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Chapman, Spira & Carson, LLC - White Paper


Since its founding in 1989, Chapman Spira and Carson LLC (CSC) has been assisting our clients achieve their business goals. As an Investment Bank, the firm provides critical support in the creation and execution of our clients’ business development plans, intellectual property fortification, marketing expertise, along with providing financial assistance and advice. We are convinced that CSC's mandate is to help our clients maximize profits while simultaneously advising them on cutting their costs through the identification of synergistic business objectives and improvement in the efficiency of their corporate organization. CSC is dedicated to maintaining a faithful relationship with its clients by guiding them through a complex administrative maze of blind alleys, mazes and  potentially traitorous relationships.  If you are a failure, no one pays attention but should your concept be successful, you will attract the economic vultures who will attempt to feed off of your concepts. Thus, we perceive the entire process of corporate construction as opposed to viewing clients merely as transactions. Moreover, we at CSC find that there is just no suitable substitute for integrity, hard work, and trust. These are the core-values at CSC and our clients always receive our utmost attention. Our creed is built upon the simple fact that in today’s business world, one has to be the anticipator of change and not wait until it hits you in the face. These are both dynamic time and rough-and-tumble times that require a vision of trends and future political upheavals. As the economist Howard Ruff so brilliantly stated, “It wasn’t raining when Noah built the ark.” We at CSC concur.

Our Services

Business Development:

CSC seamlessly transitions new business ventures into lean, competitive, and objective oriented entities, while providing the client empowerment tools in order to maintain internal management. So often, brilliant ideas are possessed by individuals who are both intelligent and creative, but from a business point of view these innovators find it impossible to transform their concepts into commercially viable products. Without adequate business knowledge and experience, disruptive products that potentially have the ability of making constructive changes for today’s world, are more often than not stillborn.

For example, let us suppose that a scientist tinkering in his laboratory has fortuitously developed a new type of razor that will shave a person’s beard with a laser beam without cutting or otherwise breaking the skin. As if that wasn't enough, our magic laser is portable, cost effective and of high quality. The fact that this incarnation is what we would categorize as a truly disruptive breakthrough and that the fact that there will undoubtedly be an enormous demand for the innovation will have little bearing on its success or failure.

If the product cannot be protected from an intellectual property perspective, its creator may never benefit from its adoption and you could wind up playing the role of Nicholas Tesla to a more knowledgeable, Alexander Graham Bell. Advertising the product will do little good if there is no available shelf-space for the item. If it cannot be professionally marketed through synergistic channels who deal with end-users, it will not gain the distribution required for commercial success. It is critical that a prototype be created that can be visual and physically manipulated. If it can be seen in action, the product will not be viable. Moreover, by creating a prototype, we can get a better grip on potential manufacturing problems and costs. However, few people are in the business of creating prototypes of unique concepts and this is the hardest part of the deal. Moreover, it is clear that if we cannot convert the pilot model to a commercially feasible end product it will not see the economic “light of day”

While critically important, these problems are only the beginning. However, there are other critical issues; even a patent, copyright or trademark does not insure that that the product will not be copied and lawsuits against infringers are the most expensive legal cases on record. We find that strategic partners are invaluable when bringing a new product to market due to the fact that protection really comes from having the resources to protect yourself rather than be protected by regulation. The fact that the invention was successfully constructed in the laboratory is no guarantee that it will ever become manufactured economically on an automated production line.

Worse yet, in spite of the fact that this is the greatest invention since sliced bread, for the most part, Gillette has the shelf space locked up like a drum in the stores that sell this sort of merchandise and even if they were very interested in the product, they would have to be assured that there was substantial product liability insurance which would potentially require millions of dollars in lab fees and insurance costs. In this type of instance we would recommend that the inventor look for a strategic partner who has shelf space and who wants to get into this end of the businessMoreover, no matter who the partner, they should be large enough to send a message to a powerful message to potential competitors that they will not abide infringement. Moreover, they should have the marketing and advertising clout to cover all of the bases as promptly as possible. This creates opportunistic knock-offs from getting a free ride into the marketplace. The largest downside to this is the fact that anyone can make a product cheaper giving the industry a bad name and killing any goodwill that has been created from advertising.

How would this inventor working almost exclusively on creating a product know where to go for financing; how to protect his invention from competitors and how to position the product to maximize success and minimize competition? A superior product alone will not lead to success without covering all the bases referred to in the preceding paragraph. Moreover, unless he is able to find a strategic partner, there isn’t relatively enough money in the world to create a new industry from a standing start. Entrepreneurs fail more often from their inner paranoia then from the business itself. They tend to worry too much about someone stealing their baby then getting to the marketplace in their lifetime. We are familiar with numerous cases of world class products that died before they hit the shelf because inventors keeping their eyes on non-existent dark shadows and not watching the ball. 

CSC has been successful in bringing early stage companies in the market, and we consider our value added very unique compared to similar investment banks. Our expertise in early stage companies is considered one of the best among Boutique Investment Banks.

Intellectual Property Protection:

As we have recited earlier, Inventors as a group have a historically had a tendency of being particularly paranoid about sharing their secrets with outsiders who could potentially assist them in getting their product to market. They are apparently instilled with an ominous concern that everyone is out to steal their soon to be still-born, baby. To some degree this psychological aberration is not so bad in small doses, but most of those we see that have evolved their product solitude share acute problems in this arena. There is little question that there are really bad guys and some good guys in the world of business, but if none of these people could be trusted, the invention will continue to only be a dream. However, the converse is true as well; our friend Nichols Tesla would probably have gone down in history as the greatest inventor in the United States history had not Thomas Edison stolen literally everything he ever invented while pretending to be giving him “fatherly” advice.

It is critical to create an equilibrium between unrealistic paranoia and being a punching bag for product pirates. There are many competent lawyers as well as investment bankers around that could sift the wheat from the chaff and many do it honestly in spit of the harrowing publicity that has been released in the last decade. It is possible, that some may even be willing to work on a success oriented basis because they are totally entranced with the product's potential. CSC has been known to become involved in this sort of endeavor on the rare occasion when we see an overwhelmingly well thought out program where it is clear .

Fortunately, CSC’s expertise also includes compelling credentials relative to the nuances of intellectual property. Due to the firm’s foundations within this arena, CSC is able to put its knowledge base to work in assisting our client’s protection of their assets. This expertise is derived for the most part due to the fact that in the past, we have formulated and patented numerous sophisticated and potentially disruptive concepts in the areas of both security and financial engineering. The firm has literally become a financial research incubator utilizing its historic relationships in the financial, corporate management and scientific community to meld together the most qualified experts within various fields of management, marketing, product evaluation, and research. Not only does CSC feel a great satisfaction when it is able to be part of the creation of a successful company, but also is equally fulfilled when it is able to guide and support client companies on their way to achieving a compelling corporate success.

Strategic Partnerships:

More often than not, a company may possess a brilliant concept but seriously lacks the knowledge and resources to fashion and operate a business based upon the many nuances of the concept.  More often than not this is systemic from the recurring fact that there is not enough money early on to hire the staff a company headed into uncharted waters should have. This creates an opportunity for CSC to be of substantial assistance to the client by being capable of fashioning a strategic partnership that is carefully targeted to provide the company with the necessary resources and business expertise to move ahead with what they have available with the elasticity of moving to next step as they mature. This joint venture structure has proven in the past to be inherently symbiotic to all concerned, as the best resources of each entity can be utilized in concert to create financial harmonics. A financial concerto or even a monetary symphony could be the end-result. For example, very recently we facilitated a strategic partnership between a publicly traded dietetic beverage company, and a world-renowned nutritionist, who has written many highly regarded books and articles on health oriented subjects and has appeared numerous times on national talk shows.

After acquiring the brand from a major company, beverage company began a search for a renowned person with the nutrition industry with an international reputation. The company felt that by attracting an international known figure they could transform a somewhat mundane line of beverages and energy drinks into health oriented products, appealing to the now explosive diet-conscious consumer market. CSC provided the necessary bells and whistles that made the transaction happen, and this was made infinitely simple to facilitate as the nutritionist was already a client of the firm. This marriage has proven to have been ideal as it blended the expertise of both parties and created a synergy that has caused a geometric growth for both parties. By melding the company’s abilities to produce, manage and procure shelf space with the talents of a nutritionist who has been able to make the company’s products more healthful while retaining the taste and convenience of the brand the product took off. Moreover, this strategy gave the company a high-end cache which is usually achieved by spending monumental dollars on public relations and advertising, making you look bigger than life even if you are not. This has indeed been a self-fulfilling success and CSC has continued to advise the company relative to their financial and marketing needs.

Financial Consulting:
 

Among the professionals on the Chapman, Spira & Carson, LLC team we have brought together a group of talented lawyers, accountants and economists, with each of these members possessing expertise in a specific area of global economics, investment banking and law. Moreover, these elite professionals were handpicked for their knowledge regarding local customs and quirks and nuances of procedures in various countries. Their unmatched skills combined with the personal integrity of our members ultimately contribute to help our clients’ succeed. Over the years, members of the firm’s senior management have served on distinguished Wall Street committees. They have held prominent positions with the New York Stock Exchange, the American Stock Exchange, the Boston Stock Exchange and the National Association of Securities Dealers in the areas of new financial product development, securities regulation and arbitration.

The professionals at Chapman, Spira & Carson, LLC have a long history of entering in relationships with the managing partners at many of Wall Street’s most venerable firms. Members of our firm have represented various Congressional committees on sophisticated elements of the securities industry. CSC has trained the prosecuting attorneys on white collar crime in the United States Attorney’s Office. We have also acted on behalf of several governments in the development of their securities industry and advised them on issues related to legal implications, as well as the trading of equity and debt instruments. Certain of those people that were trained under our guidance have gone on to become leaders in their particular country’s investment banking and regulatory systems.

We believe that CSC has developed a flexible business model which allows us to represent both early and late stage companies with equal facility. We have consistently shown that CSC can efficiently and effectively assist our clients in the transition from private to public ownership, from having minimal or no representation in the United States capital markets to getting listed on various United States’ stock exchanges, from under-funded embryonic development stage corporation into a well-capitalized enterprise. Many of our senior people grew up in the world of consulting at the Fortune 500 level and are extremely familiar with that milieu.

From bridge financings to underwritings and secondary offerings to corporate reorganizations - including reverse mergers - to mergers and acquisitions, the firm’s combination of experience, competence and personalized service is geared to provide positive results in achieving our client’s goals. The firm has worked with numerous corporate clients, as well as with the U.S. Department of State, the Export-Import Bank, the World Bank, the United Nations, the World Health Organization, the FDA, the State of New York, various regional and national governments and agencies along with a state and foreign development agencies. Chapman, Spira & Carson, LLC members and affiliates have raised hundreds of millions of dollars for clients, both domestic and foreign, and will continue to do so for client companies on an ongoing basis.

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2005 Chapman, Spira & Carson, LLC
111 Broadway. New York, NY. 10006 Tel: 212.425.6100 - Fax: 212.425.6229

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