2022 Superior Non-public Fairness Time period Sheets and Collection A Paperwork – ResearchAndMarkets.com

DUBLIN–(BUSINESS WIRE)–The “Advanced Private Equity Term Sheets and Series A Documents” book has been added to ResearchAndMarkets.com’s offering.

Succeeding in the venture capital industry requires knowledge of the terrain and a keen understanding of the terms essential to a well-structured transaction. This encyclopedic guide is packed with state-of-the-art analysis, forms and commentary, all designed to help you master the most crucial stages of the venture financing process.

The Advanced Private Equity Term Sheets and Series A Documents book examines all of the deal terms you may encounter – anti-dilution protection, warrant coverage, liquidation preferences, and others. It provides clause-by-clause discussion of the Stock Purchase Agreement, along with time saving tools, such as model documents, opinion letters and a due diligence checklist contributed by a Big 4 accounting firm.

You’ll also get the most current data from an industry-wide survey of West Coast and East Coast deal terms and trends, so you’ll know whether a given provision is “market” or “industry standard” – a must before your next negotiation. Whether you are dealing with claw back provisions or “next round financing”, cram downs or the “overhang problem”, this definitive book brings you the in-depth, nuanced answers you need to achieve your objectives.

Key Topics Covered:

Chapter 1: Introduction to Series A Financing: Glossary of Terms

Introduction to Venture Capital
Glossary of Terms

Chapter 2: Model Term Sheets

The Term Sheet
Counsel’s Conflicting Roles in Drafting Term Sheets
“Play or Pay”
Terms: The Economic and Practical Impact
Valuation: Model Resolutions of Special Meeting of the Board of Directors Establishing Fair Market
Piercing the Corporate Veil

Chapter 3: Series A Round Definitive Documents

Model Stock Purchase Agreement
Stock Purchase Agreement (Series A)–Biotech
Preferred Stock Purchase Agreement (Short Form)
Term Sheet: Series A Preferred Stock
Model Subscription Agreement, Convertible Preferred Stock
Model Stockholders Agreement
Model Common Stock Warrant
Model Registration Rights Agreement
Registration Rights Agreement (Short Form)
Sample Opinion Of Issuer’s Counsel
Series A Convertible Preferred: Model Certificate of Designation
Confidentiality Agreement (Short Form)
Non-Disclosure Agreements
Model Indemnification Agreement (Compact Model Form)
Model LLC Agreement
Full-Ratchet Weighted Average, Broad-Based Calculations
Due Diligence Checklist

Chapter 3A: General Partner Issues and Documentation

General Partner: LLC Agreement
Model LLC Agreement for Advisers Fund
The General Partnership Vehicle as an LLC
Placement Fees as Organizational Expenses
Side Letters and Special Treatment of Limited Partners
Co-Investment Rights for LPs: Sample Side Letter
Limited Partner’s Right to Obtain Access to Identities of Other Limited Partners
Model Side Letter with State Pension Plan Trustee
Inadequate PPM Disclosure
Mandatory Registration
New Rules of the Road for Advisers to Private Funds
Secondary Trading of Limited Partnership Interests in Private Equity Funds
Creditors Of Insolvent LLCs Do Not Have Derivative Standing
Limiting Your Liability: Protect Yourself with a Well-Written General Release

Chapter 4: Fiduciary Duties of Controlling Shareholders in Down Rounds

Introduction to Down-Rounds
Venture Financing and the Concept of Fiduciary Duty
The Burnout Transaction Illustrated
Multiple Series of Securities
Fiduciary Duty in Corporate Governance: Public Corporations
Fiduciary Duty in the Close Corporation Context
Procedures for Protecting VC-Nominated Directors of Portfolio Companies
Dilutive Recapitalization
Defenses to Burn Outs: “Up the Ladder” Warrants
Six Rules for VC Backed Directors of Portfolio Companies
Side Letters and Special Treatment of LP’s: Problems and Commentary

Chapter 5: The Placement Memorandum

Preparation and Content of Placement Memorandum
Model Placement Memorandum (Series A Round)
Model Placement Agent Agreement

Chapter 6: Portfolio Companies: Anti-Dilution and Compensation Issues

Historical Background of Venture Capital Finance
The Death Spiral or The Infinite Regress
Section 409A of the Internal Revenue Code
Conclusion

Chapter 7: Survey of Value of Deal Terms to Venture Capitalists

Introduction to the Survey
Survey Design
Survey Results
Conclusion
Industry Standard Deal Terms for Private Equity and Venture Capital: 29 Answers and Best Practices
Private Equity In The Crosshairs
Fenwick & West: Venture Capital Survey Silicon Valley First Quarter 2014
Fenwick & West: Venture Capital Survey Silicon Valley Second Quarter 2014
Fenwick & West: Venture Capital Survey Silicon Valley Third Quarter 2014
Fenwick & West: Venture Capital Survey Silicon Valley Fourth Quarter 2014
The VCExperts IT/Software Industry Report
Fenwick & West: Venture Capital Survey Silicon Valley Second Quarter 2015
Fenwick & West: Venture Capital Survey Silicon Valley Third Quarter 2015
Fenwick & West: Venture Capital Survey Silicon Valley Fourth Quarter 2015
Fenwick & West: Venture Capital Survey Silicon Valley First Quarter 2016
Fenwick & West: Venture Capital Survey Silicon Valley Second Quarter 2016
Fenwick & West: Venture Capital Survey Silicon Valley Third Quarter 2016

Chapter 8: Anatomy of a Cram Down: Selected Documents from a Series AA Financing

Anatomy of a Round Cramming Down the Prior Series of Preferred
Closing Agenda
Consent of the Board of Directors
Consent of the Stockholders
Waiver of Anti-Dilution Adjustment
(Fifth) Amended and Restated Certificate of Incorporation
Series AA Preferred Stock Purchase and Exchange Agreement
(Fifth) Amended and Restated Stockholders Agreement
Amended and Restated Registration Rights Agreement
Certificate of the Secretary
Compliance Certificate
Transmittal Letter
Joinder Agreement to the Series AA Preferred Stock Purchase and Exchange Agreement
Joinder Agreement to Fifth Amended and Restated Stockholders Agreement
Joinder Agreement to the Amended and Restated Registration Rights Agreement
(Sixth) Amended and Restated Certificate of Incorporation
Alternative Term Sheet B Round (Cram Down Features)
Term Sheet, E Round: Selected Clauses Specific to Cram Downs
Benchmark Capital v. CIBC: Parent Subsidiary Merger Enables a ‘Cram Down’ Despite An Ostensible Veto

Chapter 9: Revising Expectations: The Future of Venture Capital and Entrepreneurship

Introduction
The New World
Challenges for the Future
Resetting Expectations
Hidden Traps: Rewards-Based Crowdfunding
Critical Change in Section 1202 of the Tax Law
IRS Tax Section 1202: Excluding Your Gains on Small Business Investments
Explanation Of A Special Purpose Vehicle (SPV)
Nine Reasons Your Start-Up Needs Patents
Economics 101
What Makes a Good Business Plan?
Employee Stock Ownership: Empowering It Through A New Law
The Entrepreneur’s Shares: A Balanced Approach To Founder’s Equity
What You Need to Get Done Now If You Want to Sell Your Company
Why You Should Be Using a Board of Advisors and How to Get the Most Benefit From It
Form of Stock Incentive Plan
Form of Master Services Agreement with Statement of Work
Form of Non-Disclosure Agreement with Amendment No. 1

Chapter 10: Delaware Guidelines

Delaware Reinforces the Limits on Indemnification Claims
Delaware’s Duty of Disclosure
Designating Delaware’s Court of Chancery as the Exclusive Jurisdiction for Intra-Corporate Disputes
Delaware M&A Guidelines
Delaware Court of Chancery Clarifies Application of Business Judgment Review in Post-Closing Merger Context
KKR Financial-Strong Confirmation by Delaware Chancery Court of Its Preference for Business Judgment Review Whenever Possible
Delaware Formally Adopts Proposed Statutory Amendments Governing Mergers Following the Completion of a Tender Offer
It’s Not Just A Delaware Thing: Other Courts Are Also Questioning Disclosure-Only Settlements In M&A Litigation

Chapter 11: Board of Director Issues

Good Corporate Governance: Best Practices for Creating Value
Note on Indemnification
Model Agreement of Indemnification of Directors and Officers
Model Indemnification Agreement (Compact Model Form)
Model Indemnification Trust Agreement
Indemnity for Investment Professionals
The Fiduciary Duties of Directors in Negotiated Contractual Terms to Redeem Stock
Controlling Stockholder Transactions and Applying Entire Fairness Analysis
Contractual Nature of Preferred Stockholder Rights
Mergers and Compensation
Forms for Board of Director Issues
Fiduciary Duties of Fund Control Persons
The Dodd-Frank Act
Ability of Corporation to Redeem Preferred Stock
Appraisal as the Exclusive Remedy in Connection With a Short Form Merger
Limiting Private Equity Fund Exposure to the ERISA Obligations of Portfolio Companies
FTC Warns Investors Against “Abuse” of Investment-Only HSR Exemption
The Use of Unregistered Broker-Dealers by Investment Advisers
An Ounce of Prevention – Some Guidance for Target Boards
FATCA and Its New Effective Dates
A Key Reminder to Directors of Delaware Corporations When Granting Equity Awards under an Equity Incentive Plan
Regulation A+ Takes Effect on June 19, 2015: Making the Grade?
SEC Enforcement Action Related to Private Equity Fees and Expenses
SEC Action Against Private Fund Adviser Highlights Importance of Proper Expense Apportionment
FinTech Companies Face Big Privacy Challenges in 2016
Seniority Matters