- Legal Information Alert
A single venture capital transaction can involve legal issues relating to corporate, securities, intellectual property, information technology, and employment laws. It also demands that practitioners 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.Book #00690; looseleaf, one volume, 704 pages; published in 2007, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN 978-1-58852-148-4
Chapter 1: Introduction
Chapter 2: Letter of Intent - Equity Based Financing
Chapter 3: Letter of Intent - Debt Based Financing
Chapter 4: Due Diligence Request
Chapter 5: The Certificate of Incorporation of a Venture-Backed Corporation
Chapter 6: Conversion: Anti-Dilution Provisions
Chapter 7: The Purchase Agreement
Chapter 8: Investor Rights Agreements
Chapter 9: Control Provisions
Chapter 10: Right of First Refusal and Co-Sale Agreement
Chapter 11: Warrants
Chapter 12: Promissory Notes
Chapter 13: Founder’s Agreements
Chapter 14: Opinion Letters
Chapter 15: Exit Strategies
Chapter 16: Down Round Financings
Chapter 17: Checklist of Initial Issues for Representing Start-Up Companies
Chapter 18: Choice of Entity for a Start-Up Business
Chapter 19: Non-Disclosure Agreement
Chapter 20: Regulation of Venture Capital Fund Managers
Chapter 21: Pay-to-Play
Chapter 22: Management Incentive Plans in Connection with a Sale of a Company
Chapter 23: Board Observer Agreements
Chapter 24: Management Rights Letter
Chapter 25: Using a Limited Liability Company as a Choice of Entity for Venture-Backed Companies and Investment Vehicles
Chapter 26: Series Limited Liability Companies
Chapter 27: Alternatives to Founder’s Equity: A Separate Class for the Entrepreneur/Founder
Chapter 28: Special Forms for Rule 506(c) Offerings
Chapter 28a: Pre-Existing Relationships Online
Chapter 29: Single Purpose Vehicle Online: Subscription Agreement
Chapter 30: Blue Sky Filings in New York State for Capital Raised Pursuant to a Private Placement of Securities Under Rule 506(B) or Rule 506(C) of Regulation Dt
Chapter 31: Transfer Agreements
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 Co-Chair of the Ventures and Emerging Companies practice group at thelaw 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. Currently, he 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 theExit Strategies chapter 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).
Jeremy D. Glaser
Jeremy Glaser is a Member in the Corporate & Securities Section in the San Diego office of Mintz Levin, and serves as Co-chair of the Venture Capital & Emerging Companies Practice Group. He is also a Member of the firm's Energy & Clean Technology Practice, which serves more than 260 clients. Mr. Glaser's practice focuses on serving emerging growth companies and the companies that fund them. He has substantial experience in venture capital financings, securities offerings, mergers and acquisitions, SEC compliance, licensing arrangements, and other general corporate matters. He has represented venture capital firms, hedge funds, and their portfolio companies in venture capital and PIPE financings, as well as both issuers and underwriters in a wide variety of securities transactions, including IPOs, secondary offerings, and private placements. He has also represented buyers and sellers in acquisitions and dispositions of public and private companies. Mr. Glaser represents companies in a broad variety of industries, including Internet, software, wireless, semiconductors, computer hardware, medical devices, biotechnology, health care services, clean technology, and the investment management industry. He regularly advises management and boards of public companies on complex disclosure and insider trading issues, compliance with federal securities laws, and corporate governance requirements. Mr. Glaser attended Harvard Law School, where he received his J.D., magna cum laude, in 1985, and Duke University, where he was awarded an A.B. in Economics and Public Policy studies, summa cum laude, in 1982, and was a member of Phi Beta Kappa. He is admitted to practice in California and is a member of the American Bar Association and the San Diego Bar Association's Business Law and Technology Sections. He currently serves as a member of the board of directors of the San Diego Venture Group and the CONNECT Springboard program, and he served as the president of the San Diego Venture Group in 2003.
Eric M. Roth