Venture Capital Deal Terms

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.

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. 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

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.

Help take your startup to the next step with the new and revised edition of the popular book on the VC deal process—from the co-founders of the Foundry Group How do venture capital deals come together? This is one of the most frequent questions asked by each generation of new entrepreneurs. Surprisingly, there is little reliable information on the subject. No one understands this better than Brad Feld and Jason Mendelson. The founders and driving force behind the Foundry Group—a venture capital firm focused on investing in early-stage information technology companies—Brad and Jason have been involved in hundreds of venture capital financings. Their investments range from small startups to large Series A venture financing rounds. The new edition of Venture Deals continues to show fledgling entrepreneurs the inner-workings of the VC process, from the venture capital term sheet and effective negotiating strategies to the initial seed and the later stages of development. Fully updated to reflect the intricacies of startups and entrepreneurship in today's dynamic economic environment, this new edition includes revisions and updates to coverage on negotiating, gender issues, ICO’s, and economic terms. New chapters examine legal and procedural considerations relevant to fundraising, bank debt, equity and convertible debt, how to hire an investment banker to sell a company, and more. Provides valuable, real-world insights into venture capital structure and strategy Explains and clarifies the VC term sheet and other misunderstood aspects of capital funding Helps to build collaborative and supportive relationships between entrepreneurs and investors Draws from the author’s years of practical experience in the VC arena Includes extensively revised and updated content throughout to increase readability and currency Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist is a must-have resource for Any aspiring entrepreneur, venture capitalist, or lawyer involved in VC deals as well as students and instructors in related areas of study.

Explanations to the inner workings of one of the least understood, but arguably most important, areas of business finance is offered to readers in this engaging volume: venture capital. Venture capitalists provide necessary investment to seed (or startup) companies, but the startup is only the beginning, there is much more to be explored. These savvy investors help guide young entrepreneurs, who likely have little experience, to turn their businesses into the Googles, Facebooks, and Groupons of the world. This book explains the often-complex methods venture capitalists use to value companies and to get the most return on their investments, or ROI. This book is a must-have for any reader interested in the business world.