Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist

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en Limba Engleză Carte Hardback – 03 Jan 2017
Get the inside scoop on what venture capitalists want to see in your startup as you hit the fundraising trail. This is the highly anticipated third edition of the best-selling book which has become the definitive resource for understanding venture capital fundraising.
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ISBN-13: 9781119259756
ISBN-10: 1119259754
Pagini: 304
Dimensiuni: 162 x 230 x 26 mm
Greutate: 0.45 kg
Ediția: 3rd Edition
Editura: Wiley
Locul publicării: Hoboken, United States

Public țintă

Entrepreneurs, students, and professors

Textul de pe ultima copertă

Praise for Venture Deals

"My biggest nightmare is taking advantage of an entrepreneur without even realizing it. It happens because VCs are experts in financings and most entrepreneurs are not. Brad and Jason are out to fix that problem with Venture Deals. This book is long overdue and badly needed."
--Fred Wilson, Managing Partner, Union Square Ventures

"Feld and Mendelson pack a graduate-level course into this energetic and accessible book. The authors' frank style and incisive insight make this a must-read for high-growth company entrepreneurs, early-stage investors, and graduate students. Start here if you want to understand venture capital deal structure and strategies. I enthusiastically recommend."
--Brad Bernthal, CU Boulder, Associate Clinical Professor ofLaw, Technology Policy, Entrepreneurial Law

"A must-read book for entrepreneurs. Brad and Jason demystify the overly complex world of term sheets and M&A, cutting through the legalese and focusing on what really matters. That's a good thing not just for entrepreneurs, but also for venture capitalists, angels, and lawyers. Having an educated entrepreneur on the other side of the table means you spend your time negotiating the important issues and ultimately get to the right deal faster."
--Greg Gottesman, Managing Director, Madrona Venture Group

"Venture Deals is a must-read for any entrepreneur contemplating or currently leading a venture-backed company. Brad and Jason are highly respected investors who shoot straight from the hip and tell it like it is, bringing a level of transparency to a process that is rarely well understood. It's like having a venture capitalist as a best friend who is looking out for your best interests and happy to answer all of your questions."
--Emily Mendell, Vice President of Communications, National Venture Capital Association

"The adventure of starting and growing a company can be exhilarating or excruciating--or both. Feld and Mendelson have done a masterful job of shedding light on what can either become one of the most helpful or dreadful experiences for entrepreneurs--accepting venture capital into their firm. This book takes the lid off the black box and helps entrepreneurs understand the economics and control provisions of working with a venture partner."
--Lesa Mitchell, Vice President, Advancing Innovation, Kauffman Foundation


Foreword xi Preface xiii Acknowledgments xix Introduction: The Art of the Term Sheet 1 1 The Players 5 The Entrepreneur 5 The Venture Capitalist 6 The Angel Investor 8 The Syndicate 10 The Lawyer 11 The Mentor 13 2 How to Raise Money 15 Do or Do Not; There Is No Try 15 Determine How Much You Are Raising 16 Fund–Raising Materials 17 Due Diligence Materials 23 Finding the Right VC 23 Finding a Lead VC 25 How VCs Decide to Invest 26 Closing the Deal 28 3 Overview of the Term Sheet 31 The Key Concepts: Economics and Control 32 4 Economic Terms of the Term Sheet 35 Price 35 Liquidation Preference 41 Pay–to–Play 47 Vesting 50 Employee Pool 54 Antidilution 55 5 Control Terms of the Term Sheet 61 Board of Directors 61 Protective Provisions 63 Drag–Along Agreement 68 Conversion 70 6 Other Terms of the Term Sheet 73 Dividends 73 Redemption Rights 75 Conditions Precedent to Financing 77 Information Rights 79 Registration Rights 80 Right of First Refusal 83 Voting Rights 84 Restriction on Sales 85 Proprietary Information and Inventions Agreement 86 Co–Sale Agreement 87 Founders’ Activities 88 Initial Public Offering Shares Purchase 89 No–Shop Agreement 90 Indemnification 93 Assignment 93 7 The Capitalization Table 95 8 How Venture Capital Funds Work 99 Overview of a Typical Structure 99 How Firms Raise Money 101 How Venture Capitalists Make Money 102 How Time Impacts Fund Activity 106 Reserves 108 Cash Flow 110 Cross–Fund Investing 111 Departing Partners 111 Fiduciary Duties 112 Implications for the Entrepreneur 112 9 Negotiation Tactics 113 What Really Matters? 113 Preparing for the Negotiation 114 A Brief Introduction to Game Theory 116 Negotiating in the Game of Financings 118 Negotiating Styles and Approaches 120 Collaborative Negotiation versus Walk–Away Threats 123 Building Leverage and Getting to Yes 124 Things Not to Do 126 Great Lawyers versus Bad Lawyers versus No Lawyers 129 Can You Make a Bad Deal Better? 129 10 Raising Money the Right Way 133 Don’t Ask for a Nondisclosure Agreement 133 Don’t Email Carpet Bomb VCs 134 No Often Means No 134 Don’t Ask for a Referral If You Get a No 134 Don’t Be a Solo Founder 135 Don’t Overemphasize Patents 136 11 Issues at Different Financing Stages 137 Seed Deals 137 Early Stage 138 Mid and Late Stages 138 Other Approaches to Early Stage Deals 139 12 Letters of Intent—The Other Term Sheet 145 Structure of a Deal 146 Asset Deal versus Stock Deal 149 Form of Consideration 151 Assumption of Stock Options 152 Representations, Warranties, and Indemnification 155 Escrow 157 Confidentiality/Nondisclosure Agreement 158 Employee Matters 159 Conditions to Close 160 The No–Shop Clause 161 Fees, Fees, and More Fees 162 Registration Rights 163 Shareholder Representatives 164 13 Legal Things Every Entrepreneur Should Know 167 Intellectual Property 167 Employment Issues 169 State of Incorporation 170 Accredited Investors 170 Filing an 83(b) Election 171 Section 409A Valuations 172 Authors’ Note 175 Appendix A: Sample Term Sheet 177 Appendix B: Sample Letter of Intent 197 Glossary 205 About the Authors 213 Index 215


"...offers hard–headed advice on dealing with lawyers and venture capitalists, so you can make the right decisions for you and your business..." ( , 30th January 2012) "Long term horizons, coupled with clear analysis in the book, provide a clear understanding and historical perspective into financial crises" ( Ad–Hoc–News , November 2011)
‘An amazingly beneficial title which enables you to evolve your business mind and enhance your investment viability.’ (AndrewShort.ord, April 2012)

Notă biografică

Brad Feld has been an early–stage investorand entrepreneur for over twenty years. Prior tocofounding Foundry Group—a Boulder, Colorado—based early–stage venture capital fund that invests in information technology companies all over the United States—he cofounded Mobius Venture Capital and, prior to that, founded Intensity Ventures, a company that helped launch and operate software companies and later became a venture affiliate ofthe predecessor to Mobius Venture Capital. Jason Mendelson has over a decade ofexperience in the venture capital and technologyindustries in a multitude of investing, operational, and engineering roles. Prior to cofounding FoundryGroup, he was a managing director and general counsel for Mobius Venture Capital, where he also acted as its chief administrative partner overseeingall operations of the firm. Mendelson was also an attorney with Cooley LLP, where he practiced corporate and securities law with an emphasis on representation of emerging companies in private and public financings as well as mergers and acquisitions.