Summary For SPV Investing
Transcripts of the Webinar
So you can see the question here. Leading companies in which of the following industries groups raise the most money in Ontario private securities market in in 2016 so want me want you to call so give me a few seconds here. In terms of. Which area and I think you know the answer you know natural resources Canada has a lot of natural resources banks and investment firms of course real estate is another big one as well for those of you in the greater Toronto area SO in Vancouver are quite well aware of the hot market that we got here and yes Sir for those the Singapore question are the answers responses coming in here SPVs is taking the lead singer and that rate now share the results very quickly and you can see the majority of you believe that. Most of the funds raised in Ontario’s Titus he’s probably a good gas but I’d be interested to hear what our first speaker Jonathan has to say about. All right so with that Jonathan in a well, which you share, your screen and let’s get started.
Okay perfect so let me just share there. Okay you can see. Yep perfect if we can’t something great well thanks for having me on so today what I’m gonna do is give you a quick overview about special purpose vehicles are what they are how they’re used and talk about some potential reasons why you’d want to use them and so the opportunities around using. So that’s really the agenda here. A quick introduction about myself like Chris said I am a couple market sentiment a securities lawyer by training I worked with the largest firms stand trial for well over a decade so in his 1009 Vargas moss Bennett Jones and I’ve also been in house which is why I try to bring more of a. Marshall approach to the work that I do in the clients I work with are focusing more on our approaching things from a business perspective let’s try to get the deal done rather than young donning every single line across every single T. while the businesses fail so you know it’s all about trying to give the best result for the client in the day. So what is an SPV it’s a short form for a special purpose vehicle and very broadly speaking and say it’s a legal entity it’s created for a very specific purpose so it can be used for a number of things risk management tends to be one of the more important issues in which you want to create a separate entity to hold you know a set of assets or a particular projects you’re hiding that off from the rest of the assets that your business for you personally have it seems quite a lot in securitized action so that’s the concept of taking and you liquid asset and turning it into a liquid assets so. A you may remember the yeah it’s 22008 credit crisis which was. Partially or mostly as a result of 6. In some issues around that I’m a law that was taking mortgages so you know loans for. To acquire properties which are traditionally very illiquid you can’t really treat them they took hold on he can take a bunch of those put them into a vehicle like a corporation and then use that corporation an issue securities which are. And so that’s a concept 60 securitized action taken you liquid asset with the revenue stream generally speaking and then turning it into a security that you or your secure they can trade and that you can not even monetize people also use special purpose vehicles for emanate so for tax purposes you might want to take certain assets put into a separate entity and then maybe just sell the shares of that entity as per the transaction and what we’re gonna talk a little bit more about today is specifically for each synced in investments and how that would work so for a special purpose vehicles I’m in it for investments because the these vehicles are used are created for specific purposes it’s used to invest in a particular opportunity so to who really by say shares or debt about of one company rather than taking a pool our portfolio of assets they’re sometimes called special purpose entities departures dictionary and they’re also referred to as bankruptcy remote entity so that goes back to the risk management aspect you too you can take riskier assets put it into the entity if that entity goes bankrupt it’s not going to tank the rest of the business because it’s been isolated. Typical legal structures are ultimately really dictated by business legal and tax considerations but generally speaking in the U. S. you’ll find. Vehicles are LLCs or limited liability companies and that’s that tends to be more for tax reasons because they are treated as flow through entities for tax purposes so you don’t you don’t tax the limited liability company level all the gains and losses are flow to the investors and they can decide how they want to deal with losses in the games directly rather being taxed twice are you also use limited partnerships again for very similar reason in Canada we tend to use limited partnerships and trusts bit more because trucks are also similar in that sense for the for the tax characteristics but you also see corporations limited liability limited companies again which jurisdiction you’re dealing with. And I I will say that the concept of investing with special purpose vehicles are investing through us for a special purpose vehicle is a lot more prevalent in and in the U. S. in Canada it’s not quite as well known and perhaps it’s because not everyone understands what the purpose of it is and how it’s structured but. Hopefully as we kind of go through this you will not have that little bit more and see the potential opportunities for using an SPV. So why use an S. PVA in that private investments I mean the main reason most people will use it is because inside allows you to cool the funds into one entity so one corporation one LLC and this is often the case where you’ve got a number of investors smaller investors that that individually want to invest but say there’s an opportunity there that has a very high minimum investment amount if you can get a bunch of people together and can cool your money into one entity then you can use that and either and in investing the opportunity there’s also potential at a potential to access better deal terms as a result of that so if you get enough people and you have a large enough steak as a group are you might be able to get a better deal terms because you’re now a more significant investor based on your collective assets because individual. The other reasons would be another reason to be deal flow so as an individual investor it’s you’re often limited in terms of the investment opportunities I can come to you or the ones you can find sort through local networks. Social purpose vehicles that are are usually you’ll find that they’re often organized by venture capital funds as well as professional firms actually go and hunt for particular individual opportunities and so they can actually provide a broader geographical and industry reach as a result of that. Short term commitments also kind of nice so traditional B. C. N. P. for funds tend to require a 7 to 10 year commitment overall so it I don’t know if any of you that have invested in or are you know in a in in VC funder or private equity funds but typically they’ll take the money into a pool and there’s a certain period of time usually about 4 years where they can go into active investments after that they’ll stop investing at that point they should have invested all the money in a pool of potential companies and then they need quote harvest the results and that can take up to 10 years because the only way that you get liquidity is when an investment is you know because public its purchase auto through them any transaction or a you know worst case you know goes bankrupt you get nothing so what’s good about SPVs inside because they focus on one investment so one company when that company goes through a list. An event so it goes public or it gets bought out then that’s the end of the SPV it takes the you know the game distributed to everyone in the SPV and then we move on. So often depending on the SPV and who’s who are organizing it could be it might just be sure cash so if the company gets bought out and gets cash when you get the cash if it goes public they may decide to sell the shares at the time once the shares are no longer locked up after the IPO and then give you the proceeds are sometimes the SPV will say that they’ll actually hold the shares and once they’re free from the lock up they’ll distribute the shares you directly and then you can go and do whatever you want so you should take you off to kind of see what the deal terms are. The end leading to that the specific underlying investments difference and the reason why people like SPVs is because you know exactly what investment you’re actually getting into you know what company that you’re invested into verses god putting money into Syria a man should Happel fund or private equity fund where they’ll go and take your money and then they will decide what portfolio of companies investing should not really sure what her you’re investing. Are the other positives would be the due diligence I expect when you’re working with CNBC firm that is set up an SPV or specific from that hunts for these deals they’ll do perform a level of diligence that most individual investors can’t and they’ll share that not let diligence for 2 years so you get a bit more comfort and a bit more information about what is it you’re actually a student. As I mentioned for there’s also some tax considerations so you can start up SPVs and basically almost any jurisdiction so depending on the investor profile as a as a whole the main gets set up in more tax favorable jurisdictions so a lot of fun a lot of SPVs tennis up and see the caymans or BVI because of the tax treaties there if it’s more in a U. S. based and they tended. A set up in the US of course which is Canadian investors it’s usually easier to set up in Canada. And a lower complexity for founders so rather than having say 10 or 20 smaller investors all signing paperwork and you know just causing more of an administrative headache for the founders are raising money. By putting all the money into one entity that it’s just not one entity that is signing the documentation to invest with the founder so makes a lot easier. Well some of the positives can also be a negative. So acid concentration so you are again experienced those just one company about the portfolio so the good thing about a portfolio of course is that if one investment fails you still have other investments that can make up for well if you’re investing one company if the company fails at best and fails then you lose all your money that’s the. The other potential downside is the fact that you’ve got indirect ownership so this is not you directly investing with the company or the start up that is trying to raise money you’re investing in an entity that will then take your money and buy the shares in direct relationship with the company so that could be a potential negative because you’re one step removed from the founders themselves and that that kind of leads to the last point which is the limit exposure to founders a lot of I think angel investors early investors like the direct access to the founders the ability to to get to know them props mentor them help them and guide them in their in their path you’re not gonna do that quite as easily because you are a step removed from the actual company in the actual start and founders. The administration you are creating a new separate legal entity to do this so there’s on this furnace organizational costs or set up fees if you’re gonna incorporate for setting up a limited partnership there’s gonna be filing fees are gonna be legal fees to create the documentation around that and then there’s ongoing management as well swimmers organizing SPV actually has to maintain that so you’re gonna have your tax filings your annual returns to all of that as well so that’s just something to consider. I’m from a more legal consideration the investor in the SPV will likely be passive investors just. Instrument reasons so if it’s set up as a limited partnership then all the investors will be limited partners of the limited partnership who do not have. Active roles in the partnership is the general partner of the limited partnership that will manage the that particular SPT if he’ll if he’ll set up as a core aeration chances are you the organizer will want to be the one that controls all the voting shares and her and also coming on a note non voting basis so get a passive investment basis and that’s much more of an administrative choice because it makes it easier for the person organizing the SPV Jacksonville to run it on a you know from day one and to do what needs to be done once the investment you know to complete investment and then to deal with the investment once there’s a liquidation. The other thing also keep in mind is that yes I am if you’re investing in CS PP and the SPVs and also invested is in turn investing into the start up of the company keep in mind that you still have to comply with all applicable laws particularly securities laws so if this is up on the news that market basis which it almost always is and your and it’s limited to see accredited investors so Canadian law purposes US law purposes the entity that you’ve created everyone who owned has an ownership stake in that entity also has to be accredited investor so you can’t just use this as an excuse to get money from people who aren’t accredited and then try to get into an exact market. I’m finally for the more professional S. these are set up so the VC firms as well as the professional firms out of those deals they’re not doing it for free so the SPV itself will have a cost to it generally the set up costs and ongoing maintenance costs are paid for by the investors and on top of that you’ll take we see a management fee as well as carried interest so management fee is an annual fee usually what they’ll do is they’ll actually ask you to prepay the management fee well as part of your initial investment in it and they may be may be prepared for say 2 years or 3 years it’s taken me 2 percent of the overall of the amount that you invest so and that’s to cover for as a costs too however in ongoing maintenance costs but also as part of well the fact that they are the ones who brought the opportunity and delta and are presenting it to you and allow you to invest that opportunity on top of that you’ll typically see what’s known as carry interest so that is the upside that the organizer gets for actually finding a deal and finding a successful deal typically it’s 20 percent of the game is what they’ll take as their carried interest as what they get in making up for it in on a deal to bring you into it and then it successfully exiting the deal about these terms are fairly typical attuned 20 sometimes you’ll see a little bit and I sometimes I’ll see a little bit more so could be 23 and 30 I’ll tell you that for some if you’re in the crypto blockchain space which I’m quite involved in some of the crypto hedge funds and you know small smaller funds like that will do a 1 percent management fee but then take 50 percent carried interest so half of the games because it’s so volatile. Hyland it’s whiskey so just be aware of what those fees might be. So where can you find investment opportunities so I mentioned venture capital funds so typically when a VC our first invests in a portfolio company they’ll try to take pro rata rights so on the next round they’ll be able to be able to you know maintain their allocation so on a C. round if they took 10 percent the company they would want the right to be able to buy up to an additional you know to maintain their 10 percent on the series a and the series B. and so on. No because the VC funds all have specific function witching, which would often, include limitations on how much. Investment they can have as part of the overall portfolio in one particular entity the pro rata allocation actually result in you know additional amounts if they can’t. Main fund investor that’s when they’ll come and set up a special purpose vehicle to allow their existing investors and props others to also take advantage of the pro rata allocation. So you know if you can find those opportunities that’s where you might get into you know the next uber or the next lift after you know some of the bigger VC funds. Angel syndicate angel funds this is very similar it’s a it’s like a B. C. during and accept that as an angel investor that is organizing it they found an opportunity and they want to set up a vehicle to actually invest in a particular. Tickler company also angel list is probably best known for having a form for this so if you want to go get an angel as you can see what SPVs are out there right now. And then the private investments platforms I mentioned you know there are firms out there that will actually actively hunt for these deals look for opportunities for attitude to bring a group of investors into a deal these often can be like I said they could be direct investments with in a series a or series here on words but sometimes they can also be secondary market transactions so it could be you know an early founder of see Airbnb no prior to them going IPL they want to liquidate some of the shares now because they’ve been with the company for so long you know the shares have gone up but they they’re still a liquid at this point so there is a private market where firms like that can get involved in trying to buy an allocations that $0 or $5000000 from an early founder early employee and give you a and other investors the opportunity to actually take part of that so you can get say Airbnb shares are SpaceX shares before these companies go public and they’ll set up special purpose vehicles to do that so and then if you look at just some of the examples I have here these are US and that an international so banks the future is as companies well known for having a platform to do in the U. S. to do that crowd funding crane Bester regulation D. type investments and they tend to use SPVs for the for the these transactions our market access and another one that I’m aware of who they need you more the secondary investment so they’ll have potential shares of Airbnb you know and financial and they’ll. By those opportunities for you to indirectly invest through an SPV a base set up to time allocation in those companies.
Great just the time check we got our personnel we’re good at so that’s it you know thanks for taking the time to listen and have you taken a question yeah thanks a lot for that Jonathan that was a fantastic overview of SPV and for those of you following along the Canadian angel investment foundation is also sets forth some of some of that up so we do have questions that came in so one of the questions is around recommendations for setting up in SPVs captive people.
I mean my recommendation is probably going to be similar to what I mentioned before which is whoever’s the organizer will want to be the one that that is in control so as an example if you’re now it is easy for gentlemen a partnership because if you’re organizing it you set up the general partner I use it to corporate general partner and so you’re the one who’s actually managing the assets of the limited partnership or what else is passive if it’s a corporation like I said do you know voting shares for you and on Westchester everyone else and just lets you run things more and more with administrative matters so you don’t have to go and you know safe get everyone at all everyone that you’re all your investors to sign resolutions and things like that and something you can do. Since. This is this is the interesting question is it cheaper to set up an SPV versus a regular incorporation. So I can I know the answer to that potentially but it’s actually pretty much the same I mean the SPV the concept of the special purpose vehicle is really in a legal entity of some sort that you are setting up but for one specific purpose so if you decide you want this SPV to be a corporation it’s just the incorporation costs if you want to set it up as a limited partnership and it’s the cost of you know doing the decoration of Linda carnation filing in Ontario and chances are you’re one of corporate general partner so you’ll set up a corporation as well so it’s not so expensive up front generally speaking for just the filing fees it gets a bit more complicated when it when you know comes a documentation of course so depending on who your group is you can go with you know with crops later documentation if this family and maybe very close friends but if you’re looking at say friends of friends that want to be involved I’d probably you know just be a bit more careful and do a more fulsome set of documentation is Sherman’s on the same page. Okay so the way I interpret the question and I think the answer.
Yeah that’s great. I guess is it a replacement of a regular incorporation all I know it’s not it’s not a replacement it’s just them you you’re basically you know deciding that let’s see one incorporate and use that that corporation as the via call to invest into start ups right your you’re taking money from other people your friends and family other investors into your corporation and then taking that pool of money to go and invest in the stock. Great and whoever asks a question hopefully that extension helps clear for your inquiry there. The final piece if I if I’m a start up what I also have to understand and know more about an SPV as a start.
Yes I am I think one thing to keep in mind is in in Canada there under the exam market under securities laws I’m in order one of the exemptions on a lot of startups will uses in order to raise money is what’s known as the private issuer exemption so broadly speaking from the private insurance option allows you to raise money from a certain group of people accredit investors friends and family and close businesses it’s broadly speaking provided that the company the company is raising the money we meet certain criteria the main one being that it has to have a 50 or fewer shareholders that are that are not employees and there is a look through so yeah be careful about this because you know one of things I probably ask if someone comes and says Hey I want to pull the money together is you have to count those that the people behind that as well in part as if you’re looking to take advantage of a private issue exception now if you go past 50 shareholders it doesn’t mean that you can’t still raise money with that you know in the private markets it just means you can’t rely on that project.
Interesting okay that’s that that’s great I didn’t realize some of that. Well I don’t see any other questions for rap for yourself Jonathan I thank you once again I think you’re gonna stick around so if anybody has any following questions by all means continue to post on the chart so we’ll switch gears thank you again and we’ll switch gears over to manta offered a due diligence process of what that involves. It’s. There was a second here.
Well hello everyone my name is Mana Hosseini and the CRB St for BC firm as a boutique business advisory firm. V. E. R.. I’m gonna give you a better job background about myself I have my MBA and JD after the university of Toronto located in that town I have 2 offices I founded B. street for our 2018 and are you cater to high profile immigration law firms and corporate law firms and related professionals dads at the siege business consulting guy expertise for clients. Now I also offer transactional services to foreign nationals local start-ups. And this includes investor’s entrepreneurs who seek admission to Canada and the wide range of economic admission programs on and off so I think it would be interesting fact that for the past 7 years I’ve been working at it not. Same field opposite different law firms are corporate immigration. In addition to providing ad business consulting services I’m also an active Angela master I have my own and you’ll find our call BSS I don’t want and I’m a member of the forum and your candles and lanterns will get to the membership and my yeah. Are the ships as well all right basically oversee and market validations due diligence merger acquisitions? All were start-ups. Now we’re going to talk about some of our partners should be street firm our kids to forum. I spark as a venture capital obviously I need a coat Manitoba technology accelerator right out and meet may be either how to Miller’s why attack mediation.CA at Monsanto liking king route and at your candles. So on the topic that I will be discussing today is the due diligence. And a start up visa fun topics. Okay so I often get the question what is due diligence due diligence invention that street as the investigation also is that the investor performs to see sorry. To see if an investment opportunity needs the investment our criteria for the funding and it goes the same thing for and your last days as well and as well as adventure capital Bob into capitalised on basically the objective of the due diligence it’s to mitigate the investments risk for gaining the understanding of the company as well as our understanding the future Oscar personally. Think of the question what is Google does report what are the things that are involved and how how can be conducted to do diligence so do donors for local or international companies you need that you need that corporate structures and are the corporate documents such as incorporation minutes book etcetera. X. it is strategic intellectual property material assets contracts employees and management business model business our prime information on partners suppliers and customers now these are very basic information that is needed for due diligence reports depending on every start up there are more documents that can be added let’s say on their technical. Reports etcetera. Why do diligence report is important well right now I’m also a lead manager as a volunteer at your candles are due diligence. And. Usually the due diligence is fighting as skeletons in the closet before deals closed rather than finding a leader because no one likes to prices. Now the insert the information that is collected that is collected during this process is for decision-making for agile master is to whether ought to invest and how much risks are involved. Or not to invest but usually the due diligence report date at it helps them to understand the monetary and non monetary values of the company. And what would be the. Our plans in the future and how if there are scalable. Okay so I’m moving on another topic that I wanted to talk about today is the start up visa program and due diligence side of things to. So me being doing due diligence on the local companies. Now I’m involved started visa category I think it’s it would be very interesting for everyone to know their differences and. Can perform better. Due diligence will kind of start up visa program offers Canadian permanent residents to call on to qualified immigrant entrepreneurs and it’s officially knows adds that kind of start up class. But mainly is referred as S. U. B. now on this program our targets the. It’ll read if I was up in the worst that they want to going into Canada set up their start up business. No I started visa also it’s a program that is known internationally so it’s a program that U. K. has it’s a program that Australia has. But mainly on canvas start abuse as the bass one why because it is to our residents to do their work recess. I’m well today I want to cover the topic tags I usually get questions it’s the due diligence on a start up visa companies and how they’re different and what is involved and what is not involved. And what should be done R. because government X. expects the does the entities that will get into it. For a true our due diligence now what it does begin to tease anyway so in order to be qualified for S. U. V. program you need to obtain a lot of support from either an adolescent group which they have to invest $75000 in your company. For venture capital for $200000 that they have to invest in your company or and business incubator that roll out except you and there are cool for doing too beautiful. Now each of these designate entities they have their own mandates and they have their own due diligence process that is being conducted. Right now I have partners dads adolescents I stream such as cat to forum and Dodds you’re one of the best ones are doing due diligence on S. U. V. companies are why because D. U. right international companies anyway even before start of resisted the understand how international startups work and what is needed for dad to scale up coming to try to. I’m also are in the business incubators I stream I work with Manitoba and why tack and few others. They’re very good at conducting due diligence. And are betting companies which company has the potential and which one are they can help to answer to that to scale in Canada. Are on the venture capital I have few partners as well no. Rules for S. U. V. are usually you have to be at in rubbing it in. Over 1000000 to qualify for tax. All right so are their due diligence park says is the same now talking about the dollars that you’re talking is the same as Angela masters. Are a bit more documentation. On the financial side. So now are finally getting into our due diligence for SUV companies and why is it important to have good due diligence you ports reduced at both companies now is the company’s basically Denton actual companies that coming to Canada hoping to settle here to start a business our scale up and expand into North America because we have also U. S. as a neighbor I right now. It’s I think that’s the competitive advantage for start up visa program for Canada that they’re offering PR swiftness I successful international startups. So usually in the due diligence for on S. U. B. companies is that if the company has a liability but the proposed business model if they have the sufficient management and related experience but the business ventures team if they have verifiable ownership of the intellectual property validating the idea origin nation and if they can answer why it must be. Built in Canada what does that mean it means that Walt why they’re choosing Canada water ponds land they want to. And if they have any partnerships in Canada and US section. Well thank you very much now I would take questions sun thanks for that presentation.
So we do have a few questions for you today also some of the first one is there a minimum dollar amount start up visa recipients need to get one did to qualify.
No they have to have the minimum settles on a settlement fines. But no additional minimum but usually it is recommended that the company have the operational cost of the development of the start of a cat. Which makes sense yeah.
Another question you’ve got a lot of questions today is it possible. Well it is it possible for angel investors to make use of the start up visa program to invest in existing Canadian companies.
Well here’s the thing is for start up visa. The adolescent group has to be designated now as I know there and master wants to invest in it that’s a different topic that’s that should be discussed on the cap table but is it possible yes does it help the process our. Yes maybe not. In the past but on the lessons.
Okay. As says so. Next question for you as part of due diligence any advice on how to approach side letters and what mean items to look out for. This part is yet while I guess it’s in the context of a. Due diligence so maybe I you’re right maybe that’s even for Jonathan to her as well so as part of due diligence and advice on how to approach a speedy side letters. And what main items to look out for. I think that’s a sort of that’s an interesting question. I mean I guessed on the due diligence it. Your due diligence isn’t gonna be any different to the extent that you’re you know interest in a potential exactly right that’s going to be any resentment.
I think it depends on which what that question is referring to her time outside letters with the company the issuer itself the one who’s raising the funds the start up or the who’s doing the main vessel ultimately it’s no different than anyone else with you know particular bargaining power if you are have enough people that and in your significant other potential investor it just happens to be in a special purpose vehicle then you might be able to negotiate additional terms beyond what’s given to the standard investors so you know it depends what you’re looking for are you looking to be to have a more direct involvement with the company in which case you might want observer right are you looking for some kind of you know additional information rights before beyond what everyone else gets you know you can ask for that also depend on the particular investment if you if the SPVs been set up to buy a shares of the company and in the secondary market so you’re not directly dealing with the issue where you’re dealing with a shareholder who’s offloading shares and once liquidate he you don’t really have any leverage with the company itself right so you’re not really I get anything there but if you’re dealing directly with the company it’s a different story and it also depends on what you want to look for as an investor in an SPV it’s the same question it’s the same situation right if you happen to be a significant enough investor or potential investor in the SPV then you can potentially dictate some additional terms but it kind of depends on what you’re looking for in terms of what you want in in the access to the company that starts actuating them into the actual issue itself.
Okay. Thanks for that Jonathan next question so we’ve been open for both of you what I. P. indoor idea of protection does S. U. V. provides to foreign entrepreneurs for Canadian opportunities
So I guess it’s I. P. so right yeah so basically well here’s the thing you can have it depends on your start up so you could have a patents in Canada you could hop on a call he writes you could hop trademarks with the name or the logo that you want to register to the intellectual property so the pens in stock and it will be it you know determined by dog. I started self. Okay. Which I guess is a kind of a separate discussion outside of the S. U. V. in terms of protection around yes.
Yeah right yeah okay next question here interested let’s skip that one. What is typical success rate for those applications?
For angel investors or through an incubator I guess through this S. U. V. program have been according to the government 80 percent. Okay so we cannot say the success rate it depends on the incubator Angela last but typically there are more due diligence involved and Angela Lester Street. But again it depends on the company so it’s not that the incubators bad word and almost as good or vice versa it’s that if the companies at the seed stage or not and data mining that Dante will go to it for example if you have a business concept that you want to double up in Canada well you should go to incubators so they can help you to scale up to developed and advise you how to. To do those things are in Canada but if you ha I have started out that already it’s up and running. And it has traction done maybe you can go to actual message stream and then ask for money because on the actual listed investor I stream you’re asking for investment meaning investment is being used on your financials as well so you have to show your traction. Basically your monetary and non-monetary values. That’s the basically. And I think that then answered one of the other questions as well that was posted
All right let’s take another question here what are the deal breakers in due diligence process I’m sure you get that a lot insight how to how to best present a viable business with a good product market fit.
The deal breakers that we seen especially an SUV or even non-SUV is bots usually. Entrepreneurs have claims and if these claims are not backed up by evidence that’s a deal breaker because doing due diligence meaning after you are basically presented your company and you said you have a B. C. D. now it’s getting dark documents to see if you have that A. B. C. B. and now if you have only a. That doesn’t exist of course that’s a deal breaker the default is false right and the record wouldn’t be that good but the other thing is that all if they were conducting a good market research and if they have a viable business model and a good idea I think those things are very important.
Okay. That’s fantastic he got some kudos online there. I think everyone has as well yes select so that’s fantastic so I think I covered off all the questions that came in through the chat today. if you’ve got any other questions you can always follow up with us directly around this we will have a replay there was a lot information around this session today it was. Yeah hopefully it was very viable and informative for you once again thank you both Jonathan and Mana for right you’re very insightful live presentation around this and just another plug for the Canadian angel investment foundation investor inner circle by all means please join the mailing list around that or at least get registered for that just so that we need to have the various securities law around that if you’re interested in getting access warrant learning more about some of the potential opportunities as we continue working with various start ups around us and ultimately it’s really to find great. So thank you everybody for attending today I don’t see any other questions often up here once again thank you very much to our fantastic speakers a lot information on there and I certainly will be reviewing the replay of this myself great details that was shared on there and we look forward to this year and we look forward to seeing you in November for the HR session as well
Jonathan Ip, the founder of Iterative Law, has over a decade of experience in securities, Mergers & Acquisitions, corporate finance and corporate/commercial matters as a business lawyer in both private practice and as company in-house counsel, working with entrepreneurs, startups, SMBs and blue chip companies.
Prior to founding Iterative Law, Jonathan was Vice President, Legal and Corporate Development at RockTree Capital, an international merchant bank based in China and North America, where he was head of legal, overseeing a team of multi-jurisdictional lawyers, and lead business development and strategic partnership initiatives in North America, focusing on creating opportunities for blockchain companies seeking international compliance, transaction execution, global expansion and overseas financing solutions. Before joining RockTree Capital, he was Senior Legal Counsel at GFL Environmental Inc., a leading North American provider of diversified environmental solutions, and Legal Counsel at Xplornet Communications Inc., Canada’s largest rural broadband Internet provider. Jonathan was also formerly a partner at Davies Ward Phillips & Vineberg LLP, Canada’s leading business law firm and a lawyer at Bennett Jones LLP, Canada’s leading energy law firm.
With a demonstrated history as an accomplished business advisor and a former professional model, Canada based Mana Hosseini brings a unique perspective to the management consulting industry. Holding a joint Master of Business Administration and Juris Doctoral degree in law from the University of Toronto, and a certificate in investment banking from Australia’s Investment Banking Institute Business School, her academic abilities and linguistic proficiencies afford outstanding analytic insight, to a sophisticated international business clientele conversant in English, Spanish, Farsi, or Armenian.
Mana began her career as a high-end catalogue fashion model, at the age of 21. Transitioning into an astute entrepreneur, her diverse portfolio includes professional experience in business advisory and planning, finance, legal services, business strategy and analysis, project management, and Canadian immigration business planning.
As the founder and chief executive officer of Bay Street Firm, LLC, Mana uses her rare multi-linguistic ability to skillfully navigate in diverse global markets.
Located in downtown Toronto, Bay Street Firm inspired after Wall Street was founded in 2017. The boutique management consulting firm caters to high-profile immigration law firms and related professionals who seek upstanding business consulting expertise for their clients.
Afterwards, she forged a unique and comprehensive, fully co-branded affiliation with Immigration.ca, in Toronto, one of the largest and exclusive immigration law firms in Canada. She is currently the President of it’s Start Up Visa Business Advisory Group.
Mana also has a global market reach with fully staffed offices in Canada, Dubai, and Iran. She also conducts business in China, India, and South Asia. Mana believes her primary focus is working as an international Start Up business consultant. However, her doctoral law degree enables her to give insightful scrutiny to the legal challenges affecting her clientele.
Through Bay Street Firm, she offers complex advisory and transactional services to foreign nationals. This includes investors and entrepreneurs who seek admission to Canada under a wide range of economic immigration programs.
In addition to providing business consultancy services, Mana is also an astute investor, where she has served as angel investor for the past seven years. She is a member of various angel investor, venture capital and incubator groups and she is an accomplished business strategist and business plan developer. Mana oversees market validation, due diligence, merger and acquisition analysis for start-ups.
Mana’s unique background and reputation for being open-minded, creative and non-conventional, naturally attracts clients who approach her directly or through an established referral network of former satisfied individuals and institutional clients.
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