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Venture Capital: Forms and Analysis

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A step-by-step framework for structuring, drafting and closing a venture capital deal from the perspective of both the company and the investor.
“An excellent overview of the venture capital process from both the perspective of the investor and that of the company. ”
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A single venture capital transaction can involve legal issues relating to corporate, securities, intellectual property, information technology, and employment laws. It also demands that practitioners balance the competing interests of founders, venture capitalists, directors, management, and others.

Venture Capital: Forms and Analysis provides a step-by-step framework for structuring, drafting and closing a venture capital deal, with a complete annotated set of the documents needed. It also features in-depth analysis from the perspective of both the company and the investor, as well as the latest guidance on best practices in venture transactions.

Coverage includes discussion and examples of letters of intent for equity-based and debt-based financing; due diligence requests and checklists; articles of incorporation for the venture-backed enterprise; convertible securities and anti-dilution provisions; the stock purchase agreement; investor rights agreements; control provisions that give investors authority over company decisions; investors' rights of first refusal and co-sale agreements; warrants and other equity "sweeteners"; promissory notes; founders agreements; closing opinion letters; and more.

This comprehensive book will help both novice and experienced practitioners avoid common drafting mistakes, omissions and ambiguities that can harm the company or its investors.

Book #00690; looseleaf, one volume, 704 pages; published in 2007, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN 978-1-58852-148-4

Additional Information
Division Name Law Journal Press
Volumes 1
Product Types Books
Brand Law Journal Press
Jurisdiction National
ISBN 978-1-58852-148-4
Page Count 0
Edition 0
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§ 1.01 Introduction
§ 1.02 What Is Venture Capital?

Letter of Intent—Equity Based Financing

§ 2.01 Letter of Intent or Term Sheet
§ 2.02 Basic Term Sheet
[1] Preamble
[2] Brief Summary of Transaction
[3] Outstanding Capitalization
[4] Closing Date
[5] Use of Proceeds
[6] Stock Option Plan
[7] Representation and Warranties
[8] Dividends
[9] Liquidation Preference
[10] Conversion Ratio; Anti-Dilution Adjustment
[11] Automatic or Mandatory Conversion
[12] Voting Rights
[13] Registration Rights
[14] Lock-Up
[15] Information and Reporting
[16] Participation in Future Offerings
[17] Transfer to Affiliates
[18] Board of Directors
[19] Protective Provisions
[20] Directors and Officers Insurance
[21] Employment Agreements; Key Man Insurance
[22] Stockholders Agreement
[23] Standstill
[24] Confidentiality
[25] Public Non-Disclosure
[26] Expenses
[27] Contingencies
§ 2.03 Letter of Intent—Participating Preferred
§ 2.04 Participating Preference with a Cap
§ 2.05 Issuance of Warrants
[1] In General
[2] Warrant Coverage
[3] Strategic Relationships
§ 2.06 Mandatory Redemption
§ 2.07 Pay to Play
§ 2.08 Form of Term Sheet for Equity-Based Financing (Basic)
§ 2.09 Form of Term Sheet (Long-Form Letter)
§ 2.10 Form of Term Sheet (Short-Form Letter)
§ 2.11 Form of Letter of Intent (Intro Letter and Term Sheet)

Letter of Intent—Debt Based Financing

§ 3.01 Debt Financing
§ 3.02 Basic Term Sheet
[1] Preamble
[2] Basic Description of the Offering
[3] Participation
[4] Closing Date
[5] Terms of the Notes
[6] Security
[7] Use of Proceeds
[8] Warrants
[9] Negative Covenants
[10] Information Rights
[11] Expenses
[12] Conditions to Closing
[13] Confidentiality and Public Non-Disclosure
[14] Exclusivity
[15] Binding Provisions
§ 3.03 Form of Term Sheet
§ 3.04 Debt Financing—Convertible Promissory Note Financing—Form of Term Sheet
§ 3.05 Debt Financing—Form of Convertible Promissory Note Purchase Agreement
§ 3.06 Debt Financing—Form of Convertible Promissory Note

Due Diligence Request

§ 4.01 Due Diligence and Its Purpose
§ 4.02 The Due Diligence Scope and Process
§ 4.03 Due Diligence Request List
[1] Corporate Records
[2] Stock and Securities Issuances
[3] Material Agreements
[4] Related Party Transactions
[5] Intellectual Property Assets
[6] Confidentiality and Related Agreements
[7] Employment Matters
[8] Financial Statements and Tax Documentation
[9] Litigation
[10] Industry and Business of the Company
[11] Miscellaneous
§ 4.04 On-Site Visit
§ 4.05 Dealing with Negatives
§ 4.06 Focus on Intellectual Property Due Diligence
[1] Ownership and Status
[2] Scope
[3] Validity and Enforceability
§ 4.07 Form of Due Diligence Request List

The Certificate of Incorporation of a Venture-Backed Corporation

§ 5.01 The Certificate
[1] In General
[2] Authorized Capital Stock
[3] Classes and Series of Stock
[4] Dividends
[5] Liquidation Preference; Deemed Liquidation
[6] Redemption
[7] Conversion
[8] Voting Rights
[9] Designation of Directors
[10] Liability of Directors
§ 5.02 Forms of Certificate of Incorporation
[1] Short-Form Certificate of Incorporation
[2] Amended and Restated Certificate of Incorporation
[3] Restated Certificate of Incorporation Designating Classes of Preferred Stock
§ 5.03 Standard Form of Corporate Bylaws
§ 5.04 Voting Agreement
§ 5.05 Form of Indemnification Agreement (Directors and Officers)

Conversion: Anti-Dilution Provisions

§ 6.01 Introduction
§ 6.02 Convertible Preferred Stock
§ 6.03 Convertible Notes
§ 6.04 Warrants
§ 6.05 Conversion Generally: Preferred Stock
§ 6.06 General Adjustments to the Conversion Price
[1] Structural Changes: Stock Splits, Combinations and Dividends
[2] Structural Changes: Merger or Reorganization
Daniel I. DeWolf
Daniel I. DeWolf is a founding member and Managing Director of Dawntreader Ventures, a New York based venture capital firm focused on early stage investments in Internet, software, and digital media companies. Mr. DeWolf is also Co-Chair of the Ventures and Emerging Companies practice group at thelaw firm of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. and is an Adjunct Professor of Law at New York University Law School, where he teaches an interdisciplinary course for J.D. and LL.M. candidates on Venture Capital Law. Prior to establishing Dawntreader Ventures, Mr. DeWolf was Head of Venture Capital Funds at SoundView Technology Group, a publicly traded technology focused investment bank (acquired by The Charles Schwab Corporation). Mr. DeWolf was also a Partner and Of Counsel to the law firm of Camhy Karlinsky & Stein, where he established the Corporate and Securities Practice Group and headed the New Media and E-Law Group.

Mr. DeWolf has over twenty years of transactional experience and has been an advisor to many early stage companies. Currently, he is Chairman of HNW, Inc. and is a Director of iParty,, and Visible World. Mr. DeWolf is a regular speaker at venture capital conferences and media events and is the co-author, with Mr. Roth, of the_x001C_Exit Strategies_x001D_ chapter in Start-Up and Emerging Companies: Planning, Financing & Operating the Successful Business, edited by Gregory Smith, also published by Law Journal Press. Mr. DeWolf is admitted to practice law in New York, California, and New Jersey. He received his B.A. cum laude from the University of Pennsylvania (1979) and J.D. from the University of Pennsylvania School of Law (1982).

Jeremy Glaser
Jeremy Glaser is a Member in the Corporate & Securities Section in the San Diego office of Mintz Levin, and serves as Co-chair of the Venture Capital & Emerging Companies Practice Group. He is also a Member of the firm's Energy & Clean Technology Practice, which serves more than 260 clients. Mr. Glaser's practice focuses on serving emerging growth companies and the companies that fund them. He has substantial experience in venture capital financings, securities offerings, mergers and acquisitions, SEC compliance, licensing arrangements, and other general corporate matters. He has represented venture capital firms, hedge funds, and their portfolio companies in venture capital and PIPE financings, as well as both issuers and underwriters in a wide variety of securities transactions, including IPOs, secondary offerings, and private placements. He has also represented buyers and sellers in acquisitions and dispositions of public and private companies. Mr. Glaser represents companies in a broad variety of industries, including Internet, software, wireless, semiconductors, computer hardware, medical devices, biotechnology, health care services, clean technology, and the investment management industry. He regularly advises management and boards of public companies on complex disclosure and insider trading issues, compliance with federal securities laws, and corporate governance requirements.

Mr. Glaser attended Harvard Law School, where he received his J.D., magna cum laude, in 1985, and Duke University, where he was awarded an A.B. in Economics and Public Policy studies, summa cum laude, in 1982, and was a member of Phi Beta Kappa. He is admitted to practice in California and is a member of the American Bar Association and the San Diego Bar Association's Business Law and Technology Sections. He currently serves as a member of the board of directors of the San Diego Venture Group and the CONNECT Springboard program, and he served as the president of the San Diego Venture Group in 2003.

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