Get expert strategies and advice from more than 40 top venture capital specialists! Representing the busiest, most dynamic corporate law firms in the U.S., these experts show you how they:
Structure and negotiate dealsComply with all relevant legal requirementsUnderstand and untangle tax and accounting problemsDocument transactionsAnd more.
Step-by-step guidance -- with ready-to-use forms and documents for your own transactions -- helps your work go quickly and smoothly. You'll also find detailed practical information on all the latest developments in the start-up financing and IPO process, including: limited liability company arrangements, technology-based partnering arrangements, IRS "check-the-box" regulations, the latest SEC policies and rule revisions, emerging ERISA issues, federal securities exemptions for venture financing, and much more!
Part 1: Formation of the Venture Capital Fund
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Chapter 1. Agreement of Limited Partnership
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Chapter 2. Limited Liability Company Agreement
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Chapter 3. Venture Fund Private Placement Memorandum
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Chapter 3A. Small Business Investment Company
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Chapter 4. Investment by Retirement plans in Venture Capital funds under the
Employee Retirement Income Security Act of 1974 (“ERISA”)
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Chapter 5. Investment Company Act and Investment Advisers Act Considerations
for Venture Capital Funds
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Chapter 5A. Public and Private Business Development Companies
Part 2: Making Portfolio Company Investments
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Chapter 6. Portfolio Company Investments: Hi-Tech Corporation—Getting to the
Term Sheet
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Chapter 7. Hi-Tech Corporation: Series B Preferred Stock Purchase Agreement
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Chapter 8. Hi-Tech Corporation: Amended and Restated Certificate of
Incorporation
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Chapter 9. Hi-Tech Corporation Investors’ Rights Agreement
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Chapter 10. Hi-Tech Corporation: Series B Preferred Stock Warrant
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Chapter 10A. Down Round Financings
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Chapter 11. Hi-Tech Corporation: Convertible Subordinated Promissory Note
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Chapter 12. Hi-Tech Corporation: Right of First Refusal and Co-Sale Agreement
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Chapter 12A. Voting Agreements
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Chapter 13. Hi-Tech Corporation: Employee Stock Purchase Agreement
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Chapter 14. Hi-Tech Corporation: Proprietary Information and Inventions
Agreement
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Chapter 15. Tax Implication of Equity Based Compensation Programs of Portfolio
Companies
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Chapter 16. Federal Securities Law Exemptions Used for Venture Capital
Placements and Employee Stock Purchases: Regulation D, Section 4(2), Rule 701,
and Other Exemptions
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Chapter 17. Regulations S
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Chapter 18. Some Aspects of Representation of the Investor Group in a Venture
Capital Financing
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Chapter 19. Creating Successful Technology-Based Corporate Partnering
Arrangements
Part 3: Taking the Portfolio Company Public
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Chapter 20. Initial Public Offerings; Introduction and Summary of Part III
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Chapter 21. Letter of Intent
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Chapter 22. The IPO Organizational Meeting
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Chapter 23. Time and Responsibility Schedule and Checklist
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Chapter 24. Due Diligence Materials
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Chapter 25. Corporate Publicity and the Offering Process
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Chapter 26. Model Selling Stockholder Documents
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Chapter 27. Initial SEC Filing Letters and Confidential Treatment Requests
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Chapter 28. Prospectus/Free Writing Prospectus
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Chapter 29. SEC Comment Letters and Responses
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Chapter 29A. Identifying and Avoiding “Cheap Stock” Problems
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Chapter 30. Blue Sky Memorandum
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Chapter 31. FINRA Materials
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Chapter 32. Underwriter and Dealer Materials
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Chapter 33. Auditors’ Materials
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Chapter 34. Closing Mechanics, Memorandum of Closing and Closing Documents
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Chapter 35. Compliance Policies and Procedures for Newly Public Companies
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Chapter 35A. Corporate Governance Considerations for Pre-IPO and Newly Public
Companies
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Chapter 36. Obligations and Potential Liabilities of Attorneys in Public and
Private Offerings
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Chapter 37. Electronic Media in the Initial Public Offering Process
