Venture Deals by Feld, Brad -- Read -- Imperial Library of Trantor

Index

Cover Title Page copyright Dedication Foreword Preface

Audience Overview of the Contents Additional Materials

Acknowledgments Introduction: The Art of the Term Sheet Chapter 1: The Players

The Entrepreneur The Venture Capitalist The Angel Investor The Syndicate The Lawyer The Mentor

Chapter 2: How to Raise Money

Do or Do Not; There Is No Try Determine How Much You Are Raising Fund-Raising Materials Due Diligence Materials Finding the Right VC Finding a Lead VC How VCs Decide to Invest Closing the Deal

Chapter 3: Overview of the Term Sheet

The Key Concepts: Economics and Control

Chapter 4: Economic Terms of the Term Sheet

Price Liquidation Preference Pay-to-Play Vesting Employee Pool Antidilution

Chapter 5: Control Terms of the Term Sheet

Board of Directors Protective Provisions Drag-Along Agreement Conversion

Chapter 6: Other Terms of the Term Sheet

Dividends Redemption Rights Conditions Precedent to Financing Information Rights Registration Rights Right of First Refusal Voting Rights Restriction on Sales Proprietary Information and Inventions Agreement Co-Sale Agreement Founders’ Activities Initial Public Offering Shares Purchase No-Shop Agreement Indemnification Assignment

Chapter 7: The Capitalization Table Chapter 8: Convertible Debt

Arguments For and Against Convertible Debt The Discount Valuation Caps Interest Rate Conversion Mechanics Conversion in a Sale of the Company Warrants Other Terms Early Stage versus Late Stage Dynamics Can Convertible Debt Be Dangerous?

Chapter 9: How Venture Capital Funds Work

Overview of a Typical Structure How Firms Raise Money How Venture Capitalists Make Money How Time Impacts Fund Activity Reserves Cash Flow Cross-Fund Investing Departing Partners Fiduciary Duties Implications for the Entrepreneur

Chapter 10: Negotiation Tactics

What Really Matters? Preparing for the Negotiation A Brief Introduction to Game Theory Negotiating in the Game of Financings Negotiating Styles and Approaches Collaborative Negotiation versus Walk-Away Threats Building Leverage and Getting to Yes Things Not to Do Great Lawyers versus Bad Lawyers versus No Lawyers Can You Make a Bad Deal Better?

Chapter 11: Raising Money the Right Way

Don't Ask for a Nondisclosure Agreement Don't Email Carpet Bomb VCs No Often Means No Don't Ask for a Referral If You Get a No Don't Be a Solo Founder Don't Overemphasize Patents

Chapter 12: Issues at Different Financing Stages

Seed Deals Early Stage Mid and Late Stages Other Approaches to Early Stage Deals

Chapter 12: Letters of Intent—The Other Term Sheet

Structure of a Deal Asset Deal versus Stock Deal Form of Consideration Assumption of Stock Options Representations, Warranties, and Indemnification Escrow Confidentiality/Nondisclosure Agreement Employee Matters Conditions to Close The No-Shop Clause Fees, Fees, and More Fees Registration Rights Shareholder Representatives

Chapter 14: Legal Things Every Entrepreneur Should Know

Intellectual Property Employment Issues State of Incorporation Accredited Investors Filing an 83(b) Election Section 409A Valuations

Authors’ Note Appendix A: Sample Term Sheet* Appendix B: Sample Letter of Intent Appendix C: Additional Resources Glossary About the Authors Index Excerpt from Startup Communities

HISTORICAL FRAMEWORKS THE BOULDER THESIS LED BY ENTREPRENEURS LONG-TERM COMMITMENT FOSTER A PHILOSOPHY OF INCLUSIVENESS ENGAGE THE ENTIRE ENTREPRENEURIAL STACK