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 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.
Outline
- Venture capital deal structures
- Convertible note financing
- SAFE
- Priced equity
- Issues to consider in documenting a venture capital financing
- Certificate of incorporation (charter)
- Stock purchase agreement (SPA)
- Investors' rights agreement (IRA)
- Voting agreement (VA)
- Right of first refusal and co-sale agreement (ROFR)
- Management rights letter (MRL)
- Director indemnification agreement
- CFIUS language
- Takeaways from the latest revisions to NVCA forms
- Special issues when dealing with strategic investors/corporate venture capital
- Special issues when dealing with foreign investors
- The growing trend of impact investors
Benefits
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?
Faculty
James C. Chapman
Partner
Rimon
Mr. Chapman focuses his practice on securities law, venture capital, mergers and acquisitions, and international... | Read More
Mr. Chapman focuses his practice on securities law, venture capital, mergers and acquisitions, and international business transactions. He counsels publicly traded and privately held clients on public offerings, private placements, debt financings, venture capital transactions, mergers and acquisitions, and related transactions. Mr. Chapman also represents venture capital firms, angels, and private equity groups in their investments. With 30 years of experience in corporate and securities law, he has represented clients in over 300 mergers, acquisitions, and financing transactions.
Close
Steven M. Cohen
Partner
Morgan, Lewis & Bockius
Mr. Cohen represents entrepreneurs, private equity investors, and venture capital funds. He advises clients in such... | Read More
Mr. Cohen represents entrepreneurs, private equity investors, and venture capital funds. He advises clients in such industries as technology, life sciences, chemicals, consumer products, digital health, and fintech. He counsels mid-Atlantic region investors and emerging growth companies in a variety of business transaction including equity financing transactions, mergers and acquisitions (M&A), divestitures, initial public offerings (IPOs), joint ventures, and international strategic partnerships. He is the former chair of the firm’s emerging companies and venture capital practice. Mr. Cohen helps develop and implement growth strategies, working with companies throughout their entire lifecycle.
Close
Dror Futter
Senior Counsel
Touro University
Mr. Futter is the Senior Counsel to the President of Touro University. Previously he was a venture... | Read More
Mr. Futter is the Senior Counsel to the President of Touro University. Previously he was a venture capital and technology attorney in private practice. He has been the general counsel of both a venture capital firm and a venture backed startup. Mr. Futter serves on the legal advisory board of the Angel Capital Association and previously served on the Model Forms Drafting Group of the National Venture Capital Association. Mr. Futter participated in the drafting of the Angel Capital Association's Model Convertible Promissory Note.
Close
Carl A. Valenstein
Partner
Morgan, Lewis & Bockius
Mr. Valenstein focuses his practice on domestic and international corporate and securities matters, mergers and... | Read More
Mr. Valenstein focuses his practice on domestic and international corporate and securities matters, mergers and acquisitions, project development, and transactional finance. He works extensively in a variety of industries, including the life sciences, telecom/electronics, renewable energy, and maritime industries, and has worked broadly in Latin America, the Caribbean, Europe, Africa, Asia, and the Middle East. Mr. Valenstein previously served as co-chair of the International Section of the Boston Bar Association and co-chairs the firm’s ESG and sustainability advisory practice and Cuba initiative. He is the former leader of the Boston office corporate and business transactions practice.
Close