This limited-seat luncheon brings some of Boston’s most experienced attorneys to provide two hours of deep instruction to entrepreneurs struggling to understand the complexity of high growth investments. Sample terms sheets will be provided and analyzed.
Working lunch programs are hosted by TCN’s professional service sponsors to provide tactical level information designed to accelerate the fundraising process.
Experts:
Will Perkins – Bingham McCutchen
Jason Rodriguez – Bingham McCutchen
Yaroslav Rozhankivskyy: Три складові і три передумови максимальної продуктивн...
Coming to Terms with Angel & Venture Term Sheets
1. Understanding Angel
and Venture Term
Sheets:
William Perkins, Partner
Siena Colegrave, AssociateApril 17, 2014
A Play in Three Acts
2. CAST & SETTING
CAST
Entrepreneur..................................................................Siena Colegrave
Siena, an engineer by training, spent many years in the labs of a large technology company. She is
now leading a group of her former work colleagues into a new tech start-up. Having spotted the
growing interest in electric cars, Siena and her team have developed a product that sits between the
power source (i.e., wall plug) and the car charging port that speeds charge times by 30%-50% (in
early lab tests of a crude prototype). SpeedyCharge needs $500-750,000 to develop a beta version
of the product and place it with a local electric car club who have signed on to beta test it.
Angel Investor........................................................................ Will Perkins
Will, a lawyer by training, now spends his time investing in early-stage growth companies as an angel
and, together with his group of old friends, functions almost as an angel fund.
SETTING
Having been introduced through a mutual connection, Siena and Will are meeting in person for the first time
at a local craft beer hall to discuss and negotiate terms for an angel investment round led by Will. Prior to
this meeting, Siena and Will had a long “meeting” via teleconference where Siena walked Will through
SpeedyCharge’s pitch deck and his business model. Will showed a willingness to invest, but Will wanted to
meet in person to negotiate terms.
3. ACT I
Will and Julio meet at The Beer Hall and jump right into their negotiation. Things quickly turn
to valuation...
Key Terms
• LLC ❒
• Corporation ❒
• Founders ❒
• Valuation ❒
• Cap table ❒
• Pre-money ❒
• Post-money ❒
• Convertible notes ❒
• Preferred stock ❒
• Priced round ❒
• Conversion cap ❒
4. ACT II
With valuation and structure settled, Will and Julio turn to other key terms and topics...
Key Terms
• Option Pool ❒
• Vesting ❒
• Pre-emptive rights ❒
• Blocking rights ❒
• Protective provisions ❒
• Board seat ❒
• Observer ❒
5. ACT III
Things are wrapping up...
Key Terms
• Information rights ❒
• Timing ❒
• Drafting ❒
• Counsel ❒
• Expenses ❒
6. ACT IV
What didn’t come up...
Key Terms
• Dividends ❒
• Participating ❒
preferred
• Anti-dilution ❒
• Weighted-average ❒
• Registration rights ❒
• Full ratchet ❒
• ROFR ❒
• Co-sale ❒
• Drag ❒
7. Other Resources
• The National Venture Capital Association’s “‘template’ set of model legal documents for
venture capital investments” are available at:
http://www.nvca.org
• Series Seed documents are designed to simply seed rounds and are almost “venture-
lite” documents. They are available at:
http://www.seriesseed.com
• The model documents, while instructive and prepared with some helpful annotations, are
no substitute for a thorough discussion/translation by your own counsel
9. Why Bingham for Emerging Growth
Companies?
• Recognized as having a National Tier 1 Venture Capital Practice
for 2014 by Best Lawyers/U.S News and World Report
• Regularly refer prospective investment opportunities to our venture
capital clients and contacts
• International funds experience
• Clients rely on us not only for legal advice but also for a
reasonable, practical approach
• Extensive corporate and operational experience
• We bring the “A Team”
• No “bait and switch”
• Focus on value added, cost-effective services
10. • Bingham has extensive experience representing early stage
companies in:
• Formation
• Financing
• Licensing and technology transfer
• Patent strategy and prosecution
• Commercial contracts
• Equity plans
• We also represent venture capital funds in:
• Organizational matters
• Negotiating and documenting their investments in portfolio companies
• Representing clients in multiple rounds of preferred stock and other
financings
• Investing in “seed” stage, mid-stage and later-stage companies
Why Bingham for Emerging Growth
Companies?
13. Will Perkins
Will Perkins concentrates his practice on general corporate matters and licensing matters, with an
emphasis on strategic investments, mergers and acquisitions, structuring and financing new
ventures, and public and private offerings of securities, including representation of both financial and
strategic buyers. He represents both public and private companies, as well as private equity funds,
in a wide range of transactions including venture capital financings; in-licensing and out-licensing
transactions; product manufacturing and distribution arrangements and initial public offerings and
follow-on public offerings of equity and debt securities.
Siena Colegrave
Siena Colegrave is developing her practice advising both public and private companies on a broad
range of corporate matters, including structuring and financing new ventures, mergers and
acquisitions for financial and strategic buyers, structuring and financing new ventures, equity
offerings, securities law compliance, and corporate governance issues.
Before joining Bingham, Siena worked at Linklaters, LLP in both London and Hong Kong, where she
gained experience representing public and private companies in mergers and acquisitions, advising
on general corporate matters, and advising on financial regulatory matters.