Advanced Private Equity Term Sheets & Series A Documents
1. Auflage
Loseblatt
600 Seiten
978-1-58852-120-0 (ISBN)
Beschreibung
Venture capital requires knowledge of the terrain and a keen understanding of the terms essential to a well-structured transaction. This new, encyclopaedic guide is packed with state-of-the-art analysis, forms and commentary, all designed to help you master the most crucial stages of the venture financing process.
Advanced Private Equity Term Sheets & Series A Documents examines all the deal terms you may encounter - anti-dilution protection, warrant coverage and liquidation preferences and others. It provides clause-by-clause discussion of the Stock Purchase Agreement, along with time-saving tools - model documents, opinion letters and a due diligence checklist contributed by a Big 4 accounting firm. You'll also get up-to-date data from an industry wide survey of West Coast and East Coast deal terms, so you'll know whether or not a given provision is "market", or "industry standard" - a must- before your next negotiation.
Whether you are navigating the choppy waters of clawback provisions, "next round financing", cramdowns or the so-called "overhang problem", this definitive book brings you the in-depth, nuanced answers you need to achieve your objectives.
Contents:
Introduction to Series A Financing: Glossary of Terms. Model Term Sheets: The Term Sheet. Counsel's Conflicting Roles in Drafting Term Sheets. "Pay or Play". Terms: Economic and Practical Impact. Series A Round Definitive Documents: Model Stock Purchase Agreement. Model Subscription Agreement, Convertible Preferred Stock. Model Stockholders Agreement. Model Common Stock Warrant. Model Registration Rights Agreement. Sample Opinion of Issuer's Counsel. Series A Convertible Preferred: Model Certificate of Designation. Full Ratchet, Weighted Average, Broad-Based Calculations. Fiduciary Duties of Controlling Shareholders in Down Rounds: Introduction to Down Rounds. Venture Financing & the Concept of Fiduciary Duty. Burnout Transaction Illustrated. Multiple Series of Securities. Fiduciary Duty in Corporate Governance: Public Corporations. Fiduciary Duty in the Close Corporation Context. Dilutive Recapitalization. Defenses to Burn Out: "Up the Ladder" Warrants. Case Study: Relationship of Dilution, Valuation & Investor Return. The Placement Memorandum: Preparation & Content of the Placement Memorandum. Model Placement Memorandum (Series A Round). Model Placement Agent Agreement. Anti-Dilution Issues: Historical Background of Venture Capital Finance. Death Spiral or the Infinite Regress. Conclusion. Survey of Value of Deal Terms to Venture Capitalists. Introduction to the Survey. Survey Design. Survey Results. Conclusion. Contract & Exits. Anatomy of a Cram Down: Selected Documents From a Series AA Financing. Revising Expectations: The Future of Venture Capital & Entrepreneurship: The New World. Challenges for the Future. Resetting Expectations. Opportunities
Advanced Private Equity Term Sheets & Series A Documents examines all the deal terms you may encounter - anti-dilution protection, warrant coverage and liquidation preferences and others. It provides clause-by-clause discussion of the Stock Purchase Agreement, along with time-saving tools - model documents, opinion letters and a due diligence checklist contributed by a Big 4 accounting firm. You'll also get up-to-date data from an industry wide survey of West Coast and East Coast deal terms, so you'll know whether or not a given provision is "market", or "industry standard" - a must- before your next negotiation.
Whether you are navigating the choppy waters of clawback provisions, "next round financing", cramdowns or the so-called "overhang problem", this definitive book brings you the in-depth, nuanced answers you need to achieve your objectives.
Contents:
Introduction to Series A Financing: Glossary of Terms. Model Term Sheets: The Term Sheet. Counsel's Conflicting Roles in Drafting Term Sheets. "Pay or Play". Terms: Economic and Practical Impact. Series A Round Definitive Documents: Model Stock Purchase Agreement. Model Subscription Agreement, Convertible Preferred Stock. Model Stockholders Agreement. Model Common Stock Warrant. Model Registration Rights Agreement. Sample Opinion of Issuer's Counsel. Series A Convertible Preferred: Model Certificate of Designation. Full Ratchet, Weighted Average, Broad-Based Calculations. Fiduciary Duties of Controlling Shareholders in Down Rounds: Introduction to Down Rounds. Venture Financing & the Concept of Fiduciary Duty. Burnout Transaction Illustrated. Multiple Series of Securities. Fiduciary Duty in Corporate Governance: Public Corporations. Fiduciary Duty in the Close Corporation Context. Dilutive Recapitalization. Defenses to Burn Out: "Up the Ladder" Warrants. Case Study: Relationship of Dilution, Valuation & Investor Return. The Placement Memorandum: Preparation & Content of the Placement Memorandum. Model Placement Memorandum (Series A Round). Model Placement Agent Agreement. Anti-Dilution Issues: Historical Background of Venture Capital Finance. Death Spiral or the Infinite Regress. Conclusion. Survey of Value of Deal Terms to Venture Capitalists. Introduction to the Survey. Survey Design. Survey Results. Conclusion. Contract & Exits. Anatomy of a Cram Down: Selected Documents From a Series AA Financing. Revising Expectations: The Future of Venture Capital & Entrepreneurship: The New World. Challenges for the Future. Resetting Expectations. Opportunities