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Venture Deals Be Smarter Than Your Lawyer & Venture Capitalist

Год выпуска: 2011
Автор: Brad Feld

Synopses & Reviews

Publisher Comments

Praise for Venture Deals

"My biggest nightmare is taking advantage of an entrepreneur without even realizing it. It happens because VCs are experts in financings and most entrepreneurs are not. Brad and Jason are out to fix that problem with Venture Deals. This book is long overdue and badly needed."

Fred Wilson, Managing Partner, Union Square Ventures

"Feld and Mendelson pack a graduate-level course into this energetic and accessible book. The authors' frank style and incisive insight make this a must-read for high-growth company entrepreneurs, early-stage investors, and graduate students. Start here if you want to understand venture capital deal structure and strategies. I enthusiastically recommend."

Brad Bernthal, CU Boulder, Associate Clinical Professor ofLaw, Technology Policy, Entrepreneurial Law

"A must-read book for entrepreneurs. Brad and Jason demystify the overly complex world of term sheets and M&A, cutting through the legalese and focusing on what really matters. That's a good thing not just for entrepreneurs, but also for venture capitalists, angels, and lawyers. Having an educated entrepreneur on the other side of the table means you spend your time negotiating the important issues and ultimately get to the right deal faster."

Greg Gottesman, Managing Director, Madrona Venture Group

"Venture Deals is a must-read for any entrepreneur contemplating or currently leading a venture-backed company. Brad and Jason are highly respected investors who shoot straight from the hip and tell it like it is, bringing a level of transparency to a process that is rarely well understood. It's like having a venture capitalist as a best friend who is looking out for your best interests and happy to answer all of your questions."

Emily Mendell, Vice President of Communications,National Venture Capital Association

"The adventure of starting and growing a company can be exhilarating or excruciatingor both. Feld and Mendelson have done a masterful job of shedding light on what can either become one of the most helpful or dreadful experiences for entrepreneursaccepting venture capital into their firm. This book takes the lid off the black box and helps entrepreneurs understand the economics and control provisions of working with a venture partner."

Lesa Mitchell, Vice President, Advancing Innovation, Kauffman Foundation

Review

"Easily the best book I have ever read on start-ups and venture capital."

Tim Ferriss, author of #1 NY Times Bestsellers, The 4-Hour Workweek and The 4-Hour Body

Review

"...offers hard-headed advice on dealing with lawyers and venture capitalists, so you can make the right decisions for you and your business..." (FT.com, 30th January 2012)

"Long term horizons, coupled with clear analysis in the book, provide a clear understanding and historical perspective into financial crises" (Ad-Hoc-News, November 2011)

Synopsis

An engaging guide to excelling in today's venture capital arena

Beginning in 2005, Brad Feld and Jason Mendelson, managing directors at Foundry Group, wrote a long series of blog posts describing all the parts of a typical venture capital Term Sheet: a document which outlines key financial and other terms of a proposed investment. Since this time, they've seen the series used as the basis for a number of college courses, and have been thanked by thousands of people who have used the information to gain a better understanding of the venture capital field.

Drawn from the past work Feld and Mendelson have written about in their blog and augmented with newer material, Venture Capital Financings puts this discipline in perspective and lays out the strategies that allow entrepreneurs to excel in their start-up companies. Page by page, this book discusses all facets of the venture capital fundraising process. Along the way, Feld and Mendelson touch on everything from how valuations are set to what externalities venture capitalists face that factor into entrepreneurs' businesses.

  • Includes a breakdown analysis of the mechanics of a Term Sheet and the tactics needed to negotiate
  • Details the different stages of the venture capital process, from starting a venture and seeing it through to the later stages
  • Explores the entire venture capital ecosystem including those who invest in venture capitalist
  • Contain standard documents that are used in these transactions
  • Written by two highly regarded experts in the world of venture capital

The venture capital arena is a complex and competitive place, but with this book as your guide, you'll discover what it takes to make your way through it.

Synopsis

As each new generation of entrepreneurs emerges, there is a renewed interest in how venture capital deals come together. Yet there really is no definitive guide to venture capital deals. Nobody understands this better than authors Brad Feld and Jason Mendelson. For more than seventeen years, they've been involved in hundreds of venture capital financings, and now, with Venture Deals, they share their experiences in this field with you.

Inspired by a series of blog postscreated by the authors after a particularly challenging dealthis reliable resource demystifies the venture capital financing process and helps you gain a practical perspective of this dynamic discipline.

Whether you're an experienced or aspiringentrepreneur, venture capitalist, or lawyer who partakes in these particular types of deals, youcan benefit from the insights found throughoutthis book.

Engaging and informative, Venture Deals skillfully outlines the essential elements of the venture capital term sheetfrom terms related to economics to terms related to control. Feld and Mendelson strive to give a balanced view of the particular terms along with the strategies to getting to a fair deal. In addition to examining the nuts and bolts of the term sheet, Venture Deals also introduces you to the various participants in the process, discusses how fundraising works, reveals how VC firms operate, and describes how to apply different negotiating tactics to your deals. You'll also gain valuable insights into several common legal issues most startups face and, as a bonus, discover what a typical letter of intent to acquire your company looks like.

While it would be desirable to do venture capital deals with a simple agreement on price, a handshake, and a short legal agreement, this rarely happens. Venture Deals reveals how venture financings really work, and will save you a remarkable amount of time and money in your journey to create an amazing company.

For additional information that includes term sheets as well as all of the documents that are generated from the term sheet as part of venture financing, visit the authors' website www.askthevc.com.


About the Author

Brad Feld has been an early-stage investorand entrepreneur for over twenty years. Prior tocofounding Foundry Groupa Boulder, Coloradobased early-stage venture capital fund that invests in information technology companies all over the United Stateshe cofounded Mobius Venture Capital and, prior to that, founded Intensity Ventures, a company that helped launch and operate software companies and later became a venture affiliate ofthe predecessor to Mobius Venture Capital.

Jason Mendelson has over a decade ofexperience in the venture capital and technologyindustries in a multitude of investing, operational, and engineering roles. Prior to cofounding FoundryGroup, he was a managing director and general counsel for Mobius Venture Capital, where he also acted as its chief administrative partner overseeingall operations of the firm. Mendelson was also an attorney with Cooley LLP, where he practiced corporate and securities law with an emphasis on representation of emerging companies in private and public financings as well as mergers and acquisitions.


Table of Contents

Foreword xi

Preface xiii

Acknowledgments xix

Introduction: The Art of the Term Sheet 1

1 The Players 5

The Entrepreneur 5

The Venture Capitalist 6

The Angel Investor 8

The Syndicate 10

The Lawyer 11

The Mentor 13

2 How to Raise Money 15

Do or Do Not; There Is No Try 15

Determine How Much You Are Raising 16

Fund-Raising Materials 17

Due Diligence Materials 23

Finding the Right VC 23

Finding a Lead VC 25

How VCs Decide to Invest 26

Closing the Deal 28

3 Overview of the Term Sheet 31

The Key Concepts: Economics and Control 32

4 Economic Terms of the Term Sheet 35

Price 35

Liquidation Preference 41

Pay-to-Play 47

Vesting 50

Employee Pool 54

Antidilution 55

5 Control Terms of the Term Sheet 61

Board of Directors 61

Protective Provisions 63

Drag-Along Agreement 68

Conversion 70

6 Other Terms of the Term Sheet 73

Dividends 73

Redemption Rights 75

Conditions Precedent to Financing 77

Information Rights 79

Registration Rights 80

Right of First Refusal 83

Voting Rights 84

Restriction on Sales 85

Proprietary Information and Inventions Agreement 86

Co-Sale Agreement 87

Founders Activities 88

Initial Public Offering Shares Purchase 89

No-Shop Agreement 90

Indemnification 93

Assignment 93

7 The Capitalization Table 95

8 How Venture Capital Funds Work 99

Overview of a Typical Structure 99

How Firms Raise Money 101

How Venture Capitalists Make Money 102

How Time Impacts Fund Activity 106

Reserves 108

Cash Flow 110

Cross-Fund Investing 111

Departing Partners 111

Fiduciary Duties 112

Implications for the Entrepreneur 112

9 Negotiation Tactics 113

What Really Matters? 113

Preparing for the Negotiation 114

A Brief Introduction to Game Theory 116

Negotiating in the Game of Financings 118

Negotiating Styles and Approaches 120

Collaborative Negotiation versus Walk-Away Threats 123

Building Leverage and Getting to Yes 124

Things Not to Do 126

Great Lawyers versus Bad Lawyers versus No Lawyers 129

Can You Make a Bad Deal Better? 129

10 Raising Money the Right Way 133

Dont Ask for a Nondisclosure Agreement 133

Dont Email Carpet Bomb VCs 134

No Often Means No 134

Dont Ask for a Referral If You Get a No 134

Dont Be a Solo Founder 135

Dont Overemphasize Patents 136

11 Issues at Different Financing Stages 137

Seed Deals 137

Early Stage 138

Mid and Late Stages 138

Other Approaches to Early Stage Deals 139

12 Letters of IntentThe Other Term Sheet 145

Structure of a Deal 146

Asset Deal versus Stock Deal 149

Form of Consideration 151

Assumption of Stock Options 152

Representations, Warranties, and Indemnification 155

Escrow 157

Confidentiality/Nondisclosure Agreement 158

Employee Matters 159

Conditions to Close 160

The No-Shop Clause 161

Fees, Fees, and More Fees 162

Registration Rights 163

Shareholder Representatives 164

13 Legal Things Every Entrepreneur Should Know 167

Intellectual Property 167

Employment Issues 169

State of Incorporation 170

Accredited Investors 170

Filing an 83(b) Election 171

Section 409A Valuations 172

Authors Note 175

Appendix A: Sample Term Sheet 177

Appendix B: Sample Letter of Intent 197

Glossary 205

About the Authors 213

Index 215



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