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Venture Capital & Public Offering Negotiation by Michael J. Halloran

Your First Source: Serious Answers & Advice from the Pros!
Venture Capital & Public Offering Negotiation
by Michael J. Halloran
List Price: $545.00  
Eligible for Free Standard Shipping on U.S. Prepaid Orders
Imprint: Aspen Publishers
ISBN: 9781567063394
Looseleaf: 3,062 pages
Publication Cycle: Supplemented annually
Last Updated: 8/17/2010
Automatic Supplementation Program Automatic Supplementation More Info.
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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 deals
  • Comply with all relevant legal requirements
  • Understand and untangle tax and accounting problems
  • Document transactions
  • And 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!

    1. Part 1: Formation of the Venture Capital Fund
    2. Agreement of Limited Partnership
    3. Limited Liability Company Agreement for General Partner of Venture Fund
    4. Private Placement Memorandum
    5. Investment by Retirement plans in Venture Capital funds under Erisa
    6. Investment Company Act and Investment Advisers Act Considerations for Private and Public Venture Capital Funds
    7. Public and Private business development companies
    8. Formation and Operation of Venture Fund in small business investment company form

      Part 2: Managing Portfolio Company Investments

    9. Portfolio Company Investments: HI-Tech Corporation
    10. HI-Tech Corporation: Series B Preferred Stock Purchase Agreement
    11. Hi-Tech Corporation: Restated Certificate of Incorporation
    12. Hi-Tech Corporation Investors¿ Rights Agreement
    13. Hi-Tech Corporation: Series B Preferred Stock Warrant
    14. Down Round Financings
    15. Hi-Tech Corporations: Convertible Subordinated Note
    16. Hi-Tech Corporation: Co-Sale Agreement
    17. Hi-Tech Corporation: Employee Stock Purchase Agreement
    18. Voting Agreement
    19. Hi-Tech Corporation: Proprietary Information and Inventions Agreement
    20. Tax Implication of Equity Based Compensation programs of Portfolio Companies
    21. Federal Securities Law exemptions used for venture capital placements and employee stock purchases
    22. Regulations ¿ Offshore Offerings and how to keep them exempt
    23. Some aspects of Representation of the investor group in a Venture Capital Financing
    24. Creating Successful Technology-Based corporate partnering arrangements

      Part 3: Taking the Portfolio Company Public

    25. Initial Public Offerings; Introduction
    26. Letter of Intent
    27. Agenda for Organizational Meeting
    28. Time and Responsibility Schedule
    29. Due Diligence Memorandum and Request List
    30. Corporate Publicity and Offering Process
    31. Model Selling stockholder documents
    32. Initial SEC Filing Letter and Confidential Treatment Request
    33. Prospectus with commentary
    34. SEC materials with commentary
    35. Identifying and Avoiding ¿Cheap Stock¿ Problems
    36. Blue Sky Memorandum
    37. NASD Materials
    38. Underwriter and Dealer materials with commentary
    39. Auditors¿ Materials
    40. Memorandum of closing documents
    41. Federal Securities Law compliance manual procedures and guidelines for directors and officers of HI-Tech corporations
    42. Obligations of Attorney and Accountants in Representing Start-up (Developing) Companies
    43. Electronic Media in the Initial Public offering process: an overview

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