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Topic: Privately held companies

	How to Manage the Corporate Governance Risks of Large, Privately Held Corporations
		Private companies now should begin to review and make changes in their corporate governance structure and practices, their system of internal controls, their approach to financial reporting and their corporate culture regarding appropriate behavior.
		Private companies should consider accompanying their financial statements with this type of a discussion.
		Large, privately held companies should undertake to have their directors, officers and employees become familiar with Sarbanes-Oxley requirements pertaining to lawyer reporting of misconduct (and the reasons behind them) and to modify their internal procedures to accommodate these new standards.
	www.constructionweblinks.com /Resources/Industry_Reports__Newsletters/Oct_7_2002/corporate_governance.htm (1211 words)

	Corporate Governance Reforms for Privately-Held Companies (Site not responding. Last check: 2007-10-05)
		Accordingly, we are recommending that private companies conduct periodic reviews of the adequacy and scope of their controls, their implementation, the operation of their internal audit function, and the following up of internal audit recommendations.
		We recommend that private companies undertake to have their directors, officers and employees become familiar with these changes (and the reasons behind them) and to modify their internal procedures to accommodate these new standards.
		As state corporate law begins to reflect the important changes in expectations for company boards and managements, including changes that will inevitably affect application of the business judgment rule, privately held companies would be wise to adjust their corporate governance policies and procedures.
	www.thelenreid.com /articles/article/art_142_idx.htm (1301 words)

	How Sarbanes-Oxley will affect privately held companies
		Private companies that anticipate acquisition by public companies will need to comply with Sarbanes-Oxley's requirements on internal controls -- several quarters before the acquisition -- to make sure the acquiring company's CEO and CFO will be willing to certify the consolidated financials.
		Private companies that anticipate a public stock offering will also need to comply with Sarbanes-Oxley well in advance of the IPO filing, to ensure that auditors and investment bankers can complete due diligence and issue positive opinions.
		Private companies will be motivated to invest in infrastructure for compliance, to reduce risk and increase stakeholder confidence -- and to increase their valuation in the event of acquisition or IPO.
	searchstorage.techtarget.com /ateQuestionNResponse/0,289625,sid5_cid563109_tax295552,00.html (389 words)

	Corporate Research E-Letter No.6: Privately held companies (Site not responding. Last check: 2007-10-05)
		A company may be private in the sense that its shares do not trade publicly, but many larger private firms sell bonds and other debt securities to the public and thus have to make SEC filings such as the 10-K annual report.
		Companies will not lie with abandon, since they don't want to damage their credibility, yet it is always worth taking D&B data with a grain of salt.
		Apart from public records, additional information on private companies can be found in the media, particularly the trade press and local newspapers that cover the town in which a firm is headquartered or has a large facility.
	www.corp-research.org /archives/nov00.htm (1248 words)

	Directors & Officers of Privately Owned Companies: Do They Need Coverage? - Brown & Riding Insurance Services, ...
		Directors and officers may be held personally liable for all losses to the corporation caused by their failure to ensure that the corporation is in compliance with applicable laws.
		Lacking legal counsel or full-time risk managers, many privately held firms erroneously think that their general liability policy adequately covers all claims, including those that are employee-related.
		Four out of 10 private firm directors reported feeling that their risk of being sued was equal to or greater than that faced by public company directors.
	www.brownandriding.com /financial_3a.htm (709 words)

	Corporate Governance Issues for Large Privately-held Companies: Risks and Recommendations (Site not responding. Last check: 2007-10-05)
		These large private companies will face a number of specific risks which make it important to consider changes in corporate governance to meet the needs and requirements of lenders, accountants, insurers, government contracting parties, as well as shareholders.
		We recommend that private companies begin now to review and make changes in their corporate governance structure and practices, their system of internal controls, their approach to financial reporting, and their corporate culture regarding appropriate behavior.
		Nevertheless, to protect against the possibility that a company could violate section 402 at the moment it goes public, loans and credit arrangements for the benefit of executive officers and directors must be structured so that they can be terminated prior to an IPO without significant adverse consequences to the company.
	www.thelenreid.com /articles/article/art_147_idx.htm (1252 words)

	International Law Office - Legal Newsletter (Site not responding. Last check: 2007-10-05)
		The first is the situation of minority shareholders in publicly and privately held companies in case of a squeeze-out.
		Only minority shareholders in privately held companies can refuse the automatic transfer of their securities to the majority shareholders at the end of the squeeze-out process.
		The argument raised by the legislator in treating the minority shareholders of publicly held companies and privately held companies differently was that this was necessary to mitigate the restrictive nature of the squeeze-out procedure in the case of privately held companies.
	www.internationallawoffice.com /ld.cfm?Newsletters__Ref=7013 (578 words)

	NONQUALIFIED STOCK PLANS CAN BE ADAPTED TO MEET THE NEEDS OF PRIVATELY HELD COMPANIES Section: COMPENSATION & BENEFITS ... (Site not responding. Last check: 2007-10-05)
		Privately held companies, however, may regard stock-based compensation as inappropriate because of an unwillingness to transfer equity to employees and the difficulty in valuing the firm.
		Private companies can similarly provide compensation using stock (e.g., restricted stock and stock options) or arrangements tied to the performance of the company's stock (e.g., SARs or phantom stock awards).
		Because book value is not determined on a daily basis, the private company also must specify when value is to be determined and how to deal with the dilutive effect of new stock issuances on per-share value.
	mgv.mim.edu.my /Articles/00437/9602442.Htm (5286 words)

	Privately held companies report reasons for selecting and switching auditors. (Industry Overview)
		A survey of 225 CEOs from companies listed in Inc. Magazine's 1992 listing of the 500 fastest growing small companies in the US reveals that audit fees are not a primary consideration when small private firms select or retain audit firms.
		In the decision to retain an audit firm, the survey showed that small company CEOs tended to judge a CPA firm on its ability to provide services that corresponded to their company's needs, understand the company's business objectives and come up with new ideas to help the company attain its strategic goals.
		Recent research shows companies are putting their work out for bid to a greater number of audit firms.
	www.luca.com /cpajournal/old/15703005.htm (2143 words)

	Executive Compensation at Privately Held Companies Better Linked to Performance (Site not responding. Last check: 2007-10-05)
		Syzygy is now seeking private companies to participate in its 2004 compensation survey in order to provide quality data on how these companies attract and retain key talent.
		Syzygy's annual private company compensation survey is completed in strict confidence and is the only executive and key employee compensation survey conducted in association with Silicon Valley's leading law firms including Cooley Godward, Fenwick & West, Gray Cary, Gunderson Dettmer, Latham & Watkins, Pillsbury Winthrop and Simpson Thatcher.
		Private technology companies can visit http://www.syzygyconsulting.com/ to participate and request updated survey results that are expected in June 2004.
	www.forrelease.com /D20040412/phm006.P2.04092004174808.06828.html (425 words)

	Valuing Privately Held Companies (Site not responding. Last check: 2007-10-05)
		The definition under which privately held companies are valued assumes the "highest price available in an open unrestricted market, under no compulsion to act expressed in terms of cash".
		A dot.com company with low earnings and asset base may still be valued using an earnings approach, as this value may still be higher than an asset base approach.
		That is, if a company is breaking even, a valuator may determine that the shareholders can take the proceeds from liquidating a company's assets and reinvesting them in alternative investments which will earn them a better income stream than if they were used in the operations.
	www.canadaone.com /ezine/oct04/valuing_businesses.html (914 words)

	ACG - Resources - Resources/Links (Site not responding. Last check: 2007-10-05)
		Evarts Capital, Inc. is a private investment banking firm specializing in merger and acquisition transactions in the $5 million to $50 million range and in raising funds for growth capital.
		FINCOM is a private investment banking firm headquartered in the Greater Philadelphia area with representative offices in Lehigh Valley PA and Rochester NY and an affiliate in the Scranton Wilkes-Barre PA metropolitan area.
		Whether a company is going through a difficult period, or has ambitious growth plans that may outstrip existing capital, our diverse lender relationships and 25 years of experience in banking and commercial finance help our clients solve their capital issues.
	www.acg.org /resources/networking/links.asp?PRIMARY=SIY&TITLE=Intermediary (10391 words)

	Going Private - The private dreams of publicly held companies. By Daniel Gross (Site not responding. Last check: 2007-10-05)
		The culprits are many: Last year's Sarbanes-Oxley Act has imposed new costs and obligations on publicly held companies, executive compensation is suddenly under a microscope, the plaintiffs' bar is ravenous and aggressive, and insurance companies are boosting premiums for insurance policies that cover directors and officers.
		And among private companies, it's tough to become a centimillionaire without either putting your own money at risk or selling your stake entirely—a feat many CEOs at large publicly held companies have managed to pull off through the liberal use of options.
		Most important, for all the scrutiny surrounding executive behavior at public companies, public shareholders are in fact still more forgiving then the types of owners executives would have to contend with if the firms were private.
	slate.msn.com /id/2087939 (971 words)

	Columns: Top privately held companies thriving
		For all its population, Florida is as anemic as a home for large and prosperous private companies as it is for substantial public companies.
		The company's headquarters is a sprawling green complex complete with a swimming pool, 24-hour fitness centers, restaurants, a massage center, a beauty salon and even dry-cleaning pick-up and delivery.
		And many privately owned auto dealerships in the state were bought up in a wave of industry consolidation that formed giant AutoNation and other large (and now public) auto retailers.
	www.sptimes.com /2002/11/13/Columns/Top_privately_held_co.shtml (922 words)

	Selling Privately Held Companies
		Since the average owner of a business will only sell a company once in a lifetime and the average buyer will buy several companies, the seller is often at a significant disadvantage.
		Company owners often ask themselves, "When is the best time to sell?" Sometimes the answer is simple; however, often times it is not.
		Regardless of the reason, the very best time to sell from an economic perspective is when the company is profitable and growing.
	www.amvest.com /Selling%20Privately%20Held%20Companies.htm (469 words)

	Direct Access Trading Academy - Stock and Money Talk Radio 1 (Site not responding. Last check: 2007-10-05)
		This was the early 1970’s, and the beginning of his privately held investment firm.
		As the 80’s wore on, his privately held investment firm grew into the largest privately held land company in the United States.
		By then, Phil was using his skills to take over privately held companies that were in or near bankruptcy and reorganize them.
	www.datacademy.com /radiobios.htm (350 words)

	Privately Held Companies - Directors & Officers Liability Insurance
		The simple fact is that directors and officers of privately held companies face many of the same management liability exposures as do publicly traded companies.
		Considering that the personal assets of the company's directors and officers are often at stake, it only make sense in this increasingly litigious environment to consider obtaining a properly underwritten policy of Private Company Directors and Officers Liability Insurance.
		Remember that even if the company provides indemnification, should corporate assets be depleted or become otherwise unavailable due to litigation, there simply may not be adequate means to provide this indemnification.
	www.swicker.com /privatecomps.htm (302 words)

	Should Privately Held Companies and Nonprofit OrganizationsComply with the Sarbanes-Oxley Act?
		Although they are not directly affected by the new legislation, some privately held firms and nonprofit organizations are taking steps to avoid any of the ethical dilemmas that have recently plagued a number of publicly traded companies.
		And 12% of respondents from the private firms did not know whether their organization had developed a separate code of ethics for principal financial officers, compared with 77% who said their company did not have a separate code.
		Half of the executives (50%) of the public companies said their corporation had an anti-fraud program and an action plan in place to ensure it is practiced, 19% said they did not (31% did not know).
	www2.amanet.org /press/amanews/SOX2003survey.htm (849 words)

	Finance In 1 privately held companies financial information (Site not responding. Last check: 2007-10-05)
		Sorting through thousands of options to locate the best privately held companies financial information requires a condsiderably amount of skill.
		It took a tremendous amount of resources and man power to compile this information on privately held companies financial information and select the best sites from all those available for you to visit.
		As they relate to the expansion of sales on the Internet privately held companies financial information websites are spring up everywhere A real advantage that comes with a success Internet option gives privately held companies financial information business enterprises have over physical privately held companies financial information stores is the great savings in business operations..
	www.finance-in-1.com /financial-information/privately-held-companies-financial-information.htm (248 words)

	BizWiz Blogger Registration for (Site not responding. Last check: 2007-10-05)
		In the world of publicly traded companies, it is often the case that when a single person or entity owns 5 to 10% of the stock, they can control the company.
		Typically however, since the family owned companies are not continually looking for investors money, and because they do not have a public information staff - to keep their name in the media and hold their per share value up - we never recognize their dominance.
		From a financial angle, smaller, privately held companies have exactly the same stumbling blocks as their megalithic counterparts, but the situations can be even more intense, and the consequences even more dire: After all, it´s one thing if you´re losing stockholders´ money, it´s quite another when you´re losing your own!
	www.clickit.com /cgi-bin/nwblog.cgi?terms=03blog2869204052 (2040 words)

	Valuation of privately held Companies
		Philip Saunders Associates (PSA) values privately held companies for estate and gift taxation; merger, acquisition, divestiture, and buyout; commercial litigation; stock options, warrants, and phantom stock plans; ESOP's; divorce; capital raising and fairness opinions; stockholder suits and dissolutions; and solvency opinions, reorganization, and bankruptcy.
		For stockholder in restaurant company, PSA researched market, made on-site investigation, analyzed finances, adjusted for inter-corporate pricing, and performed asset, discounted cash flow, and market comparable valuations.
		For startup company claiming rights to bioremediation process, PSA demonstrated value of process by creating business plan and projecting potential profits from commercialization.
	www.philipsaunders.com /valuation_private_companies.htm (237 words)

	Shiva Ranked #25 on Inc. Magazine's Eleventh List of 500 Fastest-Growing Privately Held Companies in America (Site not responding. Last check: 2007-10-05)
		The company has grown rapidly through the success of its products, which include a broad range of remote networking and internetworking solutions for Macintosh® and PC networks.
		Twenty-one of the top 500 companies are Massachusetts-based, 78 are based in California, 41 in Texas, 30 in Florida, 30 in Virginia, 26 in New York, 19 in Georgia, 16 in Colorado, 15 in Arizona, 14 in New Jersey, 14 in Pennsylvania, 13 in Ohio, 13 in Illinois, 12 in Indiana and 12 in Maryland.
		Companies had to show at least $100,000 but no more than $25 million in sales for 1987 and had to register a sales increase between 1990 and 1991.
	www.ex-shiva.com /scrapbook/pr921123a.html (521 words)

	Survey: Privately held companies rally to head off D&O lawsuits - 2004-03-22 (Site not responding. Last check: 2007-10-05)
		Managers of nearly two in five privately held companies say it is likely their directors and officers will be sued by shareholders, customers or vendors in 2004, according to a survey of 300 private companies sponsored by the Warren, NJ-based Chubb Group of Insurance Cos.
		Managers of 18 percent of private companies reported that the company or its directors and officers were sued by customers during the past few years.
		The survey also shows that many private companies appear to be responding to the growing threat of lawsuits against their companies and directors and officers.
	www.bizjournals.com /houston/stories/2004/03/22/focus2.html (949 words)

	Columns: Top privately held companies thriving
		Since 1996, most of these private companies have proved to be aggressive climbers up the list of U.S. private companies.
		In Florida, other big private companies from the '90s could have been billion-dollar contenders but took different paths.
		But private companies struggle with their own versions of trouble.
	www.saintpetersburgtimes.com /2002/11/13/Columns/Top_privately_held_co.shtml (922 words)

	Government trumps the private sector in training job security
		Ninety-two percent of public-sector employees in the survey said they received employer-paid training, compared with 88 percent at publicly held companies and 83 percent at privately held companies.
		Respondents in the public sector also reported staying at their jobs longer—5.73 years to 3.39 years at a publicly held company and 2.8 years at a privately held company.
		Employees of privately held companies made the most, at an average of $58,049, followed by those working for publicly held companies at $57,434, and those in the public sector at $48,330.
	www.gcn.com /vol20_no1/news/3499-1.html (478 words)

	Practice Areas (Site not responding. Last check: 2007-10-05)
		Blank Rome's Privately Held & Emerging Companies Practice Group provides a wide array of legal services to privately-held companies, primarily in the middle market.
		The Group's attorneys nurture early stage and growth companies, providing valuable services to these clients and others as they grow within the middle market and beyond.
		The Group's broad range of clients are involved in a myriad of industries, and include venture capital firms, emerging and later-stage ventures, closely-held family businesses, private equity firms and their portfolio companies, and mature middle-market companies.
	www.blankrome.com /practices/business/emerging.asp (147 words)

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