Venture Capital & Public Offering Negotiation - 156706339X - 9781567063394

Venture Capital & Public Offering Negotiation by Michael J. Halloran

by: Michael J. Halloran
December 1995, ISBN 156706339X
ISBN 13: 9781567063394
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19 December 2012

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Get expert strategies and advice from more than 40 top venture capital specialists! Representing the busiest, most dynamic corporate law firms in the U.S., these experts show you how they:

Structure and negotiate deals

Comply with all relevant legal requirements

Understand and untangle tax and accounting problems

Document transactions

And more.

Step-by-step guidance -- with ready-to-use forms and documents for your own transactions -- helps your work go quickly and smoothly. You'll also find detailed practical information on all the latest developments in the start-up financing and IPO process, including: limited liability company arrangements, technology-based partnering arrangements, IRS "check-the-box" regulations, the latest SEC policies and rule revisions, emerging ERISA issues, federal securities exemptions for venture financing, and much more!

Part 1: Formation of the Venture Capital Fund

Chapter 1. Agreement of Limited Partnership
Chapter 2. Limited Liability Company Agreement
Chapter 3. Venture Fund Private Placement Memorandum
Chapter 3A. Small Business Investment Company
Chapter 4. Investment by Retirement plans in Venture Capital funds under the Employee Retirement Income Security Act of 1974 (“ERISA”)
Chapter 5. Investment Company Act and Investment Advisers Act Considerations for Venture Capital Funds
Chapter 5A. Public and Private Business Development Companies

Part 2: Making Portfolio Company Investments

Chapter 6. Portfolio Company Investments: Hi-Tech Corporation—Getting to the Term Sheet
Chapter 7. Hi-Tech Corporation: Series B Preferred Stock Purchase Agreement
Chapter 8. Hi-Tech Corporation: Amended and Restated Certificate of Incorporation
Chapter 9. Hi-Tech Corporation Investors’ Rights Agreement
Chapter 10. Hi-Tech Corporation: Series B Preferred Stock Warrant
Chapter 10A. Down Round Financings
Chapter 11. Hi-Tech Corporation: Convertible Subordinated Promissory Note
Chapter 12. Hi-Tech Corporation: Right of First Refusal and Co-Sale Agreement
Chapter 12A. Voting Agreements
Chapter 13. Hi-Tech Corporation: Employee Stock Purchase Agreement
Chapter 14. Hi-Tech Corporation: Proprietary Information and Inventions Agreement
Chapter 15. Tax Implication of Equity Based Compensation Programs of Portfolio Companies
Chapter 16. Federal Securities Law Exemptions Used for Venture Capital Placements and Employee Stock Purchases: Regulation D, Section 4(2), Rule 701, and Other Exemptions
Chapter 17. Regulations S
Chapter 18. Some Aspects of Representation of the Investor Group in a Venture Capital Financing
Chapter 19. Creating Successful Technology-Based Corporate Partnering Arrangements

Part 3: Taking the Portfolio Company Public

Chapter 20. Initial Public Offerings; Introduction and Summary of Part III
Chapter 21. Letter of Intent
Chapter 22. The IPO Organizational Meeting
Chapter 23. Time and Responsibility Schedule and Checklist
Chapter 24. Due Diligence Materials
Chapter 25. Corporate Publicity and the Offering Process
Chapter 26. Model Selling Stockholder Documents
Chapter 27. Initial SEC Filing Letters and Confidential Treatment Requests
Chapter 28. Prospectus/Free Writing Prospectus
Chapter 29. SEC Comment Letters and Responses
Chapter 29A. Identifying and Avoiding “Cheap Stock” Problems
Chapter 30. Blue Sky Memorandum
Chapter 31. FINRA Materials
Chapter 32. Underwriter and Dealer Materials
Chapter 33. Auditors’ Materials
Chapter 34. Closing Mechanics, Memorandum of Closing and Closing Documents
Chapter 35. Compliance Policies and Procedures for Newly Public Companies
Chapter 35A. Corporate Governance Considerations for Pre-IPO and Newly Public Companies
Chapter 36. Obligations and Potential Liabilities of Attorneys in Public and Private Offerings
Chapter 37. Electronic Media in the Initial Public Offering Process