Business Identity Thieves Attack in Colorado

We all know about protecting our personal identities, and credit, from thieves, but the same issues and devastating outcomes impact businesses, too. ID thieves are targeting Colorado companies, Secretary of State Bernie Buescher and Attorney General John Suthers announced today as they rolled out a program to combat the problem and help you protect your company.

Online business filings with the State facilitate the rapid and cost-effective conduct of business; however, criminals are apparently misusing the same system to obtain fraudulent loans using the credit of legitimate, but unwary, businesses. According to the Secretary of State’s office:

The criminals manipulate targeted business filing records at the Secretary of State’s office by changing a business’s information in order to imply that they have a legitimate stake in the company. These identity thieves use this maliciously altered information along with other records to apply for lines of credit from major retailers. Before the company’s actual owner or agent realizes what has happened, the business starts to receive calls from debt collectors and suffers damage to its credit report.

There are a number of steps you can take to protect your human-owned business from such inhuman and illegal activity. First and foremost, protect your most sensitive information, including your bank account numbers and employer identification number (EIN), as you would your social security number and personal account numbers.

Another easy and important step is to sign up for the Secretary of State’s business records notification service. Whenever a change is made to your company’s online filings at the Secretary of State’s office, an email will automatically be sent to you.

Checklists for preventing business identification theft and for dealing with it, if you should become a victim, are also available on the Secretary of State site. More resources from the Colorado Bureau of Investigation, the Attorney General and the Secretary of State are available at a combined Protect Your Business site.

Thanks to Brian Gryth, a reader of this blog and an attorney in the Colorado Secretary of State's office for his tip on this critical, but avoidable, problem for Colorado business.

Independence Day 2010, the Blessing of Opportunity

For food, for raiment,
For life, for opportunity,
For friendship and fellowship,
We thank Thee, O Lord.
(The Philmont Grace)

My four summers on the Philmont Staff bound me to those words forever. The fact that my daughters picked it up at a Staff reunion and now say it at most evening meals gives me further opportunity to reflect on the grace. The Philmont Scout Ranch, I should add for my non-Scouting readers, is the premier High Adventure camp of the Boy Scout of America, each summer attracting thousands of young men and women for backpacking and unforgettable experiences.

The campers will say these words before their meals, many without giving them more thought than other public blessings. But there, in the middle, two phrases after “for raiment” (which I must admit, made many a Scout stop and ask its meaning--clothing), is a reminder of the definitive blessing of this country and its people: opportunity.

I hope you and your family have a wonderful Independence Day—calling it just “the Fourth” misses the point —but sometime during the day (or every day of the year), pause to consider the opportunities, the blessings, you have simply by virtue of living in the United States of America.

My series on our legal holidays began, and continues, as a request that we not forget why we celebrate. While this holiday is easy on the surface, even young children understand a birthday party, the gifts we receive at that party are also easy to overlook. Happy Birthday to us, Americans. We’ve received that greatest gift of all—opportunity.

On this day in 1776 our Declaration of Independence was adopted. It’s worth reading or hearing (the annual reading on National Public Radio is one of my favorite traditions) the Declaration from time-to-time if only to remind ourselves of the mutual pledge of our Lives, our Fortunes and our sacred Honor, with a reliance on the protection of divine Providence, that was made to give birth to our country. Should any less be expected to sustain it?

Stop Flirting and Get a D.A.T.E.: An Introduction to the M&A Mating Game

A little flirting now and then doesn’t hurt, does it? Well, yes, it can, and I’m not talking about sexual harassment lawsuits. The flirting I’m concerned with is the teasing attention that is often paid to successful human-owned business by suitors claiming an interest in buying such companies. Lawyers typically refer to the practice of buying and selling companies as M&A, Mergers and Acquisitions (though true mergers are pretty rare.)

M&A flirting happens because folks are, generally, flattered by the attention, but businesses that regularly accept the flirting of possible buyers are, at best, wasting their time, and the gossip and potential disclosure of sensitive information that accompanies flirting could easily harm the business. If you seriously want to consider a sale of your business, don’t flirt, get a D.A.T.E.

Non-Disclosure Agreement. The first step is to keep everything confidential, even the existence of discussions. A non-disclosure agreement (NDA) between you and a possible suitor does that while protecting the sensitive or confidential information that has to be disclosed in the course of any deal. An NDA can also be used to keep an unrequited suitor from luring away the key employees of the business. NDAs can be staged to offer increasing protections as discussions move from preliminary to serious. Competitors among list of prospective buyers may warrant special precautions in their NDAs.

Appraisal. How can you discuss the sale of your business if you don’t have a realistic and independent estimate of its value? Investment bankers and valuation experts that understand the M&A marketplace are good sources for a valuation; investment bankers often credit the cost the appraisal back against their sales commission if you choose to hire them. Starting the M&A process with an appraisal also allows your transaction team to answer the seller’s most critical M&A question: Will the after-tax proceeds be enough for me to retire in the style I desire (or to achieve whatever other goal the seller has for the deal)?

Team. Unless you are a serial entrepreneur who has bought and sold several companies, you have no idea what you are about to get into (and if you are a serial entrepreneur, then you know what lies ahead). You need a transaction team to assist you. Good teams produce transaction ROIs of several multiples or more in greater purchase prices, lower liability exposures, and less stress on the business owners. The team typically includes your accountant, a business transaction lawyer, and an investment banker, business broker or other transaction specialist, but can include other professionals as circumstances dictate.

Expressions of interest. No more flirting or fishing expeditions. Your transaction team will work with the prospective buyers you know, and likely many you haven’t considered, to make expressions of interest (EOI) the next step in the M&A mating game. EOIs are relatively simple, nonbinding indications of the type of transaction and price the buyer is interested in pursuing, but they help to separate the mere flirts from groups that are genuinely interested and capable of buying your company. With the field of suitors winnowed down, things get more serious. Your team can continue orchestrating the competitive auction process among the remaining buyers with the goal of reaching a letter of intent (nonbinding like the EOI, but much more detailed) with a single buyer. Assuming everything checks out in the buyer’s due diligence process and the parties are able to agree on the other important terms that go into the deal documents, the transaction leaves behind the dating process in favor of that all important M&A status: closed.