You create an app that tracks people's adverb usage and gives them a little shock when they overuse them. (You distinctly hate when people grossly, aggressively drop unnecessary adverbs into sentences.) Your app draws a lot of investor interest. One fund, Grammar Champ LLC, gives you a $100,000 investment. In return, they get 25% of the company.
After a while, the people at Grammar Champ want you to take the company public. Things have been going well, and they've determined that an IPO is the best way for them to extract value from their investment. However...you don't want to. What's more, you still own 75% of the company, so you get the final say on what happens.
Except...when you sold the investment to Grammar Champ, you gave them registration rights. This stipulation gives the investor (even a minority investor) the right to force the firm to take the shares public. That way, Grammar Champ can sell the stock to the public and cash in on its investment.
After all, the end game of early investments often comes down to an initial public offering. People who put money into a speculative venture can use the IPO to unlock a return from their early stock purchase. But the decision to go public might be out of an investor's hands. If they only hold a minority position, they have to wait until the major investors are on board with the decision to sell stock to the public. However, if they negotiate a registration right, they can require the firm to list the shares on a public exchange, register them with the SEC, and conduct an IPO.
Related or Semi-related Video
Finance: What is Reg G?5 Views
Finance a la shmoop what is reg G? wasn't he one of the Archies friends and
maybe that was Reggie..... okay so reg G or Regulation G is all
about disclosure largely as it relates to relationships that banks holding [Dollar notes appear]
companies and savings and loans have with NGOs or nongovernmental
organizations or institutions well the key driver of reg G revolves [Man picks up folder of reg G]
around the opacity of bank filings as they relate to risk and exposure in
volatile times the obvious backdrop here was the mortgage crisis of 08/09
with a goal of having that you know never happen again part of the issue was
that a number of the banking terms were so complex that there wasn't a [Stack of banking term documents appear]
pre-existing GAAP or generally accepted accounting principle measure for a way to even
talk about things so complex as banking derivatives risk what does that mean?
well Bank A is hedging its mortgage exposure because it believes that
housing starts are a good proxy for the health of the economy so they get an
investment bank to create a liquid index against which they can be short or long
with leverage and with derivatives believing that these hedges will in fact [Hedges attach to frankenstein monster]
give them life under dire situations like that mortgage crisis well in fact
many of these hedges became so complex and relied on non-GAAP terms like EBITDA
which is not a GAAP term where clever accountants can more or less make up [Accountaint appears at yummy fudge inc]
whatever they want the numbers to be such that Regulation G now put the
burden of clear disclosure on the affecting bank or institution and that's
a big deal because even the experts even the top top experts when the banking
crisis you know hit the fan well even they couldn't explain the derivatives [Banking expert throws paper away]
behind the theoretical hedges the banks were using and while this country almost
went bankrupt in the process all right so the basic idea is that if there was
ever a problem the judge about to put management in jail didn't need a PhD in [Certificate of accounting PhD torn up]
accounting to figure out or be able to trace the logic of whatever filings were
made and whatever derivative and hedging and all the other crapola that the banks
did to hide that they were trying to find clever accounting ways to make
money rather than the old-fashioned way of just selling
good mortgages to honest people who actually pay off the debts they promise
to pay so when you think reg G think gee whiz I actually understand what the hell [Reggie discussing Reg G]
these banks are talking about
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