want to be and where you want to go in your career. Second, surround yourself with people who have the characteristics youre seeking to acquire. Chances are, it will take several people to embody all of the characteristics you want in your future self, so find ten or more people to become associated with and see them as models. Dont just imitate the outward and obvious characteristics but absorb the aura of their overall presence (calm and collected, maybe even arrogant and rude at times). What are their hobbies and extracurricular interests? These interests are a contributing factor to who they have become. Next, determine to overcome any obstacles that stand in your way. Dump friends and associates who are not supportive as they will only hold you back. You should quickly sever ties with any and all counterproductive individuals and interests that keep you from achieving your goal. Every morning as youre getting dressed or brushing your teeth you should be putting on your psychological garb as well. Slip into the mindset of that person you want to be. Put blinders on your eyes so there are no distractions. Youll find that opportunities will seem to fall into your lap because you are willingly submerging yourself into
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a subculture that has worked for all of those around you who are living the dream that you will soon be part of. As you step into this new code of conduct and professional character you will begin to steamroll forward. Some people will be crushed under the wheel of your progress, but this is a natural part of evolution some people dominate and others submit. Use the element of arrogance, not in an artificial way seen in insecure people, but as a form of self-promotion. Begin to state your opinion on industry-specific blogs. Put out industry niche information videos on viral media sites. Bring Internet surfers to your blogs and videos with social and news bookmarking links scattered all over the web. Brand yourself as the god of your industry. Your opinion matters, and after others see your opinions and concepts enough they will begin to see these ideas as the norm. They will feel that up until now they have been misinformed and uninformed. You are the person on the cutting edge of your industry who has the information they need. As you build momentum, whatever you do, dont stop! As you gain traction in growing your own personal brand and subculture within the industry, you can take it one step further with articles and press releases submitted to global and high-profile directories and sites. This is just the beginning but you are on your way to absolute industry domination!
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CHAPTER 5
Regulation D
Private Placement Memorandums and Investor Solicitation
When the banks went broke, taxpayers bailed them out. Whos bailing you out of your business funding needs? Regulation D Rules 504, 505 and 506 may come to mind. This mechanism allows an exemption from SEC registration so that companies can raise capital via a Private Placement Memorandum (PPM). Reg. D is a popular fundraising exemption because it allows companies to raise capital from the public (friends and family) via private placement. Regulation D Rule 506 is commonly used because of its virtually unlimited fundraising potential (Rule 504 allows up to $1 million, Rule 505 allows up to $5 million and Rule 506 allows for any amount above $5 million). One damaging misconception that entrepreneurs have about using Regulation D to raise capital is that they can directly solicit the public for investment capital; this is not the case. In fact, the PPM is for insiders only and should not be offered to anyone outside of your immediate contact sphere. Failure to comply with this aspect of SEC regulation can shut your raise down before it even starts and, worse yet, it is something your competitors will use against you down the road. Dont be naive. When you raise capital youre telling your competitors one of two things; either youre growing and will become more of a threat and need the capital to expand, or youre in trouble. Competitors will use every angle to sucker punch
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you when youre down. Look past the fact that the SEC will shut down your raise immediately upon discovering your failure to comply with regulations (and rightfully so, these laws are put in place to protect consumers and bring order to a capital raise). Understand that your competitors are watching you. They are watching how youre raising capital, what approaches youre using for expansion, what banks and investors youre talking to for capital, and what methods youre using to communicate with investors, whether they are insiders or by direct solicitation to accredited strangers. Heres a potential scenario: Just as your capital raise is winding down and youre about to start spending some of that escrow cash, an anonymous call is made to the SEC (you wont find out until three months down the road that it was that kid you fired three years ago who is now working in the sales office of your largest competitor). Now the capital is frozen, investors are ticked off, and that PCAOB audit you had set up before your S1 filing is on hold because youre under investigation. Your problems are just beginning. A word to the wise: First, if youre using a PPM to obtain funding, do it the right way. Hire a professional and get legal advice so you comply with all laws and regulations. Second, keep a lid on it. Lets just say you follow all the rules and bring in capital from friends and family and you follow SEC law to every minute detail. When your competition finds out, if they are as cutthroat as most companies trying to survive
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in this economy, they will still drop a line to the SEC, attorney generals office and even the IRS, reporting some alleged irregularity. Theyll lie, and the government allows them to remain anonymous the entire time. You are guilty until you can prove yourself innocent, and the false allegations are just as damning as if you had taken the wrong approach to begin with. In this market, everyone is watching what competitors are doing. Watch your back and emphasize to potential investors the importance of privacy and secrecy. Follow the rules and keep your lips zipped. Dont let anything jeopardize your funding.
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CHAPTER 6
Preparing to Go Public and Post-Public Investor Relations Power
Current Financial State of the Company

Before going public, you should look at the current financial state of the company, how much debt you have, and any liabilities or potential lawsuits against the company. These should all be cleared up before you initiate the process of going public.
Corporate Infrastructure
Look into your corporate infrastructure and make sure its conducive to rapid growth and expansion. Plan for globalization; be sure international scalability is included in your business model.
C-Level Executive Pedigree

Keep in mind that the executives with your company must have a proven track record of success with companies that are in your current position. People who are investing in mutual funds or post-public financing options such as private investment in public equity (PIPEs) are going to look at the professional track records of your executive management team.
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Strategic Alliances
Strategic alliances for increased distribution and streamlined capacity are very important and so is your post-public acquisition strategy.
Team Facilitating the IPO

Establish a consulting team to help you facilitate the IPO process. If you try to make an initial public offering yourself, most likely youll miss important elements and do a less effective job. Market makers, broker dealers, OTCBB, IPO facilitation firms, globalization consultants and strategy consultants are typically good options for this team.
Pre-Public Share Price and Anticipated IPO Price

Before taking your company public, look at your pre-public share price, and realistically determine your IPO price. You will have a better idea of this when you start your audit and look at your corporate financials. You should also consult with a market maker, a corporate consultant, or a strategy consultant to help you establish a share price. You really wont know what the market will bear until youre actually public, but you should have a general idea before you initiate the process.
Post-Public Investor Relations

You should also put together a post-public investor relations strategy. Start with
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your pre-public strategy and back into your going-public strategy from there. You should always hire a professional for something as important as this.
Post-Public Acquisition Strategy

You need acquisitions and mergers because obviously you cant grow a public company organically.
What Is in an Investor Relations Campaign?
Post-public investor relations are crucial. Before going public, you should have a plan for making investors aware of your IPO and keeping investors informed through corporate updates. You should be working with an investor relations (IR) consultant or strategist during the S1 comments phase. That way when you have your public offering, youll be ready to go. There are seven general issues to consider in planning your investor relations program.
1. Corporate Publicity via Traditional Channels

You can obtain general corporate publicity through traditional channels, meaning getting your CEO, COO, or other executive management on expert panels on TV news, talk radio, newspaper interviews, inter-industry and industry-specific periodicals, as well as journal shows on television and radio. These talk shows should be targeting investors, accredited investors, penny stock traders or global stock traders to the Frankfurt Exchange, OTCBB,
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NASDAQ and New York Stock Exchange, etc.
2. Viral Publicity
You will also need strong Internet and social network publicity. Before investing in a stock, potential investors often initiate a general Google search on the company and its principals. Its essential that good information comes up in a viral capacity on MySpace, Facebook, how-to videos, unique article submissions and press releases. All these things contribute to the investors decision 1) to invest; 2) how much to invest; and 3) to buy-and-hold or invest as a day trader. Buy-and-hold investors are best, but day traders help create the daily volume trade.
3. Press Release Announcements

Press releases to the media can announce anything going on with your company from potential acquisitions, mergers, release of various products and services, expansion into international, regional or domestic arenas, new executives hired, strategic partnerships. All of these need to be announced with a press release and solid press release distribution.
4. Phone Room Market Creation Support

The next thing you need is a phone room to help you create the initial market for your stock. Not a boiler room with a bunch of guys calling and selling stock. Your phone room will create the market by contacting appropriate investors, market makers and broker dealers so they are aware of your stock.
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You are simply creating awareness.
5. Email Alerts to Opt-In Database

Obviously, during the S1 phase and even before you initiate your public offering phase, you will most likely have an opt-in email base of clients, strategic partners, and investors. You should constantly send email alerts to them, and give them first crack at your press release announcements, article submissions, and various viral publicity sign-ups. Get them on your Twitter, MySpace, and Facebook pages, etc.
6. Expansion
Expansion should occur organically, but as an obvious passive mechanism. You should be expanding through acquisition and merging various subdivisions of your company with other entities to use the scalability of that strategic partner.
7. Stay in View and Keep Your Name in the News

You want to constantly stay in view and keep your name in the news with traditional publicity channels. Stay on TV, get on the expert panels, and give information for free. If something is going on in your industry, make yourself available to give interviews. You should have a publicist whos constantly pitching you to the media.
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CHAPTER 7
Making Your Stock Grow Fast
There are eight factors that will help your stock to grow and flourish, especially in the current economic environment.
Solid Corporate Infrastructure

Have a solid corporate infrastructure thats conducive not just to domestic expansion but also to international expansion and product and service diversification.
Well-Pedigreed C-Level Executives

Your well-pedigreed C-level executive staff should be able to demonstrate a proven track record of helping companies in situations similar to yours to flourish and grow.
Growth Through Acquisitions

Public companies typically cannot be grown organically so you need to point out and announce, publicize, and create attention around potential acquisitions, even if they eventually dont go through. The hype alone will really grow your share price. Typically, those who have not known your company will now know who you are.
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Strategic Partnerships
Strategic partnerships, both domestic and global, that can help with product diversification, help you break in to other markets. They may have localized legislative contacts that you can use and distribution channels they can open up to you for expansion. Strategic alliances are extremely important.
Solid Viral Publicity Campaign

You need a solid viral publicity campaign to take advantage of social networks on the Internet MySpace, Facebook, LinkedIn, how-to videos, unique article submissions, and press releases. Dont forget about effectively publishing authoritative solutions for inter-industry problems on blogs.
Expert Panel Position in Media

The CEO or other key leaders of the company will appear on expert panels on radio or television to talk about your industry. A crawl at the bottom of the screen, or frequent announcements, will give the persons name, title, company name, and trading symbol. These programs go to the market extremely quickly the more appearances you make the more often potential investors will be reminded of your company name and that you are publicly trading. This is a way to demonstrate your expert knowledge to a broad audience without having to purchase advertising time. People are more receptive to objective news and talk programs than to ads.
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White Hat Email and Newsletter Announcements

With white hat email and newsletter announcements, youre simply keeping in touch. You are not promoting your stock. Obviously, the mailings will have the company information and contact information. You should always field phone calls from people who are interested in getting more information. Have a package that can be mailed out through snail mail as well as digitized email in the form of attachments.
Market Maker and Broker Cooperation and Activity

Its best to have a few people in your company who do nothing but communicate with global and international market makers and broker dealers to get them looking at your stock, potentially selling your stock, and staying informed. Youre not having them call and solicit business like you would with a boiler room which is the kiss of death for any public company. Instead you are just calling to give good information that can help them decide if they want to buy your stock or pitch your stock.
Growing With Acquisitions

Many entrepreneurs and executives want to move forward with the process of going public merely for the ability to raise capital through the sale of stock. They usually dont think of the strategies necessary to keep the momentum going, such as how much equity to give up initially, how much equity to sell ongoing, how to capitalize off the use of the securities as collateral for loans and lines of credit, and so on. Taking a Company Public
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One of the most profound strategies companies can use to retain company equity while capitalizing off of their public entity is to put up portions of their securities as temporary collateral for loans and to use securities to grow through acquisition of strategic alliances. Stock should be seen as cash and designated for appropriate purchasing strategies. Stock monetized through collateralized lending can work wonders as long as the exit strategy is secure. Your attorney should be well versed in this activity and audit the contract for convertible aspects which could strip the transaction of its advantageous nature. Debt that converts to equity means giving up a huge bartering chip for future transactions. Dont give up equity unless you have to. There are scores of companies that will lend against your securities without having to give up longterm equity. Use this strategy wisely and youll never have a problem getting capital. Stay away from predatory pump and dump scammers! Also, using stock to purchase strategic partners is more relevant now than ever. Purchasing a company with stock that can be monetized over time is an incredible way to grow through acquisition. Going public on the OTCBB is a quick and easy way to start using the countless capabilities for capitalization with a public entity. Going public simply to raise capital with your market maker or broker dealer would be selling yourself short. Take advantage of the countless ways your securities can work for you.
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CHAPTER 8
How to Succeed With a Public Shell Merger
Some companies create a public shell corporation with which to go public. It can be registered and ready to go public when a company is merged with it. The shell company has shareholders but minimal assets, or none. A public shell can also be purchased so that your company can eliminate many of the IPO steps by simply purchasing a public shell that has already met the regulatory and other legal requirements that public companies must go through. Before you merge into a shell, you should be sure your company is a successful corporate entity with these five elements.
1. C-Level Executive Pedigrees

Obviously, you need to have solid, well pedigreed C-level executives CEO, CFO, COO.
2. Viable Business Model

A real, viable business model is necessary for an adequate shell. Most companies that have shells charge a modest fee up front, but will take the majority of their fee on the back end. For this you need a viable business model, preferably one thats already up and running and turning a profit.
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3. Domestic Strategic Alliances

Youll need solid domestic strategic alliances to pad your business model for adequate growth.
4. Online Viral Presence

Youll also need a solid online viral publicity presence using all the typical online media like video, press releases, unique article submissions, social and news bookmarking. Youll need a blog and you should be a contributing writer to other inter-industry blogs.
5. Traditional Publicity
You need to brand yourself, your CEO, CFO, COO, as well as your individual products and services. These should be wrapped in the corporate name and abbreviation. Traditional corporate publicity can be obtained through radio interviews, mentions in industry periodicals, expert panels on television, local news and national news.
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What to Watch Out for in Buying Shells
There are few things to look for when buying shells.
Avoid Pink Sheets

Important note: Stay away from Pink Sheets as they will get you nowhere. Legitimate companies do not invest on Pink Sheets. Whether they are institutional investors or private equity funds, even traditional accredited investors will be very reluctant to invest in Pink Sheets.
Check for Liens

Do a substantial in-depth check for liens.
Free Trading Shares

Look out for free trading shares, even if the company is not mentioning them.
Pump and Dump

Be careful of pump and dump schemes which intend to sell you the company. The company will have present shell holders and really solid investor-relations strategy post-public for the first 90 days. Then theyll all dump their shares and pretty much leave you with a pointless shell entity which is just a cast skin of what it should have been.
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Angry Shareholder Liquidation

Watch out for an entity that could not succeed in the public arena and is being sold as a shell. You should be careful of angry shareholders who are trying to liquidate. And beware of angry shareholders who are trying to liquidate through the process of suing the entity because those lawsuits could easily be transferred over to your business.
Post-Public Needs
In order to survive and thrive post-public, you need five basic elements:
1. Strong Investor Relations

You need a strong investor-relations campaign ongoing, not only for the first 90 days, but for the first six to twelve months. After that, its just maintenance.
2. Scalable Exit Strategy for Investors

Youll need a scalable exit strategy so that investors can get out without affecting your share price. Youll also need a way for the initial seed capital investor to cash out without damaging your share price.
3 & 4. 50,000 to 100,000+ Trading Volume Daily and PIPE Financing

Your goal for a new public entity should be 50,000 to 100,000 shares being traded on a daily basis. If you achieve this, youll have solid funding sources coming to you for PIPE financing and other institutional-type, securities-based financing. Even traditional accredited investors will often issue loans based on
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securities at a minimal LTV.
5. Growth via Acquisition

Post-public, you should focus on growing through acquisition.
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CHAPTER 9
Global Expansion
In order to expand globally in a short time and on a massive scale, the first reality you have to deal with is your current corporate infrastructure, just as in any other step to expand your company. In this chapter, well use China as a sample target market.
C-Level Executive Pedigree

Your C-level executives CEO, CFO and COO need to have an established record in dealing globally. Crossing borders is a completely different type of transaction than dealing domestically.
Scalable Corporate Concepts

Your business concept has to be scalable; service-oriented companies typically work best for an expedient expansion into the Asian marketplace.
Domestic Strategic Alliances

You should have your domestic strategic alliances in place. Then, if you find a solid strategic partner in China, you will have the domestic support base to take care of
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anything you encounter overseas, and you will become a one-stop shop for your Asian partners. You will be able to help them sort out any needs they face with their expansion ambitions.
Proper Online Viral Presence

Many Chinese, Korean, Japanese, Malaysian and Indonesian companies have a U.S. or Western European counterpart (an office or an attorney) to do due diligence on potential strategic partners. Due diligence typically starts with a Google search on the company, product line, services and any potential liens on your corporate entity. So its imperative that you have a solid online presence that includes videos, social networks, articles, and press releases announcing to the public whats going on in your company, new services or products being offered, or any other newsworthy developments.
Expert Panel-Worthy PR
A lot of investors look for podcasts and videos of your company executives. Create audio and video interviews of your leaders as industry experts, and place them on your blog or website. This is an essential element if you have an ambition to go global.
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Expansion Process and the Realities
Wherever you decide to expand, know your target market and its culture, economics and politics.
Is Your Service Needed in China?

Do you have a service that is needed in the Chinese market? Most American or Western European products cannot be sold in China because of the currency difference. However, research will reveal that the Chinese government is putting $85 billion into clean energy and alternative energy and cleaning up the urban water systems. If you have an engineering service with Ph.D.s on staff, you can go in and compete for contracts. This is the perfect type of service to be brought into China.
Distribution Alliances
You certainly dont want distribution to get in the way when you have a strategic partner in Asia who wants to take on your services and promote them to its client base. Establish alliances for distribution to your target international market.
Local and Federal Level Support

You definitely need solid alliances with U.S. government agencies or officials at federal, state and local levels. Its impressive to foreign companies to see on your letterhead the names of senators, governors or members of Congress vouching for your services and efforts.
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Difference in Business Ethics and Practice

Be prepared for the difference in business ethics and practices in other countries. For example, in China, businesses fully expect payoff or bribe money, even though its illegal. You have to think about how you are going to proceed when youre confronted with that type of thing. The same issue comes up in other Asian countries, Eastern Europe, and India.
Evaluating Strategic Partners (3 sets of books)

When youre doing your evaluation of potential strategic partners, you have to understand that companies keep three separate books of financials. They use one record for their annual taxes and another to lobby companies like yours for strategic partnerships. The third is the in-house accounting books, which show the true figures. You have to find a way to get to this book so you will know the true numbers for the companys performance.
Local Research Contacts

When doing a merger, acquisition, or setting up a strategic global alliance, you should have a local handler. This is someone who has solid contacts in local and federal government, as well as the local business scene. If youre looking to get into Shanghai, Hong Kong, Beijing or smaller cities in China, youll certainly need a local handler.
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Plug-in Business Models

If you have a service or product that caters to the Chinese market and its currency, (the difference in currency from the U.S. dollar to the Chinese currency is growing at a minimum rate of 10 percent a year), you can plug in your services or product and take off on your global sales.
Take Your Company Public
Many Chinese companies feel more comfortable dealing with a public entity. Chinese companies in particular feel more comfortable dealing with a public entity or a company that is in pre-IPO stages, either on the Bulletin Board, the AMEX, New York Stock Exchange or the NASDAQ. The Bulletin Board is a solid enough platform for recognition and legitimacy in China Chinese companies desire to go public. Most of them go for the OTCBB Growth. Assist Chinese companies that have the desire and ambition to go public on a U.S. platform. You can usually get them to qualify for a Bulletin Board type of strategy as long as you have a forensic top to your accounting firm. Go in and put their financials together.
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CHAPTER 10
Advanced Corporate Strategies
Winning Is Temporary, Annihilation Is Permanent: Corporate Strategists Speak

If youre a board member, CEO, COO or CFO in an industry that is as cutthroat as the pharma, biotech, technology, and software industries, you most likely have hired a strategies consultant to help you gain a much-needed edge over your competitors. Your consultant will help you realize that winning is only a temporary byproduct of victory over a certain angle, and it is only a matter of time until that competitor is back again, bigger and stronger than ever and once again posing a major threat to your organization. You must fight to keep your economic position in your niche marketplace. If a mugger is coming at you with a knife you wont stop him by kicking him in the shin. You want to grab a steel pipe and smack him over the skull until hes lying on the ground and you can remove the weapon from his hand. A chump lying unconscious on the ground without a weapon ceases to be a threat. Business is no different. The key to lasting victory is to annihilate the opponent. But you cannot do this directly. There are several less direct ways to obliterate a competitor to the point of no return.
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Feed their smaller, more aggressive competitors with devastating information that youve dug up on the target that will damage them in a way that offers no rebound potential. Find information about weaknesses of the CEO, CFO, COO, board members, advisory board members, product or services. Give angry customers a public platform on which to voice their anger. Step in, be invisible, and use your social media agent to make these guys rock stars. When the bad press is crippling your competitor you should be evaluating their share price. Buy some stock and dump it. Continue to do this with any major competitor (after checking with your attorney to find out about any legal issues you should be aware of).
Many Will Strive But Few Will Succeed in Achieving a Power Position
Corporate strategies and political strategies are similar in many ways and merge in many more as the ultimate goal of both is recognition for making a contribution to economic growth. This is the one power tool that transcends all other contributors to power. The entity recognized for delivering on promises of jobs, capital to a targeted geography or economic certainty is the one that will gain traction regardless of any economic disaster going on around it. The person who gains a following for the ability to step into a position of power and swim in shallow shark-infested waters will be attacked from all angles, and the ability to eliminate the factors that facilitate these attacks is crucial. To do this and make a massive statement requires natural genius as well as knowledge. Fact: The most sensitive part of a sharks anatomy is its eyes; surfers and divers who stay
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calm when a shark is circling before an attack will immediately go for the eyes of the shark with a kick, punch and shred with the fingernails, divers knife, whatever they have. A similar effort is required when an executive dives into a realm as competitive as obtaining the upper hand in a general corporate or political power grab. Dont waste time on aspects of the competitor unless your attack will have a disastrous effect immediately; a punch to the tail or fin wont do anything in a shark attack. Rip out the eyes and pummel the eye sockets; even if the shark keeps coming it will be blind to your position, which eliminates its position as a threat. Know your competition, study them, identify their past affiliates and find out what they were like in the past. Dig up dirt but dont discuss it directly as this will make it too clear where the negative press is coming from. Instead use a cats paw, a third party, to deliver the bad news. This third party should be completely unaffiliated with you or your company, and the information should be issued to the third party by an unaffiliated messenger so that he doesnt realize hes being used by you. Find out where the sensitive points on the mark reside. Is it voting record? Pump and dump schemes with other public companies? Are they lapdogs to the political establishment? To which candidates are they contributing campaign money? Who has the CEO elected as CFO or COO, and is there any blatant demonstration of misjudgment, etc.? If you offer an ice cold bottle of water to a group of 100 lost trekkers in the desert, they will use every advantage and fight as dirty as they have to in order to achieve
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ownership of this prized item. Thats what happens during the obligatory power grab. Dont bring a slinky to a fist fight; bring a steel pipe. Dont go to war with paper airplanes and silly putty; use remote-controlled drones that will be able to inflict massive damage from afar. Dont enter into a power grab without the right support and influential names backing you; the result could be disastrous.
Using War Strategies to Eliminate Competition
The art of war can be adapted to our economic environment. In the strategies of war, how does a new regional military power or upstart guerrilla troop solidify its position? The leaders identify their adversaries and eliminate them. How is business any different? The truth is that the strategies are identical while the actual elimination process differs. War is fought with bombs and guns; economics is fought by crushing an idea or belief system that perpetuates the money machine behind a company. Take away the belief system based on the concept put out by a company and youve eliminated that companys ability to survive. Corporate branding, marketing and all promotion centers around piercing the minds of the public to inject an idea that ultimately triggers an emotional need for your service or product. Few purchase decisions are spontaneous, but for those that are the consumer perceives that something is available and senses the threat of taking it away.
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The best kind of idea to inject into the mind of an involuntary recipient is like a candy-coated treat, as opposed to a spinal tap entry should be smooth and easy as opposed to painful and forced. Some sugar coatings are presented in the form of a comedic TV commercial where laughter is the mechanism used to bypass the critical faculty, while a sappy emotional segment may work for others. The key to obtaining and maintaining ones position in an industry is to identify your immediate competition and deal with them. Once this is facilitated move on to the next potential threat. For the immediate competitor one elimination strategy that tends to work regardless of industry is to analyze the regional market and find a competitor of equal size who is in direct competition with you. Then find his local upstart or micro-competitors and via a third party strategically align your agenda with their promotional tactics. Help them to collectively and unknowingly pinpoint and weaken specific products and services from competitor no. 1 that present the actual threat to your company. Phase two is to make yourself known to these new alliances via this third-party introduction and buy equities in these companies. Then contractually obligate them to use this capital for designated promotional solutions that will grow your company. You want this money to be used to infiltrate the region with your services/products and have the new partners go to their established client base with mailers, phone calls and in-person sales calls and introduce your company and solutions to them. Your initial competitor will begin to lose traction (assuming its a public company) and their stock price will begin to fall. Then you want to begin buying stock in Taking a Company Public
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this competing company but not enough to stimulate or increase the share price. A combination of multiple subsidiary elements ganging up on this one particular company in addition to your firm buying equities in a plummeting stock will deliver the control you need in order to remove this entity as an obstacle to your growth. As the company lessens in market share and comes into a new phase of financial hardship, help the process along by adding the sell/buy process to damage its stock that much more (obviously, before initiating this phase talk to legal counsel for advice). Now that the stock is at a critical volume and price you can step in and flood the market with the stock that you purchased to send them into the penny stock domain, the kiss of death for any company that wants to stay on or eventually qualify for the NASDAQ (dont look at this as losing money; see it from the perspective of gaining long-term market share). When your competitor is close to shutting its doors, you can step in as the savior with investment capital, an acquisition proposal or a subsidiary-type merger. By this time the company is so weak it has no choice but to accept one of the above options. Thus, with this regional-based strategy, youve accomplished the elimination of a competitor while creating a virtual monopoly. This is a template strategy that straddles political and economic situations. The template is the same, while it needs to be adapted with a customized process.
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Competition Control and Deconstruction
As a structuring consultant Im typically brought into a public company or large private corporation that is in the middle of a crisis management situation and I become a fixer. My firm will analyze the problem, look at it from multiple objective angles, apply various template processes and find a solution to counter the issue at hand. Sounds easy, but guess again. Many times a hostile takeover or slander situation starts with the firing of an employee or an overly competitive bid for a large contract. Both have the same stimulants and indicators so the C-level executive in charge needs to keep his or her ear to the tracks to identify the dilemma before it becomes an out-of-control publicity nightmare or takeover situation. It is crucial to identify the individuals at the root of the problem and position oneself accordingly to cripple the trigger before it can explode. Most of the problems that your company will face are in your office right now an employee. This could be an overzealous sales manager who believes he has the intellectual superiority to run your company better than you can. If hes right promote him, but test him first. If hes wrong offer him a severance package and paint a clear picture as of his noncompete agreement. Then scare the life out of him the day he is terminated by having security walk him through the legal actions that will take place if he/she makes any attempt to reveal your processes or secrets to the public or competition or defames your firms name in anyway. Next bring in your corporate attorney to do the same. Then you as CEO come in as the nice guy and gently ask him to take this severance and find a job that will meet all his needs, both professional and emotional. Taking a Company Public
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Other telltale signs of potential issues with employees is one who seems to have something counterproductive to say about everything; the manager with a bad case of the grass is greener syndrome; executives who are too entrepreneurial; etc. In case a situation does go public, you need a protocol in place to take a proactive approach to counter negative PR. You should have a media specialist on call, who has been updated on your corporate strategies and proprietary processes, and has a plan ready to go on a blog to counter defamation or other virtual crimes that can dismantle your company or economic status/marketplace position. At least 90% of the problems your company will ever have will come from those who are inside right now. Evaluate your executives who have access to trade secrets or issues that could damage your reputation. Plant a seed early to show your staff how you handle dissension. Find someone with potential for trouble and make an example of that individual. Make your response known to the staff, and youll find that most potential and damaging issues can be shut down before they arise.
Do You Have a Corporate Playbook?
In football a team has an offensive and a defensive playbook. The offense studies plays to create situations that strategically position the team to score. The defense puts plays together to take away the oppositions ability to score and to take the ball and run with it in the process. These sports strategies are perfectly applicable to business, economics and politics. Whether you are a consultant hired by a regional government to put strategies in Taking a Company Public
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place to turn around the economy (the adversary being lack of jobs and funds); a corporation identifying your competition and putting strategies in place to counter their market position; or a politician putting a scheme together to crush the campaign of a competitor delivering a threat to your position you need a playbook. A playbook is a series of schematics and blueprints that visually break down the offensive and defensive measures that will enable you to gain an edge over the competitor in order to gain more control over public support, marketability, public opinion, competitive advantage and other aspects of your position. These plays should act as templates that can be plugged into different scenarios, complete with contact information for clearly defined associates; strategic alliances that can offer a scalable offensive or retaliation; media contacts to help get a story into the mainstream; and characteristics that support or hinder the development or stability of the competitor or target in each particular scenario. Dont try to do this on your own. Hire a seasoned tactician. Without a tried and tested, qualified fixer, you may wind up in an unrecoverable situation.
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Analyzing Body Language and Micro-Expressions
As Ive grown professionally in my career as a strategies adviser I found myself seeking out concepts that would give me an edge over the individual across the table. Sometimes Im brought in for negotiations; other times Im hired to put a board of directors together or qualify a new CEO for a public company; many times Im hired to take companies public or to help them grow via acquisitions and mergers. The fact is there is no way to survive in my small, incestuous industry if you cant perform and deliver results. Often we are brought in for a turnaround strategy and there is zero room for error, so I need a bag of expert techniques so diverse that I can choose pieces and put them together during the process, like a customized puzzle. One of the most critical elements I was fortunate enough to harness early on was micro-expression and body language reading. I was first introduced to this concept on my flight home from an assignment in Germany. The guy sitting next to me was an interrogator and was so sharp it was actually pretty incredible. He traveled around the world teaching federal organizations and military groups how to read micro-expressions and full body language in order to tell whether an individual was lying, excited, nervous, sad, faking and everything in between. I immediately saw the applications for business and so on the long trip back he gave me some guidance on a few key concepts. I feverishly scribbled them down as fast as I could, and he gave me the titles of some great books to read for further study. I use these concepts all day every day. I would suggest micro-expression and body language training to any executive who makes decisions affecting the life of the Taking a Company Public
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company and peoples jobs. With this training, youll notice so many things when you talk to people. Youll find yourself analyzing a client as he walks across the room to meet you; starting from his walk, shoulder placement, back position, forehead, crease marks on his face that define his typical mood, mouth, top and bottom eyelid positions. When he is standing in front of you, your attention shifts to the intonation of his voice, choice of vocabulary, hand and arm position and foot position. Is his hand covering his mouth as he talks? Where are his eyes looking when hes talking to me? Always have some trigger questions ready to activate the subconscious micro-expressions that will allow you to evaluate his insecurities and securities and to set a platform to stay in control of the conversation.
Applying Competitive Pressure Points
I remember being in Asia and on the wall of an executives office was a chart of pressure points in the human body. This gentleman had an interest in martial arts and acupuncture and went on for about an hour about these subjects. As he was talking about pressure points on the body, my mind naturally began to think of the economic and corporate applications of pressure points. Apply pressure to one particular area of a competitors company structure and the entire entity squeals in pain. Apply pressure to the distribution of an organization and the clients get angry and cancel their contracts. Go in with free services that youve devised an automated system for and clients no longer need to pay your competitor for those solutions. Find out if the executive VP has a drug problem, get proof, and make the information available to the public via a third-party loudmouth. Taking a Company Public
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Once the pressure is released from a pressure point, the body falls back into its regular functional state again, But its sore and ones natural instinct is to nurse that particular area. If you can apply multiple simultaneous pressure points to the injured limb, this is where the opportunity lies. Traditional competition in the United States is vicious. Before applying any pressure, you should create a body chart of your closest competitors business model. Each sensitive area; fingers, limbs, jugular, toes, kneecaps should be labeled with an aspect of the companys business. Then assign each aspect a strategic partner, executive weakness, distribution platform, vital vendor relationships, and other crucial elements. Chart your approach and be prepared to apply pressure when its needed. If this sounds too sadistic, you should step away from your CEO position and clean the toilets. The objective isnt to put the company out of business; its simply to weaken them to the point that they are no longer a threat. All your moves should be made indirectly through the actions of another party. More often than not, it takes only a modest whisper in the ear about a weak point in the body of the corporation and regional competitors will take it from there and create their own opportunities. Youll barely have to lift a finger. You can stand back and orchestrate the whole thing from the treadmill in your office. This process can be applied to political scenarios as well. (Before moving forward with this or any other strategy you should run it by your attorney first.)
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Do You Have the It Factor?
Holly-weird calls it the it factor and the rest of us call it presence. Its that thing you cant put your finger on but the successful people have it and the rest of us want it. But what is it? Yes, defining this invisible quality is like trying to nail jelly to the wall but let me give it a shot. The it factor, that thing that makes a person a magnet, is a combination of elements such as facial expressions (eye, forehead, cheeks, mouth movement); verbal communication (voice range, intonation, choice of vocabulary, etc); and body language (posture, use of hands during conversation, foot position, shoulder posture, chin position). High-level executives try to acquire a fluid combination of these factors in a unique and consistent manner to create an identity that stands out because its so smooth yet simultaneously impossible to put a finger on and mimic. I personally know executives who have spent hours upon hours standing in front of a full-length mirror and practiced responding to different scenarios. They create muscle memory so they can physically express a particular mode and hold it. I dont mean standing still like a statue. I mean that successful people practice remaining in a posture, chin, and shoulder position throughout a hypothetical conversation until it looks natural; the posture reflects the message they want to convey to clients, investors, competitors or others. They have a confidence routine and an I care look and posture. Weve all seen politicians and interviewers do that one: head slightly tilted, a gentle nod, eyes tenderly squinting, shoulders rounded, spine bent just so. There you have it, the I care look.
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The it factor doesnt come naturally to anyone, no matter what people tell you. With practice, you can make it seem completely natural and effortless.
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CHAPTER 11
What Every Business Plan Must Have
With legions of template-loving business plan copycats polluting the web its no mystery that companies are having a tough time getting funding. It used to be that when a company was ready to get down to business for serious expansion they would call a consultant who would help them bring all the pieces together in a strategic fashion. With his extended industry knowledge in combination with the unique concepts of the clients business, he would author a business plan. This business plan would include everything that venture capital firms, angel investors, private investors and institutional lenders would need to know in order to make a quick, no-nonsense decision about whether to fund the company and how much equity they would get in return. Today, with the cancerous cloud of predatory consultants seeking out start-up business prey, businesses are too broke and exhausted to move forward with a solid consultant after they have been through the costly obstacle course and houses of mirrors set up by wannabe consultants. They reel in their prey with a few big words and industry terms, but in fact they are going to put your business plan together with some cracked template software that spits out overly generalized business plans that receive laughs and snickers before being tossed in the trash by investors and venture capital firms. If you want a real business plan, call a consultant who is completely submerged in
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the venture capital industry and has experience with plugging businesses into the capital machine. A qualified consultant will first meet with you so he can assist in any corporate structuring or turnaround issues that need attention before starting the business plan. After the companys structure is complete with executives, solid management, strategic partners, advisory board and board of directors, there is one more thing to do before the business plan. You must decide what mechanism youre going to use to raise capital. Are you seeking debt or equity investment or both? How much equity will you give away for the amount of cash youre seeking? How many shares does your corporation currently have and so on? Youll most likely need to put together a Private Placement Memorandum or consider taking your company public on the OTCBB. After all of this is done, then its time to write the business plan. Dont shoot yourself in the foot by authoring the business plan on your own. Here are the topics that your consultant should include in the business plan: executive summary with objectives keys to success and strategic advantages market, market growth and development analysis, with industry analysis and location-based services current company position with company overview and vision, key successes to date, technical achievements and commercial position, your technology platform management team Taking a Company Public
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product and services offering competition market entry/ Five Forces analysis barriers to market entry comparable business model target market needs target market characteristics market demand drivers PEST analysis SWOT analysis marketing implementation, strategy overview and tactical components process development map financial model and projections
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CHAPTER 12 Investor Relations, Crisis Management and Corporate Publicity: Propaganda Warfare
The old adage Any publicity is good publicity isnt true in business. The concept, though sometimes taught by college professors, was disastrous for a client of mine. Powerhouse executives have emotional intelligence and real-world experience, while a professors knowledge may be limited to book intelligence. The turbulent genre of investor relations, which encompasses crisis management and corporate publicity, requires the emotional stamina of the marathon runner. The up-and-down swings of this unique niche profession are not for the faint of heart. The ability to parlay a crisis situation into one that stimulates trading a volume of stock (in a positive manner) is a gift endowed to the streetwise, leveraging demigod. The successful IR consultants that I know got As and Bs at a state university, sold vacuums and cell phones the year after college, got their Series 7 certification, and traded successfully for a few years. They made a nice chunk of cash, got bored and left the industry, only to re-enter on the stock promotions side. They have the technical experience needed to evaluate a stock and test it for chinks in the armor and leaks, and they have the industry contacts and street smarts to formulate a deliberate process to promote the company in a way that is conducive to superior public interest and investor coziness. Successful IR, PR and crisis management really come down to creating a template for information distribution; once this is accomplished it then becomes a process
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of articulating the actual content, good or bad, to convince investors that the companys end result will leave them better off than they are now. For countering negative press or crisis management issues a company should always have an arsenal of positive information ready to pump out 3-to-1 for the ultimate public distraction (meaning for every one negative, drive three positives through the publicity template put together beforehand). What should your template look like? You need a combination of media contacts on all levels (news, TV, talk radio, etc.) along with an ample supply of high-traffic blogs, article directories, podcasts with large followings, double opt-in email lists to investors and shareholders, legislativestyle spin contractors and powerful bookmarking tools to add to the effect. It is important to test-run crisis-solving scenarios before you need them. Youre going to have problems that could hinder your company stock or reputation; its just a fact of commerce. Prepare ahead of time so that your crisis-management solution is in place. Hire a troubleshooter who can set your organization up with concepts that will free your head from the noose that would otherwise cause your companys demise. Characteristics to look for in a consultant of this caliber would be: even-keeled and calm, no nervous habits such as nail biting, sniffing, shuffling feet, etc. Watch out for name-dropping that seems aimed to base their abilities off of their association with another entity or individual. Hiring a consultant like this will result in failure and theyll pass the buck and wont be accountable. Watch for the involuntary micro-expressions controlled by the subconscious mind.
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To measure this, ask a few trigger questions you know the answers to and watch for the facial reactions immediately after the question but before the verbal response. Next, ask questions that would need modified or critical thinking and again watch for the facial expressions (look for similarities among the truths and responses to questions that require an instant to ponder). After youve discovered his tells you should be able to effectively proceed with a general comprehension of the truth and lies (or exaggerations) during the qualifications interrogation. Ask the candidate to run you through scenarios that hes worked on in the past and the processes that were put in place beforehand or on the fly to deliver a powerful end result for the client. Ask him to elaborate on his most powerful crisismanagement tactics. Find out what hes done on the IR side to generate trading volume and share price strength. Ask him how he would take your product or service and pump it through his PR stratagem for optimal outcome. Again, this specialist should be a dynamo, not an instructor, and more of a strategist than a general tactician, meaning they are able to apply the tactical knowledge that the public has access to in the current environment, good or bad, for a strong, predictable end result.
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The Superior Execution of Establishing Influence
Tactical consulting is, in its truest essence, a raw and dirty business. Few understand this tiny, yet elite genre of experts and even fewer are masters of its concepts. The same principles applied by this select faction of specialists should be applied by CEOs and company executives in all industries. First and foremost, executives must understand the idea of power. There are certain unbreakable laws necessary for the ascension of professionals to positions of influence and power within an organization or industry. Here are a few of the concepts applied by serious corporate strategies consultants that are mandatory prerequisites for the rise and maintenance of power in the corporate world. The individual seeking to take a position of power must possess the ability to customize and facilitate a solution to transform the fate of a crumbling company. They must be able to construct an infrastructure that perpetuates growth and stimulates longevity and stability. Power, in a corporate sense, is purely economic without excuses of any kind and is driven by greed, self-assured stamina and the inability to accept anything but a #1 position in a specific industry genre. The ability of an individual to prompt a capable executive group to die hard action and a no-holds-barred mentality will save a company from being a statistic. The unrelenting passion to win and the tactical action of this executive to strap the burdens of a company and its employees to his back and take responsibility for all that is to come, good and bad, and to absorb the stress, anguish and deprivation of sleep that result from mission focus, are characteristics of a leader who can step into any company in any situation and deliver it from failure to profitability and growth. Taking a Company Public
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This individual will assimilate into a battle while forcing the war to transfer to his terms. He can break through industrial and bureaucratic chaos to capture the essence of the obstacle and create multiple synergetic strategies to inject into the corporate growth engine like rocket fuel. An executive primed for corporate power wears a velvet glove over an iron fist and is quiet and calm yet calculating in demeanor. He can step into negotiations composed and cool while simultaneously eyeing up the jugular of everyone in the room, scanning those present for weakness, preparing for psychological attack at the perfect time to press the mission of his agenda. He will not fall for the false lure of friendship from potential competition but will reciprocate like a gentleman to those initiating camaraderie while keeping them at arms length. He will always release enough rope to allow those around him to hang themselves if it means strengthening his company and his position in his industry. The executive who has achieved the art of power will be able to prick the underlying wound of his targets to find weakness, then step back and watch them self-destruct. It is smarter to do this than to risk the repercussions of verbally pointing out the group weakling. Professionals who have mastered these skills find themselves in consulting positions and are hated by their clients employees but loved by the shareholders. If you own a business or are in a senior position at a corporation, try applying some of these characteristics to your daily repertoire and watch the response of those around you. Youll find that you will naturally fall into a station of influence because of the strength that these characteristics hold in the psyche of those around you. Youll
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become the problem solver and the go to guy who has a reputation for being able to structure any situation so that your company lands on top. Get ready for rapid promotion; real leaders are hard to find and will usually take a bidding war to keep.
Investor Relations Scammers and Pump-and-Dump Chumps
If you have a public or pre-public micro-cap company youve obviously investigated or experienced the staggering swings in daily trading volume. There are numerous causes for these swings such as: federal legislative announcements that affect your industry, not living up to the previous quarters financial projections, and even something as simple as not keeping the public informed of whats going on with your company. This poor communication can cause one of your big stockholders to sell their shares, creating a ripple effect throughout your shareholder base. When your company finds itself experiencing minimal trading volume or an overall dumping of shares, the board and C-level executives will meet to put a strategy together. Typically this strategy will include a number of reactionary elements with a short-term rebound and drop as opposed to thorough strategies that will have a long-term inducement of growth stimulation and perpetuation. When they decide to step up and take a more aggressive approach the company will contract with a micro-cap promotional specialist who will put a combination of investor relations strategies in place that will facilitate a volume trading rebound short-term and a series of information distribution solutions over the long term such as press releases, C-level expert panel participation on TV, radio, podcast, Taking a Company Public
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blogs, industry journal interviews, etc. Sometimes executives are in such a rush to save their company that they will open conversations with consultants who represent the underbelly of the IR beast. Its almost impossible to know the good guys from the bad guys when a company is seeking the expertise of a professional stock promotion firm for the first time. There are several important factors to keep in mind when evaluating IR consultants. First, dont try to sound like you have all the answers. Do more listening than talking during the first few meetings. Hold these meetings in person if possible. Geography is important as most of the real players in this genre are in the Northeast and the IR firms that have been run out of the Northeast typically congregate in Florida. Its actually kind of funny how de-licensed brokers flee the borders of Manhattan and end up in Tampa or Boca Raton and begin to sell investor relations services. Im not saying that all the IR firms in Florida are scammers; there are actually some brilliant strategists that Ive used from that region but the above is just an industry insider joke. When meeting with these consultants look for certain body language, facial expressions and voice tone when they respond to questions. An IR strategist who is too relaxed is usually dirty. If they arent drilling you with 101 questions about your corporate structure, future announcements, executive pedigree and other ammo for a real campaign, then they are most likely pump and dump artists. Get proof of their track record by obtaining dates and stock symbols for companies theyve worked with in the past six months. Then go back on your brokerage Taking a Company Public
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account and use the graph system to track the stock performance. A nice pump with a gradual increase and stabilization is the trend you want. Here is a quick cautionary tale of the prototypical con artist that you want to stay away from. My office is strategically placed in the Philadelphia area because we do various types of consulting so I need to be within a reasonable proximity to Washington, D.C., and Manhattan. When I am working on a board of directors formation or C-level recruitment for pre-IPO companies I typically stay in New York for a week or two and work with the brokers and consultants via back-toback meetings so we can get the job done in a reasonable time. During this time I also meet with new contacts for additional services my clients need, such as investor relations. During one consultation in New York, I got a call from an older gentleman who saw my profile on LinkedIn and he introduced himself as an IR strategist with 25 years in the business. He said he had an incredible ability to help shareholders sell their stock into the marketplace without damaging the company or the stock price, and that he could make it happen fast because of his vast and up-to-date database of accredited stock investors. Obviously if this was true I had two or three clients who could use that service immediately so I agreed to meet him. When we met at my hotel I found that he was around 80 years old, had a fake bake tan, a disco-style shirt open to his belly button and enough fake gold to make Mr. T blush. We went into an Italian restaurant attached to my hotel and we spoke. I had water, he ordered a meal and I got stuck with the check. Yes, it was as pathetic as it sounds. Taking a Company Public
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Even though this ancient relic/disco champion looked and sounded like a Doobie Brother with lockjaw and a serious vitamin D deficiency I wanted to remain objective, and I invited him to sit in on a meeting later that week with a group of investors. I wanted to see if I was missing something, in case he could possibly be an eccentric genius. After the meeting it was universally agreed that this Doobie Brother was an idiot and we just passed over him. Now here is the kicker. This goofy joker wanted to invoice us for over $8,000 for his con consultation. To this day I get emails from this chump but hey, live and learn. Investigate every ounce of minutia about an IR group before signing a contract. Never sign anything until youre absolutely comfortable. Use shares as collateral for payment when you can, and negotiate like the dickens if youre paying in cash. Thats Investor Relations 101.
Claiming Ground: The Offensive in Corporate Expansion
There are countless obstacles to growing ones company: a slow economy, minimal sales, lack of branding and a corporate structure built on sinking sand, just to name a few. Many times a company hits a roadblock in growth because a competitor is too organized and too strategically smart to leave any portion of the marketplace unclaimed. Sometimes, if youve waited too long to respond to the actions of a competitor, its best to throw in the towel and move on because youve lost. Other times there is still ample opportunity to rebound. The objective in this case would be to inject chaos, confusion and communication blockades along the path of the opposition.
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The world of propaganda and chaos can pull you down into the underbelly of dirty tactical purgatory so it is important to get in and get out before it affects the longevity of your corporate position by creating negative branding. First, to keep from direct association by the public of your involvement in this campaign your actions must be indirectly facilitated (no one can know youre involved). The best cats paw for this is the use of local competitors in your market that could use a helping hand to paralyze certain aspects of your targets corporate model. You may want to offer assistance to the most verbal and dirty of local competitors by way of marketing collateral that pursues the customer base of your target competitor. Offer better rates, better services, better terms to just get the clients thinking about their options. This serves many purposes. It confuses the seemingly calm and organized client retention model of your target; the smaller competitor takes the heat and liability; and this chaotic process is scalable to the extent that you could go to each of the smaller competitors in your locality and do the exact same thing. Once this is done, you can count on the targets infrastructure to start coming apart at the seams, slowly, so you want to help it along. The first thing companies do when times get tough is to pass the blame, which depletes the cohesive nature of an otherwise solid company. This is when you want to start pricking the company with rumors and recruiting calls to competitor #1s key people. Start with the salesman and work up to the sales manager. Sales are the lifeblood of any organization. No sales, no money. Recruit sales agents when you can. Have a local executive recruiting firm do this for Taking a Company Public
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you and make it aggressive. You want the sales agent and all their contacts. Some executives will come over and some will not. For those who do not, give them a little baggage in the form of gossip to take back to your target to get the rumor mill started. Rumors are like cancer and will eat away at an entity like corrosive rust. When a sales executive turns you down, pass his name and info to the smaller local competitors so that they can take their turns to try to recruit them away from your target competitor. Whether he goes with one of them or not isnt the issue; the agenda is to poison the targetorganization, not kill it. Increasing the restlessness of key personnel will confuse the management. Next, move to the financial side. After sales, the financial department of an organization is most critical. These paper-pushers are always upset with their lot in life and their employer typically personifies what has gone wrong, so feed on that. Plant seeds of discontent in the minds of these unstable desk jockeys. Find out where they have drinks after work, buy them a round, become friends, tell them that youd be happy to hook them up with a job at your company or a local competitor. The feeling that they have options will induce an artificial sense of confidence that will only last as long as their relationship with you is intact. Youre the guy who tells them they are worth more than what they are getting, they can do better, etc. Usually, this will do the trick. Keep these tactics going as long as you can and it will slowly eliminate your largest competitor as a threat. Then you can dip in and claim your rightful position in the marketplace. Sometimes youll need to run through this cycle a few times for optimal effect but the process described here will always have an impact as long as you are in control. Taking a Company Public
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Corporate Publicity and the Necessary Element of Emotion
Whether you are a small localized business or a large international corporation strong publicity is a constant necessity for branding, direct marketing and lead generation. In the past, publicists have sent pitch letters to radio shows, television news corporations and print media; these little blurbs usually give a minor jump in the pulse of an otherwise dead publicity campaign but the publicist felt he or she had done the job by getting you some coverage. In the 21st century the game of publicity has changed. The publicist profession has merged with the marketing agency to create a hybrid, one-stop shop for an ultrapowerful, rapid-response type of promotion referred to as publicity marketing. These consultants offer a cost-effective, guerilla marketing approach that includes everything a business needs in one turnkey solution. Direct response, media campaigns, branding and other genres of targeted promotion are offered in an allinclusive service that any business can afford. Publicity marketing has carved out a solid chunk of the corporate promotion marketplace, forcing the evolution of marketing once again with the 1960s mentality of emotions branding. A good publicity marketing company will add jet fuel to a powerful marketing campaign by infusing the element of emotion to break through and grab hold of the subconscious mind. The most powerful messages are stored in the target candidates subconscious, and an emotional message flicks a switch, giving your brand precedence in the mind. The most experienced publicity marketers are able to trigger the buy now button to induce sales, by piercing through the conscious, judgmental and critical part of the mind and going right to the subconscious mind to store messages that promote Taking a Company Public
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your brand. These messages deliver this emotional impact by using various colors, terms, word positioning, cornering and gently bombarding the candidate with your message until your brand becomes one with your industry terms. The publicity marketer must barrage the candidate with more than just a brand name but also with a solution that creates a direct need for your service. It doesnt matter if youre selling widgets or motor oil, you must demonstrate how your brand will solve any issue they are currently struggling with, whether its a gloomy day, being stuck in traffic, or fights with the spouse. How is your brand going to pass through that critical faculty of the conscious mind and soothe the target with an overwhelming state of contentment? Most likely your product or service cant do this on its own, but a good publicity marketing company will know exactly what nerves to touch so that your brand becomes a warm blanket and a soothing cup of tea on a stormy night. Make your brand the one-stop cure for the clients emotional ailments and youve got them!
Power and the Pyramid of Influence
When I go to political functions or functions that claim to have the whos who in attendance I find it fascinating to stand back and watch people interact. Politicians and power CEOs always stick to surface conversations; upstarts converse while looking over the shoulder of their conversation partner waiting for the opportunity to dump them and move on to someone with more influence. I could watch this interaction for hours and speculate with friends on where we believe the targets of our conversations to be in their professional and pedigree evolution.
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One thing that supplicants dont realize is that those to whom theyve chosen to kneel down and bask beneath glorious rays of influence are typically just pawns with prestigious public labels being controlled by other supremacies. Here are the facts. Upstarts and wannabes will pick the face of an organization (political or corporate) for their association in order to grow their career and raise their social circle pedigree, but behind these puppets are those who whisper in the ear, spin webs of control, and have sway with their money and real power. I have yet to find a true puppet master who was comfortable in the public eye. It is easier to step back and dictate the moves of pawns, streamlined by the upstarts natural instinct to voluntarily be controlled by their betters. Most people, when it comes down to it, are content with the illusion of influence as long as they are at the center of the publics idea of power. Case study: When I have a client in the process of globalization it is important to get them built into legislation that is being put up for vote. Whether its the USA or Europe, I never communicate with the politician directly, thats a waste of time; instead I go to his handlers not his campaign manager, assistant or any of the traditional blockers. I go where the money is, because once you find out who funds his campaign with capital and votes, everything is easy from there. Congressmen, senators, governors and mayors of large cities are chosen to be a talking head, a willing hand puppet, by special interest groups that will flip the bill for the campaign and make sure that the votes are in place to be re-elected, as long as the political figure continues to play ball and stick to the agenda.
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To the uninformed and uninitiated, the apex of the pyramid of power is usually represented by the face of a political organization (Republican, Democrat, etc.) But three powers influence everything this individual does; moneymen, lobbyists and special interest groups. If you just donate money to a candidate, the most it can get you is a favor or a letter for your kid to get into private school. The power, the absolute power, in politics is social influence and the ability to bring with you an ocean of voters, turnkey and ready to go. Try to find one conservative Republican politician in the South who isnt backed by the Southern Baptist Convention or Christian Coalition. The capacity to provide votes and a cause-type following can also be applied to the business world. When we set up strategic alliances or recruit board members or CEOs the main criteria at the end of the day are money and votes. We look for people who have successfully raised capital and increased revenues during their time with their previous companies. As for votes, in the corporate world that would be termed alliances, support that will be turnkey for my client with this executive, board member or alliance. What does the candidates direct contact portfolio look like? Whom will they bring through the door that will offer an instant benefit for my clients company? Money + Alliances = Power. If you are trying to establish yourself as a power broker in the political or corporate realm you dont need to actually have the money, just access to it. Access can be defined as direct parley with those who cut the checks and the influence to get them to move when the time is right. Influence, alliances and voters are easy Taking a Company Public
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to obtain for those who are natural networkers. Talk little, do more. Have a plan as to what you are trying to do. Decide what you are trying to influence and build your network from there. Dont start from scratch trying to put together a group of followers; instead, lobby figureheads or management. Start brokering power among these groups; make introductions but always leave out just enough so that people need to call you when they need something. From here you should be able to build a solid power base of influence. Dont come across as too eager. Instead, get to know these individuals in a calm, easy manner. Research them before you initiate contact and even your first contact cant seem intentional (you may want to run into them at your local tennis club or golf club and strike up some conversation, etc.). Then during conversation make a mental note of the topics and their needs and from their needs youll know how to refer and network them. Ask nothing in return, ever! Instead, the contact and affiliation is all you are trying to accomplish here. Building your organization of influence in this way will rapidly get you where you want to be without wasting time catering to the wrong people.
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The Road to Corporate Power
In a perfect world one could dominate the marketplace by being a nice guy, and the executives at the apex of the power pyramid could get there with kisses, hugs and backrubs. But the unfortunate reality is market domination comes from injecting fear and chaos into situations that call for it. The steps to the top of the food chain are created out of necks and throats that you will need to stomp on in order to reach your goals. I try to listen to happy-go-lucky leadership training and How To Win Friends and Influence People type of material to find a catalyst that will persuade me to think differently, but as an individual submerged in the ugly corporate and political art of the power play I have no choice but to look at things as they are. Reality isnt the so-called American dream or the feel-good biography of a new age guru; to the contrary its Machiavelli and Nietzsche. The world is an ugly place and the path to a position of power is grotesque with vibrations of ongoing distractions and ear-shattering chants of naysayers. Youll find that the rich and powerful didnt make a fortune from being Mr. Nice Guy; instead they earned their millions Trump-style; they inherited. If youre a first generation C-level executive youre most likely beating down a path for your children, so that all they have to do is pick up where you left off. Youll be stepping on a few throats, making enemies, and tossing and turning at night in order to preserve a place for your children. Fortunes are built on the bodies of those who gave up on the trek to prosperity. Turn inward, put on blinders and ear plugs, and keep moving forward.
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Focus on the here and now when you get discouraged, but keep one eye on the prize. Study The Prince by Machiavelli, The Art Of War, The Five Rings, 48 Laws of Power and other books that will train you in the strategies of economic warfare while delivering the tactical information needed and simultaneously feeding the intellectual nutrients youll need along the way. Theres no room for a sidekick on this path and those from whom you expect support and allegiance will almost certainly disappoint you. Your loyalty to them will prove counterproductive and youll need to make some difficult decisions along the way.
Crisis Management Done Properly
For the economically nave and entrepreneurial utopia seekers, this information isnt for you. Press that X at the top right side of the computer screen and open up a new browser and go to some other website. For those who are more comfortable with the truth and understand that what seems to be a gentle lapping shore is nothing more than a typhoon of lava spinning uncontrollably around you, keep reading. Every second of every day a new crisis will come to a head via your oppositions out-of-bounds and under-the-belt methods. Your competitors intend that their blatant lie or sucker punch will cause you image damage or a crumbling client base. Your response should be just as dirty and everlasting. Never allow an individual, client or competitor to get close enough to engage and initiate an offensive. But when it happens, you need to take this tap to the chin and respond with a sledgehammer to the skull of the opponent. You will need to
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pummel them from every angle both personally and professionally. Good crisis management is like having micro-militias ready for action, any time and in every place. The first thing you need to do is to counteract the negative publicity issued by this entity in regard to you or your company. With every ounce of legitimacy and industry authority your company has established, call the information into question by publicizing concepts that will confuse the public as to the competitors ability to follow through with their claims. Then, inject cancer into the cell that carries the message so that every area of coverage that this company has becomes infected with the message that you put out. Find out first about the individual who has taken it upon himself to publicize his negative opinion about your company. Next, who is his direct management? Who is the executive over this management? Who are the companys most obvious strategic partners? What is their most critical distribution or sales alliance? Is it a public or a private entity? With the above information you should chart the entity with a plan for annihilation. This offensive must be quick, strategic, planned to the t and without mercy. And finally this devastation must be handled via third parties and as public as possible. The best way to get this done is by calling local competitors who have been affected by the market presence of this company and organizing them as a regional militia that will infiltrate the entity and follow through on your behalf. To get them
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to the point of action, show them the advantages of owning the regional market share of this target. Offer them economic supplementation for their efforts. Use an outside social media vendor to help this militia gain the regional advantage and distribution mechanism under their name via your social media vendor. You need to stay in control of the social media distribution so that the information release is timed perfectly. The attack must encompass the individual who initiated this action against your company. Every ounce of legitimacy they have must be called into question and then stamped out of existence so that their presence cant possibly be perpetuated in the industry by getting another position. Then work your way up the management chain, each time mentioning the initiator who put this into motion. Corporate crisis management is not defensive, but a war strategy offensive. Its not a reaction; its an act of obscene annihilation that is swift, public and a demonstration to others of what will happen if they try to cross you.
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Corporate Disinformation and the Roadblock Chaos Strategy
Political and corporate strategies merge and they use the same chaos injection and roadblock mechanism of control. In both realms, invisible hands reach in and attach strings to the soul, making the populace the marionette of agendadriven managers. Control is the name of the game when setting up a process to maintain and guide a group, individual or movement along the path desired. Implementing strategies that yield a desired outcome comes down to the action of setting up roadblocks and challenges to cater to the innate human motivation to take the path of least resistance and minimal effort. Leaders, including religious leaders, quickly and efficiently establish control by catering to the ego via subconscious triggers in the news. They first focus on two target groups: those who wear a designer label on their chests and those who wear their religion on their sleeves. Each of these groups is in search of identity, legitimacy, inclusion in a concept larger than themselves, and a voice. By projecting a brand larger than themselves they are attempting to gain the personal level of legitimacy that the brand, as a whole, has in their immediate environment. These groups also use a brand cause in an effort to convince themselves of the solidity and legitimacy of their beliefs. Those who either dont wear deliberate representations of brands or bring up the concept of their religious curiosity are typically more reserved, self-assured and less likely to bypass the subconscious critical faculty. Engineering a roadblock system is actually much easier to do than one may imagine. A master of this method is the United States government. The establishment makes little people feel important by their get out and vote and Taking a Company Public
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audacity of hope propaganda campaigns that convince the masses that their individual ballots count in the critical presidential election and that their votes can change the course of the election. When tactics are implemented properly via media propaganda, Sunday sermons, concept seeds and Im searching for my identity activism, scores of post-hypnotic cues are planted that can be triggered down the road for a desirable outcome. For example, the government is gradually taking away rights with the Patriot Act agenda; Americans are giving away their constitutional rights by the boatload with very little effective objection from anyone on the right or left. For those who step up to bring attention to whats going on, there are a series of roadblocks set in place like a crisis-management template that takes away the legitimacy of the source and limits the protectors access to publicity via media control. The same can be done with a corporation. If I had a penny for every propaganda and crisis-management contract Ive been offered, Id be able to pay off the national deficit (OK, thats a far stretch but you get the point). Obviously as a boutique firm we only choose the projects that cater to our direct skill set so we pay attention to corporate genre, industry niche, C-level pedigree, board organization and pedigree, and what the potential client is actually trying to achieve. For the most part, though they are afraid to say it, they want mind control over clients, potential clients and shareholders. Thats really what they want to achieve when they make statements like, We need to get our information to the public in a way that is conducive to investor confidence and client satisfaction or we need a crisis-management template put together for problem #1, problem #2 and potential problem #3 so that our stock doesnt plummet and clients dont stop buying. Taking a Company Public
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What they are really after is the ability to take an idea and distribute it in a way that enters into the publics subconscious like a multipronged fishing hook that, once swallowed, is virtually impossible to remove. But how does the company get the public to swallow? Easy; its like giving candy to a baby, literally. Though a majority of the population believes in the idea of free will, the reality is that most choices are the direct result of a message set in motion by an outside source that sees the individual as a target to control. The outcome of so-called free will is really just a path with roadblocks that guide the individual through a maze with the smell of personal gain and ego satisfaction, leading them to the outcome that was set in motion by the tacticians and strategists who have been charting their path and encouraging movement with emotional drivers via media, religion, education and peer pressure. This strategy can be applied to any business, political campaign or agenda. Its just a matter of having the proper support mechanism in place to influence the pawn.
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Controlling Movement Is the Beginning of Controlling the Mind
Control of the egos emotional elements is the only true path to the objectivity needed by the professional executive. You must learn to cut off the connection between emotions and the facial micro-expressions that are a direct result of the subconscious response instinct. This control will enable you to conduct a meeting, interview or professional conversation without offering up the primary body language as a form of intelligence collateral to those youre communicating with. Body language and the micro-expressions feed the necessary ammo to the intellectual interrogator that keeps them in control of the conversation, the conversations outcome and control over you in general. Communication is conducted first and foremost by body position, posture, hand position, foot position, handshake, chin position and eye focus indicators. The second most relevant communication mechanism is the automatic reflex of the facial response to a question before a verbal response is given. A firm, confident expression and body posture will enforce your authority position and keep the opposition guessing as they try to analyze the psychological undertone behind your words. Only allow body position adjustments and facial expression indicators when you are trying to use these functions to enunciate your verbal communication. The third communication mechanism is the silence between the prompt and the response. The last one to break the silence will have the upper hand. Finally the verbal component is the least effective communication as this is usually the action that destroys the strategy of retaining the upper hand. Verbal expression should be a combination of short yet powerful responses via command and authority over Taking a Company Public
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vocabulary, and the art of intonation to underline and emphasize key words that prompt the subconscious mind of the opponent to absorb the ideas and concepts behind the words. Look at a conversation as the opportunity to plant seeds and posthypnotic cues in the mind of your target that can be triggered in later conversations. Your overall body language, vocabulary and intonation act as needles that inject an idea and motivating drivers that prompt the individual to act when stimulated to do so. Control over ones environment is rather simple when the above strategies are put into place and made part of your complete communication in any and all professional settings.
Carry a Big Stick? No, Carry a Steel Club!
If you were walking into a group that was guaranteed to be hostile and you could choose one of the following as a weapon for your bodyguard, which would you take: a paper bag, a Bible, a rubber band or a spiked steel club? Well, if you took the rubber band you could snap at the people who were trying to pummel you into a bloody pulp, and if you had a Bible you could pray for a miracle while the mob gave you a wedgie that wrapped around your head six times. Or you could take a paper bag and put it over your head like a mask, but youd probably walk into a wall, get cornered and the slaughter would begin. I would have my bodyguard grab the steel spiked club and swing it like a maniac to get us away from that group as quickly as possible with as little injury to me as possible. You want to walk lightly and carry a bone-crushing bat; forget the stick. Taking a Company Public
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Why would you treat your crisis management any differently? You have competitors who stay up night and day meditating on variations of techniques that will take you down and pound you till youre unconscious. You want the most devastating crisis-management specialist, one who lives a life consumed and saturated with retaining sanity and honing his skills. You dont want a wimp or a guy with minimal contacts and favors to call in to assist you in rebounding from being the target of an economic assassination. You need someone who will come back harder and heavier and more devastating than anything your competitor could imagine. Think Machiavelli, Caligula and a machine gun, and youre starting to get the idea. Hit them from all angles. Go after their products, their integrity, their personal reputations, and continue to weaken them until they beg for mercy. Then put them out of their corporate misery. Make your actions public and make sure that people know that it was you who took that company down and why. Whoever said that business is not warfare was stupid and uninformed. Business, publicity and crisis management are not for the faint of heart. Having the right people on your side who take pleasure in the process of annihilation will make all the difference.
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Corporate Strategies: Chaos With an Agenda
There is a world that exists within our world; a place where chaos is king and puppet masters reign supreme, and a misdirected populace just begs to be controlled. This flipside to common conscious reality is the corporate and political strategy of chaos. What? Thats it, you say? Let me explain. Within the confines of chaos lies the origin of mans nature where the concepts of leadership and subservience coexist in harmony because there is order within clearly defined positions. The principal leader is typically invisible and the acquiescent are voluntarily exposed to satisfy the leaders subconscious need to appear to his colleagues as the organizational power head. It is the artificial fulfillment of this need that perpetuates the process. A common application of this perception is with a manager in a corporation. Within the minute immediate access to those below the manager, he appears to be the zenith of this structure, but the reality is that he is subservient to the vice presidents, who are under the thumb of the C-level executives, who are hand puppets of the board of directors, who are held liable to shareholders. The stratagem of order in chaos is just getting started. The group with the loudest voice in a corporate structure are the shareholders who in turn typically form the meek mild ocean of marionettes; and the circular mind bend continues. The interdependency of elements in this wheel becomes clearer, and the third source of influence in this model is introduced. This wheel has an outside source of influence that is more powerful than the elements within the wheel; it is the agenda of those who capitalize off of the
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perpetuation of the disarray that keeps those confined to the circle with foreheads to the grindstone unaware that they have the ability to look up and be liberated. The agenda influence injects the ideas and concepts that enable this environment to exist and without it there would be no stimulant to pressure intellectual, scholastic or professional development. The actual masters of the structure are an ever-evolving collection of global alliances possessing diversified interests that are interdependent and that continue the perpetuation of this universe. These include political leaders with the need to create jobs within a region, a consolidating organization aiming to capture a controlling majority of an industry, etc. And just as you guessed, each of these leaders is accountable to another structure and so the quantum mechanics, socioeconomic hierarchy, is the stimulant that perpetuates our inter-reliant existence.
Crisis Consultants, Economic Scalpers and Chaos Machine Guns
Imagine walking through the desert, malnourished and vanishing from thirst. The sun blisters your skin beneath layers of caked-on dirt and sweat. Youre on your knees in surrender to the elements and your situation couldnt possibly get any worse. Just then you feel a powerful hand grip your hair and yank it back to a clump, and you feel the scrape of a rusty, dull blade against your skull as the entire layer of hair and skin are ripped from your head. This, dear reader, is the physical equivalent of what its like to be on the receiving end of a corporate crisis-management, chaos-inducing specialist. Its plain and
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simple; when you experience something like this, rebound is impossible and defeat is imminent. When your board, strategic alliances, lawyers and priests have failed you, behind the shadows and out of the turmoil lurks a consultant whos intellectually exquisite while simultaneously primitive and raw. To cross him is to voluntarily disembowel oneself and enter into eternity before he gets you in his grasp. First, internationally, there are only a few consultants that service this unique niche of response and they are bloody expensive. When you finally call on a Machiavellian master of this caliber youll have typically exhausted all your resources fighting a disinformation campaign against your firm or a hostile takeover or defamation scheme that goes above and beyond anything your mind could conceive up to this point. People are malicious; corporations where evil administrators congregate are even worse. To combat this tactical malevolence one needs a solution twice as devastating and without mercy. These strategists will have a briefcase of chaos charts and templates, the way your accountant has tax forms or a magician has tricks. These tacticians sit up at night running through conjectural scenarios and counteractions with responses ranging from general response to full-blown, entitydevastating bedlam. These corporate grim reapers exist like ghosts and will have a full comprehension of your companys situation before they ever step foot in your office. Theyll have identified the defaming source, the mechanism of message distribution, the immediate partnerships that have assisted the opposition in molding their schemes, and they will be able to predict where their resources for enabled-message delivery end. Taking a Company Public
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The first thing your crisis-management bulldog will do is to hand you a new list of alliances, typically with companies that are outside of your direct contact capacity and that can materialize via introduction only. This will typically be done beforehand and the new contacts will be waiting for your call. Hell hand you single pages of pencil squiggle but as you look closer they are charts and timetables for the implementation and time-release integration of his strategy for your rebound. Classically the mission of this practice is to obliterate the information-delivery mechanism which by default will typically cut the jugular of the oppositions corporate lifeline. Next, singling this company out and leaving it standing alone and exposed becomes the play. The purpose of this is to polarize them with industry disinformation that their water supply is tainted, and that drinking from or being seen drinking from their well could be hazardous to a companys ability to exist. Chaos induction comes next via distortion of the clients distribution channel and disinformation response. Using social media and other high-volume informationdistribution channels is the mechanism for assimilating the cancers that will become their life. Soon, the opposing entity becomes just another rotting corpse on the side of the desert highway to success. At the end of the day, the company that initiated this dirty process to gain market share has been eliminated as a threat. It may still be standing but its a cast-off skin of what it once was. A strategist who implements this process thoroughly will leave you with the satisfaction of catering to the needs of your new clients, who were Taking a Company Public
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once the clients of those who have wronged you. Your company should have an arsenal of stratagems in place for when a crisis elevates its ugly head, with a list of targets that will eliminate the threat and inject disarray into the message-delivery system that was used against you. Start with the 3-to-1 rule; for each individual negative, counteract with three positives, each with a massive publicity wrap that overshadows the threat while you deal with it. Lessen the possibility of a negative campaign gaining momentum against you by having an ongoing positive publicity campaign. If your company is public then your investor relations team should put this in place on your behalf. Every positive concept about your company should automatically be put through the following channels: social media, press release, phone room, unique article submission, podcast, webinars and other free information sources. Your positive information can be spoonfed gradually in a way that wins loyalty, scalability and streamlined perpetuation.
The Road to Public Markets
Its a sad fact, but the roadside to achieving a trading symbol and succeeding in volume trade with the OTCBB, NASDAQ and NYSE is littered with the carcasses of companies just like yours. I dont say that to discourage you but to help you approach with caution. Youll obviously need a consultant helping you along the way. Youre better off finding a boutique consultant rather than a high-volume facilitator. Boutique firms will structure your company pre-public in a way that will get the stone ball rolling Taking a Company Public
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and building momentum so you can steamroll right through the IPO process and up and over the critical market creation aspects of generating trading volume postpublic. Volume trading is the only way your company can succeed in the public marketplace. A volumeless public company, regardless of the exchange, is like the cast-off skin of a snake, a substance that is shriveled up and dead with no pulse, no movement and no hope of anything better than what previously existed. Solid or even mediocre trading volume will allow a company to collateralize its securities for cash, lines of credit, loans, acquisitions, merger facilitation and just about anything else it needs. Obviously too much dilution too quickly can damage a company so, just as with taking in strong alcohol, all things in moderation. A candle burns out quickly if its lit at both ends, so have your strategies team create benchmarks for steady growth. Think about the Sun Tzu method of slow, slow, quick, quick and apply this to business. To steal another concept from The Art of War, dont burn out your troops with constant warfare; take time to step back, regroup and reevaluate. The plan for this year as laid out today will most likely be adjusted in two months. This is normal, and as youre making these adjustments, there should be a chain response of positive reactions down the staircase of command that cater to this adjustment by informing alliances, employees, consultants and associated management. If your company has brought on qualified consultants, use your head, listen to them. Dont be bureaucratic with minor decisions. Micro-management has never worked and is the biggest reason for company failure. Company founders need Taking a Company Public
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to know when to step back and step away. Dont try to figure out and approve a process in which you have no background. The ego oftentimes cripples the growth and crumbles the spine of what could otherwise be growing and prosperous companies. The ego, unqualified staff and intricately involved founders will grow your company the first couple of years but will obliterate your chances of expansion down the road. Qualified management, absence of ego, strong alliances and a process that centers around scalability are what will take your company over the top and successfully into the global marketplace.
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C H A P TE R 1 3 The Art of Executive Interrogation: How to Hire the Right Executive Every Time
If you are taking your company public, expanding your corporation, doing in-house cleanup to get rid of dead weight or just filling a C-level or VP level position at your company, your hiring method should be clear, concise and deliberate. In addition to the resume, you need to take into consideration every intricacy that the individual being interviewed has. You need to pay attention to what is said, what is not said, gestures, verbal intonations and the overall presence of the individual. Here are a few things to take into consideration when hiring an executive. First look at the obvious. Evaluate the overall attire of the individual; pay attention to his or her suit, dress shirt or blouse, tie and jewelry, and dress shoes and even the shoelaces. Are his suit, shirt and tie crisp, conservative and pressed? Are his shoes shined, scuff free and are his shoelaces in good condition? When he crosses his legs and his socks are exposed, what is the condition of his socks or stockings? These things may seem artificial, pretentious and pointless, but keep in mind that you are hiring the appearance of the individual as well as the mind. Most times the clothing condition and selection tell us a lot about the subconscious activity and mindset of the individual. Do they pay close attention to detail? Do they have a clean presence? These things are tells every time the executive stands before a client or panel. Next is the interview. Obviously youve gone over their resume and checked references before you even bring them in for a serious interview so lets go past the
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general inquiries that go along with an executive interview. You need to evaluate their intellectual and emotional fitness by getting right to the point. How much do they know about your company? Finding out how much theyve researched the company will demonstrate their level of motivation to become part of the team with a focus on making a contribution. The strongest candidate will come into an interview ready to define their role and express the realities of what they bring to the table in the form of contacts and intellectual capital. Ask the candidate to tell you, in their own words, from their own research, where they see the company in five years with them in a leadership position. Ask them to give five to ten strategic alliances they have planned for the company and what that will contribute to the bottom line of the company. What expansion experience do they have? Ask them what makes a company in your position better or worse for being public or private, and have them elaborate. Ask them to critique the top executives of the company and how they would reorganize the company if they had their way. Get past the artificial nature of educational pedigree and ask them about their professional pedigree and how it has prepared them to join your corporate team. Now, during this process pay close attention to their physical gestures and take notes. As youre asking them questions look for the subconscious movements that communicate their responses. Look for gestures that demonstrate confidence, arrogance, and security. Are they sitting back in the chair when they are talking? (If so they are too comfortable; a qualified executive will be sitting up straight without letting his back rest on the chair. You, on the other hand, should be relaxed and
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sitting back.) Are their legs crossed? Are they using their hands? Is their forehead crinkled or calm? Are they making use of a strong vocabulary that can strengthen their presentation, etc? Hiring the proper executive for a specific role in the company can be challenging but using the process above to help weed through the poor candidates will help you in securing the perfect candidate.
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C H A P TE R 1 4
Pre-IPO Investing:
The Unrivaled Profit Center with Minimal Access
For investors, theres always a once-in-a-lifetime opportunity happening for someone else. There is always a story about a guy who got in on an IPO for a software company that turned him into an overnight millionaire. Or that next big biotech IPO for a company that has the closest thing to a cure for Alzheimers that the industry has ever seen did a small pre-IPO raise and then closed out the offering. Now theres talk of a buyout; again overnight millionaires will be made. Are the investors who grabbed these opportunities exceptional in terms of their research capabilities and knee-deep in investment banking contacts that give them insider info on the down low? Most likely they did two simple things the right way. First, they made themselves available for opportunity by subscribing to IPO alerts from reputable firms. If youre quick to action you could find yourself in the middle of an obscenely profitable venture. Second, its the luck of the draw for those who are willing to put themselves out there for a little acceptable risk for the chance of big reward. Obviously blatant risks like Forex, Pink Sheet pump-and-dumps, and pie-in-thesky concepts that dont have a chance in heck of actually working are for the few adrenalin junkie millionaires who thrive off of the rush of, um well, losing. If, hypothetically, you get access to a possible jackpot IPO in the rare pre-IPO stage what is your next move? Whom do you call to help you with research, and how do
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you evaluate the company on the spot based on the prototypical PPM? If its your money its fine to get a second opinion but you need to know what to look for in a viable investment. Here is how you do a spot-audit for stability in an investment in the pre-IPO phase: 1. Look for a solid corporate structure consisting of well-pedigreed professionals in C-level positions, strong and diversified inter-industry board of directors, secondary advisory board, strategic alliances, an equity/share distribution mechanism that is organized and compliant, and a share price based on a solid valuation by a reputable firm. 2. Is the firm in a growth industry? When you look at the founders resumes in the business plan are they serial entrepreneurs with a track record of modest success but minimal focus? Or have their careers been targeted and focused on one single direction? You want a professional who has worked his entire life honing his skills and pedigree for this particular industry and this one opportunity, and hes all in and there is minimal possibility of pump and dump. 3. What is the companys 12-month strategy post-public? What is the growth strategy? If they think they can grow organically theyre in for a shocker. They have to show a plan for post-public growth through acquisition and subsidiary merger. What targets do they have lined up and what will they bring to the company that will ultimately affect your share price and overall investment? Who does their legal? What is their post-public market
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creation strategy and who is their contracted investor-relations firm and what is their track record for dealing with companies in this industry genre? What is their globalization strategy for rapid and expedient but controlled growth? 4. Are they politically connected? What strategies firm are they working with to gain global and incremental political and legislative support? What legislative bills are they mentioned in, and what legislators are sponsoring and cosponsoring the bill? What type of photo ops and press are being set up to make this company the face of the industry? Never invest with borrowed funds or capital that you depend on for retirement or necessity. Only invest with capital youre not afraid to lose (this goes for any and all investments). Getting involved in pre-IPO opportunities can be very rewarding for the informed, accredited investor. Do your research and make yourself available to the right circles of influence that can act as hotbeds for opportunity. Surround yourself with industry insiders and ask lots of questions.
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CHAPTER 15
Final Words of Advice:

The CEO Is the New Governor
The objective of todays CEO is survival, survival in terms of enterprise position. The CEO has to pick up the shattered remnants left behind by the lies and failures of elected officials and institutions. Todays senior executive needs to be a congressman, judge, mayor and priest all rolled up into one. The livelihood of ones employees/constituency depends on the CEOs expansion tactics, emotional stamina, intellectual foresight and willingness to enter into an economic cage brawl to protect the company, its shareholders and the employees who depend on the entitys survival for monetary sustenance. Surround yourself with the most proven advisers you can find as you expand and go public. Recruit guerilla networking maniacs to set up strategic alliances to grow your company into new areas. Expand when competitors expect you to roll up and die. Keep in touch with shareholders. Communicate with newsletters, email, and press releases, and via expert panel interviews on TV and radio. Step up and take your position at the apex of the influence pyramid of your industry by demonstrating your expert status with podcasts, iPod and iPad information applications, webinars and a solid blog. Give the market what it wants; free information. Make how-to videos and write informative articles. Educate the public and lead them to your company for facilitation. Always promise low and deliver in a way that is beyond the expectations of the customer and shareholder.
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In every environment there are leaders and followers. The leaders will each have a flock. Do your research and initiate communication with these shepherds. Show them the advantages to coming down your path and the rest will take care of itself. Win/win relationships always yield possibilities for capitalization. Seek out board or advisory positions with inter-industry entities and set up powerful alliances where you can share the weight of publicity and merge distribution channels. Get to know your legislative representation. Find out what bills they are sponsoring and co-sponsoring, and offer expert input and cooperation for legislation having to do with your industry. Once youve achieved a relationship or mention in a bill, publicize it. Become the face of a movement. Last, do some good! Get involved at the grassroots level and change peoples lives. Volunteer at a soup kitchen, offer a company scholarship to help hard-working seniors go to college, or coordinate with your employees to volunteer at nonprofit events. Of course youll put this interaction through the regular publicity channels to set the standard for your locality as well as your industry. People no longer believe in their governmental leaders; senators, governors, presidents or prime ministers. These positions are filled by do-nothing power enthusiasts. C-level executives can step up and step forward. The road will be difficult and challenging to navigate but in these times we need leaders who see the bigger picture and are willing to carry the torch and lead.
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C H A P TE R 1 6
Resources
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How To Use This Book

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Can You Go Public?

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Taking a Company Public

Setting Up a Corporate Structure

Taking a Company Public

Its More Than Just Taking Your Company Public

1. Board of directors selection

2. Board of advisors selection 3. C-level executive selection and qualification

mpany A t Co fte n lie

6. Business plan authoring 7. Private placement memorandum authoring (if needed)

9. Third party audit

8. Investor referral program

Taking a Company Public

Globalizing Your Company Its You Against the Machine

Taking a Company Public

Take a Company Public? Youre a Tasty Treat for Wolves

Taking a Company Public

Taking a Company Public

Taking a Company Public

Hiring a Corporate Attorney

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Taking a Company Public

Taking a Company Public:

Corporate Structuring Process

2. Board of Directors Evaluation

Taking a Company Public

Corporate Structuring Process, continued

5. PPM to Sell Equity Legally

Viral Publicity Campaign

1. Encompass the Corporation

Taking a Company Public

various products and services with individual campaigns.

2. Publicize Each Executive

Taking a Company Public

Find a Corporate Consultant

Find a very solid corporate consultant.

A consultant should provide:

Taking a Company Public

Become a CEO Who Can Make a Difference

Pick an industry niche and submerge yourself.

Taking a Company Public

Submit how-to videos demonstrating your expert capabilities.

Put out press releases about you and new projects.

Make yourself available for expert panel participation.

Taking a Company Public

Get on boards of directors and advisory boards.

Getting Attention From Executive Recruiters

Taking a Company Public

Becoming the Executive You Want to Be

Taking a Company Public

Taking a Company Public

Taking a Company Public

Taking a Company Public

Taking a Company Public

Taking a Company Public

Preparing to Go Public and Post-Public Investor Relations Power