My apologies to all who PMed me without my responding. I simply did notice that I had these messages.
So here goes:
jas: Regarding WIEN, this firm has always maintained ties and a business relationship with Corporate Vision, at least from the time Anderson was in there, and perhaps when Gifford Mabie was there, I just don't know that for a fact. I would suggest that you ask current management about their share placement(s) and liquidity providings and incentives WIEN supplies to CVIA.
campe: As far as which state is best to incorporate in, DE is generally the best, but it depends on the company, its business model, its objectives, its size, tax strategy and anticipated growth, etc. In general, I like LLCs better for emerging companies. Same benefits as corporation, less expensive to operate as an LLC.
rhlytle: Yes you are right regarding the penalty shares.