TERMS OF SERVICE
This Website is maintained and operated by John Lilly Strategic Insights, LLC (“JLSI”). JLSI’s business consists of providing consulting services to clients on strategic business matters. JLSI is not a registered broker/dealer or an Investment Advisor. JLSI does not offer or participate in offers of securities for sale or provide investment advice to others. Nothing on this Website is intended to constitute (i) an offer to sell or buy, or a solicitation of an offer to sell or buy securities from JLSI; (ii) investment advice or an offer to provide such advice; or (iii) a basis for making any investment decision.
JLSI provides a wide range of services to investment banks, private equity funds, venture capital investors and other clients based on the following terms:
Advice to Private Equity, Venture Capital and Strategic Investors – JLSI provides consulting services to clients on either a retainer or project basis. These include identifying potential investment opportunities, evaluation of transactions being contemplated by clients, development of strategic plans for portfolio companies and coaching of portfolio company management teams. These services are provided by contract directly to clients and do not place JLSI in the role of a Broker/Dealer.
Financial Transaction Advice – JLSI is not a registered Broker/Dealer and does not act as an agent for buyers or sellers of businesses. This is consistent with the Securities and Exchange Act of 1934 which directs that brokers and dealers in securities register with the Securities and Exchange Commission (the “SEC”) and become members of the Financial Industry Regulatory Authority (“FINRA”). The SEC considers the term “broker” to generally include persons providing advice regarding financial transactions who accept “transaction-based” compensation. Transaction-based compensation is defined as any commission or finder’s fee which is dependent or based upon the execution of a transaction. More broadly, advisers on buying or selling companies are subject to SEC regulation because transaction advice generally involves the transfer of securities – typically, equity interests in the company being bought or sold.
Securities Services Provided by Morgan Joseph TriArtisan LLC
If potential clients require assistance in executing a transaction involving the purchase or sale of securities, as opposed to the sale of assets or negotiation of licensing arrangements, JLSI typically introduces them to an investment bank. Clients enter into a contract with such investment bank to receive the requested services. Unless the investment bank is Morgan Joseph TriArtisan LLC (MJTA) or has a fee sharing arrangement with MJTA, JLSI cannot receive transaction-based fees.
Conflicts of Interest – Despite the fact that most JLSI clients operate in one or more parts of the investment industry, conflict of interest issues between JLSI clients have been very rare. In part, this is because JLSI works with clients who have different investment objectives or have different roles in the investment process. For example, most PE funds have very specific size requirements for their investments and very few investment banks are also equity investors. The following principles have proven over time to minimize conflict concerns on behalf of clients:
- Transactions Between Clients – In situations where one JLSI client is acting as a broker and another as either a buyer or seller, JSLI makes clear at the very beginning which side it will work on. Confidential information which becomes known to JLSI is not provided to the counter party.
- Cross Consulting – In situations where JLSI introduces a service provider to a retainer client – an advertising agency, for example – JLSI does not accept referral fees from the service provider. Said another way, JLSI typically receives fees from one party or the other in a client situation, but not both.
- Idea Introductions – Proprietary ideas developed by JLSI are presented to only one client at a time; the one judged most appropriate for the size and shape of investment (i.e. Venture, Private Equity or Strategic Investor) based on their expressed interests. Only if they are formally declined are they considered for other clients.
Non-Disclosure Agreements with Others – JLSI is sometimes made a party to non-disclosure agreements signed by retained clients. JLSI works to adhere to the terms of these agreements, including the return of confidential material when it is requested. For this reason, JLSI is sometimes unable to work on a specific M&A or consulting assignment.
Information You Submit is Not Confidential – Please do not submit any information or other materials that you consider to be confidential, proprietary or a trade secret. We receive and review a large number of business plans and other potentially proprietary information and materials, many of which are similar and/or overlapping. We cannot accept responsibility for avoiding, or protecting against, any particular use or disclosure of any confidential or proprietary plans, information or other materials in the absence of our express written agreement to do so. Any plans, information and other materials you submit may be used or disclosed by us for any purpose and in any manner, as we determine in our sole discretion. We reserve the right to track visitors to, and usage of, this Website through “cookies” and similar techniques and to use any resulting information as we determine in our sole discretion.
Restrictions on Website Use – No License Offered – We reserve all rights with respect to the design and content of this Website. In particular, you must not misappropriate the design or content of this Website and you must not alter or deface such design or content in any way. Nothing on this Website grants any license with respect to such design or content, except that you may download and use Materials solely for your own personal information.
Modification of These Terms – We reserve the right to modify these Terms at any time. Please check these Terms periodically for changes. Your continued use of this Website after the posting of changes constitutes your binding acceptance of such changes.
Contact Information – Any questions, concerns or complaints regarding these Terms should be sent to firstname.lastname@example.org.
Effective Date: __________.
Liability Disclaimer – Information herein is believed, but not guaranteed, to be reliable, accurate and complete. Any opinions or estimates expressed herein reflect a judgment made as of this date and are subject to change. Neither JLSI, Lateral Capital Management, LLC (“Lateral”), their managers and governors, nor John Lilly personally (collectively, the “Lilly Entities”) is making any representations, warranties, or guarantees with respect to the information contained herein or any action taken or not taken in reliance thereon and, in no event, shall such parties be liable for any loss, injury or damage arising therefrom, including, but not limited to, consequential, punitive or other similar damage claims. In connection with Lateral’s investment activities and JLSI’s consulting activities, we occasionally become subject to a variety of confidentiality obligations to funds, investors, portfolio companies and other third parties. Any statements we make may be affected by those confidentiality obligations, with the result that we may be prohibited from making full disclosures. Without limitation on the effect of other warnings and disclaimers, you should interpret any statements we make in that context.
Certain matters discussed in this presentation are “forward-looking statements.” These forward-looking statements can often but not always be identified because the context of the statement will include words such as “the Company expects,” “anticipates” or words of similar import. Similarly, statements that describe the Company’s capabilities, future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to significant risks and uncertainties, including the financial performance of the Company and the viability of its technology. These risks could cause actual results to differ materially from those current anticipated.
Although the Company believes the expectations reflected in any forward-looking statement are based on reasonable assumptions, the Company can give no assurance that its expectations will be attained. Potential investors, customers, suppliers and other readers are urged to consider this factor carefully in evaluating any forward-looking statements. Forward-looking statements made herein are only made as of the date of this presentation and the Company undertakes no obligation to update such forward-looking statements to reflect subsequent events or circumstances.
Trademarks – JLSI™, John Lilly Strategic Insights™, Speaking Truth to Money™, An Operating Perspective for Equity Investors™, and the JLSI logo are Trademarks of John Lilly Strategic Insights, LLC Website © 2016 John Lilly Strategic Insights, LLC, except for About John Lilly which is public domain. OGSP®, One Page Strategic Plan®, Won’t Do List®, 5Q|1P®, Five Questions|One Page®, OGSP Scorecard®, Focus or Die®, One Page Strategy™, and One Page Solution™ are property of One Page Solutions, LLC. Lateral Capital® is used as a Trademark for services provided by Lateral Capital, LLC. Other logos and trademarks are the property of their respective owners.