Venture Deals

Venture Deals : Be Smarter Than Your Lawyer and Venture Capitalist

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A full revised edition of the Wall Street Journal bestselling book on startups and entrepreneurship As each new generation of entrepreneurs emerges, there is a renewed interest in how venture capital deals come together. Yet there is little reliable information focused on venture capital deals. Nobody understands this better than authors Brad Feld and Jason Mendelson. For more than twenty years, they've been involved in hundreds of venture capital financings, and now, with the Second Edition of Venture Deals, they continue to share their experiences in this field with you. Engaging and informative, this reliable resource skillfully outlines the essential elements of the venture capital term sheet from terms related to economics to terms related to control. It strives to give a balanced view of the particular terms along with the strategies to getting to a fair deal. In addition to examining the nuts and bolts of the term sheet, Venture Deals, Second Edition also introduces you to the various participants in the process and discusses how fundraising works.
* Fully updated to reflect the intricacies of startups and entrepreneurship in today's dynamic economic environment * Offers valuable insights into venture capital deal structure and strategies * Brings a level of transparency to a process that is rarely well understood Whether you're an experienced or aspiring entrepreneur, venture capitalist, or lawyer who partakes in these particular types of deals, you will benefit from the insights found throughout this new book.
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Product details

  • Hardback | 272 pages
  • 153 x 236 x 24mm | 462g
  • New York, United States
  • English
  • Revised
  • 2nd Revised edition
  • 1118443616
  • 9781118443613
  • 70,709

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Although it hasn't been very long since the first edition of "Venture Deals" was published, the need for information in this evolving field continues to grow. That's why Brad Feld and Jason Mendelson have returned with the "Second Edition" of "Venture Deals." While staying true to the original edition of this "Wall Street Journal" bestseller, the "Second Edition" contains timely updates--as well as new material on topics such as convertible debt financing--that will help you excel at this difficult endeavor. Some of today's fastest-growing entrepreneurial companies have financed themselves by raising venture capital. Yet few people have a firm grasp of how venture capital deals really come together. Nobody understands this situation better than Brad Feld and Jason Mendelson. For over twenty years, they've been involved in hundreds of venture capital financings, and now, with this practical guide, they continue to share their experiences in this field with you. "Venture Deals," "Second Edition" opens with an informative overview of the venture capital term sheet and takes the time to discuss the different parties who participate in venture capital transactions as well as how entrepreneurs should go about raising money from a venture capitalist. From here, the book skillfully outlines the essential elements of the venture capital term sheet--from terms related to economics to those related to control. Feld and Mendelson strive to give a balanced view of the particular terms along with the strategies to getting to a fair deal. In addition to examining the nuts and bolts of the term sheet, this reliable resource also reveals how VC firms operate, describes how to apply different negotiating tactics to your deals, and introduces you to issues you may face at different stages of financing. You'll also gain valuable insights into several common legal issues most startups face and, as a bonus, discover what a typical letter of intent to acquire your company looks like. Whether you're an experienced or aspiring entrepreneur, venture capitalist, or lawyer who partakes in these particular types of deals, you will benefit from the insights found throughout the "Second Edition" of "Venture Deals." For additional information that includes term sheets as well as all of the documents that are generated from the term sheet as part of venturing financing, visit the authors' website www.askthevc.com.
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Back cover copy

Praise for the "First Edition" of "Venture Deals" "My biggest nightmare is taking advantage of an entrepreneur without even realizing it. It happens because VCs are experts in financings and most entrepreneurs are not. Brad and Jason are out to fix that problem with "Venture Deals." This book is long overdue and badly needed."--Fred Wilson, Managing Partner, Union Square Ventures "Feld and Mendelson pack a graduate-level course into this energetic and accessible book. The authors' frank style and incisive insight make this a must-read for high-growth company entrepreneurs, early-stage investors, and graduate students. Start here if you want to understand venture capital deal structure and strategies. I enthusiastically recommend."--Brad Bernthal, CU Boulder, Associate Clinical Professor of Law, Technology Policy, Entrepreneurial Law "A must-read book for entrepreneurs. Brad and Jason demystify the overly complex world of term sheets and M&A, cutting through the legalese and focusing on what really matters. That's a good thing not just for entrepreneurs, but also for venture capitalists, angels, and lawyers. Having an educated entrepreneur on the other side of the table means you spend your time negotiating the important issues and ultimately get to the right deal faster."--Greg Gottesman, Managing Director, Madrona Venture Group ""Venture Deals" is a must-read for any entrepreneur contemplating or currently leading a venture-backed company. Brad and Jason are highly respected investors who shoot straight from the hip and tell it like it is, bringing a level of transparency to a process that is rarely well understood. It's like having a venture capitalist as a best friend who is looking out for your best interests and happy to answer all of your questions."--Emily Mendell, Vice President of Communications, National Venture Capital Association "The adventure of starting and growing a company can be exhilarating or excruciating--or both. Feld and Mendelson have done a masterful job of shedding light on what can either become one of the most helpful or dreadful experiences for entrepreneurs--accepting venture capital into their firm. This book takes the lid off the black box and helps entrepreneurs understand the economics and control provisions of working with a venture partner."--Lesa Mitchell, Vice President, Advancing Innovation, Kauffman Foundation
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Table of contents

Foreword xi Preface xiii Acknowledgments xix Introduction: The Art of the Term Sheet 1 1 The Players 5 The Entrepreneur 5 The Venture Capitalist 6 The Angel Investor 8 The Syndicate 10 The Lawyer 11 The Mentor 13 2 How to Raise Money 15 Do or Do Not; There Is No Try 15 Determine How Much You Are Raising 16 Fund-Raising Materials 17 Due Diligence Materials 23 Finding the Right VC 23 Finding a Lead VC 25 How VCs Decide to Invest 26 Closing the Deal 28 3 Overview of the Term Sheet 31 The Key Concepts: Economics and Control 32 4 Economic Terms of the Term Sheet 35 Price 35 Liquidation Preference 41 Pay-to-Play 47 Vesting 50 Employee Pool 54 Antidilution 55 5 Control Terms of the Term Sheet 61 Board of Directors 61 Protective Provisions 63 Drag-Along Agreement 68 Conversion 70 6 Other Terms of the Term Sheet 73 Dividends 73 Redemption Rights 75 Conditions Precedent to Financing 77 Information Rights 79 Registration Rights 80 Right of First Refusal 83 Voting Rights 84 Restriction on Sales 85 Proprietary Information and Inventions Agreement 86 Co-Sale Agreement 87 Founders Activities 88 Initial Public Offering Shares Purchase 89 No-Shop Agreement 90 Indemnification 93 Assignment 93 7 The Capitalization Table 95 8 Convertible Debt 99 Arguments For and Against Convertible Debt 100 The Discount 102 Valuation Caps 103 Interest Rate 104 Conversion Mechanics 105 Conversion in a Sale of the Company 107 Warrants 108 Other Terms 110 Early Stage versus Late Stage Dynamics 111 Can Convertible Debt Be Dangerous? 112 9 How Venture Capital Funds Work 115 Overview of a Typical Structure 115 How Firms Raise Money 117 How Venture Capitalists Make Money 118 How Time Impacts Fund Activity 122 Reserves 124 Cash Flow 126 Cross-Fund Investing 127 Departing Partners 127 Fiduciary Duties 128 Implications for the Entrepreneur 128 10 Negotiation Tactics 129 What Really Matters? 129 Preparing for the Negotiation 130 A Brief Introduction to Game Theory 132 Negotiating in the Game of Financings 134 Negotiating Styles and Approaches 136 Collaborative Negotiation versus Walk-Away Threats 139 Building Leverage and Getting to Yes 140 Things Not to Do 142 Great Lawyers versus Bad Lawyers versus No Lawyers 145 Can You Make a Bad Deal Better? 145 11 Raising Money the Right Way 149 Don t Ask for a Nondisclosure Agreement 149 Don t Email Carpet Bomb VCs 150 No Often Means No 150 Don t Ask for a Referral If You Get a No 150 Don t Be a Solo Founder 151 Don t Overemphasize Patents 152 12 Issues at Different Financing Stages 153 Seed Deals 153 Early Stage 154 Mid and Late Stages 154 Other Approaches to Early Stage Deals 155 13 Letters of Intent The Other Term Sheet 157 Structure of a Deal 158 Asset Deal versus Stock Deal 161 Form of Consideration 163 Assumption of Stock Options 164 Representations, Warranties, and Indemnification 167 Escrow 169 Confidentiality/Nondisclosure Agreement 170 Employee Matters 171 Conditions to Close 172 The No-Shop Clause 173 Fees, Fees, and More Fees 174 Registration Rights 175 Shareholder Representatives 176 14 Legal Things Every Entrepreneur Should Know 179 Intellectual Property 179 Employment Issues 181 State of Incorporation 182 Accredited Investors 182 Filing an 83(b) Election 183 Section 409A Valuations 184 Authors Note 187 Appendix A: Sample Term Sheet 189 Appendix B: Sample Letter of Intent 209 Appendix C: Additional Resources 217 Glossary 221 About the Authors 229 Index 231 Excerpt from Startup Communities 237
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About Brad Feld

Brad Feld has been an early-stage investor and entrepreneur for over twenty years. Prior to cofounding Foundry Group a Boulder, Colorado-based early-stage venture capital fund that invests in information technology companies all over the United States he cofounded Mobius Venture Capital. Prior to that, he founded Intensity Ventures, a company that helped launch and operate software companies. Feld is also a cofounder of TechStars and has been active with several nonprofit organizations. He is a nationally recognized speaker on the topics of venture capital investing and entrepreneurship. Jason Mendelson has over a decade of experience in the venture capital and technology industries in a multitude of investing, operational, and engineering roles. Prior to cofounding Foundry Group, he was a managing director and general counsel for Mobius Venture Capital, where he also acted as its chief administrative partner overseeing all operations of the firm. Mendelson was also an attorney with Cooley LLP, where he practiced corporate and securities law with an emphasis on representation of emerging companies in private and public financings as well as mergers and acquisitions.
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11,003 ratings
4.06 out of 5 stars
5 43% (4,761)
4 31% (3,378)
3 18% (1,960)
2 5% (578)
1 3% (326)
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