As an entrepreneur, you need to paint a realistic picture of how to fund the venture, where and how the funds will be used, how you will ensure enough cash flow, and also your projected financial position of the venture over the first five years of its life.

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You may not be starting with enough money, from a cash flow perspective.

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To explain why, imagine you own 1% of a company that has generated enough free cash flow so that it is deciding whether to pay a 6% dividend or shrink the float 6%.

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"The concern is if enough volume and order flow gets diverted into dark markets, at some point we would ask whether you would have reached a tipping point at which the public price discovery from displayed markets is being hurt, " said Jamie Brigagliano, co-director of the SEC's trading and markets division.

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