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- Remember that Leverage=1/(1-LTV) is the case for infinite rounds of supply->borrow. This only really applies to the crypto case. A fiat lender wouldn’t allow you to rehypothecate (especially back to them) the funds they let you borrow. In that case, it’s just raw LTV. Put up 3M collateral at 33% LTV, get 1M liquidity (1.33x leverage vs 1.5x if you could keep re-collateralizing).
- Lots of research in securities law.
- 409A appraisals for private company valuation. Alternative: last raise round.
- Trust usually 3 party, LLC 2 party.
- There are definitely restrictions on shareholders (diff by class too) for what they can do with that equity (no transfer, etc etc).
- Shares can of course be certificated (usually older, paper).
- Perfecting the loan agreement is when you file the UCC-1, publicizing the transfer of ownership (when pledging private shares).
- Stock power = ability to transfer ownership, of course.
- Security interest = lien = the lender’s claim on the asset(s) used to back a loan.
- The lender is the liener or lien holder. The borrower is the lienee.
- Business formation background.
- Form 8832 for entity classification election.
- Form 1120 for corporate income tax.
- LLC does not tax, no double, passthrough. Forwards to members, like an s-corp. C corps obviously tax at both the corp and the individual.
- SPVs (manifesting as LLCs usually) are good to have in place for fast deals. Quickly isolate funding (without risk of other assets) and perform due diligence later. Or to do something like shield a home sale where the cap gains on selling an SPV (holding the home asset) are less than the tax on property sales of the home directly. Wrap the real estate in a business.
- Delaware, Nevada, Wyoming more favorable (taxes, legal, speed, more).
- Actual legal entities.
- Sole proprietorship.
- Same as my person. Blog = website, EIN = SSN, business name = legal name. Don’t need any business-specific licenses.
- Trust.
- Created the full estate plan, not just (revocable) living trust. Schedule of assets, certification of trust, last will & testament, hipaa authorization, living will, power of attorney.
- Delaware, trust&will, 480 to file after promo code and 39/yr to maintain.
- LLC.
- Created the LLC, customized operating agreement, filed, got EIN. Didn’t do most the unnecessary peripheral services. Obv registered agent.
- Delaware, zenbusiness, 413 to file and 199/yr to maintain.
- Security-based swaps. Some research on precedent, esp for tokenized shares. Heavily linked to PE. Regulated by SEC. Need to be executed with eligible contract participants, need to have registration statements, and need to be national securities exchange.
- Tokenized stocks:
- Company can issue a digital stock in order to fundraise themselves.
- Third party can issue tokenized stock, back by their own holdings of the fiat stock.
- Perpetuals are useful for illiquid assets like PE. Don’t have to rollover at expiration date like futures, used pretty widely in crypto.
