Interested in training for your team? Click here to learn more

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 program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, June 5, 2024

Recorded event now available

or call 1-800-926-7926

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 increased CFIUS oversight.


Venture capital financing remains active and 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.

An 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.

In October 2023, the NVCA released updates to its model documents for use in venture capital transactions. The revised model documents reflect the evolving market norms on key deal terms and address updates to the Delaware General Corporation Law and recent case law. Moreover, they provide additional guidance on timely topics, including the adoption of DEI policies, generative AI, direct listings, and trade and economic sanctions. The new model documents also have enhanced flexibility to accommodate multiple financing stages, reduced use of brackets, and simplified, consistent mechanics across all documents.

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. CFIUS language
  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

Cohen, Steven
Steven M. Cohen

Morgan, Lewis & Bockius

Mr. Cohen represents entrepreneurs, private equity investors, and venture capital funds. He advises clients in such...  |  Read More

Futter, Dror
Dror Futter


Mr. Futter specializes in advising startups, investors, and small to medium-sized companies, particularly in the...  |  Read More

Valenstein, Carl
Carl A. Valenstein

Morgan, Lewis & Bockius

Mr. Valenstein focuses his practice on domestic and international corporate and securities matters, mergers and...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video