Monday, February 13, 2017

Understanding The Creation of A Contract

Contracts in general can be created either
  • expressly (by language either oral or written): this is a basic written contract or verbal agreement (remember contracts can be formed verbally).
  • implied in fact (by conduct): this is created when conduct shows that there was a mutual manifestation of assent by the parties to enter into the contract by the parties actions rather than by their words or writings. 
  • Quasi-contract: This is not a contract rather a contract is constructed by the courts to avoid unjust enrichment of one of the parties. This is the case when one party would benefit if no contract existed and it would be to their detriment to not construe a contract.
As to validity of a contact, a contract can be a:
  • void contract: this means the contract has no legal effect.  Not having any legal effect means that neither party can enforce the contract.
  • voidable contract: this means the contract is valid but can be voided by one of the parties due to some defense the party may have against the contract.
  • unenforceable contract: this a contract that would otherwise be enforceable but for a situation external to the contract such as the Statue of Frauds.
When a suit is brought by one party to enforce the contract, the courts must first decide whether a contract was in fact created.  In order for a contract to be created the court will ask the following questions:
  1. Was there mutual assent?  This is meant to mean that there was a "meeting of the minds" or a "bargained for exchange".  This is usually proven by evidence that at some point one party made an offer and the other party accepted the offer.
  2. Was there consideration or some substitute for consideration?  In order for there to be consideration there must be (a) a bargained for exchange and (b) of legal value.  This means that there must be a legal benefit to the promisor or a legal detriment to the promise.  This means that gifts are excluded from the laws pertaining to contracts. 
  3. Are there any defenses to the creation of the contract?  The last question to be answered by the courts is whether or not the contract is not invalidated by a defense.  Defenses can be the absence of mutual assent due to a mutual mistake (where both parties are wrong about the subject matter of the contract).  Valid defenses to contract also include ambiguous language in the contract, misrepresentation of the contract or terms of the contract (which include fraud, concealment or non-disclosure), illegal contracts (such as those that are against the law--like a contract to commit a crime), contract with a minor (where minors are not allowed to contract for certain items or services). 
Note on #1: Note, that in order for there to be a valid offer there must be a promise, undertaking or commitment in clear and definite terms, conveyed (or communicated) to the other party.  Also note that an offer can be revoked prior to acceptance, unless the offer is an option contract.  Generally an offer is effective when received.  Offers can be rejected either expressly or by lapse of time. 

Note on #2: Note that in situations where there is no consideration, a contract may still be construed by the courts.  Promisorry Estoppel is a doctrine that makes legal agreements via the courts to prevent injustice.  A promise is enforceable to prevent injustice if (1) the promisor should reasonable expect to induce action or forbearance; AND (2) such action or forbearance is in fact induced. 

Note on #3: Note that contracts can also be void where the parties contracting do not have the capacity of contracting whether because of their age, the fact that they are intoxicated or incapacitated or under duress or undue influence.  Some contracts may fall under the Statue of Frauds which means that the contract must be in writing.  This is the case for real estate contracts, contract over a 1 year period, contract for goods over the sale of $500 and promises to pay the debt of another (suretyship promises) ...among others.

Hope this was helpful, feel free to comment below,

-Nick Coriano

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About the Author: Nicholas Coriano is a Business Consultant.  He is a graduate of The University of Connecticut Business School and the John Marshall Law School in Chicago.  He has worked at Merrill Lynch, The New York Stock Exchange and is currently a partner at Cervitude Intelligent Relations, which specializes in Investor Relations for companies valued under $1 Billion USD.

About MicroCapCompany.COM: MicroCapCompany.COM (The Blog) is a blog focused on providing articles, news and information on the micro cap sector and start-ups.  The Blog is a free service offered by Cervitude™ Investor Relations - a micro cap investor relations firm for micro cap companies and penny stocks.  If there is a particular topic you would like to see covered on The Blog, email us. If you would like to advertise on The Blog, click here. 

Saturday, February 11, 2017

10 Rules For Investing Success From Warren Buffett The Investment Guru

We have mentioned several times here on the MicroCapCompany.com blog that your investing skills and practices as an entrepreneur or business person should follow some mentor.  And when looking for a mentor in investing, there is no one better than Warren Buffet.  Here are 10 rules that were put together by Evan Carmichael about investing by Warren Buffet.  Enjoy!




-Nick Coriano

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About the Author: Nicholas Coriano is a Business Consultant.  He is a graduate of The University of Connecticut Business School and the John Marshall Law School in Chicago.  He has worked at Merrill Lynch, The New York Stock Exchange and is currently a partner at Cervitude Intelligent Relations, which specializes in Investor Relations for companies valued under $1 Billion USD.

About MicroCapCompany.COM: MicroCapCompany.COM (The Blog) is a blog focused on providing articles, news and information on the micro cap sector and start-ups.  The Blog is a free service offered by Cervitude™ Investor Relations - a micro cap investor relations firm for micro cap companies and penny stocks.  If there is a particular topic you would like to see covered on The Blog, email us. If you would like to advertise on The Blog, click here. 

Thursday, February 9, 2017

How Penny Stocks, Micro-cap Companies and Investor Relations Firms Can Leverage SEO

Penny stocks, micro-cap companies and investor relations firms are grossly under utilizing search engine optimization as a technique to attract awareness in their company as well as their company's offerings.

What is SEO? S.E.O. stands for search engine optimization and is the process of ranking naturally in the search engines. For example, a website with good SEO will rank on page one of Google when a certain keyword or keyword phrase is typed in. For example if you are searching a "business plan writer" on Google, Yahoo or Bing then the first website that shows up has optimized their website for the keywords "business plan writer".

To understand how SEO can be valuable to penny stocks, micro-cap companies or investor relations agencies I would like to digress and describe how I learned about SEO. Simply, I was blogging about all things I know about my blog. These topics included startups, micro cap companies, business planning as well as blogging about services I provide such as business plan writing services, private placement memorandum development, website development and more. After writing over 10 articles, and after about a year or so I saw traffic coming into my blog. On the back of a blog or website generally there is a way to see where traffic is coming from. You can see if the traffic is coming from a particular search engine like Google or Yahoo and sometimes you can see what keywords people are searching before they end up on your website. In my case I saw that people we're searching business plan writer in Connecticut and my website was showing up. Sure enough when I search Google for business plan writer in Connecticut my website was the first one to show up. I actually found out when I stopped advertising one month and I got a phone call for a potential business plan client who said he found me on the internet. It was then that I realized how powerful search engine optimization was to my business.

So how can SEO be helpful to penny stocks, micro-cap companies and investor relations firms?


The goal of any company is to market itself to potential customers or clients and get revenue. In the investor relations world the job is to create an awareness about a company in order to attract potential investors. If companies use SEO correctly they can get targeted traffic to their website without having to pay for advertising via pay-per-click campaigns or social media marketing. Granted you will need to spend the time writing articles and original content for your website but the benefits far outweigh the time and effort put in to optimizing your website. Let me give some examples:

  • If you are a penny stock in the mining sector and are mining for gold for example... the more you reference mining or penny stock on your website the higher the likelihood is that you will naturally rank on a search engine for those keywords. So for example if someone types in "Penny Stock Mining Company" into a search engine, a website that has referenced those particular keywords will show up naturally on the first page or even has the first listing on a search engine.
  • If a website references the words "small public companies in the textile industry" more than other websites then it will show up first the search engines. Someone typing in these words is probably looking for this sort of company.
  • Let's say the penny stock is an internet company. If the keywords on the website, which should be written about often, are "penny stock internet company" then the traffic from search engines will lead potential people searching the term to the website.
An overwhelming percentage of people start their search on a search engine. About 90% from most case studies. This means if someone is searching for a good investment, a particular penny stock, a micro cap company in a certain industry or even just an investor relations firm; they are starting on a search engine. If penny stocks, micro-cap companies, investor relations agencies focus on reverse engineering what a potential investor or customer or client will search then they can target the entire 3+ billion people online.  What I love most about SEO is that if done right it will far outlast the efforts of other traditional paid advertising mediums. 

Think about it!  How would you like to be the first website that shows up when someone types in "good penny stock investments" or "silver mining companies in Canada" or "micro cap investor relations firm"?? 

If you have had success with SEO in this fashion, let us know by commenting below.  I hope this was enlightening.  Success and nothing less...

-Nick Coriano

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About the Author: Nicholas Coriano is a Business Consultant.  He is a graduate of The University of Connecticut Business School and the John Marshall Law School in Chicago.  He has worked at Merrill Lynch, The New York Stock Exchange and is currently a partner at Cervitude Intelligent Relations, which specializes in Investor Relations for companies valued under $1 Billion USD.

About MicroCapCompany.COM: MicroCapCompany.COM (The Blog) is a blog focused on providing articles, news and information on the micro cap sector and start-ups.  The Blog is a free service offered by Cervitude™ Investor Relations - a micro cap investor relations firm for micro cap companies and penny stocks.  If there is a particular topic you would like to see covered on The Blog, email us. If you would like to advertise on The Blog, click here. 

Wednesday, February 8, 2017

Steve Wynn The Father Of Las Vegas Talks Business & Development Of Las Vegas

As we have mentioned many times here at MicroCapCompany.com; you should be looking for mentors in the investment world.  And there is no better mentor when it comes to making money that someone who has done it before.  In this video from the Wall Street Journal, Steve Wynn, a huge developer from Las Vegas whom has a reported net worth of over 2 billion USD discusses his journey into Las Vegas and the trails and tribulations of building a big successful business. 



Hope this helps you become a better innovator, business person, entrepreneur, investor or future mogul.

-Nick Coriano

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About the Author: Nicholas Coriano is a Business Consultant.  He is a graduate of The University of Connecticut Business School and the John Marshall Law School in Chicago.  He has worked at Merrill Lynch, The New York Stock Exchange and is currently a partner at Cervitude Intelligent Relations, which specializes in Investor Relations for companies valued under $1 Billion USD.

About MicroCapCompany.COM: MicroCapCompany.COM (The Blog) is a blog focused on providing articles, news and information on the micro cap sector and start-ups.  The Blog is a free service offered by Cervitude™ Investor Relations - a micro cap investor relations firm for micro cap companies and penny stocks.  If there is a particular topic you would like to see covered on The Blog, email us. If you would like to advertise on The Blog, click here. 

Monday, February 6, 2017

What is a Reverse Split?

A reverse split is a procedure whereby a corporation or publicly traded company reduces the number of shares outstanding. The total number of shares will have the same market value immediately after the reverse split as it did before the reverse split, but each share will be worth more. For example if the firm has 10 million outstanding shares selling at $10 a share and execute the reverse split or a 1 for 10 split, the firm will end up with 1 million shares selling for $100 each. Such splits are usually initiated by companies wanting to raise the price of their outstanding shares because they think the price is too low to attract investors. This is also called a split down or just simply a split or a reverse stock split.

This is a financial tactic that does not change the value of the company or the value of an investment held by an investor in any particular company. 

In actuality a reverse split does nothing for the value of the shares to an investor. In other words the investor has the same amount of market value as it did prior to any reverse split. It will simply hold less shares at a higher dollar amount which will equal the exact same price as it did before the reverse split. In practice though; commonly a reverse split may drive the price of the stock up or down. If there are many retail investors in a particular stock and these investors are not educated on what a reverse split does, the effect could be to bring the stock price down. This is because if you quickly look at your account after a reverse split you will see the price of each stock higher then before the reverse split. If you do not notice that you actually have less shares as an investor you will think that the price of the stock went up and thus it may cause you to sell the stock. Some investors see a reverse split as a financial tactic used by management to uphold the price of a stock that may be selling off. In this case investors will also think about selling the stock. The reverse can also happen. After a reverse split if an uneducated or unknowing investor thinks that the stock price has gone up he may want to ride the bull market and may purchase more shares of the company driving the price up on the stock.

More examples of reverse stock splits:
  • the firm has 1 million outstanding shares selling at $1 a share and execute the reverse split or a 1 for 100 reverse split, the firm will end up with 100,000 shares selling for $100 each.
  • the firm has 100 million outstanding shares selling at $5 a share and execute the reverse split or a 1 for 2 reverse split, the firm will end up with 50 million shares selling for $10 each.
  • the firm has 50 million outstanding shares selling at $10 a share and execute the reverse split or a 1 for 5 split, the firm will end up with 10 million shares selling for $50 each.
Hope this was helpful.
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Wednesday, January 18, 2017

Chris Sacca Talks About Using Student Loans to Build Businesses, Venture Capital & Becoming A Billionaire

Famed investor and entrepreneur Chris Sacca has an interesting past from his humble beginnings to being one of the world's most savvy tech investors.  In this interview he explains his rise and how he created and formed his investment fund.

Hope this helps you become a better innovator, business person, entrepreneur, investor or future mogul.

-Nick Coriano

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About the Author: Nicholas Coriano is a Business Consultant.  He is a graduate of The University of Connecticut Business School and the John Marshall Law School in Chicago.  He has worked at Merrill Lynch, The New York Stock Exchange and is currently a partner at Cervitude Intelligent Relations, which specializes in Investor Relations for companies valued under $1 Billion USD.

About MicroCapCompany.COM: MicroCapCompany.COM (The Blog) is a blog focused on providing articles, news and information on the micro cap sector and start-ups.  The Blog is a free service offered by Cervitude™ Investor Relations - a micro cap investor relations firm for micro cap companies and penny stocks.  If there is a particular topic you would like to see covered on The Blog, email us. If you would like to advertise on The Blog, click here.