Learning how a VC firm works behind the scenes is a good way to gain important strategic insights on becoming a more attractive investment. But understanding the ins and outs of a VC firm can be easier said than done, even for entrepreneurs who spend a lot of time speaking to investors.
Introduction to Venture Capital and Private Equityguest89b446
I was invited to speak at the HR College of Commerce in Mumbai today as part of their "Corporate Dialogue" lecture series. This deck introduces freshman and sophomore students in commerce, economics and finance to venture capital, private equity and entrepreneurship. It also presents a primer on career options in finance for college graduates in India.
Transparency is one of our core values at Seedcamp and we are no strangers to how tough the fundraising process can be. In a continued spirit of openness and to show how - like with startups - our own story and proposition moves on, we're sharing the deck we used to raise our heavily-oversubscribed Seedcamp Fund V.
Read more about our plans to invest in and support the next generation of exceptional European talent on our blog: https://seedcamp.com/news/
VC Fundraising Deck Template: Carta x Kauffman FellowsNihar Neelakanti
Carta and Kauffman Fellows present a venture capital fundraising deck template highlighting the various components a GP should include as part of their fundraising story to attract limited partners.
Venture Capital Unlocked (Stanford) / Venture Capital 2.0Dave McClure
slides for my "Venture Capital 2.0" opening talk at Stanford School Continuing Studies, VC101 class "Venture Capital Unlocked" #VCunlocked #500startups
This presentation offers users a simple guide to learning the basic structure of hedge funds. Guiding users through hedge fund structures, covering topics such as:
• Hedge funds’ typical partnership structure
• Organizational structure at many hedge funds
• Due to their structure, only certain types of investors can invest with hedge funds
• The role of portfolio managers
• The typical role of general counsels, auditors, and administrators at hedge funds
• How prime brokers interact with hedge funds
• Executing brokers and their role in the hedge fund industry
• Fee structure at hedge funds
Learn more about the global hedge fund industry at: www.hedgefundfundamentals.com.
Venture Capital 101 presentation on the basics of VC such as what venture capital is, and how it works. I delivered this presentation to a student group called InSITE that I belong to (mix of Columbia and NYU MBA and Law students). Enjoy!
-Brian Rothenberg
www.brianrothenberg.com
Learning how a VC firm works behind the scenes is a good way to gain important strategic insights on becoming a more attractive investment. But understanding the ins and outs of a VC firm can be easier said than done, even for entrepreneurs who spend a lot of time speaking to investors.
Introduction to Venture Capital and Private Equityguest89b446
I was invited to speak at the HR College of Commerce in Mumbai today as part of their "Corporate Dialogue" lecture series. This deck introduces freshman and sophomore students in commerce, economics and finance to venture capital, private equity and entrepreneurship. It also presents a primer on career options in finance for college graduates in India.
Transparency is one of our core values at Seedcamp and we are no strangers to how tough the fundraising process can be. In a continued spirit of openness and to show how - like with startups - our own story and proposition moves on, we're sharing the deck we used to raise our heavily-oversubscribed Seedcamp Fund V.
Read more about our plans to invest in and support the next generation of exceptional European talent on our blog: https://seedcamp.com/news/
VC Fundraising Deck Template: Carta x Kauffman FellowsNihar Neelakanti
Carta and Kauffman Fellows present a venture capital fundraising deck template highlighting the various components a GP should include as part of their fundraising story to attract limited partners.
Venture Capital Unlocked (Stanford) / Venture Capital 2.0Dave McClure
slides for my "Venture Capital 2.0" opening talk at Stanford School Continuing Studies, VC101 class "Venture Capital Unlocked" #VCunlocked #500startups
This presentation offers users a simple guide to learning the basic structure of hedge funds. Guiding users through hedge fund structures, covering topics such as:
• Hedge funds’ typical partnership structure
• Organizational structure at many hedge funds
• Due to their structure, only certain types of investors can invest with hedge funds
• The role of portfolio managers
• The typical role of general counsels, auditors, and administrators at hedge funds
• How prime brokers interact with hedge funds
• Executing brokers and their role in the hedge fund industry
• Fee structure at hedge funds
Learn more about the global hedge fund industry at: www.hedgefundfundamentals.com.
Venture Capital 101 presentation on the basics of VC such as what venture capital is, and how it works. I delivered this presentation to a student group called InSITE that I belong to (mix of Columbia and NYU MBA and Law students). Enjoy!
-Brian Rothenberg
www.brianrothenberg.com
Self-Employed Borrower: Case Study Part II: Completing the Form 91 with Busin...NAFCU Services Corporation
Session 2 continues to take the participant through a review of Freddie Mac's Form 91. The participant will calculate the qualifying income for a fictitious couple by entering their tax return data on the Form 91. For more info: www.nafcu.org/genworth
What Not to Do In Equity: The Hexagon of Equity PitfallsPabloVerra
If you are an impact investor, you should beware of the infamous hexagon of equity pitfalls. Clearly, avoiding these 6 rather common traps will not guarantee you record-breaking IRRs but, at least, you would not be making what I consider, in my humble opinion, 6 avoidable mistakes in equity investing.
Raising Capital: Negotiating with Potential Investors (Series: The Start-Up/S...Financial Poise
Every business needs capital (cash) to fund its activities. But not all capital is created equal. At the most macro level, a business can raise cash by selling equity or by borrowing (and these alternatives are not by any means mutually exclusive).
This webinar explains the different types of capital available to fund a startup; how to identify potential funding sources; how to evaluate competing funding proposals; and how (and when) to negotiate financing terms. In addition, this webinar will address the kinds of investors for entrepreneurs to consider for their start-ups.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/raising-capital-negotiating-with-potential-investors-2021/
How to Raise Seed Funding for Your Startup: Convertible Notes and SAFEsideatoipo
Recorded on Thursday, August 17,2023
Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. In this video, veteran Silicon Valley startup and corporate attorney Alidad Vakili discusses the following topics:
1. Required corporate structure
2. Legal considerations when pitching investors for seed financing
3. Differences between using convertible debt and SAFEs
4. Key terms and considerations when raising seed funding
5. Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
6. How to close your seed financing
7. Important post-closing tasks
and more!
About the Speaker
Alidad Vakili is an attorney in the Palo Alto office of Foley and Lardner, an international law firm. He regularly represents startup and emerging growth companies at every stage of the company lifecycle—from startup to liquidity. He frequently advises clients on a variety of strategic growth issues including venture capital and private equity financing, private offerings, joint ventures and M&A transactions. His work includes not only advising on major corporate milestones but also significant involvement in day-to-day operations and strategic business issues, such as formation, governance, and commercial agreements.
Private equity overview presentation delivered to Drexel University students. Presentation highlights overall private equity market, fund structure, economics, and terms, as well as investment process.
Raising Capital: Negotiating with Potential InvestorsFinancial Poise
Every business needs capital (cash) to fund its activities. But not all capital is created equal. At the most macro level, a business can raise cash by selling equity or by borrowing (and these alternatives are not by any means mutually exclusive).
This webinar explains the different types of capital available to fund a startup; how to identify potential funding sources; how to evaluate competing funding proposals; and how (and when) to negotiate financing terms. In addition, this webinar will address the kinds of investors for entrepreneurs to consider for their start-ups.
Part of the webinar series: The Start-Up/Small Business Advisor 2022
See more at https://www.financialpoise.com/webinars/
Recorded 10/19/2023
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Alidad Vakili will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And more!
About the Speaker
Alidad Vakili is an attorney in the Palo Alto office of Foley and Lardner, an international law firm. He regularly represents startup and emerging growth companies at every stage of the company lifecycle—from startup to liquidity. He frequently advises clients on a variety of strategic growth issues including venture capital and private equity financing, private offerings, joint ventures and M&A transactions. His work includes not only advising on major corporate milestones but also significant involvement in day-to-day operations and strategic business issues, such as formation, governance, and commercial agreements.
Capital raising activity is ever-changing. Asset managers are looking for new ways to raise capital and push the boundaries as greater pressure is placed on traditional models.
The desire to increase hold periods, lower the cost of capital, alter and diversify investment strategies, and provide liquidity for investors has caused managers to reprioritize long-term business objectives. Indeed, permanent capital and other specialty finance structures which were once considered non-conventional in the industry have become a common discussion point for asset managers evaluating the strategy of their next fundraising effort.
Eddie Lampert bought Kmart out of bankruptcy. W.L. Ross made a fortune many times over buying steel and other companies out of bankruptcy. Hedge funds and other distressed debt traders buy and sell millions of dollars of distressed securities and bankruptcy claims every day. A number of private equity funds focus exclusively on buying distressed businesses, fixing, and selling them. And fortunes are made when real estate crashes by those who have the dry powder to swoop in and buy when others are forced to sell. This webinar explains how to loan to, or purchase the debt of, a company in order to acquire it (a strategy commonly called “loan to own”); how to learn about opportunities involving distressed companies; and tips and best practices for participating in bankruptcy, Article 9, and other sales of distressed businesses (including the concept of serving as the “stalking horse).
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/opportunity-amidst-crisis-buying-distressed-assets-claims-and-securities-for-fun-profit-2020/
Hedge Fund and Private Equity Fund - Structures, Regulation and Criminal RisksDuff & Phelps
Duff & Phelps Managing Directors Ann Gittleman and Norman Harrison discussed structures, regulation and criminal risks in hedge fund and private equity fund at the Annual FBI conference in Washington, D.C. Read more in this report.
How to Raise Seed Funding for Your Startup: Convertible Notes and SAFEsideatoipo
Seed financings enable a startup to put together its initial team, build a working prototype, and begin to test the market. Often these investments are made via convertible debt or SAFEs. Veteran Silicon Valley startup and corporate attorney Alidad Vakili will cover the following topics:
1. Required corporate structure
2. Legal considerations when pitching investors for seed financing
3. Differences between using convertible debt and SAFEs
4. Key terms and considerations when raising seed funding
5. Common mistakes and pitfalls that companies make when raising seed funding via convertible debt and SAFEs
6. How to close your seed financing
7. Important post-closing tasks
8. And much, much more
Come with your questions and get ready to be excited about seed financings!
About the Speaker
Alidad Vakili is an attorney in the Palo Alto office of Foley and Lardner, an international law firm. He regularly represents startup and emerging growth companies at every stage of the company lifecycle—from startup to liquidity. He frequently advises clients on a variety of strategic growth issues including venture capital and private equity financing, private offerings, joint ventures and M&A transactions. His work includes not only advising on major corporate milestones but also significant involvement in day-to-day operations and strategic business issues, such as formation, governance, and commercial agreements.
1. SUCCESSFUL FORMATION OF A PE FUND
IN 2009
C. Craig Lilly
600 Hansen Way
Palo Alto, California 94304-1043
650.843.3232
2. This presentation is intended only as a general discussion and should not be
regarded as legal advice. For more information, please contact Craig Lilly at
650.843.3232.
3. U.S. Fundraising Declines in 2008
Commitments to Venture Capital Funds
$83.8
$80
$60 $57.5
$50.7
$40
$30.0 $32.2
$26.9 $25.6 $24.7
$20 $17.5 $17.3
$12.5
$10.1
$0
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
Source: Dow Jones VentureSource
4.
5.
6. 2009 Fund Themes
• VC firms will be more specialized.
• Future investments will be smaller, healthier
and less leveraged.
• Increased dialogue with LPs will continue;
liquidity constraints will still be a concern.
7. 2009 Fund Themes
• Liquidity constraints will continue to be sources of
concern for fund sponsors. Alternatives to consider to
address LPs' allocation and liquidity concerns include:
(a) raising a co-investment fund to invest with the
existing fund, (b) obtaining a bridge or capital
commitment loan with a lender to defer capital calls,
(c) assisting LPs with transfers of fund interests, (d)
deferring or reducing capital calls, commitments or
fees, and (e) amending the fund's organizational to
allow deal-by-deal investments.
• The secondary market will see more opportunities.
• The current economic climate will create more
distressed debt and asset investment opportunities.
8. 2009 Fund Themes
• Reduced equity and asset prices will yield
greater fund opportunities and returns.
• Fund managers will need to address higher
taxes if the current proposed budget is
passed.
• Increased disclosure/ regulation is
forthcoming.
• Venture and private equity will stabilize and
be a part of the solution.
9. Fund Legal Structure - Basics
• Private equity funds (“Fund”) in the United States are
generally formed as Delaware limited partnership (with
a new limited liability company serving as the general
partner).
• Investors will contribute capital to the limited
partnership and receive partnership interests and a
capital account in the partnership in return.
• The gains and losses attributable to the Fund’s
performance are passed through to the investor’s
capital accounts on a pro rata basis.
• Fund Term is generally 10 to 12 years (note:
extensions).
• Commitment Term is generally 3 - 5 years (note:
extensions); generally, GP contributes 1% or less, and
LPs commit the remaining 99% plus.
10. Fund Structure
General Partner, LLC
(Delaware LLC) Limited Partners
1% Capital
20% Carried 99% Capital
Interest 80% of Profits
Fund Limited Partnership
Management Advisor
(Delaware)
(Delaware LLC)
~2% Management
Fee (Management
Portfolio Investment #1 Portfolio Investment #2
Services Agreement)
11. General Partner and Investment
Management Entities - Legal Structure
• A separate limited liability company generally serves
as the general partner (and as the investment
manager).
• Note there are liabilities under the securities laws for
which an individual can be held to be personally liable
irrespective of the legal form of the entity which serves
as the general partner.
• A limited liability company or limited partnership is
advantageous for tax and estate planning purposes.
• For tax and other reasons, managers frequently use
two separate entities at the management level:
– (a) serving as the general partner of the Fund, or
– (b) serving under contract as the investment manager of
the Fund
12. General Partner Compensation -
2 and 20 Generally Plus More
• Carried Interest: The general partner typically is
entitled to an incentive allocation generally equal to
20% of the net profits (depending on industry/ fund
type, some funds pay a preferred return prior to carried
interest).
• Management Fee: Generally, 2% of the capital
commitments to the Fund and paid quarterly in
advance (note: fee conversion techniques).
• Transaction Fees: Fee income from portfolio
companies including (a) investment banking fees, (b)
break-up fees, (c) monitoring fees, and (d) consulting
fees.
Note The type and amount of transaction fees vary per industry and
fund type.
13. Applicable Laws
• SECURITIES ACT OF 1933
– Securities of Funds are typically offered in private
placement transactions which rely on the private
placement “safe harbor” provisions of Rule 506 of
Regulation D (or the safe harbor for offerings
outside the United States contained in Regulation
S).
– Form D filings with SEC within 15 days of closing.
– States are still permitted to require “blue sky”
notice filings and collect filing fees (generally file
within 15 days of closing).
14. Applicable Laws
• THE INVESTMENT ADVISERS ACT OF
1940
– Most Fund managers or general partners choose
not to register under as an advisor as a result of an
exemption from registration because they have
fewer than 15 clients.
– This is because the Fund is generally deemed,
under certain circumstances, to be one client and
do not hold themselves out to the public as
investment advisors.
15. The Investment Company Act
- Two Applicable Exemptions
• 3(c)(1) Fund Exemption
– The reference to “3(c)(1)” is to an exclusion from
registration as an investment company pursuant to
Section 3(c)(1) of the Investment Company Act (the
purpose of this Act is to generally regulates mutual fund).
– A Fund will not have to register under the Investment
Company Act if its outstanding securities are not owned
by more than 100 persons.
• Counting to 100 is not as straightforward as it might
seem.
• Sometimes the rules force a fund to “look through” an
entity investor and count each of the underlying
beneficial owners of the entity based on certain
percentage tests which may increase the number of
investors which count against the 100 investor limit.
16. 3(c)(7) Fund Exemption
• The reference to “3(c)(7)” is to an exclusion from
registration as an investment company pursuant to
Section 3(c)(7) of the Investment Company Act.
• This exclusion is available for a Fund which limits its
limited partners to individual investors (“Qualified
Purchasers”) who own not less than $5,000,000 in
investments, and to entities which own not less than
$25,000,000 in investments, as defined by the SEC.
• An entity that has less than $25,000,000, but which is
beneficially owned by persons who are Qualified
Purchasers may also be considered a Qualified
Purchaser.
• A 3(c)(7) Fund is limited to under 500 investors.
17. Securities Act of 1934
• Funds with 500 investors and $10,000,000 in
equity must register.
18. ERISA
• If 25% or more of in a Fund are held by
“benefit plan investors”, the Fund is subject to
undesirable ERISA constraints unless it
qualifies as a “venture capital operating
company” or as a “real estate operating
company”.
19. Fund Documentation
• Private Placement Memorandum.
• Limited Partnership Agreement.
• Subscription Agreement - Investor Suitability
Questionnaire.
• Secondary Documents:
– Asset/ Investment Management Agreement
– Side Letters
– GP Operating Agreement
– Third Party Administrator/Back Office Agreements
20. Accredited Investors
• $1 million in net worth or $200k single in last
2 years ($300k if married in last 2 years).
• Generally, only accredited investors are
offered LP interests and admitted as a LP.
The traditional wisdom is that accredited
investors are less likely to sue than non-
accredited investors and juries are less
sympathetic to accredited investors than they
are to nonaccredited investors.
21. Summary - Launching a
Private Equity Fund
• Create term sheet and fund documentation.
• Meet with prospective LPs to explain
opportunity/strategy and communicate terms
of offering.
• Identify lead anchor LPs and pre-negotiate
final offering terms.
• Circulate final documentation.
22. C. Craig Lilly
600 Hansen Way
Palo Alto, California 94304-1043
650.843.3232
This presentation is intended only as a general
discussion and should not be regarded as legal
advice. For more information, please contact Craig
Lilly at 650.843.3232.