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M&A and Venture Capital
The Soul of the Deal: Creative frameworks for Buying, Selling, and Investing in any business, Rodin Books, 2022
“Business negotiating. The EQ of M&A” Vistage (Cleveland), June 2023
“An Expectation Unarticulated is a Disappointment Guaranteed” One Crucial Thing, North Coast Ventures, April 2023
How startups manage professionals to maximize value and minimize friction Health Engine Seminar, April 2023 [Private]
Soul of the Deal: Frameworks for Buying, Selling, and Investing in any business YPO (Cleveland), March 2023
“Future of Venture Capital” The House Fund at UC Berkeley Limited Partners Meeting, March 2023
“Future State of the Economy” The House Fund at UC Berkeley Limited Partners Meeting, March 2023
Anatomy and Psychology of M&A deals Georgetown Law School, February 2023
The Care, Feeding, and Maintenance of a startup’s professionals Health Engine Seminar, November 2022 [Private]
How to be a Director of a Private Company Private Directors Association, August 2022
High impact Boards for Startup and Early Stage Companies, Private Directors Association (Cle., Ohio), Aug. 2022
Street Smart Startups — How to be and think like a Startup CEO Teacher, UC Berkeley course. 2022.
“Cash is a proxy for time; Time is a proxy for opportunity”.
Zen and the art of M&A. “Is it easier to get to an exit you want if you know where you’re going?”
The care, feeding, and maintenance of your Board of Directors, Advisors, Investors, and Lawyers.
“The Opposite of Success isn’t failure: it’s non-success”. Guest speaker. Lance Hill. CEO/Co-founder Within3.
“The Seller’s Mantra is Certainty and Confidentiality”.
“Negotiating is Theater with Consequences and Results”.
“Where did my negotiating leverage go?”
George Bernard Shaw: “The greatest illusion about communication is that it has occurred”.
“Startups are Time, Cash, and Emotion Vampires”. Guest speakers. Bob Hurwitz (Founder of OfficeMax; Chair of BioMendics) and Karen McGuire (Founder and CEO of BioMendics)
Institutionalization of the Charismatic Founder/Leader Flashpoints at Georgia Tech (Atlanta, GA), November 1, 2016
Master Class on Selling Flashpoints at Georgia Tech (Atlanta, GA), November 1, 2016
Dealmakers Unite! Smart Business Magazine, October 12, 2015
Dealmakers Unite! Smart Business Magazine, July 2015 and August 2015
Legal Tech 2015 Lightning Round Judge (San Francisco, CA) July 15, 2015
Early stage investing Flashpoints at Georgia Tech (Atlanta, Georgia) March 3, 2015
Dealmakers Unite! Wage War against Deal Waste, Inefficiency, and Friction Falls River Group, December 2014
Commercialization of Technology Boston University Engineering School Colloquium, (Palo Alto, CA) January 15, 2010
Bridge Financing In A Crisis Often Pits Parties Against Each Other Bowne Review for Dealmakers, December 2009
Crisis Bridge Financings — 2009 The Review of Securities & Commodities Regulation, September 23, 2009
Going Private: A Reasoned Response to Sarbanes-Oxley? Delisting of Companies, Ch. 7, Icfai University (2008)
Corporate Governance: Building an IPO and Merger Defense through Board Minutes 39th Annual Institute on Securities Regulation, (NY, NY), November 2007
Venture Capital—How to Structure and Value the Deal U of SF School of Business and Management (SF, CA), August 2007
Fundraising, Valuations, Dilution, Term Sheets, and Negotiations Kauffman Foundation Seminar, (Cleveland, OH) June 2007
Discussion of Case Studies and Valuation Kauffman Foundation Seminar, Power of Angel Investing – (Cleveland, OH) October 2006
Small Business Capital Raising SEC’s 25th Annual Gov’t-Business Small Business Capital Formation Forum (SEC Headquarters) September 2006
Group Therapy: SEC Rules Confound Partnerships Between PE and Hedge Funds The Deal, September 22, 2006
Life Support: Crisis Bridge Financing The Deal, August 7, 2006
Negotiations: Confessions of an Encyclopedia Salesman Weatherhead School of Management (Cleveland, Ohio) March 2005
Going Private: A Reasoned Response to Sarbanes-Oxley SEC Gov’t-Business Small Business Capital Formation Forum (D.C.) September 2004
Going Private: A Reasoned Response to Sarbanes-Oxley PLI Advanced Securities Law (San Diego, CA) August 2004
Best Intentions. Sarbanes-Oxley: A Law of Unintended Consequences Smart Business Magazine, June 2004
Negotiation: The Science, the Art, and the Music Weatherhead, CWRU (Cleveland, Ohio), February 2004
Negotiating: Techniques & Strategies Weatherhead School of Management, CWRU (Cleveland, Ohio) February 2003
Investor Defaults. How to Protect Your PE or VC Fund PE Fund Raising 2002, Inst. for Int’l Research (NY, NY), September 2002
Broker-Dealer or Finder – Financial Intermediaries in Private Placements Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.), September, 2002
On Being an Entrepreneur: Sometimes you eat the bear, and sometimes the bear eats you Distinguished Speaker Series Graduate School of Management, Kent State University (Kent, Ohio) April 22, 2002
Purchasing Public Companies Weatherhead School of Management, Case Western Reserve University, (Cleveland, Ohio) January 17, 2002
21st Century Challenges of Law Firms Eighth Judicial Conference (Cleveland, OH) October 2001
Bridge Financings Psychological and Financial Architecture, March 2001
Meet the Invendor Venture Capital & Startups, February 14, 2001
Bridge Financings – Alternative Structures Weatherhead School of Management, Case Western Reserve University (Cleveland, Ohio) February 10, 2001
Valuation – The Uncertain Science Weatherhead School of Management, Case Western Reserve University (Cleveland, Ohio) February 1, 2001
Business and Legal Capital Structures for Venture Capital and Institutional Investors Practicing Law Institute, Satellite Broadcast (New York, New York) December 7, 2000
Negotiating Tactics and Strategies Ohio Savings Bank seminar, November 2000
Transitioning into the New Economy Panelist, Forum sponsored by EMC, Cisco Systems, Oracle, and Bowne (Cleveland, Ohio), October 31, 2000
Bricks and Mortar: Finding Early Stage Capital and the Quest for Later Stage Capital Moderator, Securities and Exchange Commission Small Business Capital Formation Forum (San Antonio, TX) September 11-12, 2000
Barbarians on the Net Panelist, Council of Development Finance Agencies, 2000 Spring Education Conference (Cleveland, Ohio) May 18, 2000
The Negotiation Dance: Buying a Public Company Weatherhead School of Management, Case Western Reserve University, (Cleveland, Ohio), February 10, 2000
The Definitive Deal Dictionary 1999
Buying a Business: Negotiating Strategies and Psychology Weatherhead School of Management, Case Western Reserve University (Cleveland, Ohio) February 4, 1999
Balancing the Deal: Private Placements – What They Can Mean to Your Client Bowne & Company (New York, New York) 1998, p. 401 (co-author)
Venture Capital: Exit Strategies Securities and Exchange Commission Small Business Capital Formation Forum (Chicago, IL) September 24, 1998
Impact of Regulatory Changes on the Venture Capital Market Federal Securities Law Institute (Coral Gables, FL) February 6-8, 1997
The Wallman Commission Report on Capital Formation and Regulatory Processes Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September 27,1996
Acquisitions — The Zero Sum Game Ohio Society of Certified Public Accountants, Akron/Canton Chapter (Akron, Ohio) September 10, 1996
Balancing the Deal: Private Placements – What They Can Mean to Your Client Business Law Today Volume 5, Number 2, November/December 1995
Venture Capital: Structures and Alternatives, Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September 9, 1994
Private Placement Guidelines – A Lawyer’s Letter to a First Time Issuer American Bar Association Section of Business Law, November 1992
Philosophy of Acquisitions Corporate Counsel’s Quarterly, January 1992
Philosophy of Acquisitions Supplement to Dealing With Financially Troubled Companies, Business Laws, Inc. July 31, 1991
Proposal Letter to the Division of Corporate Finance and Small Business Division of Corporate Finance of the Securities and Exchange Commission Co-Chair and Co-Author, with Carl Schneider and Stanley Keller, American Bar Association Task Force to revise SEC Rule 147 on Intrastate Offerings, August 9, 1991
Acquiring or Selling the Financially Distressed Company Moderator, Kahn Kleinman/Arthur Andersen/National City Bank Seminar (Cleveland, Ohio) September 26, 1990
Venture Capital: Deal Structure and Vocabulary Federal Securities Law Institute (Miami, FL) 1990
Corporations, Partnerships and Trusts as Purchasers Under Regulation D Real Estate Securities Journal, Volume 7, Issue 2, 1986
Corporate Survival: Crisis Bridge Financings Boston University School of Law, October 26, 2009
Proposed SEC Small Business Regulatory Changes Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September 24, 2007, Co-Moderator
The Best in Securities Offerings. Balancing the Deal: Private Placements – What They Can Mean to Your Client Co-Author, Bowne & Co., New York, 1998
Balancing the Deal: Private Placements – What They Can Mean to Your Client Co-Author, Business Law Today, Vol. 5, No. 2, November/December 1998
Private Placements to Accredited Investors Moderator, Securities and Exchange Commission Small Business Capital Formation Forum (Providence, RI), September 13-14, 1995
Exempt Securities Offerings, Foreign and Domestic Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.), September 8, 1994
Exempt Securities Offerings Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.), September 1993
Regulation D and the Small Business Initiatives Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.), September 1993
Private Placement Guidelines – A Lawyer’s Letter to a First Time Issuer American Bar Association Section of Business Law, November 1992
Intrastate Exemption – An Insider’s View of the Rule 147 Proposals Securities Law Section of the Cleveland Bar Association (Cleveland, Ohio), November 1991
Rule 147 Proposals Federal Regulation of Securities Meeting of the American Bar Association (Washington, D.C), November 1991
Proposal Letter to the Division of Corporate Finance and Small Business Division of Corporate Finance of the Securities and Exchange Commission Co-Chair and Co-Author, with Carl Schneider and Stanley Keller, American Bar Association Task Force to revise SEC Rule 147 on Intrastate Offerings, August 9, 1991
Private Placements – Impact of Rule 144A Moderator, Federal Securities Law Institute, 1991
Private Exemptions – The Need to Reform the Intrastate Exemption Moderator, Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.), September 1990
Regulation D – General Solicitation and Advertising Moderator, Federal Securities Law Institute (Miami, FL), September 1989
Recent Developments in the Securities Laws Affecting Small Business Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September 1989
Regulation D Moderator, Federal Securities Law Institute (Miami, FL), 1987
Corporations, Partnerships, and Trusts as Purchasers Under Regulation D Real Estate Securities Journal, Volume 7, Issue 2, 1986
Resales of Restricted Securities Moderator, Federal Securities Law Institute (Miami, FL), 1986
Issuer Sales and Investment Partnerships Moderator, Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.), 1986
Issuer Exemption from Broker-Dealer Registration Cleveland Bar Association, Securities Law Institute (Cleveland, Ohio), October 1985
Offshore Investors Cleveland Bar Association, Securities Law Institute, February 1985
Securities and the Foreign Investor 5th Annual Southern Securities Law Institute (Miami, FL) February 1985
Real Estate Securities and the Foreign Investor – Some Problems and Proposals Securities Regulation Law Journal, Volume 11, Number 332, 1984
Extraterritorial Application of United States Securities Law – A Matrix Analysis 7 Hastings Int’l and Comp. L. Rev., Vol. 7, Number 201, 1983
Extraterritorial Application of Federal Securities Law 3rd Annual Ohio Division of Securities Conference, 1982
Business and Finance
Eliciting Information: listening is the key sales skill Master Class. Flashpoints at Georgia Tech (Atlanta, Georgia) March 4, 2015
Continuous adaptation in life and in law — “Life is change; how it differs from the rocks” 22nd Annual Securities Experts Roundtable (San Francisco, CA) August 8, 2014
Evolving law firm models — a 2020 perspective Managing Partners Roundtable (San Francisco, CA) March 27, 2014
Foreign Corrupt Practices Act (Moderator) Morgan Stanley-Littler Mendelson; co-sponsors (Los Angeles, CA) March 24, 2014
Future of the private practice of law Tucker Ellis Forum (Cleveland, OH) January 27, 2014
Board of Directors: Governance and Leadership, Some Pragmatic Realities Boston University School of Law, October 26, 2009
Corporate Survival: Crisis Bridge Financings Boston University School of Law, October 26, 2009
It’s Time To Change Outdated Corporate Models Selker Leadership Interview – Part 2, June 28, 2009
The SEC: What’s Wrong And How To Fix It Selker Leadership Interview – Part 1, June 16, 2009
Legislation Won’t Prevent The Next Madoff: SEC Needs Talent, Technology & Collaboration (Not New Laws) The Huffington Post, January 13, 2009
Going Private: A Reasoned Response to Sarbanes-Oxley? Delisting of Companies, Chapter 7, The Icfai University (2008)
Corporate Governance: Building an IPO and Merger Defense through Board Minutes 39th Annual Institute on Securities Regulation, (New York, New York), November 9, 2007
Review Directors’ Meeting Materials to Ensure Consistent Disclosure Bowne Digest for Compliance Professionals, May 2007
Effect of Sarbanes-Oxley on the C-Suite Officers of Public Companies Case Western Reserve University Weatherhead School of Management (Cleveland, Ohio) February 12, 2007
Sarbanes-Oxley’s Subtle Disclosure Costs Insights: Corporate & Securities Law Advisor, January 2007
Practical Experience with Securities Reform Advanced Securities Law Workshop 2006 (San Diego, CA) August 17-18, 2006
Reforming Sarbanes-Oxley: The SEC Advisory Committee Practising Law Institute’s Advanced Securities Law Workshop 2006 (San Diego, CA) August 17-18, 2006
Public Companies: Sarbanes’ Oxley’s Subtle Disclosure Costs Practicing Law Institute Handbook for the 2006 Advanced Securities Law Workshop (San Diego, CA); August 2006
Public Company Board Governance SEC Updates – 2005, Bowne Seminar, (Cleveland, Ohio), October 28, 2005
Recommendations to the SEC’s Advisory Committee on Smaller Public Companies about Corporate Governance, Capital Formation, and Internal Controls Over Financial Reporting, and Accounting Moderator and Lead Spokesperson, SEC 24th Annual Government Business Forum on Small Business Capital Formation, (San Francisco, CA) September 19-20, 2005
Blocking the Boards: Sarbanes-Oxley Prevents Corporate Boards from Making Decisions Based on Solid Business Principles Inside Business – Guest Column, March 2005
The Impact of Sarbanes-Oxley on Mid-Cap Issuers Lead Author, The Review of Securities & Commodities Regulation, December 2004
Financial Statement Transparency in Management’s Discussion and Analysis – 2003 The Lawyer’s Brief, November 30, 2004
Going Private: A Reasoned Response to Sarbanes-Oxley SEC 23rd Annual Government-Business Forum on Small Business Capital Formation (Washington, D.C.) September 20, 2004
The Impact of Sarbanes-Oxley on Mid-Cap Issuers SEC 23rd Annual Government-Business Forum on Small Business Capital Formation (Washington, D.C) September 20, 2004
Going Private: A Reasoned Response to Sarbanes-Oxley PLI Advanced Securities Law Workshop (San Diego, CA) August 12, 2004
The Impact of Sarbanes-Oxley on Mid-Cap Issuers PLI Advanced Securities Law Workshop (San Diego, CA), August 12, 2004
Best Intentions. Sarbanes-Oxley: A Law of Unintended Consequences Smart Business Magazine, June 2004
Off-Balance Sheet Disclosures in MD & A The Review of Securities & Commodities Regulation, January 28, 2004
MD & A 2003: The Off-Balance Sheet Rules (a Mid-Cap Perspective) 35th Annual PLI Institute on Securities Regulation (New York, New York), November 6, 2003
Executive Compensation After The Sarbanes-Oxley Act of 2002 Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C), September 2002
Buying and Selling Public Companies Weatherhead School of Management, Case Western Reserve University (Cleveland, Ohio) January 17, 2002
The Negotiation Dance: Buying a Public Company Weatherhead School of Management, Case Western Reserve University (Cleveland, Ohio) February 10, 2000
Is Going Public in Your Future? The Cleveland AD Association (Cleveland, Ohio) November 6, 1997
Initial Public Offerings Guest Speaker, Executive MBA Program Cleveland State University (Cleveland, Ohio), May 17, 1997
Disclosure Simplification – The Howard Task Force Recommendations Moderator, Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September 26, 1996
SEC Small Business Initiatives 21st Annual SEC/AICPA National Conference on Current SEC Developments (Washington, D.C) January 1994
Going Public Co-Chair, Kahn Kleinman-Coopers & Lybrand-McDonald & Company Securities-NASDAQ Stock Market, Inc. Seminar (Cleveland, Ohio) November 1994
Executive Compensation for Public Companies Federal Securities Law Institute (Ft. Lauderdale, FL) February 1994
Proxy Season 1993 – The New SEC Rules on Executive Compensation Federal Securities Law Institute (Ft. Lauderdale, FL), February 1993
Mechanics of Underwriting Greater Cleveland Bar Association (Cleveland, Ohio), April 1985
Initial Public Offerings — Perspective of Company Counsel (Ohio Securities Bulletin, Vol. 1, Number 4, 1983
Dealing with Financial Analysts Federal Securities Law Institute (Ft. Lauderdale, FL), September 1993
Understanding Financial Covenants Cleveland Bar Association, Corporation, Banking, and Business Law Institute (Cleveland, Ohio) April 1992
Buyer Beware: Clauses for Protection of the Buyer in the Purchase of Income-Producing Property Real Estate Outlook, February 1989
Introduction to Real Estate Securities Real Estate Institute, Cleveland Bar Association (Cleveland, Ohio) October 1988
Retail Trends in the Next Decade Moderator, National Real Estate Investment Forum, Wharton School, University of Pennsylvania (Philadelphia, PA) October 1987
The Effect of Changes in the Size and Ownership of Banks and Financial Institutions on Small Business’s Ability to Secure Debt Financing Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September 1987
Start-Up Business Financing Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September 1987
Impact of Electronic Retailing Moderator, National Real Estate Investment Forum, Wharton School, University of Pennsylvania (Philadelphia, PA) October 1986
The Syndicator as a Securities Broker-Dealer Small Business Counselor, July 1986
Partnership Bibliography: 1980-1984 Co-Author, Business Law, Vol. 41, Number 2, 1986
RULPA in Ohio Real Estate Securities and Syndication Institute, May 1985
Securities and the Foreign Investor Cleveland Bar Association, Securities Law Institute (Cleveland, Ohio) February 1985
The Real Estate Syndicator as a Securities Broker-Dealer Real Estate Securities Journal, Vol. 6, Number 2, 1985
Real Estate Syndications Ohio Conference of Real Estate Securities and Syndication Institute, (Columbus, Ohio) May 1984
Real Estate Securities and the Foreign Investor – Some Problems and Proposals 11 Securities Regulation Law Journal, 332, 1984
Joint Ventures – The Unexpected Real Estate Security Real Estate Securities Journal,
Vol. 5, Number 1, 1984
Real Estate Securities and the Foreign Investor – Some Problems and Proposals Securities Regulation Law Journal, Vol. 11, Number 332, 1984
Real Estate Syndications Ohio Conference of Real Estate Securities and Syndication Institute, Ohio State University (Columbus, Ohio), May 1984
Real Estate Joint Venture Interests as Securities-the Implications of Williamson v. Tucker Washington University Law Quarterly, Vol. 59, Number 1231, 1982