Structuring Venture Capital Financing: Amended NVCA Model Agreements

Description

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.