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

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Conducted on Tuesday, December 13, 2022

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Course Materials

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.


Venture capital financing has remained active during the pandemic, but deal terms continue to evolve. When documenting and closing a venture capital transaction, counsel must thoroughly understand the deal terms, market differences in early- or late-stage financing, and industry-specific and investor-specific factors.

Early-stage deal structure may take the form of a convertible promissory note, simple agreement for future equity (SAFE), preferred stock (corporations), or preferred units (LLCs). Counsel must consider the functional pros and cons and the tax ramifications. Negotiated provisions include the composition of the board of directors, protective provisions/veto rights, anti-dilution, and other market investor protections.

On July 28, 2020, the NVCA released updates to its model documents for use in venture capital transactions. Perhaps most noteworthy is the inclusion of the provisions reflecting new final regulations implementing the Foreign Investment Risk Review Modernization Act of 2018, which expanded the review of foreign investments by CFIUS. However, there are also significant changes unrelated to CFIUS.

Listen as our experienced panel discusses the issues relating to the structuring and documentation of venture capital transactions.



  1. Venture capital deal structures
    1. Convertible note financing
    2. SAFE
    3. Priced equity
  2. Issues to consider in documenting a venture capital financing
    1. Certificate of incorporation (charter)
    2. Stock purchase agreement (SPA)
    3. Investors' rights agreement (IRA)
    4. Voting agreement (VA)
    5. Right of first refusal and co-sale agreement (ROFR)
    6. Management rights letter (MRL)
    7. Director indemnification agreement
    8. New insert language regarding CFIUS
  3. Takeaways from the latest revisions to NVCA forms
  4. Special issues when dealing with strategic investors/corporate venture capital
  5. Special issues when dealing with foreign investors
  6. The growing trend of impact investors


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?


Chapman, James
James C. Chapman


Mr. Chapman focuses his practice on securities law, venture capital, mergers and acquisitions, and international...  |  Read More

Futter, Dror
Dror Futter


Mr. Futter focuses his practice on startup companies and their investors and has worked with a wide range of technology...  |  Read More

Cohen, Steven
Steven M. Cohen

Morgan, Lewis & Bockius

Chair of the firm’s emerging business and technology practice, Mr. Cohen represents entrepreneurs, private equity...  |  Read More

Valenstein, Carl
Carl A. Valenstein

Morgan, Lewis & Bockius

Mr. Valenstein focuses his practice on domestic and international corporate and securities matters, M&As, project...  |  Read More

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