2022 Advanced Private Equity Term Sheets and Series A Documents - 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

For more information about this book visit https://www.researchandmarkets.com/r/e4wb78