During this webinar, you will learn the basics of the venture model and path along with the necessary steps to take so that your company’s legal structure is an attractive investment. The discussion will cover:
1. Why a Delaware C-Corp is the most-common structure
2. How to document the relationship of the founders and early employees
3. The typical funding stages of a successful startup
4. An overview of convertible debt and SAFEs
5. Why it’s critical to run pro forma cap tables before financings
6. What happens in a venture financing
7. Why compliance with securities laws is important
8. Common legal mistakes in raising capital
9. And much, much more
Come with your questions and get ready to be excited about venture funding!
1. How to Position Your Startup for Venture
Capital Funding
Presented on July 2, 2020 by Jason Putnam Gordon
Email: jgordon@polsinelli.com
2. 2
• Today’s Discussion is General Information – Not Legal Advice
• We will be discussing rules and exceptions. Those rules, exceptions, and
exceptions to the exceptions may not be applicable to your situation.
• You need to retain competent legal counsel to review all facts and
circumstances before weighing in with advice.
• Off-the-cuff answers to your questions are not, and should not be taken as,
legal advice.
Important Caveats
3. 3
• My Background
• Structural Considerations
• Documentation for Founders and Early Employees
• Funding Stages
• Overview of SAFEs and Convertible Debt
• Venture Financings
• Common Mistakes
Overview
4. 4
• Venture Capital and Emerging Growth Company attorney—practicing law
since 2005.
• Polsinelli is an Am Law 100 firm with approximately 900 attorneys in over
twenty offices throughout the US.
• My office is in San Francisco, but I work with companies throughout the
US and the world.
• I love working with entrepreneurs on financings and as outside general
counsel.
My Background
5. 5
• Who is in a startup?
• Who is a founder?
• Is this your first startup?
• Who has previously had a successful exit?
• Who is interested convertible debt; SAFEs/convertible equity; or preferred
financings?
What is your Background?
6. 6
Big Picture
Create Increasing Value
Idea(s)
(Intangible Assets)
Technicians who have
skills like: sales,
marketing, business
acumen
(Services)
Investors
(Capital)
7. 7
Big Picture
Create Increasing Value
Idea(s)
(Intangible Assets)
Technicians who have
skills like: sales,
marketing, business
acumen
(Services)
Investors
(Capital)
Company Increases in Value
9. Founder and Early Employee
Documentation
IP Assignments
Vesting
Transfer Restrictions
Shareholder Agreements
Restrictions in bylaws
Stock Purchase Agreements
10. 10
• Convertible Debt/Equity
Also known as bridge notes
Convertible debt is the parent of convertible equity, which
can also be known as a SAFE Instruments
• Priced Rounds (different presentation)
Series Seed and Series A
Initial Financing Options
11. 11
• Maturity*
• Interest Rate*
• Conversion Terms
• Amendment Terms, e.g., majority in interest
• Remaining Terms
It’s not that common to negotiate these
• (*For Convertible Notes, not SAFEs)
Convertible Securities (Cont.)
12. 12
• Mandatory conversion at a discount of price paid in Next Qualified
Financing
Series Seed/A needs to meet the definition of a “Qualified Financing”
Equity financing
Minimum size, e.g., “$2,000,000”
Discount has to be reasonable or later investors will not go for it. 20-25% is
typically reasonable.
• Conversion Price Cap
• Conversion upon a change of control/sale
• Optional Conversion upon maturity or something less than a qualified
financing
Conversion Terms
13. 13
• Convertible Securities
Upsides:
Most common; cheaper, simpler;
No valuation of the company, nearly impossible at this early stage,
and helps justify law FMV for stock options/restricted stock
Downsides (At least for Convertible Notes)
This is debt and may be required to be paid at some point
Extra liquidation preference above all other equity, unless otherwise
handled
Decisions Decisions
14. 14
• Subject to securities laws of US, states, and potentially
foreign jurisdictions.
• Potential Exemptions
Reg D
4(a)(2)
25102(f)
Reg S
Securities Laws and Potential Exemptions in CA
15. 15
Non-Compliance with Securities Laws
Not managing cap tables
Thinking that there are “standard” terms
Finders
Side Letters
Failure to obtain proper corporate authorization
Not forming an entity or the right entity
Not getting vesting agreements in place
Not filing 83(b) elections
Not paying attention to securities laws
Risk of employment-law issues
Undocumented stakes in the company
IP that resides in other entities
Tax issues – E.g., federal, state, local
Common Pitfalls
17. Recognized by legal research firm BTI Consulting as one
of the top firms for excellent client service and client
relationships, the firm’s attorneys provide value through
practical legal counsel infused with business insight.
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21
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Located in gateway cities, as well as
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