Monday, March 11, 2019 | 6:00 p.m. – 9:00 p.m.
| Program Chair: |
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| Charles E. Torres Perkins Coie LLP |
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This CLE will give attendees an end-to-end view of a 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
Live Program & Webcast: $199 for Members | $299 for Nonmembers
In-House Counsel: Free for Members | $219 for Nonmembers
Small Law Firm: $99 for MembersMembers who are Recent Law Graduates, Newly Admitted Lawyers or Judges (and their staff) attend this program for free.
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Samir Bakhru
Orrick, Herrington & Sutcliffe LLPTimothy Gladden
Rimon, P.CMichael Kurzer
Ropes & Gray LLPJames Murray
ExSight Ventures, LLCMitchell Raab
Olshan Frome Wolosky LLP -
6:00 p.m. – 6:30 p.m. 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 p.m. – 7:40 p.m. Break 7:40 pm – 8:00 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
8:00 pm – 8:30 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
8:30 pm – 9:00 pm Q&A; Questions with a VC; Trends in the Market James Murray
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CLE Credit
New York: 3.0 Professional Practice
New Jersey: 3.2 General
California: 3.0 General
Pennsylvania: 2.5 General -
Sponsoring Association Committee:
Emerging Companies | James C. Murray, Jr.Sponsorship Opportunities are Available! Please Contact:
Angie Avila, Membership Outreach and Sponsorships Manager | (212) 382-6608 | aavila@nycbar.org______________________________________________________________