This is the eBook version of the printed book. If the print book includes a CD-ROM, this content is not included within the eBook version. From Concept to Wall Street is the definitive guide to the new realities of venture capital. Two leading experts in venture-backed entrepreneurship offer start-to-finish coverage of the entire process: planning, teambuilding, protecting intellectual property, identifying and negotiating funding, and managing to - and through - IPOs or M+As. Drawing on immense personal experience - and the lessons of recent years - Dr. Oren Fuerst and Dr. Uri Geiger offer a complete roadmap for entrepreneurs, investors, and advisors in every VC-funded industry.
Copyright in bibliographic data and cover images is held by Nielsen Book Services Limited or by the publishers or by their respective licensors: all rights reserved.
DR. OREN FUERST is the Managing Director of Strategic Models LLC, a strategic advisory in the international, technology and healthcare sectors, handling all aspects of venture development and venture capital investments. Fuerst is also co-director of the Technology and Internet Valuation and Strategy Executive program at Columbia Business School, and lectures in the Executive and MBA programs. He was formerly on the faculty of Yale School of Management and served with the Capital Market Advisory Group of KPMG. He is also a feature financial columnist for leading financial publications, including the Financial Times. He received his master's and doctoral degrees from Columbia Business School (on the topic of International Securities Offerings). DR. URI GEIGER is co-founder and CEO of GalayOr Networks Inc., a developer of innovative micro opto-mechanical systems for applications at the core of next-generation optical networks. He teaches venture capital and entrepreneurship topics at Tel Aviv University Business School. An experienced lawyer with leading law firms, including Sullivan & Cromwell, he specialized in securities offerings, M&As and venture capital transactions. Dr. Geiger has vast experience in running technology-based and capital-raising projects, including founding and successfully selling an Internet-based jewelry company. He received his master's and doctoral degrees from Columbia University Center for Law & Economics (on the topic of International Securities Offerings). His influential work had been published in leading law and economics journals.
Foreword. Preface. Acknowledgments. About the Authors. 1. Introduction. Book Structure . Glossary. I. ESTABLISHMENT AND DEVELOPMENT OF VENTURES. 2. Beginnings--Establishing a Venture. The Price of Success and Failure. The Idea. The Management Team. External Advisors. Incorporation. Incorporation in Delaware. 3. Financial and Business Planning. The Company's Business Cycle. Financial Statements. Financial Projections. Cost Structure Analysis and Forecasting. Cash Flow Forecasting. Market Analysis and Strategic Planning. Strategic Alliances. The Business Plan. 4. Employee Recruitment and Compensation. Employee Recruiting. Employee Compensation in the Technology Segments. Granting Options to Employees. Taxation of Stock Options. Performance-based Compensation. Incentives to Tie Employees to the Company. Considerations in Employment Termination. 5. Intangible Capital and Intellectual Property. Patents. Copyright Law. Trademark Law. Trade Secrets. Issues with Employees. NDA-Non-Disclosure Agreements. Considerations in the Granting of Licenses. II. FINANCING THE VENTURE. 6. Milestones and Sources of Financing the Venture. Financing in Stages. Milestones in Venture Development. Scope of Financing and the Company's Value. Stages in Raising Venture Capital. Sources of Capital. 7. Practical Aspects of Raising Venture Capital. Basic Terms. Deciding How Much Capital to Raise. Valuing the Company for the Purpose of Raising Capital/Determining According to Which Value Capital Will be Raised. The Process of Raising Venture Capital. 8. Legal and Contractual Aspects of Raising Venture Capital. Legal Restrictions on Raising Private Capital. 9. Valuation of Companies. Methods Based on Multiples. Methods for Discounting Cash Flows and Residual Income. The Real Options Method. Value to Investors or Strategic Investors and Buyers. The Discount Rate Used by Venture Capital Funds. Issuing Stock to Investors. The Venture Capital Method. Appendix-Basic Terms in Measurement. III. VENTURE CAPITAL INVESTORS. 10. Venture Capital Funds. Private Equity Funds and Venture Capital Funds. Venture Capital Investment Characteristics. Venture Capital Funds and Their Investors. Venture Capital Funds and Their Portfolios. The Added Value of Venture Capital Funds. The Development of the Venture Capital Industry in the United States. The Venture Capital Industry at the Dawn of the Third Millennium. The Structure and Activities of Venture Capital Funds. Exit Strategies of Investments by Venture Capital Funds. The Return on Venture Capital Funds. 11. Other Venture Capital Investors. Private Investors (Angels). Corporate and Other Investors. Financial Institutions Which Invest Directly in Funds. Other Sources of Capital. IV. RAISING CAPITAL FROM THE PUBLIC. 12. Raising Capital from the Public-Introduction. Deciding to Go Public. Preparing the Company for an IPO. 13. The Public Offering Process. Stock Markets in the United States. Forming the IPO Team. The Process. The Underwriting Agreement. The Registration Statement. Liability under U.S. Securities Laws. Changes in the Registration Process. Following the IPO. Selling Shares That Are Exempt from Registration. Foreign Companies Raising Capital. V. MERGERS AND ACQUISITIONS, BANKRUPTCIES, AND DISSOLUTION. 14. Mergers and Acquisitions (M&A)-Introduction. The Scope of the Phenomenon. Types of Corporate Restructuring. Strategic Classification. Why Do Mergers and Acquisitions Occur? Do Mergers and Acquisitions Create Value? Sales and Mergers Versus IPOs. Case Study-The Sale of Chromatis to Lucent. 15. Conducting the M&A Transaction. Mergers. Sale and Acquisition of Assets. M&A Strategy. The Consideration in Mergers and Acquisitions. The Process. Tender Offers. 16. Additional Legal Aspects. Legal Rules Governing Mergers and Acquisitions. Merger or Acquisition Agreements. Antitrust Issues. Fairness Opinions. 17. Other Restructuring. Other Types of Restructuring: Spin-offs, Split-offs, Carve-outs, and Letter Stocks. Equity Carve-outs (Spin-out IPOs). Letter Stocks/Targeted Stocks. The Rationale of Separate Listing of Units. 18. Bankruptcy and Dissolution of Companies. Legal Rules Governing Bankruptcy and Dissolution in the United States. Additional Issues Concerning Bankruptcy of Startup Companies. Glossary. Further Readings. Index.
Dewey Decimal Classfication (DDC)