Thursday, May 18, 2017 | 6 pm – 9 pm
Program Chair
Charles E. Torres
Perkins Coie LLP
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New York’s entrepreneur community continues to grow, both geographically across the boroughs and into new technologies and industries. Whether it’s disrupting familiar industries with new technologies, creating entirely new industries, or even bringing new approaches to old problems, our tech scene is thriving, generating jobs, and drawing investment from a myriad of sources. This CLE will give you an end-to-end view of representing companies in venture financing transactions, with practical tips for efficient negotiation and execution and a focus on business issues that attorneys can – and should – bear in mind as they advise their clients, regardless of which party they are representing. The faculty will start with a baseline discussion of preparing your client for a venture financing transaction, including addressing issues related to corporate governance and intellectual property. Next, the faculty will discuss the regulatory framework for venture financing transactions. Finally, the faculty will discuss key provisions that attorneys must address in setting the terms of the venture financing deal, including valuation and other economic terms, the different forms that these transactions can take, and common issues that can derail deals.
Live Program/Webcast: Member: $199.00 | Nonmember: $299.00
Small Law Firm Member: 99.00 -
Samir Bakhru
Orrick, Herrington & Sutcliffe LLPTimothy Gladden
Rimon, P.C.Michael Kurzer
Ropes & Gray LLPJames Murray
ExSight VenturesMitchell Raab
Olshan Frome Wolosky LLP -
6:00 pm – 6:10 pm Introduction
Charles E. Torres- Faculty Introductions and Program Overview
6:10 pm – 6:40 pm Structuring a High Growth Company
Charles E. Torres- Company Structure
- C Corp. v LLC
- Relationship Among the Founders
- Vesting
- Employees, Consultants and Service Providers
- Offers Letters, NDAs, and Invention Assignment Agreements
- IP Protection (see next portion of the program)
- Confirming Company’s Ownership of IP
- Restrictive Covenants
- Corporate Governance
- Equity Issuances – “Validly Issued and Fully Paid”
- Option Plan
- Rule 409A and IRC Section 83(b)
- Capitalization Tables
- eShares, CapMx, and Similar Platforms
- Worker Classification
- Material Contracts
- Advising the Board and Management on Fiduciary Duties
- Other Housekeeping Matters
- Good Standings and Qualifications
- Insurance (Workers’ Comp.)
- Facilitating Investor Diligence
- When to Raise Capital?
6:40 pm – 7:10 pm Assessing and Securing Your Client’s Intellectual Property
Michael Kurzer- What is Intellectual Property? Description of Various Types:
- Trademarks
- Copyrights
- Patents
- Trade Secrets
- Setting a Plan of IP Protection
- Team Agreements
- Licensing and Development Agreements
- Consulting and Development Agreements
- Selected IP Issues
- Open-Sourced Code in Software Products
- Provisional Patents
- Website Privacy Protection
7:10 pm – 7:40 pm Regulatory Framework
Mitchell Raab- Registration of Sales of Securities
- Regulation D
- Features of a Rule 506(b) Offering
- Types of Investors
- Rule 506(b)
- Rule 506(c)
- Rule 506(d) Bad Actor Disqualifications and Disclosure
- Form D and Blue Sky Laws
- Offering Documentation
- SPA v PPM/Subscription Approach
7:40 pm – 7:50 pm Break 7:50 pm – 8:10 pm Valuation and Deal Structure
Timothy Gladden- How Much Capital to Raise?
- What to Raise? Typical Venture Financing Structures
- Equity v. Debt
- Early Stage v. Later Stage
- Where to Raise Capital?
- Valuation
- Contrast from a 409A Valuation
- Option Pool Included? Effects of ESOPs on Valuation
- Approaches
- Early Stage v. Late Stage
- Advising Companies on Finding Capital
- Structure of an Early Stage Deck
8:10 pm – 8:40 pm Deal Terms
Samir Bakhru- Other Economic Terms
- Dividends
- Liquidation Preferences
- Conversion
- Voluntary v. Mandatory
- Anti-dilution
- Full Ratchet v. BBWA
- Redemption Rights
- Control and Information Rights
- Board of Directors Designation Rights
- Stockholder Protective Provisions
- Designated Director Approval Rights
- Information Rights
- “Influence” Over Employee Issues
- Rights Relating to Future Sales of Securities
- Preemptive or “Participation Rights”
- Rights of First Refusal and Co-Sale
- Drag-Along
- Registration Rights
- Typical Forms: National Venture Capital Association
8:40 pm – 9:00 pm Q&A; Questions with a VC
James Murray -
NY: 3.0 Professional Practice
NJ: 3.2 General
CA: 3.0 General
PA: 2.5 General -
Sponsorship Opportunities are Available! Please Contact:
Sponsoring Committee: Emerging Companies | Charles E. Torres, Chair
Maricela Alfonso, Membership and CLE Relations Associate | (212) 382-6608 | MAlfonso@nycbar.org
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