Structuring Venture Capital Financing: Amended NVCA Model Agreements
Special Issues Faced by Certain Industries, Strategic Investors, and Foreign Investors
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will discuss structuring, negotiating, and documenting venture capital investments from term sheet to closing. The panel will also discuss recent changes to the National Venture Capital Association (NVCA) Agreements and the extent to which model provisions may deviate from what is considered "market" in venture capital transactions. The presentation will include cutting-edge issues faced by investors in specific industries, strategic investors, and foreign investors, including the impact of recent CFIUS amendments.
Outline
- Venture capital deal structures
- Convertible note financing
- SAFE
- Priced equity
- Issues to consider in documenting a venture capital financing
- Certificate of incorporation (charter)
- Stock purchase agreement (SPA)
- Investors' rights agreement (IRA)
- Voting agreement (VA)
- Right of first refusal and co-sale agreement (ROFR)
- Management rights letter (MRL)
- Director indemnification agreement
- New insert language regarding CFIUS
- Takeaways from the latest revisions to NVCA forms
- Special issues when dealing with strategic investors/corporate venture capital
- Special issues when dealing with foreign investors
- The growing trend of impact investors
Benefits
The panel will review these and other challenging issues:
- How do deal terms differ in early versus late-stage venture capital investment?
- What are the advantages and disadvantages of convertible notes, SAFEs, and priced equity?
- What "optional" NVCA clauses are essential in which situations?
- How do differing interests of strategic investors and impact investors affect terms?
- How can you include attractive foreign investors in U.S. company VC financings?
Faculty
James C. Chapman
Partner
Rimon
Mr. Chapman focuses his practice on securities law, venture capital, mergers and acquisitions, and international... | Read More
Mr. Chapman focuses his practice on securities law, venture capital, mergers and acquisitions, and international business transactions. He counsels publicly traded and privately held clients on public offerings, private placements, debt financings, venture capital transactions, mergers and acquisitions, and related transactions. Mr. Chapman also represents venture capital firms, angels, and private equity groups in their investments. With 30 years of experience in corporate and securities law, he has represented clients in over 300 mergers, acquisitions, and financing transactions.
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Dror Futter
Partner
Rimon
Mr. Futter focuses his practice on startup companies and their investors and has worked with a wide range of technology... | Read More
Mr. Futter focuses his practice on startup companies and their investors and has worked with a wide range of technology companies. He has represented companies and venture funds in numerous equity and debt financing rounds, from early “friends and family” and seed rounds to later-stage mezzanine financings, and has been on both sides of the table in these transactions. On the corporate side, he routinely handles corporate formations, employee equity plans and mergers and acquisitions. Mr. Futter has also been involved in over 40 corporate spinouts and understands the unique concerns of corporate venture investors. As a former General Counsel and the sole attorney at a venture that went from 80 to 300 employees during his tenure, Mr. Futter has a deep understanding of the challenges faced by fast-growing companies and the type of business-focused legal counsel they require. In addition, his background allows him to counsel clients on a broad range of subjects without the need to involve other subject-matter experts. As a result, he is exceptionally well suited to serve as an external general counsel for growing companies with sophisticated legal needs that do not have internal counsel.
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Steven M. Cohen
Partner
Morgan, Lewis & Bockius
Chair of the firm’s emerging business and technology practice, Mr. Cohen represents entrepreneurs, private equity... | Read More
Chair of the firm’s emerging business and technology practice, Mr. Cohen represents entrepreneurs, private equity investors, and venture capital funds. He advises clients in such industries as technology, life sciences, chemicals, consumer products, digital health, and fintech. Steve counsels mid-Atlantic region investors and emerging growth companies in a variety of business transaction including equity financing transactions, mergers, and acquisitions (M&A), divestitures, initial public offerings (IPOs), joint ventures, and international strategic partnerships.
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Carl A. Valenstein
Partner
Morgan, Lewis & Bockius
Mr. Valenstein focuses his practice on domestic and international corporate and securities matters, M&As, project... | Read More
Mr. Valenstein focuses his practice on domestic and international corporate and securities matters, M&As, project development, and transactional finance. He counsels extensively in the life science, telecom/electronics, and maritime industries, and he has worked broadly in Latin America, the Caribbean, Europe, Africa, Asia and the Middle East. Mr. Valenstein previously served as co-chair of the International Section of the Boston Bar Association and co-chairs the firm’s Cuba Initiative. He is a frequent speaker at conferences on a variety of international compliance and transactional topics. Mr. Valenstein currently serves as the leader of the firm’s Boston corporate and business transactions practice.
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