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What CEOs of VC-Funded Companies Need to Know About Protecting Themselves Against “Drag-Along” & “Bring-Along” Provisions on Term Sheets
ExecSense, June 2011, Minutes: 60
In What CEOs of VC-Funded Companies Need to Know About Protecting Themselves Against “Drag-Along” & “Bring-Along” Provisions on Term Sheets, ExecSense examines the most effective strategies and best practices used by leading CEOs of VC-funded companies to protect themselves from these protective provisions that grant investors the right to compel the founders and other stockholders to vote in favor of the sale, merger or other “deemed liquidation” of the company. Take the 60 minutes to view this webinar (on your computer, mobile phone, iPad, Kindle or printed out) and learn valuable tips and techniques for either knocking out these provisions entirely or inserting certain reasonable protections that will make “drag-along” provisions less severe.
Upon ordering, ExecSense will email you a link to download the webinar files for viewing on your computer, mobile phone, iPod, iPad, Kindle or printed out. The downloaded files will include the PowerPoint presentation, audio narration and jpeg images of the slides (for watching on your mobile media device). Take advantage of your next commute, flight, business trip, lunch, or free hour in your schedule to view this webinar.
The webinar is led by an expert on protecting VC-funded companies from “drag-along” and “bring-along” provisions, Rachael L. Allen and Robert F. Kennedy, Partners, Jones day, and focuses on:
- Everything you need to know in 60 minutes to protect your VC-funded company from these protective provisions that grant investors the right to compel the founders and other stockholders to vote in favor of the sale, merger or other “deemed liquidation” of the company
- The most important and effective techniques and best practices that other leading CEOs of VC-funded companies have found to be most successful for either knocking out these protective provisions or making them less severe, including examples of reasonable insertions that CEOs of VC-funded companies should push for (e.g. higher threshold than a majority of the Preferred shareholders to trigger the drag-along, approval by a majority of the Common Stock, minimum sales price to trigger the drag-along, limitations relating to the representations, warranties and covenants they are required to make in the definitive acquisition agreement in the event of the sale or merger of the company, etc.)
- The 10 questions being asked the most by CEOs of VC-funded companies about how to protect themselves and fellow management team members from “drag-along provisions” and what language in these provisions they should absolutely avoid (e.g. granting investors unilateral right to force a sale without the founders’ approval)
- Case studies of other leading CEOs of VC-funded companies who have successfully protected their companies from these severe provisions, what techniques worked best, what language they agreed to and not agree to, and important lessons learned
Praise for ExecSense Webinars:
“Well organized, well articulated, and easy to follow. The ExecSense webinar I attended was the best virtual learning experience I've had in quite some time.” – Brian K. Moore, HR Communications, Humana
“Dynamic, up-to-date resource...” – Tina Ferguson, CEO of Rapid Success Partners
“ExecSense webinars are convenient and on-point…an intelligent discussion on a very relevant subject.” – Meghan Wulff, Focus Management Group
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