Jurista em Direito Financeiro, Sócio
Licenciatura em Direito Master em Direito Económico Certificado de Direito Transnacional
Ralph (Ray) Hornblower
Coordenador do Escritório de Nova Iorque Juris Doctor Inscrito na Ordem dos Advogados de Washington D.C.
FRICS (Membro da Royal Institution
of Chartered Surveyors)
Membro do Commitato
da Associação Romande
dos Intermediários Financeiros
Engenheiro & Consultor, Sócio
Licenciatura em Engenharia Diploma em Ciências do Comportamento
Our firm is a member of the:
Sociedade Suíça de Juristas
Sociedade Suíça de Direito Internacional
ASSOCIAçÃO de ADVOGADOS EM DIREITO COMERCIAL INTERNACIONAL
Associação International de Direito Económico
Especialistas em Direito Global
ORDEM DE ESPECIALISTAS INTERNACIONAIS
Organização Internacional de Peritos
Associação Internacional de Advogados de Entretenimento
SOCIEDADE DE DIREITO E LEGISLAçÃO DE GENEVA
Associação Suíça de Private Equity & Corporate Finance
Tribunal Internacional de Mediação e Arbitragem
Swiss Finance + Technology Association
Gli articoli qui di seguito riportati, illustrano i lavori di ricerca ai quali i membri del nostro studio hannno partecipato:
Geralmente, os bancos recusam financiamento a empresas que mais dele precisam. Contudo, os bancos podem confiar nos clientes destas empresas que se encontram já bem establecidos.
Descubra como financiar a sua empresa através do Factoring.
Ofertas particulares de valores mobiliários
Quando os bancos recusam financiar a sua empresa ou o seu projeto, a sua alternativa é aceder a financiamento privado de capital de risco.
Descubra como financiar a sua empresa através de uma oferta particular de valores mobiliários, ou seja, uma oferta de valores mobiliários distribuídos a um círculo privado de investidores.
Oferta Pública Inicial
Para que os bancos estejam dispostos a financiar a sua atividade, a sua empresa tem de ser transparente e, consequentemente, pública.
Descubra como financiar a sua empresa através da Oferta Pública Inicial, ao mesmo tempo que beneficia os seus acionistas.
By reading the following text, you will understand the process of raising funds for your business. If you have any questions, they will be resolved by the end.
1.What reason should I use DHP and SIHDHP offers a range of services such as private financing, bank credit, financial engineering, financial expertise, organization, restructuring and banking support.We also offer other legal advice on creation of legal entities, due diligence, corporate structures and establishment in Switzerland.Our goal is to help the entrepreneur realize their business dream and the firm does not participate in litigation.
2.How do I contact the firmThe easiest way for us to help you to make an appointment and come into our offices. You can do this at Swissjurists.com or call +41 22 510.25.00.
3.Can you help me with legal writingThis is a speciality. We can help with contracts, bylaws, resolutions, options and emption rights.
4.What other drafting can you help withFinancial drafting, commercial drafting, plans, short summaries and budgets
5.Can you tell me how to make a business planOf course. A business plan describes the new endeavour and explains its purpose and target market, It outlines market analysis, organizational and managerial structure, products and services and the marketing strategies for branding.
6.Do you have a shorter versionYes, the executive summary, or short summary is a nutshell version.
7.Can I raise money based upon a business plan.We would advise you to prepare a private offering memorandum. This is a legal document written by lawyers, which covers the main parts of a business plan. This is facts disclosed to investors through a lawyer.
8.So I use this to raise moneyYou can raise as much as your project requires, but this route is best suited when you need to raise at least USD 10 million.
9.Why should I not use banks and venture capitalists?There are many alternative options, such as obtaining a loan from a bank or giving up equity to venture capitalists in return for finance.
10.In what country will I raise the moneyWe raise money through the United States market and specialise in this system.
11. Do I need to be a US based company and if so can you incorporate my company in the United StatesYes, this is the simple answer.
12. Why should I use the United StatesBecause of Liquidity and availability of capital in the US market. In simple terms this means you are much more likely to raise your money.
13. What is the mechanism by which the company becomes a US companyThrough a stock SWAP
14. What are the main ways of raising financingThrough a Private Offering or an Initial Public Offering
15. Can I do a private offering and not an IPOYes, it is possible to raise money through just a private offering. A private offering is the process by which the company/ issuer issues securities for distribution in the private markets.
16. What are the questions that an investor usually asksThey will ask questions such as: how much do You need in total for Your project ? How do I recover my investment ?How long until I recovery investment ? What is my Guarantee? What are the risks ? Have You done it before ? What are the critical success factors ? What is in it for me ? How much profit can I make ?
17. When do we raise the money for a private offeringIt depends. Investors may not invest. Large investment funds could invest in one day, but generally if they do this it is because they are protected by a strong due diligence process. The process typically takes six months to one year, but this can be affected by conditions.
18. Can anyone invest in a private offeringNo, this is subject to legal regulation whereby the investor must be an accredited or, in other words, financially sophisticated or a financial professional.
19. How do I know if my company is ready for an IPOYou will be able to go public in the United States, with less stringent requirements for profitability than in Europe. The company should preferably be profitable or at least cash flow positive and have two years audited balance sheet.
20. Great and how do I make money from an IPOThe money that you make from an IPO arises from differences in valuation between the private and public market.
21. What do investors have to know about financingThe public market values the anticipation and to invest the investor needs to know that opportunity exists. In other words, he must be able to evaluate the gain/risk ratio.
22. Is there another way to go public apart from an IPOYes, either through a merger or reverse merger or through securities market forces.
23. Can you help me understanding the basic process of financing. What do I have to give up.There are two main forms of financing. In the debt you will owe a sum of money to the investor which is the amount you have to obtain in addition to interest. With capital or equity, the investor will own shares in your company.
24. So with equity, will my shares be diluted by a new round.Equity dilution involves stock or share dilution. This can result from : A primary market offering or an IPO, Employees exercising their stock options or Investors converting bonds into stocks.
25. Ok, so back to an IPO. What steps do I need to take to prepare for an IPO.The process of an IPO takes shape over many months. Part of this is the due diligence procedure, which is the process of ensuring that the information contained in a file or prospectus is accurate and does not lend itself to a misrepresentation.
26. Can I pay for the IPO through a percentage of the money raised.Commonly, DHP will require fees to be paid as the risk should be taken by the company and not the law firm.
27. What must I do for the due diligenceYou must complete a due diligence plan, listing the purpose, objectives and issues. After this collect documents containing the alleged evidence and a history of due diligence. During an IPO each question and response must be entered into a due diligence history.
28. How does the roadshow workThe roadshow is a presentation organized by an issuer of securities and the syndicate of brokers and investment banks aiming at presenting to investors an opportunity of investment. The roadshow generates excitement and interest for the IPO.
29. Can I invest before an IPO and if so why would IThere are many reasons. This could be because there is a low price, there is a high yield, a very low break even point, low influence from the stock market, favourable IPO timing or a reliable audit.
30. When a person buys shares do they do so all in one go.Not necessarily, the value may be different depending upon the timing of purchase. This is called the incremental price method.
31. Do investors require a legal document for the processOf course. A subscription agreement is required for potential investors. This can be paid either directly to the Issuer or into a trustee account.
32. What is the incremental price methodThis is the division of the securities into different phases. The price is calculated based on the risk associated with each phase. Thus there is more of an incentive reflected on a for early investment.
33. How long will the process takeThe process of a Private Offering Memorandum will take 6 to 8 months, while an IPO can take two years.
34. Is there a quicker processYes, we also have a fast IPO service.
35. How are the securities distributedA private offering is distributed through a private network connected to the firm DHP. A IPO takes place only through syndication.
36. What securities markets services can you help withIPOs, bonds, and loans.
37.What are the questions that an investor usually asksThey will ask questions such as: how much do You need in total for Your project ? How do I recover my investment ?How long until I recovery investment ? What is my Guarantee? What are the risks ? Have You done it before ? What are the critical success factors ? What is in it for me ? How much profit can I make ?
38. What are the risks involved in this.Disadvantages:The disadvantages are the non liquidity of investment, the access to liquidity, the risk of finality and the absence of a valuable history of background.
39. What are typical investment exit strategiesThese include buyback of the shares of stock by the issuing company, acquisition of the shares of stock by a third-party, merger or reverse merger of the issuing company, exchange of the shares of common stock of the issuing company against those of a publicly listed company and Initial Public Offering (I.P.O.) of the shares of stock.
Escritório de Genebra
Rue François Bonivard, 10
Phone: +41 22 510.25.00
Telefax: +41 22 510.25.01
Escritório de Nova Iorque
Madison Avenue, 340
10173 Nova Iorque – Nova Iorque
Estados Unidos de América
Phone: +1 212 220 9304
Escritório de Los Angeles
1334 Westwood Boulevard
90024 Los Angeles - Califórnia
Estados Unidos de América
Phone: +1 310 871 3668
10100 Santa-Monica Boulevard - Suite 300
Los Angeles, California, 90067
Phone:+1 310 594.20.48
A nossa Cultura
As nossas Convicções
Somos juristas em Direito Financeiro Internacional porque acreditamos que a litigância representa, desde logo, um fracasso. Não acreditamos em soluções que emanam dos tribunais.
A nossa equipa de juristas tem visão empresarial e tende a evitar a litigância tanto quanto possível.
Acreditamos firmemente que enriquecer com o infortúnio e conflito de outras pessoas não é um estilo de vida harmonioso.
Esta atitude positiva permite-nos ser credíveis em relação aos nossos clientes em assuntos importantes, uma vez que estes estão cientes de que os seus representantes não reunem inimigos de litígios passados sem qualquer relação com aqueles.
Acreditamos que o o advogado moderno deve unir forças com outros profissionais e competências, como sendo relacionadas com as finanças, marketing & comunicação.
Enquanto Juristas em Direito Financeiro Internacional, a nossa prática encontra-se num polo oposto à dos advogados.
We are builders making money on our clients' achievements and successes not on their woes and failures.
De uma forma geral, não nos envolvemos em litigância.
Não comparecemos em tribunal, a não ser em representação das empresas que administramos ou em favor de causas pro bono.
Obter o melhor resultado possível
Somos orientados para a eficácia
Switzerland - Corporate lawyer of the Year
Switzerland - Corporate law Firm of the Year
Switzerland - Private Equity & Initial Public Offering Law Firm of the Year
Switzerland - Venture Capital Law Firm of the Year
Switzerland - Venture Capital Lawyer of the Year
Partner, The Reg A Conference
International Advisory Expert Author
Best Securities Law Firm – 2019
International Advisory Expert
AWARDS WINNER 2019
Global Awards Winner
Corporate INTL Recommended Firm
Leaders in Law
CORPORATE USA TODAY ANNUAL AWARDS 2019
GLOBAL LAW EXPERTS
ADVISORY EXCELLENCE 2018
2016'S MOST INNOVATIVE LAW FIRM
Lawyer Int - Legal 100
Initial Public Offering IPO and Private Equity Law
The benefits of an IPO - An Interview with Marc Deschenaux
PRIVATE EQUITY & INITIAL PUBLIC OFFERING LAW FIRM OF THE YEAR - SWITZERLAND
Best Securities Law Firm – 2019
CORPORATE INT'L AWARDS 2019 EUROPE DH&P extract
CORPORATE INT'L AWARDS 2019 EUROPE WINNERS
CORPORATE USA TODAY ANNUAL AWARDS 2019
GLOBAL LAW EXPERTS
Having participated in 169 Initial Public Offerings and in more than 240 private equity offerings, Marc Deschenaux is recognized by both professional organizations as Global Law Expert in Venture Capital.
Marc Deschenaux also organized several governmental loans and the first cancelation of a national debt in the history.
Mergers & Acquisitions
Marc Deschenaux is the Founder and Managing Partner of Deschenaux Hornblower & Partners, LLP. His firm is a Non-bar law firm based in Geneva Switzerland and New York USA, specialising in corporate finance, all kinds of commercial contracts and financial agreements, intellectual property including licensing, franchising and securitization, as well as securities market transactions such as Private Equity and Initial Public Offerings.
They are pathfinders to financing for entrepreneurs and companies, so that they can realise their projects and ideas.
They are the world leading experts in financing law and in organisation of financings for start-ups, emerging and growing companies, as well as for institutions and governments.
VENTURE CAPITAL LAW FIRM OF THE YEAR IN SWITZERLAND
The founder of Deschenaux, Hornblower & Associés, Marc René François Deschenaux, began his professional career as a software developer writing trading applications for commodities and securities.
He wrote a small piece of software called “Autoarbitrage” which continuously scanned various securities and commodities prices to identify profitable arbitrage opportunities.
At a time when computerised trading was essentially unheard of, the program provided a huge advantage in terms of trade identification.
The program was capable of helping its user identify a profitable trade up to 105 minutes before conventional traders could reach the same conclusion.