This presentation discusses what entrepreneurs need to do to prepare their Company for investment by angel investors and venture capitalists. For legal counsel in this area, contact Attorney Robert Adelson at rob@attorneyadelson.com. Visit https://executiveemploymentattorney.com for more publications by Attorney Robert Adelson.
The document provides an overview of intellectual property issues that are important for startups, including what types of intellectual property exist, how to determine ownership of intellectual property, and common contractual provisions and other legal issues that startups should be aware of such as open source licensing, restrictions on business, and privacy concerns. It was presented by attorneys from Fenwick & West LLP, a law firm that focuses on technology companies, to provide a basic introduction to intellectual property issues relevant to startups.
Five Things About Five Things That Every Start Should KnowFredrikson & Byron
This document summarizes key considerations for startups presented by attorneys from Fredrikson & Byron law firm. It discusses:
1) Choosing an entity, founder vesting, assigning intellectual property, and allocating equity fairly between founders.
2) Raising money legally, avoiding misrepresentations to investors, understanding different securities, and balancing investor rights.
3) Properly classifying employees vs. contractors, obtaining intellectual property assignments, using equity grants and severance appropriately.
4) Repeatedly obtaining intellectual property assignments, using open source software carefully, deciding on patent strategy, and using confidentiality agreements.
5) Preparing for an exit from the start by considering how founders and investors will realize
This document provides an overview of capitalization structures for corporations. It discusses common stock and preferred stock, how shares are authorized and created, vesting of founders' shares, option pools, and maintaining accurate stock records like a capitalization table. Maintaining good records of shares authorized, issued, outstanding and stock options is important for transactions and inquiries about ownership. A capitalization table example is provided to illustrate how shares are tracked on a fully diluted basis.
Incorporation Stage Issues and Seed Financings Overview w/ Kristine Di BaccoStanford Venture Studio
Which legal entity is best for your startup company? How should you deal with founder stock and other incorporation issues? How should you structure a seed investment? Kristine Di Bacco, Partner at Fenwick & West, will help you answer these important questions, and others, as you think about the process of incorporating and raising seed financing.
Selling a Private Company: An Executive Guide to Help Prepare and Manage a Pr...Fenwick & West
In this presentation, Fenwick & West partner Kris Withrow highlights the process and negotiation strategies that drive value and the key steps and hot-button issues that ensure there are no skeletons in the business that could leave your team or counsel flat-footed.
Legal Considerations for Technology EntrepreneursFenwick & West
Fenwick partner Dan Dorosin reviews the legal issues tech entrepreneurs face along the road from idea to successful enterprise. Learn more about when a lawyer typically gets involved and why and the key steps in a startup’s corporate life cycle—including company formation, founding team considerations, equity allocation, founder equity arrangements and the financing process.
There are numerous pitfalls to launching a startup: losing intellectual property rights, overcomplicating the financing, failing to establish the ground rules with co-founders, and more. Fenwick partner Andy Albertson shares tips for planning and building a successful business in this presentation given at UW CoMotion. Topics include IP rights, employment contracts, formation best practices, initial capitalization issues, compliance with securities laws, retaining founders and key employees, and building a strong board.
C. Matthew Schulz, a partner at Dentons law firm and chair of their Global Mobility and US Immigration practices, gave a presentation on starting a business as an international student. The presentation covered various visa options for international students looking to own or work for a business in the US, including visas designed for business owners like E-1, E-2, and EB5 visas, visas that do not require employment like EB1A and EB2, and visas for employees like F-1, J-1, H-1B, L-1, and various employment-based immigrant visas. Schulz emphasized that active involvement rather than just passive ownership is the issue, and discussed factors
The document provides an overview of intellectual property issues that are important for startups, including what types of intellectual property exist, how to determine ownership of intellectual property, and common contractual provisions and other legal issues that startups should be aware of such as open source licensing, restrictions on business, and privacy concerns. It was presented by attorneys from Fenwick & West LLP, a law firm that focuses on technology companies, to provide a basic introduction to intellectual property issues relevant to startups.
Five Things About Five Things That Every Start Should KnowFredrikson & Byron
This document summarizes key considerations for startups presented by attorneys from Fredrikson & Byron law firm. It discusses:
1) Choosing an entity, founder vesting, assigning intellectual property, and allocating equity fairly between founders.
2) Raising money legally, avoiding misrepresentations to investors, understanding different securities, and balancing investor rights.
3) Properly classifying employees vs. contractors, obtaining intellectual property assignments, using equity grants and severance appropriately.
4) Repeatedly obtaining intellectual property assignments, using open source software carefully, deciding on patent strategy, and using confidentiality agreements.
5) Preparing for an exit from the start by considering how founders and investors will realize
This document provides an overview of capitalization structures for corporations. It discusses common stock and preferred stock, how shares are authorized and created, vesting of founders' shares, option pools, and maintaining accurate stock records like a capitalization table. Maintaining good records of shares authorized, issued, outstanding and stock options is important for transactions and inquiries about ownership. A capitalization table example is provided to illustrate how shares are tracked on a fully diluted basis.
Incorporation Stage Issues and Seed Financings Overview w/ Kristine Di BaccoStanford Venture Studio
Which legal entity is best for your startup company? How should you deal with founder stock and other incorporation issues? How should you structure a seed investment? Kristine Di Bacco, Partner at Fenwick & West, will help you answer these important questions, and others, as you think about the process of incorporating and raising seed financing.
Selling a Private Company: An Executive Guide to Help Prepare and Manage a Pr...Fenwick & West
In this presentation, Fenwick & West partner Kris Withrow highlights the process and negotiation strategies that drive value and the key steps and hot-button issues that ensure there are no skeletons in the business that could leave your team or counsel flat-footed.
Legal Considerations for Technology EntrepreneursFenwick & West
Fenwick partner Dan Dorosin reviews the legal issues tech entrepreneurs face along the road from idea to successful enterprise. Learn more about when a lawyer typically gets involved and why and the key steps in a startup’s corporate life cycle—including company formation, founding team considerations, equity allocation, founder equity arrangements and the financing process.
There are numerous pitfalls to launching a startup: losing intellectual property rights, overcomplicating the financing, failing to establish the ground rules with co-founders, and more. Fenwick partner Andy Albertson shares tips for planning and building a successful business in this presentation given at UW CoMotion. Topics include IP rights, employment contracts, formation best practices, initial capitalization issues, compliance with securities laws, retaining founders and key employees, and building a strong board.
C. Matthew Schulz, a partner at Dentons law firm and chair of their Global Mobility and US Immigration practices, gave a presentation on starting a business as an international student. The presentation covered various visa options for international students looking to own or work for a business in the US, including visas designed for business owners like E-1, E-2, and EB5 visas, visas that do not require employment like EB1A and EB2, and visas for employees like F-1, J-1, H-1B, L-1, and various employment-based immigrant visas. Schulz emphasized that active involvement rather than just passive ownership is the issue, and discussed factors
This document discusses proxy advisory firms and their role in shareholder voting. Proxy advisory firms provide recommendations to institutional investors on how to vote their shares at annual general meetings. They analyze company disclosures and proposals to issue reports advising clients on key matters like executive compensation and director elections. While proxy advisors influence many shareholder votes, their recommendations are not binding and clients maintain final voting discretion. The document also outlines regulations for proxy advisors and compares their pros and cons.
This document summarizes key considerations for preparing for an initial public offering (IPO) including:
1) Hiring various advisors such as legal counsel, investment bankers, auditors is important to guide the process.
2) Conducting due diligence to evaluate legal risks and restructure if needed before going public.
3) Understanding post-IPO compliance requirements like insider trading rules and financial reporting.
4) Properly selecting and coordinating advisors can help ensure a successful IPO.
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...Financial Poise
Congratulations. You are a founder of a company and you have just been given an hour to ask several experts anything you want about the subject. Some questions will certainly focus on IP, since intellectual property is so important to so many businesses. Some questions will touch on outsourcing- perhaps of manufacturing, perhaps of certain other functions. Formation, capital raising, and HR are also fair game. And since the panel includes two attorneys, you can be sure that the conversation will cover both the business and legal aspects of the various topics discussed. The panel will also discuss planning for incremental growth; and, while pandemic continues, the availability of PPP loans and governmental assistance.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/what-every-founder-entrepreneur-must-know-2021/
Splitting equity among founders, team members, and other parties can often be a challenging process fraught with pitfalls for many startups.
The speaker will discuss the following issues:
1) the different types of shares available for issuance to founders and rights associated with such shares
2) the issues most commonly taken into account in connection with allocation of equity among the founding team
3) the common mistakes made by founders at the equity allocation stage and best practices for founders to follow at the entity formation stage
and more!
This document discusses key considerations for a management team pursuing a management buyout (MBO) with private equity investment. It emphasizes getting documentation and the business fundamentals in order before negotiations. Key points include preparing a robust business plan, choosing a strong management team, protecting intellectual property and contracts, and ensuring the business can function independently after the buyout. Understanding private equity investors' need for protection while allowing management flexibility is also important.
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 Jason Putnam Gordon 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 much, much more
Alliance Advisors is a shareholder communications firm specializing in proxy solicitation and governance consulting founded in 2005. The firm assists over 200 clients, including Fortune 500 companies, with shareholder activism matters. The document discusses trends in shareholder activism such as more activists seeking minority board representation rather than control and the impact of poor stock performance on vulnerability to activism. It also provides an overview of ISS' framework for evaluating proxy contests and contested mergers and outlines considerations for companies facing shareholder activism.
Fund raising for real estate posiview 10_sep14_sims edpreddvise
The document discusses various options for real estate developers to raise funds, including debt financing and equity financing. It explains the differences between debt financing such as bank loans and construction finance, and equity financing such as private equity investments at the project level or company level. Private equity has grown in importance for fund raising and offers advantages like risk sharing but comes with higher costs and investor expectations. Special purpose vehicles (SPVs) are often used for private equity investments in specific projects. The impacts of different funding avenues like their costs, terms, and effects on industry perception are also compared.
Preparing for Early Stage Financing - Pedley, Millin & Gordinier - June 11, 2013almillin
Presentation from a June 11, 2013 workshop titled “Preparing for Early Stage Financing”. Topics covered include:
1. Creating a compelling investor package and preparing for investor presentations
2. Evaluating the sources of financing and legal structures for each stage of a company’s lifecycle
3. Negotiating a term sheet – a deep dive into the key legal provisions and their impact
4. Understanding the different set of documents that comprise the “Definitive Documentation”
5. Preparing for the due diligence process
6. Complying with federal and state regulatory requirements
Forming a Company: How to Start a Business (SERIES: One Hour Law School 2018)Financial Poise
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/view-webinar/?id=266157173&slides=Zexv5CoEVKZsN
Starting a business can be an exciting time but requires careful planning to avoid foreseeable pitfalls. Careful drafting of formation documents can provide stability as the business launches and can also prevent many future issues. However, there is no one-size-fits-all entity that works for all businesses.
Be it a corporation, limited liability company, partnership, or solo proprietorship, numerous factors must be considered to ensure as the correct entity is chosen for your new company. Chief among these considerations are tax implications (pass-through vs. corporate taxation), personal liability (limited vs. unlimited), and the ability to maintain control of the business. Additionally, founders should be educated on the rules regarding capital raising, as well as what, if any, fiduciary duties they owe and to whom. This webinar provides guidance on each of these considerations.
AIT Startup Lecture Series: Set up your Startup - N. AntoniouAIT_Communications
Christina Tsakona presenting at AIT's Startup Lecture Series - Steps to Success: “Set Up Your Start Up - Investment Term Sheets in Greece/ Europe/ US”.
In collaboration with AIT and CoLab@AIT, this event focused on investment term sheets. A team of attorneys analyze the basic legal terms in investment term sheets and convertible notes for startup companies that are about to or wish to raise funds from Greek, European or US investors.
The document discusses the due diligence process for mergers and acquisitions (M&A). It outlines that due diligence involves a comprehensive investigation of the target company, including its business, financial, legal, operational, technological and environmental aspects. The process flow includes implementing due diligence, submitting a final proposal based on findings, negotiating agreements, and closing the transaction pending verification of conditions. Due diligence helps investors analyze information from the target company's data room and ensure representations and warranties are accurate before finalizing an M&A deal.
Slides and notes from the MaRS Startup Investor Workshop. The event took place on September 26th, 2016 and featured Mark Skapinker from Brightspark, David Shore from OurCrowd and Salim Teja from MaRS.
Startup Basics: Legal, Business, and Financing StrategiesRoger Royse
This document provides an overview of startup basics related to legal structures, business strategies, and financing. It discusses key considerations for founders around choosing an entity structure like an LLC, S-Corp, or C-Corp. It also covers topics such as founder equity allocation, common stock types, capitalization tables, and valuation. Additionally, the document summarizes early stage funding sources, tax implications, and venture capital term sheet negotiations. Crowdfunding regulations and opportunities are also reviewed at a high-level.
7.23.20 How to Raise Seed Funding for Your Startup: Convertible Notes and S...ideatoipo
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 Jason Putnam Gordon 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
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli’s San Francisco office. Jason has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
In his practice, he regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. With industry focuses on consumer goods and technology, because of his broad skill set and deep network, Jason regularly works in wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology.
Jason works with companies based locally, elsewhere in the U.S. and internationally. Jason brings a unique skill set to the negotiating table and to litigation-minimization strategies in the board room. He started his career as a federal law clerk in the United States District Court for the Eastern District of Pennsylvania and then continued as a litigator handling corporate, securities, intellectual property, and commercial litigation before establishing a transactional practice.
Outside of the office, Jason is dedicated to his family and has a passion for skydiving and indoor body flight.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
The document provides information on forming a small business, including:
- Choosing an appropriate corporate form such as a sole proprietorship, partnership, C corporation, LLC, or PLLC/PLLP, considering factors like personal liability protection, taxation, and structure.
- Obtaining financing by selling equity privately to sophisticated investors or through personal loans and guarantees.
- The logistics of running the daily operations of a small business, which involves tasks like paying taxes, understanding labor laws, and using accounting software.
- Strategic considerations like partnering with others, obtaining mentors, and where to incorporate the business.
Dean-Willcocks Advisory arguably boasts one of Australia’s most professional boutique insolvency and business advisory teams. Principals, Ron Dean-Willcocks, Anthony Elkerton and Cameron Gray have combined experience of over 80 years. With a dedicated team of genuine professionals and a strong work ethic, Dean-Willcocks Advisory has the ability to achieve the best possible outcome.
How to start a private equity fund cummings finalCummings
The document discusses key considerations for setting up a private equity fund, including obtaining necessary regulatory authorization, establishing an appropriate fund structure and jurisdiction, determining eligible investors, and arranging service providers. It notes that a private equity fund typically takes around three months to establish, and requires seeking professional legal and tax advice to properly address regulatory requirements and optimize the fund's structure.
Royse Law Firm and BNY Mellon Wealth Management discuss the various legal, tax, and financial scenarios to consider when selling your business.
- Is this a good time in the global economic environment to be planning an exit?
- What personal financial planning is necessary to maximize the benefit of this exit for my family and me?
- What legal, tax, and financial due diligence is critical to ensuring a successful exit?
- What are the key elements to successfully selling your business?
This document provides guidance on negotiating with potential investors. It outlines the typical investment process timeline of 3-6 months and factors that can cause delays, such as an investor's schedule or lack of due diligence materials. It recommends being prepared with documents, exceeding expectations, and disclosing potential issues. The document also discusses confidentiality agreements, investment committees, financial models, and conducting thorough due diligence by providing all requested documents and materials. Overall, it advises finding the right investor fit and having open communication throughout the process.
Private Equity and Venture Capital Investment AgreementsJanice Lederman
The document summarizes key aspects of private equity and venture capital investment agreements. It discusses deal structures, essential term sheet elements, due diligence processes, equity purchase agreement terms, warrants, management equity, down-road financing issues and exit strategies. Specific issues covered include valuation, security attributes, representations and warranties, indemnities, remedies, collateral agreements and sample clause provisions.
This document discusses proxy advisory firms and their role in shareholder voting. Proxy advisory firms provide recommendations to institutional investors on how to vote their shares at annual general meetings. They analyze company disclosures and proposals to issue reports advising clients on key matters like executive compensation and director elections. While proxy advisors influence many shareholder votes, their recommendations are not binding and clients maintain final voting discretion. The document also outlines regulations for proxy advisors and compares their pros and cons.
This document summarizes key considerations for preparing for an initial public offering (IPO) including:
1) Hiring various advisors such as legal counsel, investment bankers, auditors is important to guide the process.
2) Conducting due diligence to evaluate legal risks and restructure if needed before going public.
3) Understanding post-IPO compliance requirements like insider trading rules and financial reporting.
4) Properly selecting and coordinating advisors can help ensure a successful IPO.
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...Financial Poise
Congratulations. You are a founder of a company and you have just been given an hour to ask several experts anything you want about the subject. Some questions will certainly focus on IP, since intellectual property is so important to so many businesses. Some questions will touch on outsourcing- perhaps of manufacturing, perhaps of certain other functions. Formation, capital raising, and HR are also fair game. And since the panel includes two attorneys, you can be sure that the conversation will cover both the business and legal aspects of the various topics discussed. The panel will also discuss planning for incremental growth; and, while pandemic continues, the availability of PPP loans and governmental assistance.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/what-every-founder-entrepreneur-must-know-2021/
Splitting equity among founders, team members, and other parties can often be a challenging process fraught with pitfalls for many startups.
The speaker will discuss the following issues:
1) the different types of shares available for issuance to founders and rights associated with such shares
2) the issues most commonly taken into account in connection with allocation of equity among the founding team
3) the common mistakes made by founders at the equity allocation stage and best practices for founders to follow at the entity formation stage
and more!
This document discusses key considerations for a management team pursuing a management buyout (MBO) with private equity investment. It emphasizes getting documentation and the business fundamentals in order before negotiations. Key points include preparing a robust business plan, choosing a strong management team, protecting intellectual property and contracts, and ensuring the business can function independently after the buyout. Understanding private equity investors' need for protection while allowing management flexibility is also important.
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 Jason Putnam Gordon 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 much, much more
Alliance Advisors is a shareholder communications firm specializing in proxy solicitation and governance consulting founded in 2005. The firm assists over 200 clients, including Fortune 500 companies, with shareholder activism matters. The document discusses trends in shareholder activism such as more activists seeking minority board representation rather than control and the impact of poor stock performance on vulnerability to activism. It also provides an overview of ISS' framework for evaluating proxy contests and contested mergers and outlines considerations for companies facing shareholder activism.
Fund raising for real estate posiview 10_sep14_sims edpreddvise
The document discusses various options for real estate developers to raise funds, including debt financing and equity financing. It explains the differences between debt financing such as bank loans and construction finance, and equity financing such as private equity investments at the project level or company level. Private equity has grown in importance for fund raising and offers advantages like risk sharing but comes with higher costs and investor expectations. Special purpose vehicles (SPVs) are often used for private equity investments in specific projects. The impacts of different funding avenues like their costs, terms, and effects on industry perception are also compared.
Preparing for Early Stage Financing - Pedley, Millin & Gordinier - June 11, 2013almillin
Presentation from a June 11, 2013 workshop titled “Preparing for Early Stage Financing”. Topics covered include:
1. Creating a compelling investor package and preparing for investor presentations
2. Evaluating the sources of financing and legal structures for each stage of a company’s lifecycle
3. Negotiating a term sheet – a deep dive into the key legal provisions and their impact
4. Understanding the different set of documents that comprise the “Definitive Documentation”
5. Preparing for the due diligence process
6. Complying with federal and state regulatory requirements
Forming a Company: How to Start a Business (SERIES: One Hour Law School 2018)Financial Poise
To view the accompanying webinar, go to: https://www.financialpoise.com/financialpoisewebinars/view-webinar/?id=266157173&slides=Zexv5CoEVKZsN
Starting a business can be an exciting time but requires careful planning to avoid foreseeable pitfalls. Careful drafting of formation documents can provide stability as the business launches and can also prevent many future issues. However, there is no one-size-fits-all entity that works for all businesses.
Be it a corporation, limited liability company, partnership, or solo proprietorship, numerous factors must be considered to ensure as the correct entity is chosen for your new company. Chief among these considerations are tax implications (pass-through vs. corporate taxation), personal liability (limited vs. unlimited), and the ability to maintain control of the business. Additionally, founders should be educated on the rules regarding capital raising, as well as what, if any, fiduciary duties they owe and to whom. This webinar provides guidance on each of these considerations.
AIT Startup Lecture Series: Set up your Startup - N. AntoniouAIT_Communications
Christina Tsakona presenting at AIT's Startup Lecture Series - Steps to Success: “Set Up Your Start Up - Investment Term Sheets in Greece/ Europe/ US”.
In collaboration with AIT and CoLab@AIT, this event focused on investment term sheets. A team of attorneys analyze the basic legal terms in investment term sheets and convertible notes for startup companies that are about to or wish to raise funds from Greek, European or US investors.
The document discusses the due diligence process for mergers and acquisitions (M&A). It outlines that due diligence involves a comprehensive investigation of the target company, including its business, financial, legal, operational, technological and environmental aspects. The process flow includes implementing due diligence, submitting a final proposal based on findings, negotiating agreements, and closing the transaction pending verification of conditions. Due diligence helps investors analyze information from the target company's data room and ensure representations and warranties are accurate before finalizing an M&A deal.
Slides and notes from the MaRS Startup Investor Workshop. The event took place on September 26th, 2016 and featured Mark Skapinker from Brightspark, David Shore from OurCrowd and Salim Teja from MaRS.
Startup Basics: Legal, Business, and Financing StrategiesRoger Royse
This document provides an overview of startup basics related to legal structures, business strategies, and financing. It discusses key considerations for founders around choosing an entity structure like an LLC, S-Corp, or C-Corp. It also covers topics such as founder equity allocation, common stock types, capitalization tables, and valuation. Additionally, the document summarizes early stage funding sources, tax implications, and venture capital term sheet negotiations. Crowdfunding regulations and opportunities are also reviewed at a high-level.
7.23.20 How to Raise Seed Funding for Your Startup: Convertible Notes and S...ideatoipo
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 Jason Putnam Gordon 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
Jason Putnam Gordon is a results-oriented corporate attorney practicing in the Venture Capital and Emerging Growth Companies group in Polsinelli’s San Francisco office. Jason has a passion for working with experienced entrepreneurs and executives to make their vision a reality.
In his practice, he regularly represents companies throughout their life cycle in matters related to venture capital financing, strategic corporate relationships, corporate formation, complex mergers and acquisitions, sales, and divestitures. With industry focuses on consumer goods and technology, because of his broad skill set and deep network, Jason regularly works in wide array of verticals including artificial intelligence, virtual reality, augmented reality, video games, software, hardware, life sciences, the internet of things and agricultural technology.
Jason works with companies based locally, elsewhere in the U.S. and internationally. Jason brings a unique skill set to the negotiating table and to litigation-minimization strategies in the board room. He started his career as a federal law clerk in the United States District Court for the Eastern District of Pennsylvania and then continued as a litigator handling corporate, securities, intellectual property, and commercial litigation before establishing a transactional practice.
Outside of the office, Jason is dedicated to his family and has a passion for skydiving and indoor body flight.
If you have any questions regarding the content of this presentation, you can reach Jason at:
JGordon@polsinelli.com
The document provides information on forming a small business, including:
- Choosing an appropriate corporate form such as a sole proprietorship, partnership, C corporation, LLC, or PLLC/PLLP, considering factors like personal liability protection, taxation, and structure.
- Obtaining financing by selling equity privately to sophisticated investors or through personal loans and guarantees.
- The logistics of running the daily operations of a small business, which involves tasks like paying taxes, understanding labor laws, and using accounting software.
- Strategic considerations like partnering with others, obtaining mentors, and where to incorporate the business.
Dean-Willcocks Advisory arguably boasts one of Australia’s most professional boutique insolvency and business advisory teams. Principals, Ron Dean-Willcocks, Anthony Elkerton and Cameron Gray have combined experience of over 80 years. With a dedicated team of genuine professionals and a strong work ethic, Dean-Willcocks Advisory has the ability to achieve the best possible outcome.
How to start a private equity fund cummings finalCummings
The document discusses key considerations for setting up a private equity fund, including obtaining necessary regulatory authorization, establishing an appropriate fund structure and jurisdiction, determining eligible investors, and arranging service providers. It notes that a private equity fund typically takes around three months to establish, and requires seeking professional legal and tax advice to properly address regulatory requirements and optimize the fund's structure.
Royse Law Firm and BNY Mellon Wealth Management discuss the various legal, tax, and financial scenarios to consider when selling your business.
- Is this a good time in the global economic environment to be planning an exit?
- What personal financial planning is necessary to maximize the benefit of this exit for my family and me?
- What legal, tax, and financial due diligence is critical to ensuring a successful exit?
- What are the key elements to successfully selling your business?
This document provides guidance on negotiating with potential investors. It outlines the typical investment process timeline of 3-6 months and factors that can cause delays, such as an investor's schedule or lack of due diligence materials. It recommends being prepared with documents, exceeding expectations, and disclosing potential issues. The document also discusses confidentiality agreements, investment committees, financial models, and conducting thorough due diligence by providing all requested documents and materials. Overall, it advises finding the right investor fit and having open communication throughout the process.
Private Equity and Venture Capital Investment AgreementsJanice Lederman
The document summarizes key aspects of private equity and venture capital investment agreements. It discusses deal structures, essential term sheet elements, due diligence processes, equity purchase agreement terms, warrants, management equity, down-road financing issues and exit strategies. Specific issues covered include valuation, security attributes, representations and warranties, indemnities, remedies, collateral agreements and sample clause provisions.
This document summarizes key aspects of negotiating and closing a venture capital deal. It outlines both the pros and cons of accepting VC funding. It then describes the typical investment process, including negotiating a term sheet, conducting due diligence, and signing legal agreements such as a shareholders agreement. Finally, it discusses important terms that are usually negotiated, such as board representation, liquidation preferences, and typical investor rights like tag-along and drag-along rights.
The document discusses private equity investment in Trinidad and Tobago. It outlines why private equity is an important source of funding, the importance of private equity operations, and why current market conditions make it a favorable time for private equity investing. It also covers the private placement process, current challenges, goals to achieve private equity success, risks to investors and companies, due diligence needs, and possible exit strategies. The conclusion reiterates that private equity can be an important source of funds and is an important product for banks to offer, especially given current market conditions.
This document provides an overview of topics relevant to early-stage startups seeking funding, including when to incorporate, what investors examine in due diligence, and common terms in funding agreements. It recommends incorporating with legal counsel to limit personal liability, establish clear ownership of intellectual property, and facilitate a smooth due diligence process for investors. Key points covered include the differences between equity and debt financing, typical preferred stock terms like valuation, liquidation preference, and protective provisions, and debt financing terms such as interest rates, maturity dates, and conversion qualifications. The document emphasizes being prepared with organized corporate records to impress investors and simplify closing a round of funding.
This document provides an overview of topics relevant to early-stage startups seeking funding, including when to incorporate, what investors examine in due diligence, and common terms in funding agreements. It recommends incorporating with legal counsel to limit personal liability, establish clear ownership of intellectual property, and facilitate a smooth due diligence process for investors. Key points covered include the differences between equity and debt financing, typical preferred stock terms like valuation, liquidation preference, and protective provisions, and debt financing terms such as interest rates, maturity dates, and conversion qualifications. The document emphasizes being prepared with organized corporate records to impress investors and simplify closing a round of funding.
Terms and Trends in Venture Financings from across WilmerHaleWilmerHale
This document discusses trends in venture capital financing terms that favor founders over investors. Specifically, it notes that founders now have more leverage in early seed financings to avoid investor control provisions. It also notes that investors are more flexible on key terms and are increasingly accepting of founder liquidity and stock sales. Finally, it discusses how founders who contribute significant personal capital upfront are seeking ways to gain more influence in financings.
The document discusses various business succession planning techniques for business owners looking to exit their companies. It covers exit planning, why timing is important, challenges during and after life, and techniques like buy-sell agreements, family limited partnerships, non-qualified deferred compensation plans, employee stock ownership plans, and 412i defined benefit pension plans. The goal is to help owners transfer their businesses and maximize value while addressing tax and legal issues.
Buying or Selling a Business + Capital Raisingsdannyadno
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This document discusses different forms of business organization including sole proprietorships, partnerships, companies, and trusts. It outlines the key characteristics, advantages, disadvantages, and registration processes for each type. Sole proprietorships are owned and managed by one person who has unlimited liability. Partnerships involve two or more owners who share profits and losses and have unlimited liability. Companies provide limited liability for owners and can exist indefinitely. Trusts involve property held by a trustee for the benefit of beneficiaries. The document also covers intellectual property laws and types of intellectual property like patents, trademarks, copyright, and trade secrets.
A Comprehensive Guide to Launching Your Business: Company IncorporationJSE Offices Singapore
Company Incorporation :- Looking to start your own business? Let us help! Our consultation services specialize in company incorporation, making the process simple and hassle-free. With our expertise and guidance, you can focus on building your business while we take care of the legalities. Contact us today to learn more and get started on your entrepreneurial journey!
The document discusses different forms of business ownership - sole proprietorship, partnership, and corporation. It outlines the key advantages and disadvantages of each form. Sole proprietorship is easiest to form but the owner has unlimited liability. Partnership allows for pooling of skills but partners have unlimited liability. Corporation provides limited liability but is more expensive to form due to legal requirements. The choice of form depends on factors like resources, objectives, and liability considerations.
This webinar discusses resolving shareholder disputes. The panel of experts explores different types of shareholder disputes that can arise such as operational or managerial differences, financial disagreements, or perceived inequity. Common claims in shareholder disputes include breach of contract, breach of fiduciary duty, fraud, and self-dealing. Methods for resolving disputes include mediation, arbitration, litigation, and alternative remedies like compelling a buy-out. Standards of value and valuation approaches are important considerations when valuing a shareholder's interest. Proper buy-sell agreements and other contractual terms can help prevent and prepare for potential shareholder disputes.
This presentation, from the Invest for the Future Conference on January 25, 2011, aims to help women entrepreneurs increase access to finance for their business by explaining Private Equity (PE) in easy to understand terms.
The presentation discusses what PE is, how it can be used to finance or start up your business, and what to expect in a base-case PE deal.
Thanks,
IFTF Team
This document summarizes key aspects of financing for media and entertainment businesses. It addresses whether a studio is a publisher or distributor, and what types of contracts are involved in work for hire, development, and completion financing deals. It also discusses growth investment from angels to VCs, including legal documentation like subscription agreements and articles of association. Key concerns for investors addressed include warranties, consent rights, information rights, and protections against dilution or a bad exit. The document is intended to provide a legal perspective on different stages of financing in the media industry.
Slides and notes from the MaRS Startup Investor Workshop. The event took place on September 30th, 2016 and featured Mark Skapinker and Sophie Forest from Brightspark, David Shore from OurCrowd.
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1. PREPARING
YOUR COMPANY FOR
INVESTMENT
…
ANGEL & VC
TERM SHEET
NEGOTIATIONS
…
POST-DEAL RELATIONS
By Robert A. Adelson, Esq.
Partner, Engel & Schultz, LLP
265 Franklin Street, Boston, Massachusetts
www.executiveemploymentattorney.com
Supplement to presentation on
“Term Sheet Basics and Negotiating the Deal”
TiE SRA Leadership Workshop
Waltham, Massachusetts
June 21, 2008