Deal Terms

Offering unprecedented looks into the leading minds of different industries, each essay in these books is written by a different C-level executive from Fortune 500 companies. Their insights provide tips, secrets, and glimpses into the future of each profession or topic. Each book features a list of the best and brightest industry leaders, resulting in all-star casts of respected and revered contributors on each topic. Their business perspectives reveal methods for analyzing markets, increasing worth, motivating teams, establishing goals, strategic planning, building brands, ensuring customer profitability, balancing professional and personal lives, building great relationships, continuing research and education, learning time management, and more.

This new book of investor Harm de Vries and VC lawyers Menno van Loon and Sjoerd Mol, who together have been involved in hundreds of venture capital transactions, explains all of the most common clauses used in VC deals. It includes many examples, as well as negotiation tips for both entrepreneurs and investors and a full termsheet template as annex. Furthermore, the book explains the economics behind the deal terms, which makes them easier to understand. The result is a practical guide to venture capital deals. All venture capital transactions start out with the execution of a term sheet, a document summarizing the basic terms and conditions under which a potential investment will be made. A well-drafted term sheet serves as a tool to focus attention of the parties on the essential deal terms, and serves as an instrument to investigate whether there is common ground between them with respect to the most important investment conditions before they spend further time, energy and money on negotiating a deal. Effective participation in the negotiations of a venture capital transaction is possible only once each party involved fully understands the scope and consequences of all the deal terms included in the term sheet. The book provides a clear understanding of the most frequently used practices, terms and conditions and will benefit anyone involved in venture capital transactions - investor, entrepeneur or advisor.

This new book of investor Harm de Vries and VC lawyers Menno van Loon and Sjoerd Mol, who together have been involved in hundreds of venture capital transactions, explains all of the most common clauses used in VC deals. The book provides an in-depth look on how venture capital deals are constructed and how deal terms work out in practice. It includes many examples, as well as negotiation tips for both entrepreneurs and investors and a full term sheet template as annex. Furthermore, the book explains the economics behind the deal terms, which makes them easier to understand. The result is a practical guide to venture capital deals.All venture capital transactions start out with the execution of a term sheet, a document summarizing the basic terms and conditions under which a potential investment will be made. A well-drafted term sheet serves as a tool to focus attention of the parties on the essential deal terms, and serves as an instrument to investigate whether there is common ground between them with respect to the most important investment conditions before they spend further time, energy and money on negotiating a deal. Effective participation in the negotiations of a venture capital transaction is possible only once each party involved fully understands the scope and consequences of all the deal terms included in the term sheet.The book provides a clear understanding of the most frequently used practices, terms and conditions and will benefit anyone involved in venture capital transactions - investor, entrepreneur or advisor.Contents of the book:About the authorsPreface1. Introduction- Structure of the book- Investment process2. New wave energy case study- Incorporation- Seed round- Series A round - early stage phase- Series B round - growth phase- Series C round - further growth3. New wave energy term sheet4. Terms explained- Issuer- Amount of Financing- Milestones- Investors- Type of security- Warrant coverage- Share price and valuation- Capital structure- Anticipated closing date- Dividends- Redemption- Voluntary conversion- Automatic conversion- Anti-Dilution- Pay-to-Play- Liquidation preference- Favourable terms- Board representation- Voting rights- Consent rights- Registration rights- Representation and warranties- Information rights- Use of proceeds- Pre-Emptive rights- Rights of first refusal- Co-Sale rights- Drag-along rights- Management board- Employee pool- Vesting scheme- Founders' shares- Lock-up- Employments relationship- Non-Competition/Non-Solicitation- Non-Disclosure agreements- Assignment inventions- Key man insurance- Agreements at closing- Fees and expenses- Confidentiality- Exclusivity/No-Shop- Governing Law- Non-Binding character- Indemnities- Conditions precedent- ExpirationAnnexesAnnex 1: Term sheet templateAnnex 2: Profit and loss account and cash flow statementAnnex 3: Glossary of termsAnnex 4: IRR analysis: Years invested vs. Return Multiple

A comprehensive introduction to today's M&A strategies Make the Deal is a direct and accessible guide to striking a powerful M&A deal. Merging business, finance, and law, this insightful examination of M&A strategy is designed to help you understand M&A negotiations and the ways in which the final outcome affects your financial future. A general overview of an acquisition agreement framework segues into a more detailed discussion of different deal structures, including stock sales, mergers, asset sales, and complex structures, giving you the information you need to know when each one applies best in practice. You'll gain insight into real-world negotiations and the delicate balancing act that occurs as each party attempts to maximize value and minimize risk, and learn the potential pitfalls that can occur. Negotiation statistics and samples from actual contracts back the war stories throughout, and reinforce the idea that there's no single perfect solution. As a topic of study, M&A is constantly evolving; in practice, it changes at the speed of light. Staying ahead of the market is the single most critical element of making the best deal, and the strategy that worked for one deal most likely won't work for the next. Instead of simply providing a list of strategies that have worked in the past, this book shows you why they worked, so you can tailor your strategy specifically to your next deal. Learn how M&A contract terms affect economic outcomes Examine the techniques and mechanics of today's acquisition agreements Develop a legal framework that supports your business strategy Follow the ups and downs that arise in real-world cases A successful M&A transaction requires both attention to detail and a big picture view, combined with skill, intellect, and ingenuity. Make the Deal brings it all together to show you how to run the table and come away with a win.

Learn the ins and outs of equity crowdfunding with this informative guide Equity Crowdfunding for Investors is a comprehensive, objective, and authoritative guide to the social and financial rewards of crowdfunding. Before now, angel investing – and the spectacular returns possible in this asset class – has been off-limits to all but the wealthiest Americans. Now equity crowdfunding portals allow the general public to buy shares in startups and fast-growing private companies for the first time in generations. This book provides the guidance individuals need to invest wisely, tempering the excitement of leading-edge technology, innovative business models, and exciting new brands with thorough, practical know-how – including investor limits and requirements, portfolio strategy, deal terms, and much more. Readers will learn the pros and cons of investing in equity crowdfunding so they can make an informed investment decision, as well as best practices for finding, researching, evaluating, and buying into potentially profitable startups. Digital components include tables, graphs, comparison charts, screen captures, checklists, and other tools that further enable readers to make suitable investment choices. Equity crowdfunding is a new, exciting, and evolving way for growing businesses to raise capital and for average investors to buy equity in those businesses. It has been hailed as a "game changer" in the private capital markets, particularly the angel investment asset class, which includes angel investing. This book shows readers how to take full advantage of this new avenue of investment, without being taken advantage of themselves. Make smarter investment decisions Avoid being ripped off Find the best information available Understand the SEC rules and limits Equity crowdfunding can produce huge returns. It also comes with huge risk. Some companies will succeed, but many will fail. Everyday investors can mitigate some risk and increase their chance of profit with the fundamental insight provided in Equity Crowdfunding for Investors.

Commodity markets present several challenges for quantitative modeling. These include high volatilities, small sample data sets, and physical, operational complexity. In addition, the set of traded products in commodity markets is more limited than in financial or equity markets, making value extraction through trading more difficult. These facts make it very easy for modeling efforts to run into serious problems, as many models are very sensitive to noise and hence can easily fail in practice. Modeling and Valuation of Energy Structures is a comprehensive guide to quantitative and statistical approaches that have been successfully employed in support of trading operations, reflecting the author's 17 years of experience as a front-office 'quant'. The major theme of the book is that simpler is usually better, a message that is drawn out through the reality of incomplete markets, small samples, and informational constraints. The necessary mathematical tools for understanding these issues are thoroughly developed, with many techniques (analytical, econometric, and numerical) collected in a single volume for the first time. A particular emphasis is placed on the central role that the underlying market resolution plays in valuation. Examples are provided to illustrate that robust, approximate valuations are to be preferred to overly ambitious attempts at detailed qualitative modeling.

Due Diligence and the Business Transaction: Getting a Deal Done is a practical guide to due diligence for anyone buying or selling a privately held business or entering into a major agreement with another company. When you’re buying a business, it’s wise to conduct due diligence. That's the process of investigating and verifying the firm’s finances, labor record, exposure to environmental issues, store of intellectual property, hard assets, ownership structure, and much more. If you don’t, you may later stumble into serious, costly problems, or you may pay an inflated price for the business. This book not only shows you how to conduct such an examination and what to look for, but it will also help you uncover hidden issues that some sellers might not want you to know about. Conversely, this book shows smart business sellers how to conduct due diligence on their own firms to arrive at the right sales price, uncover issues that might scare off buyers or investors, solve lingering problems before a sale, and more. Done right, due diligence can help sellers ensure they sell the business for the best price and with the least risk. Due Diligence and the Business Transaction will help you understand when to conduct due diligence, whom to include, and how to spot the red flags that signal danger. In addition, you will learn: How to conduct due diligence when contemplating a joint venture, business loan, franchise opportunity, or manufacturing deal How to calibrate the correct scope and breadth of the due diligence investigation depending on your situation How the results of due diligence may and often will change the elements of the final deal How to draft due diligence documents so they protect your interests What successful deals look like Corporate attorney and due diligence expert Jeffrey W. Berkman interweaves critical action points, guidelines and procedural steps, case studies, and due diligence questionnaires, checklists, and documents. The veteran of many business deals, Berkman's advice will help you avoid business-crippling mistakes and make the best deal possible.

Develop the skillset essential to successful securitisation swaps management Securitisation Swaps is a complete practitioner’s guide to this unique and complex class of derivatives. This detailed examination follows the entire life cycle of securitisation swaps to give quants, structurers, traders, originators, issuers and lawyers a common reference for understanding their shared objective. Broad in scope to provide a common-ground perspective — yet detailed enough to promote full understanding — the discussion takes a distinctly cross-disciplinary approach that encompasses the multi-faceted knowledge base required to successfully execute these complex trades. Despite the fact that the size of the market is trillions of dollars in notional principal, securitisation swaps have thus far been neglected in both academic and practitioner literature. The numerous stakeholders that work together on these complex deals will all greatly benefit from a thorough understanding of their underlying risks and gain deep insight into the perspectives of each stakeholder. This invaluable guide provides multi-disciplinary insight that allows practitioners to: Manage securitisation swaps more effectively, from pre-trade structuring and modelling to post-trade risk management and accounting Understand the elements of securitisation and covered bonds, and how swaps mitigate risk in these types of transactions Explore how securitisation swaps differ from other derivatives and delve into their three specific risk factors — swap prepayment risk, swap extension risk and downgrade risk Learn practical methods and strategies of risk management, accounting, pricing and transaction execution When securitisation trades go wrong, they become front-page news — but when each participant understands accurate modelling, risk mitigation, optimal structuring, costs, pricing, commercial backgrounds and other integral practices, they are able to work together to achieve a shared objective. Securitisation Swaps provides the essential knowledge that streamlines and safeguards these important trades.