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Venture Capital: A Practical Guidebook for Capital-Seeking Business Owners, Managers and Advisors
- Bankruptcy & Insolvency
- Corporate Governance & Directors' Duties
- Corporate Law
- Financial Reporting, Taxation, & Accounting
- Fund Accounting
- Fund Operations & Management
- Global Markets
- Initial Public Offerings
- Investment Banking & Broker/Dealers
- Investment Management Compliance & Regulation
- Investment Management Marketing
- Mergers & Acquisitions
- Private Equity & Venture Capital
- Sarbanes-Oxley
- Securities Enforcement & Fraud
- Securities Offerings
- Securities Regulation & Disclosure
ABOUT THE AUTHOR
INTRODUCTION
SECTION I: SOURCES OF CAPITAL
- Owners; Friends and Family
- Earnings (Company-Generated Funds)
- Commercial and Bank Loans; Government Loans and Aid
- Strategic Alliances; Joint Ventures
- Private Placements
- FIG.1-Securities Law Compliance for Private
- Placements: What You Need to Know
- Venture Capital
- Going Public-The IPO
- Practical Tip
SECTION II: VENTURE CAPITAL FUNDING
- Pursuing Venture Capital: Opportunities & Challenges
- Choosing and Making the Most of a VC Partner
- Practical Tip
- Venture Capital Fundamentals: Understanding
- Venture Capitalists and the Investment Process; Planning and Preparing for a VC Transaction
- Understand the business and goals of VC investors
- Understand the investment process-from initial contact through funding
- Practical Tip
- Assemble and build a strong management (and advisory) team
- Present a clear, compelling opportunity via the business plan
- Practical Tip
- Be prepared-get and keep your house in order
- Practical Tip
Key Objectives of VC Investors-What Makes
- Venture Capitalists Tick?
- Maximizing the upside
- Protecting the downside
- Monitoring and influencing corporate progress and development
- The governance vehicle: the investor rights agreement
- Employment agreements for founders
- Assisting with exit strategies and liquidity
- Classic friendly exits
- Practical Tip
- Practical Tip
- Other exits
SECTION III: What To Expect In a VC Transaction:
Key Terms, Features, and Attributes
Forms of Investment and Related Provisions
- Equity and related protective provisions
- Debt only
- Mix of equity and debt
Other Mechanisms to Achieve or Assure Financial Upside
Equity ownership and liquidity considerations
- Valuation issues
- First refusal and preemptive purchase rights
- Staged, milestone-based funding
- Registration rights
- Other registration concerns
Alignment of founder and management incentives
- Initial position and vesting
- Equity-based compensation plans, grants, agreements
- Additional management
Protection/assurance of intellectual property
Common Reasons for Failing to Attract Funding
Angel Investing
- More money and more deals (at early stages)
- Dynamics of deal size
- Approach varies widely; dictates access and availability
SECTION IV: SUPPLEMENTAL MATERIALS
ANNEX A: Illustrative Series A Investment Transaction
Term Sheet
ANNEX B: Glossary of Venture Capital Terms and Jargon
Download a complimentary electronic copy.
See additional securities resources available for download from Bowne.
