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Venture Capital: Forms and Analysis
Incisive Media, Dec 2007, Pages: 500
A single venture capital transaction can involve legal issues relating to corporate, securities, intellectual property, information technology, and employment laws. It also requires practitioners to balance the competing interests of founders, venture capitalists, directors, management, and others.
Venture Capital Forms and Analysis provides a step-by-step framework for structuring, drafting and closing a venture capital deal, with a complete annotated set of the documents needed. It also features in-depth analysis from the perspective of both the company and the investor, as well as the latest guidance on best practices in venture transactions.
Coverage includes discussion and examples of letters of intent for equity-based and debt-based financing; due diligence requests and checklists; articles of incorporation for the venture-backed enterprise; convertible securities and anti-dilution provisions; the stock purchase agreement; investor rights agreements; control provisions that give investors authority over company decisions; investors' rights of first refusal and co-sale agreements; warrants and other equity 'sweeteners'; promissory notes; founders agreements; closing opinion letters; and more.
This comprehensive book will help both novice and experienced practitioners avoid common drafting mistakes, omissions and ambiguities that can harm the company or its investors.
Daniel I. DeWolf
Daniel I. DeWolf is a founding member and Managing Director of Dawntreader Ventures, a New York based venture capital firm focused on early stage investments in Internet, software, and digital media companies. Mr. DeWolf is also Of Counsel to the law firm of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. and is an Adjunct Professor of Law at New York University Law School, where he teaches an interdisciplinary course for J.D. and LL.M. candidates on Venture Capital Law. Prior to establishing Dawntreader Ventures, Mr. DeWolf was Head of Venture Capital Funds at SoundView Technology Group, a publicly traded technology focused investment bank (acquired by The Charles Schwab Corporation). Mr. DeWolf was also a Partner and Of Counsel to the law firm of Camhy Karlinsky & Stein, where he established the Corporate and Securities Practice Group and headed the New Media and E-Law Group.
Mr. DeWolf has over twenty years of transactional experience and has been an advisor to many early stage companies. He currently is Chairman of HNW, Inc. and is a Director of iParty, Tutor.com, and Visible World. Mr. DeWolf is a regular speaker at venture capital conferences and media events and is the co-author, with Mr. Roth, of the chapter “Exit Strategies” in Start-Up and Emerging Companies: Planning, Financing & Operating the Successful Business, edited by Gregory Smith, also published by Law Journal Press. Mr. DeWolf is admitted to practice law in New York, California, and New Jersey. He received his B.A. cum laude from the University of Pennsylvania (1979) and J.D. from the University of Pennsylvania School of Law (1982).
Eric M. Roth
Eric M. Roth is a principal of Health Care Navigator, LLC, the acquisition and asset management vehicle of The Schwartzberg Companies, a private, long term care focused company based in White Plains, New York. He was previously a partner at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., where he was chairman of the firms Venture Capital Practice Group. At Mintz Levin, Mr. Roth represented both investors and issuers in venture capital and private equity transactions, focusing on technology, health care, and intellectual property development investment opportunities. Mr. Roths client base ranged from start-up companies to prominent individual and institutional investors and the representation of these clients ranged from seed investments through post-IPO financings and strategic planning.
Mr. Roth is the Co-Author, with Mr. DeWolf, of the chapter Exit Strategies in Start-Up and Emerging Companies: Planning, Financing & Operating the Successful Business, edited by Gregory Smith, also published by Law Journal Press. He has lectured and written on the subjects of venture capital financing, corporate organization and liability awareness for technology and development companies. Mr. Roth is a graduate of Brandeis University (1991, cum laude) and Brooklyn Law School (J.D. 1994).
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