Fundamentals of Venture Capital by Joseph W. Bartlett

By Joseph W. Bartlett

Written in hugely readable layman's language, basics a gamble Capital is a concise advent to the major matters dealing with either traders and marketers as they embark at the trip of turning a good suggestion right into a ecocnomic truth.

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It is thought easier to establish the amount of the increase, and therefore tax it, by focusing on transfers: the passage of assets from one hand, or form, to another. In organizing a corporation, therefore, the first rule is to circumvent taxable events: transfers which the Code (and state law) recognize as an occasion for asserting a tax. If a taxable event is unavoidable, the second rule is to eliminate or avoid gain if possible and, if not, to defer the recognition of such gain or, if the circumstances so warrant, to establish a loss.

The complexity of the analysis-corporation versus limited liability company-is multiplied by the fact that there are issues other than federal income tax to take into account, including the impact of state taxes, medical insurance, and other nontrivial expenses. There is, in the final analysis, only one way in which to illuminate and decide the most intelligent election between the corporate and the limited liability company form. Take the business forecast and run two scenarios: limited liability company versus corporation.

Moreover, existing assets-plant, machinery, equipment, accounts receivable-are seldom, if ever, meaningful in a first round. There are almost as many methods of calculating value as there are world religions, since the questions are metaphysical in part and depend on the appetites of the observer. In one of the most common scenarios, a five-year forecast is prepared, the thought being that in the fifth year (assuming the projections are accurate) an exit strategy will be implemented; that is, investors will sell their securities for cash or the securities will become publicly traded, the equivalent of cash.

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