Venture Capital & Public Offering Negotiation

Get expert strategies and advice from 40 top venture capital and financing pros! Representing the busiest, most dynamic corporate law firms in the US, these experts show you how they structure & negotiate deals; locate & apply relevant statutes, rules & requirements; untangle tax & accounting problems and document transactions for flawless compliance eliminating secondary "aiding and abetting liability" in private 10b-5 actions.

Step-by-step guidance - with ready-to-use forms and documents for your own transactions - helps your work to go quickly and smoothly. You'll also find detailed practical information on all the latest developments in the start-up financing and IPO process, including:
limited liability company arrangements, new technology-based partnering arrangements, IRS "check-the-box" regulations, the latest SEC policies and rule revisions, emerging ERISA issues, federal securities exemptions for venture financing and much more!

Contents:
Formation of the Venture Capital Fund: Agreement of Limited Partnership. Limited Liability Company Agreement for General Partner of Venture Fund. Private Placement Memorandum. Investment by Retirement plans in Venture Capital funds under Erisa. Investment Company Act and Investment Advisers Act Considerations for Private and Public Venture Capital Funds. Public and Private business development companies Formation and Operation of Venture Fund in small business investment company form. Managing Portfolio Company Investments: Portfolio Company Investments: HI-Tech Corporation. HI-Tech Corporation: Series B Preferred Stock Purchase Agreement. Hi-Tech Corporation: Restated Certificate of Incorporation. Hi-Tech Corporation Investors Rights Agreement. Hi-Tech Corporation: Series B Preferred Stock Warrant. Down Round Financings. Hi-Tech Corporations: Convertible Subordinated Note. Hi-Tech Corporation: Co-Sale Agreement. Hi-Tech Corporation: Employee Stock Purchase Agreement. Voting Agreement. Hi-Tech Corporation: Proprietary Information and Inventions Agreement. Tax Implication of Equity Based Compensation programs of Portfolio Companies. Federal Securities Law exemptions used for venture capital placements and employee stock purchases. Regulations Offshore Offerings and how to keep them exempt. Some aspects of Representation of the investor group in a Venture Capital Financing. Creating Successful Technology-Based corporate partnering arrangements. Taking the Portfolio Company Public: Initial Public Offerings; Introduction. Letter of Intent. Agenda for Organizational Meeting. Time and Responsibility Schedule. Due Diligence Memorandum and Request List. Corporate Publicity and Offering Process. Model Selling stockholder documents. Initial SEC Filing Letter and Confidential Treatment Request. Prospectus with commentary. SEC materials with commentary. Identifying and Avoiding Cheap Stock Problems. Blue Sky Memorandum. NASD Materials. Underwriter and Dealer materials with commentary. Auditors Materials: Memorandum of closing documents. Federal Securities Law compliance manual procedures and guidelines for directors and officers of HI-Tech corporations. Obligations of Attorney and Accountants in Representing Start-up (Developing) Companies. Electronic Media in the Initial Public offering process: an overview