Thursday, May 6, 2021 | 6:00 pm – 9:00 pm
James C. Murray, Jr.
Partner
Exsight Ventures, LLC
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This CLE will give attendees an end-to-end view of venture financing transactions, with practical tips for efficient negotiation and execution. Key topics covered will include:
- Structuring a High Growth Company
- Assessing and Securing Your Client’s Intellectual Property
- Regulatory Framework
- Valuation and Deal Structure
- Deal Terms
- Trends in the Market
Program Fee: $149 for Members | $249 for Nonmembers
Members who are Law Students, Recent Law Graduates, Newly Admitted Lawyers (admitted for the first time in any state or country 2019-2021), In-House/Corporate Counsel, Judges, and attorney members who practice within the Government, Academic or Not-for-Profit sectors attend this program for free.
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Charles E. Torres
Perkins Coie LLPSamir Bakhru
Orrick, Herrington & Sutcliffe LLPTimothy Gladden
Rimon, P.C.Michael Kurzer
Ropes & Gray LLPMitchell Raab
Olshan Frome Wolosky LLP -
6:00 pm – 6:30 pm
Structuring a High Growth Company
Charles Torres- The Players
- Company Structure
- Relationship Among the Founders
- Equity Allocation
- Vesting
- Employees, Consultants and Service Providers
- Offer Letters, NDAs, and Invention Assignment Agreements
- IP Protection (see next portion of the program)
- Restrictive Covenants
- Corporate Governance
- Equity Issuances
- Option Plan Basics
- Rule 409A and IRC Section 83(b)
- Capitalization Tables
- Worker Classification
- Material Contracts
- Advising the Board and Management on Fiduciary Duties
- Other Housekeeping Matters
6:30 pm – 7:00 pm
Assessing and Securing Your Client’s Intellectual Property
Michael Kurzer- Overview
- 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
- Data Protection
- Social Media
7:00 pm – 7:30 pm
Regulatory Framework
Mitchell Raab- Registration of Sales of Securities
- Regulation D
- Features of a Rule 506 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
7:30 pm – 7:40 pm
Break7:40 pm – 8:05 pm
Valuation and Deal Structure
Timothy Gladden- When and What to Raise?
- Typical Venture Financing Structures
- Equity v. Debt
- Early Stage v. Later Stage
- How Much Capital to Raise?
- Where to Raise Capital (Historically)?
- Valuation
- Contrast to 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
8:05 pm – 8:35 pm
Deal Terms
Samir Bakhru- Other Economic Terms
- Dividends
- Liquidation Preferences
- Conversion
- Anti-dilution
- Redemption Rights
- Control and Information Rights
- Board of Directors Designation Rights
- Investor 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
8:35 pm – 9:00 pm
Questions with a VC; Trends in the Market; Q&A
James C. Murray, Jr. -
New York: 3.0 Professional Practice
New Jersey: 3.2 General
California: 3.0 General
Pennsylvania: 2.5 General
Connecticut: Available to Licensed Attorneys -
Sponsoring Association Committee:
Emerging Companies, James C. Murray, Jr.Sponsorship Opportunities are Available! Please Contact:
Angie Avila, Manager, Membership Outreach and Sponsorships | (212) 382-6608 | aavila@nycbar.org