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避开“坏”投资人

正在寻找投资人?不要急于拿钱,以免错误决定毁掉你的公司。

来源:《创业邦》   文/David Worrell

夏伦伯格创立的Highland Homes公司位于美国圣路易市,之前从未有寻找投资人的需求。2003年初,公司有两栋价值50万美元左右的工程一起开建,银行却拒绝提供贷款。他回忆说:“银行说我们扩张太快了,于是我们决定引入一位投资人。”

几乎没有经过考虑,时年33岁的夏伦伯格就直接跑去找一位偶然认识的曾表示出投资兴趣的人。这个人看起来很合适,于是夏伦伯格立刻和对方达成了协议。“我们握手成交,第二天就去办理了相关手续。可是我们签过任何书面协议吗?没有。我们调查过他的背景吗?没有。我们只知道他是一家著名律师事务所的合伙人。”

夏伦伯格很快就为自己的鲁莽而悔不当初。从外观设计到内部装修的涂料颜色,他发现投资人想插手公司里的所有事情,结果是本应在5个月时间内完工的房子整整用时10个月。

现在看来,如果夏伦伯格稍微放慢一点速度,对投资人有更多的了解,很可能会在事情已经无可挽回之前发现一些警告信号。在你急着寻找投资人之前,应首先完成下列五项工作:

1. 了解投资人的性格。马克.摩根斯坦(Marc Morgenstern)是Kahn Kleinman律师事务所的律师,他认为创业者应该对某类人敬而远之。他说,“比如,我会劝告客户不要向律师融资,他们是最糟糕的投资人。”身为律师,他仍直言不讳。

一般来说,不同类型的投资人会出于不同的原因进行投资。夏伦伯格觉得他的投资人仅仅只想得到高额回报。他认为,实际上,应该找一位对开发高档住宅感兴趣的投资人更合适。

为收集关于对方个性的线索,摩根斯坦建议客户仔细倾听投资人提出的问题。对经营细节的过分关注,通常预示着投资人会慢慢介入公司的日常经营管理中。如果你需要别人帮你管理,这就对你有利,但也很容易变成众口难调的局面。

2. 做好背景调查。不管你现在多么缺钱,都没理由从无赖甚至犯罪分子那里融资。现在有很多基于互联网的信息调查公司,它们会提供简单快捷的方法查出投资人的老底。

信息调查服务会检索各种数据库,包括营业执照、犯罪记录、破产记录、不动产交易、民事法庭判决,甚至还能查到对方的电费账单。

LocatePLUS.com公司总裁乔恩.莱托里拉(Jon Latorella)建议,“在调查结果中寻找有矛盾的地方。很多时候,缺乏数据比信息本身更能反映问题。如果你几乎找不到关于某个人的信息,要么他们是只用现金,要么是背后有问题,比如整个身份都是伪造的。”同样,如果多次出现不同的名字,或同一个名字有不同写法,也可能意味着之前有欺诈行为。

摩根斯坦还通过背景调查报告来找出曾卷入多起诉讼的人。“曾经打过官司的人往往还会跑上法庭。”他警告说,“他们有些可能是诉讼专业户,也可能只是不知道该如何解决冲突的那种人。不管是哪一种,都离得越远越好。”

3. 寻求帮助。接受一位投资人就像是结婚,做出情绪化的决定后就要承受长期后果。提供尽职调查服务的O'Malley Group公司的咨询顾问麦克.奥梅丽(Mike O'Malley)建议,可以找一个外部人或咨询顾问来帮你审查协议内容。“咨询顾问与协议没有利益冲突,可以不带任何个人色彩,我们可以提出一些其他人不方便开口的苛刻问题。”如果没有足够的钱去聘请咨询顾问,那就在认识的人里挑一个你可以信任的。

4. 设立明确的期望值。寻找投资人时最容易忽略的就是设定期望值。即使签署了正式合同或附属协议,里头也很少会标明有关指导和管理等问题。你希望投资人帮你一起管理企业还是保持距离?事先要和他谈好。

有关期望最关键的一点是财务报告:你对财务和运营信息的通报负有什么样的责任义务?“大部分投资人会要求月度财务报告。”Shaw Pittman商业律师事务所的律师贝丝.威尔逊(Beth Wilson)说,“但也可以在报告频度和内容方面进行协商,帮你松口气。”威尔逊建议创业者要确信繁复的报告任务不会影响企业的正常经营。

5. 迅速解决问题。如果说有需要立即采取行动的状况,那就是解决掉潜在的问题投资人。只要一发现事情不对头,立刻和对方进行正式谈话,把事情说清楚。

摩根斯坦说,“这种对话很困难,因为会令人不快。但投资人会和你有长久的合作,双方必须有良好的关系。”

如果你对某个投资人解释他的行为对企业生产经营造成了不良影响,不仅有可能改变他的行为,还有可能赢得尊重。如果运气不够好,最后要面对的就是一位愤怒的投资人,但你可能救了整个公司。

原文:Not So Fast!

Seeking an investor? Slow down and take five steps to protect your company from making a bad choice.

By David Worrell

Bob Shallenberger knows time is money. He talks fast and makes decisions quickly. By all accounts, Shallenberger's need for speed has made him a highly successful entrepreneur. But last year, when his home-building business needed an investor, Shallenberger's rapid-fire approach to decision-making almost burned the house down.

Being in real estate, Shallenberger finds that investors are not shy about offering him their money. Says Shallenberger, "Having an investment that returns 30 percent annually and is backed by real property, it's pretty easy to get people interested."

For Sale

Shallenberger's company, Highland Homes of Saint Louis, never needed an investor until, early this year, with two $500,000 homes already under construction, his banker pulled the plug. "When the bank said we were already overextended, we decided to take on an investor," he recalls.

With hardly a second thought, Shallenberger, 33, reached out to a casual acquaintance who had previously indicated an interest in investing. Immediately, it seemed like a good fit, so Shallenberger closed the deal. "We shook hands and next met at the title company," says Shallenberger. "But did we have a written agreement? No. Did we research his background? No. We just knew he was a partner at a respected law firm."

Shallenberger soon regretted shooting from the hip. He quickly discovered that the investor expected to be consulted on everything from the exterior landscaping to the interior paint color. As a result, the home that was supposed to take five months to build instead took 10.

In hindsight, if Shallenberger had slowed down to better evaluate his investor, he might have seen the warning signs before it was too late. Before you jump the gun with an investor, work through the following five steps:

1. Know the investor's personality. According to attorney Marc Morgenstern, who advises both investors and entrepreneurs in private equity deals at law firm Kahn Kleinman in Cleveland, there are some people an entrepreneur should simply avoid. "For example, I try to never let a client take money from lawyers; they're the worst," he says, without a hint of irony.

More generally, different kinds of investors have different reasons to invest. Shallenberger thought his investor simply wanted a good return on his money. In fact, it was probably more about the status of building expensive homes, he says.

To glean personality clues, Morgenstern advises clients to listen to the questions investors ask. An obsession with operational detail is often a sign an investor will worm his way into day-to-day company management. If you need additional management help, that may be to your advantage. But it can easily spiral into a case of too many chefs spoiling the stew.

2. Do background research. No matter how badly you need investment money, there's no reason to get it from a deadbeat or felon. Internet-based reference search companies, such as ChoicePointOnline.com, LocatePLUS.com Inc. and USSEARCH.com Inc., provide quick and easy ways to know if your investor has any skeletons in the closet.

Reference search services access databases of business licenses, criminal records, bankruptcies, real property transactions, civil court judgments, even utility bills. A basic search through LocatePLUS.com costs less than $8 but could save you thousands in the end.

"Within the search results, look for inconsistencies," advises Jon Latorella, president of Beverly, Massachusetts-based LocatePLUS.com Inc. "A lot of times, the absence of data is more important than the info itself. If very little is available on a person, it could be that they simply pay cash for everything-or it could be more insidious, like their whole personality is fabricated." Likewise, multiple occurrences of different names, or different spellings of the same name, may indicate previous fraud.

Morgenstern also uses background reports to look for someone involved in multiple lawsuits. "People who have been in litigation tend to end up in litigation," he warns. "They could be someone who seeks litigation or simply someone who does not know how to resolve conflict. Either way, avoid those people."

3. Get help. Taking on an investor is like getting married: It's an emotion-filled decision with long-term consequences. That's why consultant Mike O'Malley, who provides due diligence services through his Chicago company, The O'Malley Group, recommends getting an outsider or a consultant to look over the deal. "A consultant has no stake in the deal and can operate at a level above any particular self-interest," he says. "We can ask the tough questions that other people are unwilling to ask because it makes them uncomfortable."

If a paid consultant isn't in the budget, look within your own network for a person whose judgment you trust. Ask them to look at both the investor and the players in your company to assess the fit. "The whole system has to work together," says O'Malley.

4. Set expectations. Perhaps the most overlooked aspect of taking on an investor is setting expectations. Even when a formal contract or subscription agreement exists, it rarely addresses issues like mentoring and management. Do you expect your investor to help manage the business or to keep his distance? Let him know in advance. Morgenstern puts it succinctly: "An expectation unarticulated is a disappointment guaranteed."

One key expectation is reporting: How much are you obligated to tell the investor about your finances and operations? "Most investors will ask for monthly financial statements," says attorney Beth Wilson of business law firm Shaw Pittman in Los Angeles, "but there could also be some requirements that should give you pause, either in terms of the frequency or relevance." Wilson advises entrepreneurs to be sure that onerous reporting requirements don't distract them from the job of running the business.

5. Tackle problems quickly. If there's one area that deserves rapid action, it's dealing with a potential problem investor. At the first sign of things going awry, begin a clear and professional dialog.

"These conversations are hard because they're confrontational," says Morgenstern. "But the investor is a permanent part of your life, and it's not acceptable to have a bad relationship."

If you explain to an investor that his actions are counterproductive, you may not only change his behavior but also win his respect. If you are less fortunate, you will end up with an angry investor-but you may save the company in the meantime.

Sale Pending

Bob Shallenberger is still waiting to sell the home he built with his first financial investor but insists he has already profited from the experience. By having worked with a problem investor, he says, he now knows how to recognize an excellent one. "Just because you get one lemon doesn't mean you'll never buy another car," he laughs.

Shallenberger continues to accept new investors for his real estate dealings, but these days, he looks before he leaps. He finds reputable investors he can work with, and he clearly articulates both his obligations and his expectations through a written contract. Says Shallenberger, "We'll never again be forced to make a bad decision because we weren't prepared."

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