Succeeding in the venture capital industry requires knowledge of the terrain and a keen understanding of the terms essential to a well-structured transaction. This encyclopedic guide is packed with state-of-the-art analysis, forms and commentary, all designed to help you master the most crucial stages of the venture financing process.
The Advanced Private Equity Term Sheets and Series A Documents examines all of the deal terms you may encounter—anti-dilution protection, warrant coverage, liquidation preferences, and others. It provides clause-by-clause discussion of the Stock Purchase Agreement, along with timesaving tools, such as model documents, opinion letters and a due diligence checklist contributed by a Big 4 accounting firm. You'll also get the most current data from an industry-wide survey of West Coast and East Coast deal terms and trends, so you'll know whether a given provision is "market" or "industry standard"—a must before your next negotiation. Whether you are dealing with clawback provisions or "next round financing", cramdowns or the "overhang problem", this definitive book brings you the in-depth, nuanced answers you need to achieve your objectives.
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Table of Contents
Introduction to Series A Financing: Glossary of Terms
Model Term Sheets
Series A Round Definitive Documents
General Partner Issues and Documentation
Fiduciary Duties of Controlling Shareholders in Down Rounds
The Placement Memorandum
Portfolio Companies: Anti-Dilution and Compensation Issues
Survey of Value of Deal Terms to Venture Capitalists
Anatomy of a Cram Down: Selected Documents From a Series AA Financing
Revising Expectations: The Future of Venture Capital and Entrepreneurship
Board of Director Issues