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Index
Cover
Title Page
Copyright
Dedication
Contents
Foreword
Introduction
Start by Asking the Right Questions
The VC Life Cycle
Chapter 1: Born in the Bubble
What Could Possibly Go Wrong?
LoudCloud’s Atypical Success
Change Is Afoot in Silicon Valley
Y Combinator Cracks Open the “Black Box”
Something More
An Ode to Entrepreneurs
Chapter 2: So Really, What Is Venture Capital?
Is VC Funding Right for Your Startup?
Debt or Equity, Which Would You Choose?
Venture Capital as a (Not-Very-Good) Asset Class for Investors
The Matter of Positive Signaling
VC Investing Is a Zero-Sum Game
Investing in VC Is Restricted
How Can We Measure Success for a Venture Capital Firm?
Forget the Batting Average
The Venture Capital Industry Is Tiny but Punches Well Above Its Weight
Chapter 3: How Do Early-Stage VCs Decide Where to Invest?
1. People and Team
2. Product
3. Market Size
Chapter 4: What Are LPs and Why Should You Care?
Types of LPs
Where LPs Invest
The Mighty Bulldog
Time Is of the Essence
Chapter 5: The “Limited” Edition: How LPs Team Up with VCs
What Does “Limited Partner” Mean?
The LPA: The Rules of the Road
Caring About How the Money Flows
Governance: How Is the GP-LP Relationship Managed?
GP-to-GP Relationships: The Equity Partners Agreement
Chapter 6: Forming Your Startup
What Form Should Your Company Take? Spoiler: C Corp
Carving Up the Ownership Pie
Founder Stock Vesting
More about Vesting
Leaving the Business
Transfer Restrictions
Acceleration of Vesting
Intellectual Property
Employee Option Pools
The New Normal for Longer IPOs
Staying Private and Staying Motivated
Chapter 7: Raising Money from a VC
Is Venture Capital Right for You?
What If Your Market Isn’t Huge?
How Much Money Should You Raise?
. . . And at What Valuation?
Chapter 8: The Art of the Pitch
Foot in the Door
What Goes into the Pitch?
Pitch Essential #1: Market Sizing
Pitch Essential #2: Team
Pitch Essential #3: Product
Pitch Essential #4: Go-to-Market
Pitch Essential #5: Planning for the Next Round of Fund-Raising
Chapter 9: The Alphabet Soup of Term Sheets: Part One (Economics)
Security: Preferred Shares
Aggregate Proceeds
More about Convertible Debt
Price per Share
Comparable Company Analysis
Discounted Cash Flow Analysis
VC Valuation
Capitalization
Dividends
Liquidation Preference
Redemption
Conversion/Auto-Conversion
Antidilution Provisions
Voting Rights
Chapter 10: The Alphabet Soup of Term Sheets: Part Two (Governance)
The Board of Directors
Protective Provisions
Registration Rights
Pro Rata Investments
Stock Restriction
Drag Along
D&O Insurance
Vesting
Employee and Consultant Agreements
No-Shop
Takeaway: Be Forward Thinking
Chapter 11: The Deal Dilemma: Which Deal Is Better?
Building a Cap Table
Evaluating the Governance Terms
Chapter 12: Board Members and the Good Housekeeping Seal of Approval
Private versus Public Boards
The Role of the Board
Chapter 13: In Trados We Trust
Duty of Care
Duty of Loyalty
Duty of Confidentiality
Duty of Candor
Common versus Preferred Stock
The Business Judgment Rule (BJR)
Entire Fairness
In Re Trados
Whither the MIP?
Conflicted Board?
Applying Entire Fairness
Trados Takeaways for the Rest of Us
Chapter 14: Difficult Financings: When Bad Things Happen to Good People
We Are Where We Are, and Something Needs to Change
Reducing Liquidation Preferences
Learning from the Bloodhound Case
Success after a Down Round
Winding Down
Chapter 15: Exit Stage Left (The Good Kind)
Getting to Know You
Acquisitions and Key Terms
Acquisitions: Board Responsibilities
Overview of the IPO
The IPO Process
Conclusion: The World Is Flat
The Evolution of VC
What Might Be the End of Venture Capital as We Know It?
Here’s What I Believe about Good VCs
The World Is Flat
Appendix
Acknowledgments
Notes
Index
About the Author
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