Advanced Private Equity Term Sheets and Series A Documents

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Law Journal Press, 2003 - Law - 600 pages
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"If you have a desire to understand from top to bottom the terms of a private equity transaction and why each term/clause/section is negotiated in or out of a deal, then you should purchase this book. In short, it is an excellent desk companion for any private equity professional." -- Paul J. Marino, Visionaries: The Young Venture Capital Society Newsletter

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 with a CD 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.

Book ʡ loose leaf with a CD, one volume, 1,416 pages; published in 2003, updated as needed; no additional charge for updates during your subscription. Looseleaf print subscribers receive supplements. The online edition is updated automatically. ISBN: 978-1-58852-120-0.
 

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Contents

CHAPTER 1
2-1
by the Term Sheet 225
2-25
CHAPTER 3
3-1
Term Sheets 229
3-2
Subscription Agreement 394
3-94
CHAPTER 4
4-1
CHAPTER 5
5-1
CHAPTER 6
6-1
Fiduciary Duty 444
6-4
CHAPTER 7
7-1
CHAPTER 8
8-1
Stock Purchase and Exchange Agreement 8103
8-103
CHAPTER 9
9-1
Copyright

Common terms and phrases

About the author (2003)

Joseph W. Bartlett is Of Counsel in the New York office of Sullivan & Worcester LLP. A former Undersecretary of Commerce, law clerk to Chief Justice Earl Warren and President of the Boston Bar Association, Mr. Bartlett graduated from Stanford Law School, where he was president of the Law Review. He is the author of articles and books on venture capital and is Courtesy Professor at Cornell University, The Johnson School of Business. He has been an Acting Professor of law at Stanford University and an Adjunct Professor at New York University School of Law. Mr. Bartlett is admitted to practice in New York, Massachusetts and Washington, D.C.

Ross Barrett is a Co-founder, President & COO of VC Experts, Inc. and a Partner at VCE Capital, Inc., which manages two venture funds (Louisiana Ventures, LP and TVP, LP). He received his masters degree in taxation from New York University School of Law and his J.D. from Louisiana State University School of Law. A former legislative aide on Capitol Hill specializing in risk assessment and regulatory reform, Mr. Barrett is the author of numerous articles on venture capital. Mr. Barrett sits on the Board of Mark Ventures, LLC, a New York based venture capital fund.

Mike Butler is with TPG-Axon Capital. Previously he was a Corporate Associate at Ropes & Gray LLP in New York where he worked with a variety of venture capital funds, private equity funds and start-up companies, and provides assistance on formation, transaction structuring and negotiation and tax issues. Mr. Butler received his law degree from New York University Law School in 2003 and his LLM in Taxation from NYU's Graduate Tax Program in 2005.

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