Anatomy of a Venture Financing

 Tuesday, March 1, 2016| 6:00 pm – 9:00 pm

Program Chair
Charles Torres
Lowenstein Sandler

  • 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 a venture financing transaction, with practical tips for efficient negotiation and execution. The faculty will start with a baseline discussion of the different forms these transactions can take as well as different types of venture investor. Next, the faculty will discuss key provisions that attorneys must address as well as common issues that can derail deals. Finally, the faculty will focus on business issues relating to venture financing that attorneys can – and should – bear in mind as they advise their clients, regardless of which party they are representing.

    Live Program/Webcast/DVDs & CDs: $229 Member | $329 Nonmember

    Small Law Firm: $119  Member | $219 Nonmember

    On-Demand: $179 Member| $279 Nonmember

    Materials Only (No CLE Credit): $99 Member| $129 Nonmember 

  • Program Chair
    Charles Torres
    Lowenstein Sandler


    John C. Knapp
    General Counsel & Head of Operations

    Siobhan McCleary
    Senior M&A Transactional Attorney, Accenture

    Lou Smookler
    Vice President & Counsel
    Credit Agricole CIB

    Erik Syvertsen
    Olshan Frome Wolosky LLP

  • 6:00 pm – 6:10 pm


    • Faculty Introductions and Program Overview
    • When to Raise Capital?
    • How Much Capital to Raise?
    • What to Raise?
      • Typical Venture Financing Structures
      • Equity Debt
      • Early Stage v. Later Stage
    • Where to Raise Capital?

    Charles Torres

    6:10 – 6:40 pm

    Regulatory Framework                                                                   

    • Registration of Sales of Securities
    • Regulation D
    • Features of a Rule 506 Offering
      • Types of Investors
      • Accredited v Non-Accredited
      • Sophistication
      • Information
      • No General Advertising or Solicitation
      • No Resale Intention
    • Form D and BlueSky laws
    • SPA v PPM/Subscription Approach

    Erik Syvertsen

    6:40 pm –7:10 pm

    Taking Stock of the Company:  Performing a “Legal Audit”


    • Company Structure
      • C-corp. v LLC
      • Relationship Among the Founders
      • Vesting
    • Corporate Governance
      • Equity Issuances – “Validly Issued and Fully Paid”
      • Option Plan
      • 409a and 83(b)
      • eShares and Similar Platforms
    • IP Protection (see next portion of the program)
      • Assets owned by owners vs. owned by company
      • NDAs
    • Employees, Consultants and Service Providers
      • Offer Letters, NDAs and Invention Assignment Agreements
      • Promised Equity
      • Worker Classification
    • Material Contracts
    • Good Standings and Qualifications
    • Insurance (Workers Comp.)
    • Facilitating Investor Diligence

    Siobhan McCleary and Lou Smookler

    7:10 pm – 7:40 pm

    Assessing and Securing the Company’s Intellectual Property


    • Description of Various Types of IP
    • Confirming Company’s Ownership of IP
    • Confirming a plan of IP Protection
    • Registrable IP
    • Selected IP issues
      • Open-Sourced Code in Software Products
      • Provisional Patents

    John Knapp

    7:40 pm – 7:50 pm


    7:50 pm – 8:30 pm

    Setting the Terms of the Deal

    • Valuation
      • Approaches
      • Early Stage v Late Stage
      • Option Pool Included? Effects of ESOPs on Valuation
      • Contrast from a 409a Valuation
    • Other Economic Terms
      • Dividends
      • Liquidation Preferences
      • Conversion
      • Voluntary v Mandatory
      • Anti-dilution
      • Full Ratchet v BBWA
    • Control and Information Rights
      • Board of Directors Designation Rights
      • Designated Director Approval Rights
      • Fiduciary Duties
      • Shareholder Protective Provisions
      • Information Rights
    • Rights Relating to Future Sales of Securities
      • Preemptive and Participation Rights
      • Rights of First Refusal and Co-Sale
      • Drag-Along
      • Registration Rights
    • Typical Forms: National Venture Capital Association

    Siobhan McCleary and Lou Smookler

    8:30 pm – 8:45 pm

    Finding Capital

    • Eleven Guiding Principals
    • Three Directives:
      • Pitch Warmly
      • Pitch Visually
      • Pitch Succintly
    • Structure of an Early-Stage Deck

    Charles Torres

    8:45 pm – 9:00 pm Q&A


  • NY: 3.0 professional practice
    NJ: 3.4 general
    CA: 3.0 general
    PA: 2.5 general

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