By: Janice Wilken - Partner, Ice Miller LLP

In these difficult economic times, many companies are wondering where they can find money to help start or grow their businesses. The 2010 Indiana CEO Survey found that executives are less confident in 2010 than in 2009 that sufficient private funding is available to help businesses succeed. This conclusion requires an analysis of the types of funding (both debt and equity) that may be available to businesses.

Traditionally, the first place to find money when starting a new business is from friends and family. Investments by family and friends are made in large part based upon the relationship between those individuals and the entrepreneur, but the entrepreneur needs to be careful to comply with federal and state securities laws. This usually means that the company should make sure the investors are accredited investors and should conduct the offering in compliance with a private offering exemption under Regulation D of the federal securities laws. Regulation D contains limits on the number of investors and the amount of financing a company can receive in order to fall within one of the many exemptions. Most importantly, the company cannot commit fraud and cannot engage in a public solicitation of investors. Family and friends are still providing capital during these economic difficulties, however the amounts of the investments may have diminished as individual investment and savings accounts have been affected by the volatility in the equity markets.

If you do not have close friends or families with the available cash to invest in your business, "angel investors" can be a great source of capital. Angel investors are high net worth individuals that can provide relatively large tranches of capital through equity or convertible debt investments. Typically, angel capital is the second round of capital that start-up companies receive and can provide capital in the range of $500,000 to $2,000,000 depending on the needs of the company and the willingness of the "angels" to invest. Although angel investors are more selective in these economic times, angels are still investing and are looking for the right opportunities and the right companies. Once again, when raising money from angels, the company must comply with federal and state securities laws and structure the offering to comply with one of the private offering exemptions.

Venture funding is another source of capital that can be very advantageous for start-up companies. Venture capital firms typically receive preferred stock, meaning that the holders of the stock will have priority over common stockholders in dividends and distributions (including distributions following a sale of the company's assets). Generally, venture capital firms will require a seat on the board, veto rights on major decisions such as additional financing and sale of the company, and a high return on their invested capital. There are numerous venture capitalists looking to deploy money right now. They are more selective in these economic times, but the venture capital firms typically do have the money to invest. Venture funding is one of the key types of financing that provides the necessary capital infusion to allow a company to take the next step.

Private equity capital is generally available for more mature companies that are looking to expand and grow. Private equity investments can take a variety of forms (typically preferred stock) and generally involve a buy-out or a purchase of a majority equity interest in a company. As with venture funding, there are numerous private equity funds with millions of dollars to deploy right now.

Traditional debt financing from institutional banks is available to companies as well. The credit markets have suffered through the banking crisis and the recession, but the current administration's policies have encouraged banks to loosen the reigns to start lending money again. It remains to be seen whether that will work. A bank will generally require a security interest in the company's assets including inventory, real estate and/or accounts receivables, a pledge of stock and/or a personal guaranty. Bank financing will also require meeting certain financial covenants.

Mezzanine financing is an option that companies often use in connection with bank financing where the bank does not provide sufficient funding to meet the company's needs. Mezzanine lenders typically take a debt instrument that is subordinated to the bank's position but senior to all other debt of the company. Mezzanine financing is often expensive and typically requires the company to comply with certain financial covenants.

In summary, there are a number of different types of financing available to companies. Although investing activity is not at a high point at this time, companies seeking funding should be aware of all of the options.

Janice Wilken, Partner, Ice Miller LLP

Biography
Janice Wilken's primary area of concentration is corporate law. Ms. Wilken has acted as lead counsel in financing transactions for a large multi-national manufacturer and in a number of merger and acquisition transactions, including public company transactions. She also handles securities law compliance matters for several public companies and provides general corporate advice to companies of all sizes. She can be reached at: This e-mail address is being protected from spambots. You need JavaScript enabled to view it .

According to a recent article by Ella L. J. Edmondson Bell, PhD, titled The 21st Century Workplace -- Are Women the New Men?, the economic downturn has hit men harder. They held nearly 80 percent of jobs that have been lost during what is now being called the "mancession." Will women now inherit the stress, pressure, exhaustion, burn out and heart attacks commonly associated with male leaders in business?

Some predict that this new female-dominated workplace will mean a softening of the corporate culture, with more benevolent leaders. Others foresee just the opposite. Ella says many women don't want to be seen as "soft" -- and others simply aren't. No one would call Carly Fiorina, the head of Hewlett Packard from 1999 to 2005, a wilting lily. According to her memoir, Tough Choices, she was sometimes referred to as Chainsaw Carly.

All this is especially relevant on the entrepreneurial side, since statistics show that women are starting businesses at more than twice the rate of their male counterparts. Some would argue that the growing success rate of women entrepreneurs shows that they are resourceful, and better able to succeed, despite the odds.

While I'm sure we will continue to see progress on the female side, I predict that they will struggle with the same major challenges faced today by men. These include:

1. Funding your dream. Raising money is hard, whether you are counting on friends, investors, or banks. I rarely see women at angel investment groups, either asking for money, or offering to fund new ventures. Men seem more focused on this one.

2. Need for increased confidence and mindset skills. Many women and men are paralyzed by perfection, plagued by pessimism, and the need to satisfy others, rather than themselves. We need more women leaders.

3. Motivation to succeed. Every entrepreneur needs to love what they do, and believe so strongly in their product or service that they can weather the tough times. On this one, it's easy to spot the ones with passion, from either gender.

4. Manage time and priorities. Women, often more than men, try to do too much. It's hard to balance the continual demands of the business, personal relationships, and home life. Every entrepreneur needs to prioritize the important tasks ahead of urgent tasks.

5. Never stop learning. After you start your business, the learning really begins. True entrepreneurs look at failures as their best learning experiences. Networking, and using your network is the next most important element of learning.
I don't see any challenges which are so gender specific that they can't be overcome by any entrepreneur. Yet I don't think women should be convinced that the battle for equality is almost over. There is still the question of why there are so few women in high places, and why the average income for women in business is about 68% of men's income.

What I am hoping is that women will not just be the new men, and suffer from the same maladies and limitations. I'll be looking for women to create the "new business culture" that every worker wants - better role definitions, more effective and productive leadership, and better work-life balance. That would make women entrepreneurs the new women, rather than the new men!

Marty Zwilling

CEO & Founder of Startup Professionals, Inc
http://blog.startupprofessionals.com

From the American Express Open Forum Website

http://www.openforum.com/

ReinventingThemselves: 2 Women Entrepreneurs

Feb 23, 2010 -

Over the past several months, many business owners have shared stories on managing and growing their businesses, on being more resilient.  Recently, I spoke with two entrepreneurs who have started not a business, but a community.  Gail Wallace and Willow Townsend have created 2 Women Entrepreneurs, an online community designed to help women “connect online and reinvent themselves as successful business owners.”

“Starting a new business can be intimidating for anyone,” Gail told me, “but I really feel for those women who are starting their businesses after divorces or because they’re trying to bring in income after their husbands have been laid off.  They’re not just starting new ventures, they’re taking on new roles.  They’re trying to convince banks and vendors that they can be successful, while trying to convince their families, as well.”

Gail and Willow came to this idea from their own entrepreneurial experiences: Gail founded Bellwind Consultants, a consulting and business plan services company, more than 20 years ago; Willow is the founder of PartsWench, a website and graphics design firm.   They met when Gail hired Willow to help her with her own web site.  “Within 5 minutes, we stopped talking about web sites and started talking about women business owners.”

“We knew that when we started our own businesses, we didn’t have nearly the resources you have today, like the SBA or certain networking associations,” Willow said.  “But even now, we couldn’t find anything that really catered to women who are starting up and starting over.” 2 Women Entrepreneurs offers newsletters, articles, and forums covering a broad range of topics, from starting and running a business, to what education or licenses are needed, to handling leases or insurance.

Many of the 200+ members who have joined 2WomenEntrepreneurs in the past few months since they launched “were intimidated by other organizations and Web sites that speak to a great level of sophistication.  That’s why we wanted ours to be more accessible.”  What they want to convey to new business owners is that:

·      “It’s okay to fail. While it’s true that so many businesses fail after 5 years, this shouldn’t make you fearful. Many well-known entrepreneurs have failed in their first or even second ventures before finding success.

·      “You can accomplish things if you choose to.  I know it’s cliché to say that, but I really don’t think it can be said enough.  I’ve met too many business owners who have given up because this or that factor they believed was outside of their control.  But the truth is, nothing is outside of your control.”

As part of our commitment to supporting women business owners, American Express OPEN recently hosted the Women’s Business Summit in Houston.  For expert insights from the event, including a series of “New Rules” Guides for doing business, visit OPENForum.com/women.

For more information on 2 Women Entrepreneurs, visit www.2womenentrepreneurs.com. You can also follow Gail and Willow on Twitter at @gailwz and @willow2women, respectively.

When establishing a customer base especially when providing lines of financial credit the conditions of your ROPE document must be established at the very beginning of the process. This should happen when you qualify your new potential customers or new projects with all existing customers. New clients must receive clear communication that you have a ROPE document and that these rules cannot be compromised. Please understand that there is a difference between my ROPE document and my terms of trade.

My Rope document illustrates my personal/company core values. Example: We will not compromise or break any legislative laws on your behalf. The terms of engagement will cover payment etc.

With your ROPE document make it and say it in very plain English. Clearly state the structure in which you will conduct any form of business. After all they have come to you and are seeking your products or professional services. . You have the power to say no as much as your prospective client. Should your prospective client say no to your terms let them know that you appreciated the opportunity and be sure to say thank you.

Two days later be sure to send them a thank you note by post. (Not email)

Explain to your new and existing clients that before any work on the assignment can be initiated you have paper work that must be signed off. This will include your terms of engagement and your ROPE document. From personal experience I can tell you that it is very difficult and unprofessional should you wish to change the terms of contract once work has commenced. Doing so will create confusion, unnecessary stress and the wrong reputation for established companies and promising entrepreneurs. Besides it will look very unprofessional.

Most established company owners and almost every new entrepreneur is afraid of losing a potential sale and the income stream from a new or existing customer. I have come across few if any entrepreneurs who will say no to a new potential customer. Even I can fall into this trap.

As a professional service provider when individuals/clients first meet with yourself or your colleagues' always provide a structured agenda for that specific meeting. Have this in hard copy that you can hand to your prospective or existing client. By doing this you are taking control and illustrating a high level of professionalism.

Start your meeting like.....The purpose of this meeting is.......Say what you want this meeting to achieve. Here you are establishing process, the objectives and the end goal or destination of where the meeting will end.

Have your ROPE document for your potential client to read and to sign their name and company to. (You are now creating a paper trail) There will be some that will give an immediate negative reaction and will bluster and resist. This is where you need to stand firm and simply say sir/madam as a professional service provider we will not proceed or conduct any work on your behalf until such time that you sign the ROPE. Be patient, keep your mouth shut and wait. Say nothing! This is the power of silence and the art of negotiation. Let the new client speak first.

From experience I have found that prospective clients who try to bluster or push you into submission are clients that you should walk away from. They will, in the long term create challenges that are not of your own making. Might I therefore advise that caution should not be thrown to the wind? Say something like, I appreciate the opportunity to provide you with our professional services. As a company we never make rash or impromptu decisions. I will have my answer to you within two hours or first thing tomorrow morning. This will give you a chance to work through all possible issues and remove emotion from the decision making process. It is amazing what a good night's sleep will reveal.

Implementing the ROPE document will help you sift the chaff from the wheat. It will dismiss the tire kickers and others who conduct their business in an unethical way.

If you establish the ground rules right at the very beginning no one can get hurt or be disappointed. The question will remain are you strong enough to say no and not compromise your own values.

Never be afraid to say NO. Over time, I have personally endured unnecessary learning experiences of my own making all because I did not have or enforce my ROPE document.

Davis Lester Clarke
International Speaker and Entrepreneur

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