taken your company public

7/29/2019 Taken Your Company Public

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Taking a Company Public 1

Taking a

Company Publicand Corporate Strategies Manual

eBook Published by Princeton Corporate Solutions, LLC


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How To Use This Book .............................................................................................................. 5

CHAPTER 1: Can You Go Public? ............................................................................................ 6

CHAPTER 2: Setting Up a Corporate Structure ........................................................................ 8Its More Than Just Taking Your Company Public ............................................................... 11

Globalizing Your Company Its You Against the Machine ................................................. 12Take a Company Public? Youre a Tasty Treat or Wolves .................................................... 13Hiring a Corporate Attorney ................................................................................................ 16

CHAPTER 3: Taking a Company Public:The Step-by-Step Process in Plain English ............. 19Corporate Structuring Process .............................................................................................. 19Viral Publicity Campaign ...................................................................................................... 20Corporate Structuring Process, continued ............................................................................. 20Find a Corporate Consultant ................................................................................................ 22

Find a very solid corporate consultant .............................................................................. 22

CHAPTER 4:Become a CEO Who Can Make a Dierence ................................................... 23Things to Do ........................................................................................................................ 23

Pick an industry niche and submerge yoursel. .................................................................. 23Join the top 20 industry special interest groups and get involved at every level. ................ 23Post articles about your industry, and run a blog to generate trac to your website. ........ 24Submit how-to videos demonstrating your expert capabilities. ...................................... 24Put out press releases about you and new projects. ........................................................... 24Make yoursel available or expert panel participation. .................................................... 24

Getting Attention From Executive Recruiters ....................................................................... 25Get on boards o 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 ................... 32Current Financial State o the Company ............................................................................... 32Corporate Inrastructure....................................................................................................... 32C-Level Executive Pedigree ................................................................................................... 32Strategic Alliances ................................................................................................................ 33Team Facilitating the IPO .................................................................................................... 33Pre-Public Share Price and Anticipated IPO Price ................................................................. 33Post-Public Investor Relations .............................................................................................. 33What Is in an Investor Relations Campaign? ........................................................................ 34

Post-Public Acquisition Strategy ........................................................................................... 34

Table oContents


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CHAPTER 7:Making Your Stock Grow Fast .......................................................................... 37Solid Corporate Inrastructure .............................................................................................. 37Well-Pedigreed C-Level Executives ....................................................................................... 37Growth Through Acquisitions .............................................................................................. 37Strategic Partnerships ........................................................................................................... 38

Solid Viral Publicity Campaign ............................................................................................. 38Expert Panel Position in Media............................................................................................. 38White Hat Email and Newsletter Announcements ................................................................ 39Market Maker and Broker Cooperation and Activity ........................................................... 39Growing With Acquisitions .................................................................................................. 39

CHAPTER 8:How to Succeed With a Public Shell Merger ..................................................... 41Corporate Inrastructure....................................................................................................... 41What to Watch Out or in Buying Shells ............................................................................... 43Avoid Pink Sheets ................................................................................................................. 43Check or Liens .................................................................................................................... 43

Free Trading Shares .............................................................................................................. 43Pump and Dump .................................................................................................................. 43Post-Public Needs ................................................................................................................. 44Angry Shareholder Liquidation............................................................................................. 44

CHAPTER 9: Global Expansion ............................................................................................. 46Corporate Inrastructure....................................................................................................... 46C-Level Executive Pedigree ................................................................................................... 46Scalable Corporate Concepts ................................................................................................ 46Domestic Strategic Alliances ................................................................................................. 46Proper Online Viral Presence ................................................................................................ 47

Expert Panel-Worthy PR ....................................................................................................... 47Expansion Process and the Realities ..................................................................................... 48Is Your Service Needed in China? ......................................................................................... 48Distribution Alliances ........................................................................................................... 48Local and Federal Level Support........................................................................................... 48Dierence in Business Ethics and Practice ............................................................................. 49Evaluating Strategic Partners (3 sets o books) ...................................................................... 49Local Research Contacts....................................................................................................... 49Take Your Company Public .................................................................................................. 50Plug-in Business Models ...................................................................................................... 50

Many Chinese companies eel more comortable dealing with a public entity. ................. 50

Chinese companies desire to go public. Most o them go or the OTCBB Growth. ........... 50


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CHAPTER 10:Advanced Corporate Strategies ....................................................................... 51Winning Is Temporary, Annihilation Is Permanent:............................................................... 51Corporate Strategists Speak .................................................................................................. 51Many Will Strive But Few Will Succeed in Achieving a Power Position ............................... 52Using War Strategies to Eliminate Competition .................................................................... 54

Competition Control and Deconstruction ............................................................................. 57Do You Have a Corporate Playbook? ................................................................................... 58Analyzing Body Language and Micro-Expressions ............................................................... 60Applying Competitive Pressure Points .................................................................................. 61Do 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 Warare................................................................................................................ 68

The Superior Execution o Establishing Infuence ................................................................. 71Investor Relations Scammers and Pump-and-Dump Chumps ............................................... 73Claiming Ground: The Oensive in Corporate Expansion ................................................... 76Corporate Publicity and the Necessary Element o Emotion ................................................. 79Power and the Pyramid o Infuence ..................................................................................... 80The Road to Corporate Power ............................................................................................. 84Crisis Management Done Properly ...................................................................................... 85Corporate Disinormation and the Roadblock Chaos Strategy ............................................. 88Controlling Movement Is the Beginning o Controlling the Mind ......................................... 91Carry a Big Stick? No, Carry a Steel Club! ........................................................................... 92Corporate Strategies: Chaos With an Agenda ...................................................................... 94Crisis Consultants, Economic Scalpers and Chaos Machine Guns ....................................... 95

The Road to Public Markets ................................................................................................ 98CHAPTER 13: The Art o Executive Interrogation:How to Hire the Right Executive Every Time ........................................................................ 101

CHAPTER 14:Pre-IPO Investing: The Unrivaled Proft Center with Minimal Access .......... 104

CHAPTER 15:Final Words o Advice: The CEO Is the New Governor ................................ 107

CHAPTER 16:Resources ....................................................................................................... 109


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Think o this book as a situations template handbook or companies that are

going public or expanding. This manual oers step-by-step ormulas or topics

such as going public, investor relations, globalizing a concept, troubleshooting

underperorming stock, corporate structuring and much more. It provides quick

strategy templates or the most common occurrences o the going-public process;

when a situation arises the reader will have the ull solution method under one,

easy-to-nd heading.

These procedures have been used by industry gurus who charge top dollar or their

consulting services and, when applied properly, they can work miracles or your

business. We have made every eort to make available the most up-to-date and

compliant methods but local, state and ederal statutes and regulations are ever-

changing and evolving so check with your legal counsel beore implementing these

or other concepts into your working business model.

How To UseThis Book


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Companies decide to go public or many dierent reasons: expansion, need or

capital, exit strategy, acquisition acilitation, globalization, etc. What are the real

advantages to going public?

First, lets go over the disadvantages. Your lie becomes an open book and as an

executive your spending habits and ailures will be a matter o public inormation

with your annual and quarterly lings. Youll be accountable to shareholders.

Youll have a board whose main interest is the company and the shareholders;not you or your need or a new luxury car, nancial bonus or a quick loan rom

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, dea, mute, quadriplegic (a bit extreme but

you get the point).

The advantages are numerous i your company is ready or the public realm. With

a solid trading volume, minimal dilution o stock, solid executive management,

an active board o directors, powerul strategic alliances and the ongoing advice

o a strategies consultant, your company can expand globally, identiy and grow

through acquisition and subsidiary mergers, and purchase entities and services with

stock to retain cash fow. Banks and other institutional lenders will make more

unding solutions available. Your exit strategy is built-in and turn-key.

Can You GoPublic?

C H A P T E R 1


7/109Taking a Company Public 7

The most successul public companies have a ew common themes built into their

inrastructure. They have recruited a proven and tested CEO, CFO and COO

with proessional pedigrees and track records who are recognized in the industry

and media, and will bring with them a strong ollowing o partners and solutionmechanisms that will typically yield instantaneous, empirical results on behal

o the company. The board o directors is restructured so that major industry-

enhancing components are represented such as industry niche legal, nancial,

distribution, domestic and international. Each o these board members will put

their contact portolio to work or your company or 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 reerred to as a xer, this proessional will

typically stand in the background constantly analyzing every aspect o the company

or 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 or the right organization. Having all your ducks

in a row pre- and post-public is the key to a successul oering and public markets

longevity.



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 o your

company, a COO. Many times the company ounder needs to step back and let

a proessional, well-pedigreed CEO take control o the expansion. Dont allow

your company to be another cautionary tale. A ounder ull o pride and limitedpedigree will absolutely take his/her company down. Which is more important,

your company or stimulating your ego? I your ego comes rst then throw in

the towel now because youll never make it in todays tumultuous economic

environment.

Deciding on a CEO can be dicult considering the applicable skill set that the

individual must have. In addition to a proven track record or success, the second

most important criterion is the contact portolio the executive is bringing into

your company or expedient growth via strategic alliance possibilities, political/

legislative contacts, established inter-industry vendors and executives, and o

course, the ability to raise unds. 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 o how they will manage your company. I they look reckless

Setting Upa Corporate

Structure

C H A P T E R 2



on paper, theyll be reckless in person. For the CFO you should do the same but

also make sure that they have experience with orensic 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 o the executive lineup will dictate the type o board members you

attract. Always pick an odd number o members to avoid stalemates when critical

issues need to come to a vote. Board members expertise should cover at least the

ollowing areas: legal, nancial, industry expert #1, industry expert #2, CEO/

ounder. The average small or medium-size company has ve board members.

Leave room or unding 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 o restricted stock and

exercisable options. Each member must be put through the same qualication

process as the C-level executives and held to the connes o a solid contract which

denes their position in detail. Leave nothing up to the obvious or subjective

translation.

Beneath your board o directors youll want an Advisory Board. This group is

similar to the BOD in some ways but very dierent in others. AB members are

typically proessionals actively trying to increase their proessional pedigrees and

appeal, to eventually qualiy to be a ull-fedged BOD member. These proessionals

will typically be compensated with restricted stock and will serve as the person

to ll the void when issues pertaining to their particular skill set are needed. AB

members are also a group to pull ree services rom and are oten the workhorses



or the BOD members who are setting up internal expansion or audit groups.

Next you need to reach out to complimenting entities or strategic alliances. These

companies or individuals will enter into a mutually benecial relationship or

co-op advertising, collective contract negotiation, contact sharing, BOD and AB

sharing, and liberal reerral o sources and clients. Strategic alliances are oten

detailed as contractual obligations or 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

identied and acilitated.

Small and mid-size companies oten overlook the importance o the legislative sideo 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 or optimal aect.

Your goal here is not to meet the gurehead o a political interest such as a senator

or member o Congress. Instead you must get to the root o the power. Youll need

to get on the side o the political lobby, special interest group or individual whose

unds and infuence dictate the outcome o the gureheads election. These are thetrue keys to the political kingdom. The politician is the individual who puts a ace

to the cause o these organizations and supports the issues that he is guided to

enorce.

These are just a ew o the mandatory prerequisites o creating a solid oundation

or a company built to last. There are several other intricacies to the ormula but in

general, the above oers a solid point o entry.



PrincetonC

orp

ora

teSolutionsStrate

gy

Faci

litatio

nHere is whatyour company

will look like aftera PrincetonCorporateSolutionsOverhaul

Cli

entCompanyAfte

r

1.Board odirectorsselection

2.Board oadvisorsselection

3.C-levelexecutive

selection andqualifcation

4.Strategicalliance

identifcation andacilitation

5.Pre-public

expansion strategyidentifcation and

acilitation

6.Business

planauthoring

7.Private placement

memorandumauthoring (i

needed)

10.S1 Filing and

comments by ourlegal team 8.

Investorreerralprogram

9.Thirdpartyaudit

11.15c211 fling by our

market maker selection,FINRA trading symbol

achieved

12.Powerul post-public

investor relations solutionsby partner companies to

create market and build stockvalue and trading volume

13.Corporate & product/service

publicity using TV and radio expertpanel interviews to promote theknowledge of executive, build

corporate brand and get trading

symbol out to the masses.

14.Post-public acquisition

identifcation andacilitation solutions

15.Post-public subsidiary

mergers and acquisitionidentifcation and

solutions

Its MoreThan Just

Taking YourCompany

Public



There is a system in place or globalization. In order to expand you need to become

part o the system. There is no organized group o puppeteers controlling your

economic ate and or any obstacle in your path there is a solution. Economics and

international expansionism combine ormula and contacts.

The ormula part o the equation is a process o corporate structure and strategic

organization. The contact piece comes into eect by having the corporate structure

and strategy in place. Seems like an illogical spewing o pointless doubletalk but let

me explain.

First, the ormula or globalizing your company is: board o directors and advisory

board recruitment and qualication; CEO, CFO and COO recruitment; strategicalliance build-out; pre-public valuation, modest undraising, third-party audit

(PCAOB), S1 ling, 15c211 Filing; Trading Symbol issued, investor relations; then

nally, growth and globalization unded via monetized public securities.

The second part o this process is use o 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 or 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 o executives and board

members.

Globalizing YourCompany

Its You Againstthe Machine



A quick note to company ounders who will be responsible or putting this plan

in motion: Find a consultant who specializes in strategic planning, globalization

and IPO (initial public oering) acilitation. This person will guide you through

the process. Believe me, these consultants are expensive but worth their weight ingold. They will help you recruit the proper pedigree o executives, board members,

advisers and initial strategic alliances in a straightorward 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 o

time until the predator snis out the prey and then all bets are o.

Globalize your product, service or ranchise opportunity ast and easily with the

proper team, structure, ormula and contacts.

So many companies make gargantuan mistakes that are irreversible when it comes

to undraising. Whether youre taking a company public, nding an attorney to le

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 or industry wolves.

Companies seeking these services with ill-inormed executive decision makers oten

all prey to predatory consultants who have no intention o ullling the services

they are being hired or, and couldnt do so i they wanted to. Upstarts and ast

talkers who call themselves business consultants may be nothing more than

resellers o a service provider who is a boilerplate, template-driven organization

without the contacts or know-how to acilitate an IPO, S1 or PPM.

Take a CompanyPublic? Youre

a Tasty Treator Wolves


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Youll be pulled in by their promise o delivery, mechanical jargon, their grasp

o the technical intricacies and polished use o terminology. But buyer beware!

Nine out o every ten consultants that Ive come across dont know the dierence

between a reverse merger and a direct ling or Regulation D Rule 504 andRegulation D Rule 506. Even worse, new or wannabe S1 acilitators oten conuse

a DPO with an IPO, and in the end the client, who doesnt know what questions

to ask, is let with a structure they cant capitalize.

I received a request rom an organization that wanted to go public at a time when

my schedule was completely booked. I reerred the transaction -- writing an

IPO or the potential client -- to a lawyer whose oce was near the client and

who had been calling me or 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 oering) instead o an IPO. A DPO requires dealing with state regulators,

and wasnt the right t or the company. I should have checked out the lawyers

knowledge beore I reerred her.

I youre looking or a real consultant who can actually come through with

the solutions or expansion strategies, stay away rom the pushy sales-orientedorganizations. 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 o moving orward. 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 o directors and more. Your response to these

questions will help the strategist ormulate a plan to set up a structure that works.

Stay away rom broker types who love your business and dont or cant poke

holes in your corporate structure, expansion strategy, board o directors or other

elements o your business.

On another note, walk away rom those who try to disguise their true lack o

comprehension with tech talk. They are just trying to distract you rom the act

that they dont have a clue as to what they are doing. There are so many distraction

techniques.

Also, watch out or services that simply author business plans and Private

Placement Memorandums without running through your exit strategy scenarios.

Sorry to be the bearer o 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 rom templates.

Use a service provider that can take you rom point A to point B either all in-houseor 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 yoursel up to be the monkey in the middle o a pass

the blame game.


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There is a rustrating misconception that is rampant among the entrepreneurial.

The notion that you hire an attorney based on rate and claimed area o 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 ater all, who are you to argue? This chapter will tell you

exactly who you are when talking to an attorney or services.

First, retain your attorney beore you are in a crunch. As a business owner

youll most likely go to a contracts attorney to get your paperwork reviewed or

loopholes and verbiage. Get reerrals rom riends and colleagues and compile a

list o candidates. Now make a list o questions that youre going to go over with

them. The theme o the questions and the timing are important or optimal eect.

Establish a playing eld. Attorneys are used to running the conversation and the

last thing that they are expecting is or the client to actually have a solid grasp o

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 behal

o the client. I hes not a litigator look into how active he is in publishing case

law concepts or other proessional expert status identiers such as TV, radioor podcast interviews. Does he sit on the board o 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 oer? What makes this attorney the

best choice or you?

I he doesnt seem willing to step up and sell himsel, walk out. Dont waste

another second in that oce; i you hire this lawyer, you will regret it when its

Hiring aCorporate

Attorney


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time to use his services because he will ail.

I 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 o industries they serve. The key here is to nd out the type

o 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. I the attorney truly serves all those companies

and has been in the industry or many years, you as the new client would expect

introductions to his client base or mutually benecial and protable relationships.One thing I know about attorneys who deal with businesses is that the bad ones

only want to hear rom you when you have a problem or crisis because then

they get to charge premium dollar and they dont have to do anything but le

paperwork or make a couple o calls and hold on to the rest o 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 reerral hub on steroids. Demand that type o service rom your corporate


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attorney and accept nothing less. I your attorney is lazy during the good times

they will be lazy in the bad and youll be the one to suer. You dont want a

calm, laid back lawyer. He should be cool and collected but constantly spouting

o introductions and strategic partnership opportunities. Never hire an attorneywithout these qualities in mind.


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I 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 o all, youll have to do some corporate structuring. Your C-level

executives must have decent educational and proessional pedigrees so

they can pass due diligence.

2. Boardof direCtors evaLuation

Your board o directors needs to have an evaluation done. I you

dont have a board, one should be elected. Each member o the board

should have something solid to oer in the orm o strategic alliances,

nancing 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 o their publicity and team up

on various ventures.

Taking aCompany

Public:The Step-by-Step

Process in PlainEnglish

C H A P T E R 3


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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 nancials you might have.

For nancial projections, go out about three years. This is sucient or

private investors and private equity unds youre seeking in your pre-

IPOs.

5. PPM to seLL equity LegaLLy

Break down the amount your company needs to raise, and divide itinto shares. With these gures as a basis, create a Private Placement

Memorandum (PPM) to help you sell equity in your company and stay

within SEC guidelines.

Once your structure is in place, the next thing you need to do is create astreamlined 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. enCoMPassthe CorPoration

First, the campaign or publicity should ocus on the corporation in general,

by emphasizing the company name, the industry, and then breaking down the

Viral PublicityCampaign


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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 thepublic, potential investors, and inter-industry contacts and alliances that these

executives are indeed authorities in their specic elds o expertise.

Viral publicity can be broken down into ve major genres:

Videos YouTube and those types o high-visibility video sites.

Social and News Bookmarks

Unique Articles Articles written by various executives o thecompany oer a great way to raise their prole and show leadership

in the industry.

Press Releases These brie announcements are great outlets or

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 rom theaudio 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 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 le 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 PCAOBauditor.)

Market makers to le 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 long-

term results o your share price.

Publicist contacts The consultant should have several publicist contactsthat deal with dierent types o media; newspapers, industry-specic

journals, getting you on expert panels, and setting up radio and TV

interviews, etc.

Find a CorporateConsultant


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Things to DoHeres a quick list o things to do to become an expert in your eld. You can

grow your proessional pedigree to make a name or yoursel.

Pick an industry niche and submerge yoursel.

First o 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 atevery level.

The next thing you want to do is to join the top 20 industry special interest

groups, such as your industrys particular version o the chamber o commerce. Getinvolved at every level by volunteering or projects and tasks. Get elected to boards

and committees; send out the groups email updates; head up projects; or whatever

you can.

Become aCEO WhoCan Make aDierence

C H A P T E R 4


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Post articles about your industry, and run a blog to generate trafc toyour website.

Gather all your knowledge and inormation about the industry and current events

and write articles that are both act-based and opinion-based to post on your blog

or personal website. Your blog and website should eature your resume to start

generating trac. With requently changing inormation and articles that refect

good insight, youll create a ollowing o regular readers which will lead to

invitations to become involved in industry groups.

Submit how-to videos demonstrating your expert capabilities.

Create videos about specic 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 o yoursel and those youre working

with. Most press release sites allow this.

Make yoursel available or expert panel participation.

You should make yoursel available and make contacts so you can be invited to


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participate on panels that discuss areas o interest in your industry. These panels,

with handouts or 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 o directors and advisory boards.

With your contacts rom industry groups, the media and your blog, seek

opportunities to be appointed to board o directors and advisory boards or any

or all companies or organizations. Board members oten receive stock options,

restricted stock and the like. In addition, these titles are great or building your

resume, and reinorce your expertise and leadership.

The busier you are, the more executive recruiters will want you to ll 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 greateryour visibility, the higher your reputation as a key expert.

Continue to raise your prole. Get your articles published in industry journals

and the local newspaper. Make yoursel available to television and radio news

programs as an industry expert. Consult or ree with industry blogs and websites

with high trac and public relations value. Work out a publicity deal in exchange

Getting AttentionFrom Executive

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or your eorts.

But dont reveal everything; try to maintain an aura o mystery about you.

Dont put personal inormation on social media sites; only use the Internet or

proessional sel-promotion. What will begin to happen is rst youll be asked toadvise on transactions such as private company restructuring, then companies in

the process o going public. Then youll be lobbied to take advisory board positions

with public companies.

Ater youve proven yoursel an active and solid adviser and your name is

associated with successul transactions youll begin to get the opportunity to serve

on boards o directors or public companies starting on the OTCBB and eventuallythe NASDAQ and NYSE.

Once youve established a pedigree with empirical evidence o strategy, contacts

and the ability to work with a board or the short-term and long-term betterment

o the company, open up the foodgates and let the oers come rolling in.

For many proessionals, entrepreneurs and business owners, their current inter-company and inter-industry position is a ar cry rom where they would like to be.

What is the actor that thrusts some people and companies orward, 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

Becoming theExecutive You

Want to Be


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and dominate in a no-holds-barred, bare-knuckle ght to the nish. You need to be

comortable with the act that not everyone will make it. Most o your colleagues

and proessional riends are not psychologically or proessionally 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 yoursel with people who

have the characteristics youre seeking to acquire. Chances are, it will take several

people to embody all o the characteristics you want in your uture sel, so nd

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 o 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 actor

to who they have become.

Next, determine to overcome any obstacles that stand in your way. Dump riends

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 rom 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 o that person you

want to be.

Put blinders on your eyes so there are no distractions. Youll nd that opportunities

will seem to all into your lap because you are willingly submerging yoursel into


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a subculture that has worked or all o those around you who are living the dream

that you will soon be part o.

As you step into this new code o conduct and proessional character you will

begin to steamroll orward. Some people will be crushed under the wheel o yourprogress, but this is a natural part o evolution some people dominate and others

submit. Use the element o arrogance, not in an articial way seen in insecure

people, but as a orm o sel-promotion.

Begin to state your opinion on industry-specic blogs. Put out industry niche

inormation videos on viral media sites. Bring Internet surers to your blogs and

videos with social and news bookmarking links scattered all over the web. Brandyoursel as the god o your industry. Your opinion matters, and ater others see

your opinions and concepts enough they will begin to see these ideas as the norm.

They will eel that up until now they have been misinormed and uninormed. You

are the person on the cutting edge o your industry who has the inormation 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, youcan take it one step urther with articles and press releases submitted to global and

high-prole directories and sites. This is just the beginning but you are on your way

to absolute industry domination!


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When the banks went broke, taxpayers bailed them out. Whos bailing you out o

your business unding needs?

Regulation D Rules 504, 505 and 506 may come to mind. This mechanism

allows an exemption rom SEC registration so that companies can raise capital

via a Private Placement Memorandum (PPM). Reg. D is a popular undraising

exemption because it allows companies to raise capital rom the public (riends and

amily) via private placement. Regulation D Rule 506 is commonly used becauseo its virtually unlimited undraising potential (Rule 504 allows up to $1 million,

Rule 505 allows up to $5 million and Rule 506 allows or 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 or investment capital;

this is not the case. In act, the PPM is or insiders only and should not be oered

to anyone outside o your immediate contact sphere. Failure to comply with this

aspect o SEC regulation can shut your raise down beore 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 o two

things; either youre growing and will become more o a threat and need the capital

to expand, or youre in trouble. Competitors will use every angle to sucker punch

Regulation DPrivate PlacementMemorandums

and InvestorSolicitation

C H A P T E R 5


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you when youre down.

Look past the act that the SEC will shut down your raise immediately upon

discovering your ailure to comply with regulations (and rightully 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 or expansion, what banks

and investors youre talking to or 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 youreabout to start spending some o that escrow cash, an anonymous call is made

to the SEC (you wont nd out until three months down the road that it was

that kid you red three years ago who is now working in the sales oce o your

largest competitor). Now the capital is rozen, investors are ticked o, and that

PCAOB audit you had set up beore your S1 ling is on hold because youre under

investigation. Your problems are just beginning.

A word to the wise: First, i youre using a PPM to obtain unding, do it the rightway. Hire a proessional and get legal advice so you comply with all laws and

regulations.

Second, keep a lid on it. Lets just say you ollow all the rules and bring in capital

rom riends and amily and you ollow SEC law to every minute detail. When your

competition nds out, i 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 oce 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 yoursel innocent, and the alse allegations are just as damning as i you hadtaken 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 o privacy and secrecy. Follow

the rules and keep your lips zipped. Dont let anything jeopardize your unding.


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Current Financial State o the Company

Beore going public, you should look at the current nancial state o the company,

how much debt you have, and any liabilities or potential lawsuits against the

company. These should all be cleared up beore you initiate the process o going

public.

Corporate InrastructureLook into your corporate inrastructure and make sure its conducive to rapid

growth and expansion. Plan or 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 o success with companies that are in your current position. People who

are investing in mutual unds or post-public nancing options such as private

investment in public equity (PIPEs) are going to look at the proessional track

records o your executive management team.

Preparing toGo Public and

Post-PublicInvestor

RelationsPower

C H A P T E R 6


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Strategic Alliances

Strategic alliances or 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 acilitate the IPO process. I you try

to make an initial public oering yoursel, most likely youll miss important

elements and do a less eective job. Market makers, broker dealers, OTCBB, IPO

acilitation rms, globalization consultants and strategy consultants are typically

good options or this team.

Pre-Public Share Price and Anticipated IPO Price

Beore taking your company public, look at your pre-public share price, and

realistically determine your IPO price. You will have a better idea o this when you

start your audit and look at your corporate nancials. 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 untilyoure actually public, but you should have a general idea beore 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 rom there.

You should always hire a proessional or something as important as this.

Post-Public Acquisition StrategyYou need acquisitions and mergers because obviously you cant grow a public

company organically.

Post-public investor relations are crucial. Beore going public, you should have

a plan or making investors aware o your IPO and keeping investors inormed

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 oering, youll be ready to go.

There are seven general issues to consider in planning your investor relations

program.

1. CorPorate PuBLiCityvia 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-specic 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 Frankurt Exchange, OTCBB,

What Is in an

Investor RelationsCampaign?


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NASDAQ and New York Stock Exchange, etc.

2. viraL PuBLiCity

You will also need strong Internet and social network publicity. Beore

investing in a stock, potential investors oten initiate a general Google search

on the company and its principals. Its essential that good inormation 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 rom potential acquisitions, mergers, release o various products

and services, expansion into international, regional or domestic arenas, new

executives hired, strategic partnerships. All o 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

or your stock. Not a boiler room with a bunch o 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 o your stock.


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You are simply creating awareness.

5. eMaiL aLertsto oPt-in dataBase

Obviously, during the S1 phase and even beore you initiate your public

oering phase, you will most likely have an opt-in email base o clients,

strategic partners, and investors. You should constantly send email alerts to

them, and give them rst 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 o

your company with other entities to use the scalability o that strategic partner.

7. stayin viewand keeP your naMeinthe 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

inormation or ree. I something is going on in your industry, make yoursel

available to give interviews. You should have a publicist whos constantly

pitching you to the media.


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There are eight actors that will help your stock to grow and fourish, especially in

the current economic environment.

Solid Corporate Inrastructure

Have a solid corporate inrastructure thats conducive not just to domestic

expansion but also to international expansion and product and service

diversication.

Well-Pedigreed C-Level Executives

Your well-pedigreed C-level executive sta should be able to demonstrate a proven

track record o helping companies in situations similar to yours to fourish 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 i

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.

Making YourStock Grow

Fast

C H A P T E R 7


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Strategic Partnerships

Strategic partnerships, both domestic and global, that can help with product

diversication, help you break in to other markets. They may have localized

legislative contacts that you can use and distribution channels they can open up toyou or expansion. Strategic alliances are extremely important.

Solid Viral Publicity Campaign

You need a solid viral publicity campaign to take advantage o social networks

on the Internet MySpace, Facebook, LinkedIn, how-to videos, unique article

submissions, and press releases. Dont orget about eectively publishing

authoritative solutions or inter-industry problems on blogs.

Expert Panel Position in Media

The CEO or other key leaders o the company will appear on expert panels on

radio or television to talk about your industry. A crawl at the bottom o the

screen, or requent 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 oten potential investors will be

reminded o 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 inormation and contact inormation. You should always eld phonecalls rom people who are interested in getting more inormation. Have a package

that can be mailed out through snail mail as well as digitized email in the orm o

attachments.

Market Maker and Broker Cooperation and Activity

Its best to have a ew 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 inormed. Youre

not having them call and solicit business like you would with a boiler room which

is the kiss o death or any public company. Instead you are just calling to give

good inormation that can help them decide i they want to buy your stock or pitch

your stock.

Growing With Acquisitions

Many entrepreneurs and executives want to move orward with the process o going

public merely or the ability to raise capital through the sale o stock. They usually

dont think o 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

o the use o the securities as collateral or loans and lines o credit, and so on.


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One o the most proound strategies companies can use to retain company equity

while capitalizing o o their public entity is to put up portions o their securities

as temporary collateral or loans and to use securities to grow through acquisition

o strategic alliances. Stock should be seen as cash and designated or appropriatepurchasing 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 or convertible aspects which could strip the

transaction o its advantageous nature.

Debt that converts to equity means giving up a huge bartering chip or uture

transactions. Dont give up equity unless you have to. There are scores o

companies that will lend against your securities without having to give up long-term equity. Use this strategy wisely and youll never have a problem getting

capital. Stay away rom 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 or capitalization with a publicentity. Going public simply to raise capital with your market maker or broker

dealer would be selling yoursel short. Take advantage o the countless ways your

securities can work or you.


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Corporate InrastructureSome 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 o 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.

Beore you merge into a shell, you should be sure your company is a successul

corporate entity with these ve 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 or an adequate shell. Most

companies that have shells charge a modest ee up ront, but will take the

majority o their ee on the back end. For this you need a viable business

model, preerably one thats already up and running and turning a prot.

How toSucceed Witha Public Shell

Merger

C H A P T E R 8


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3. doMestiC strategiC aLLianCes

Youll need solid domestic strategic alliances to pad your business model or

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 yoursel, 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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There are ew things to look or when buying shells.

Avoid Pink Sheets

Important note: Stay away rom Pink Sheets as they will get you nowhere.Legitimate companies do not invest on Pink Sheets. Whether they are institutional

investors or private equity unds, even traditional accredited investors will be very

reluctant to invest in Pink Sheets.

Check or Liens

Do a substantial in-depth check or liens.

Free Trading Shares

Look out or ree trading shares, even i the company is not mentioning them.

Pump and Dump

Be careul o pump and dump schemes which intend to sell you the company. The

company will have present shell holders and really solid investor-relations strategypost-public or the rst 90 days. Then theyll all dump their shares and pretty much

leave you with a pointless shell entity which is just a cast skin o what it should

have been.

What to WatchOut or in Buying

Shells


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Angry Shareholder Liquidation

Watch out or an entity that could not succeed in the public arena and is being sold

as a shell. You should be careul o angry shareholders who are trying to liquidate.

And beware o angry shareholders who are trying to liquidate through the processo suing the entity because those lawsuits could easily be transerred over to your

business.

In order to survive and thrive post-public, you need ve basic elements:

1. strong investor reLations

You need a strong investor-relations campaign ongoing, not only or the rst

90 days, but or the rst six to twelve months. Ater that, its just maintenance.

2. sCaLaBLe exit strategyfor investors

Youll need a scalable exit strategy so that investors can get out without

aecting your share price. Youll also need a way or the initial seed capital

investor to cash out without damaging your share price.

3 & 4. 50,000 to 100,000+ trading voLuMe daiLyand PiPe finanCing

Your goal or a new public entity should be 50,000 to 100,000 shares being

traded on a daily basis. I you achieve this, youll have solid unding sources

coming to you or PIPE nancing and other institutional-type, securities-based

nancing. Even traditional accredited investors will oten issue loans based on

Post-Public Needs


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securities at a minimal LTV.

5. growthvia aCquisition

Post-public, you should ocus on growing through acquisition.


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Corporate InrastructureIn order to expand globally in a short time and on a massive scale, the rst reality

you have to deal with is your current corporate inrastructure, 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 dierent type o transaction

than dealing domestically.

Scalable Corporate Concepts

Your business concept has to be scalable; service-oriented companies typically workbest or an expedient expansion into the Asian marketplace.

Domestic Strategic Alliances

You should have your domestic strategic alliances in place. Then, i you nd a solid

strategic partner in China, you will have the domestic support base to take care o

GlobalExpansion

C H A P T E R 9


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anything you encounter overseas, and you will become a one-stop shop or your

Asian partners. You will be able to help them sort out any needs they ace 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 oce 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 whatsgoing on in your company, new services or products being oered, or any other

newsworthy developments.

Expert Panel-Worthy PR

A lot o investors look or podcasts and videos o your company executives. Create

audio and video interviews o your leaders as industry experts, and place them on

your blog or website. This is an essential element i you have an ambition to go

global.


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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 o the currency

dierence. 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. I you have an engineering service with Ph.D.s on sta, you can go

in and compete or contracts. This is the perect type o 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 or distribution to your target international market.

Local and Federal Level Support

You denitely need solid alliances with U.S. government agencies or ocials at

ederal, state and local levels. Its impressive to oreign companies to see on your

letterhead the names o senators, governors or members o Congress vouching or

your services and eorts.

Expansion Processand the Realities


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Dierence in Business Ethics and Practice

Be prepared or the dierence in business ethics and practices in other countries.

For example, in China, businesses ully expect payo or bribe money, even though

its illegal. You have to think about how you are going to proceed when youreconronted with that type o thing. The same issue comes up in other Asian

countries, Eastern Europe, and India.

Evaluating Strategic Partners (3 sets o books)

When youre doing your evaluation o potential strategic partners, you have to

understand that companies keep three separate books o nancials. They use

one record or their annual taxes and another to lobby companies like yours or

strategic partnerships. The third is the in-house accounting books, which show the

true gures. You have to nd a way to get to this book so you will know the true

numbers or the companys perormance.

Local Research Contacts

When doing a merger, acquisition, or setting up a strategic global alliance, youshould have a local handler. This is someone who has solid contacts in local and

ederal government, as well as the local business scene. I 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

I you have a service or product that caters to the Chinese market and its currency,

(the dierence in currency rom the U.S. dollar to the Chinese currency is growing

at a minimum rate o 10 percent a year), you can plug in your services or productand take o on your global sales.

Many Chinese companies eel more comortable dealing with a public entity.

Chinese companies in particular eel more comortable 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

platorm or recognition and legitimacy in China

Chinese companies desire to go public. Most o them go or the OTCBB Growth.

Assist Chinese companies that have the desire and ambition to go public on a U.S.

platorm. You can usually get them to qualiy or a Bulletin Board type o strategy

as long as you have a orensic top to your accounting rm. Go in and put theirnancials together.

Take YourCompany Public


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Winning Is Temporary, Annihilation Is Permanent:Corporate Strategists SpeakI youre a board member, CEO, COO or CFO in an industry that is as cutthroat as

the pharma, biotech, technology, and sotware 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 byproducto victory over a certain angle, and it is only a matter o time until that competitor

is back again, bigger and stronger than ever and once again posing a major threat

to your organization. You must ght to keep your economic position in your niche

marketplace.

I a mugger is coming at you with a knie 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 rom his hand. A chump lying

unconscious on the ground without a weapon ceases to be a threat. Business is no

dierent.

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 o

no return.

AdvancedCorporateStrategies

C H A P T E R 1 0


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Feed their smaller, more aggressive competitors with devastating inormation

that youve dug up on the target that will damage them in a way that oers

no rebound potential. Find inormation about weaknesses o the CEO, CFO,

COO, board members, advisory board members, product or services. Give angry

customers a public platorm 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 (ater checking with your attorney to nd out about any legal issues

you should be aware o).

Corporate strategies and political strategies are similar in many ways and merge in

many more as the ultimate goal o both is recognition or making a contribution to

economic growth. This is the one power tool that transcends all other contributors

to power. The entity recognized or delivering on promises o jobs, capital to

a targeted geography or economic certainty is the one that will gain traction

regardless o any economic disaster going on around it.

The person who gains a ollowing or the ability to step into a position o power

and swim in shallow shark-inested waters will be attacked rom all angles, and

the ability to eliminate the actors that acilitate these attacks is crucial. To do this

and make a massive statement requires natural genius as well as knowledge. Fact:

The most sensitive part o a sharks anatomy is its eyes; surers and divers who stay

Many WillStrive But FewWill Succeed in

Achieving a PowerPosition


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calm when a shark is circling beore an attack will immediately go or the eyes o

the shark with a kick, punch and shred with the ngernails, divers knie, whatever

they have. A similar eort 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 o the competitor unless your attack will have a

disastrous eect immediately; a punch to the tail or n wont do anything in a

shark attack. Rip out the eyes and pummel the eye sockets; even i the shark keeps

coming it will be blind to your position, which eliminates its position as a threat.

Know your competition, study them, identiy their past aliates and nd 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 rom. Instead use a cats paw, a third

party, to deliver the bad news. This third party should be completely unaliated

with you or your company, and the inormation should be issued to the third party

by an unaliated 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 politicalestablishment? To which candidates are they contributing campaign money? Who

has the CEO elected as CFO or COO, and is there any blatant demonstration o

misjudgment, etc.?

I you oer an ice cold bottle o water to a group o 100 lost trekkers in the desert,

they will use every advantage and ght as dirty as they have to in order to achieve


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ownership o this prized item. Thats what happens during the obligatory power

grab.

Dont bring a slinky to a st ght; bring a steel pipe. Dont go to war with paper

airplanes and silly putty; use remote-controlled drones that will be able to infictmassive damage rom aar. Dont enter into a power grab without the right

support and infuential names backing you; the result could be disastrous.

The art o war can be adapted to our economic environment. In the strategies o

war, how does a new regional military power or upstart guerrilla troop solidiy its

position? The leaders identiy their adversaries and eliminate them.

How is business any dierent? The truth is that the strategies are identical while

the actual elimination process diers. War is ought with bombs and guns;

economics is ought by crushing an idea or belie system that perpetuates the

money machine behind a company. Take away the belie 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 o the public to inject an idea that ultimately triggers an emotional need or

your service or product. Few purchase decisions are spontaneous, but or those

that are the consumer perceives that something is available and senses the threat o

taking it away.

Using WarStrategies to

EliminateCompetition


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The best kind o idea to inject into the mind o an involuntary recipient is like a

candy-coated treat, as opposed to a spinal tap entry should be smooth and easy

as opposed to painul and orced. Some sugar coatings are presented in the orm

o a comedic TV commercial where laughter is the mechanism used to bypass the

critical aculty, while a sappy emotional segment may work or others.

The key to obtaining and maintaining ones position in an industry is to identiy

your immediate competition and deal with them. Once this is acilitated move on

to the next potential threat.

For the immediate competitor one elimination strategy that tends to work

regardless o industry is to analyze the regional market and nd a competitor o

equal size who is in direct competition with you. Then nd 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 specic products and services rom competitor no. 1 that present the

actual threat to your company. Phase two is to make yoursel known to these new

alliances via this third-party introduction and buy equities in these companies.

Then contractually obligate them to use this capital or designated promotional

solutions that will grow your company. You want this money to be used to

inltrate 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 all. Then you want to begin buying stock in


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this competing company but not enough to stimulate or increase the share price.

A combination o multiple subsidiary elements ganging up on this one particular

company in addition to your rm 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 o nancial

hardship, help the process along by adding the sell/buy process to damage its

stock that much more (obviously, beore initiating this phase talk to legal counsel

or advice). Now that the stock is at a critical volume and price you can step in

and food the market with the stock that you purchased to send them into the

penny stock domain, the kiss o death or any company that wants to stay on oreventually qualiy or the NASDAQ (dont look at this as losing money; see it rom

the perspective o 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 o the

above options. Thus, with this regional-based strategy, youve accomplished the

elimination o 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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As a structuring consultant Im typically brought into a public company or large

private corporation that is in the middle o a crisis management situation and I

become a xer. My rm will analyze the problem, look at it rom multiple objective

angles, apply various template processes and nd a solution to counter the issue at

hand. Sounds easy, but guess again.

Many times a hostile takeover or slander situation starts with the ring o an

employee or an overly competitive bid or 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 identiy the dilemma beore it becomes an out-o-control

publicity nightmare or takeover situation.

It is crucial to identiy the individuals at the root o the problem and position

onesel accordingly to cripple the trigger beore it can explode. Most o the

problems that your company will ace are in your oce 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. I hes right promote him,

but test him rst. I hes wrong oer him a severance package and paint a clear

picture as

taken your company public

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