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2003 Strategic & Legal Guide to Raising Venture CapitalProduct Type: Market Research ReportPublished by: Growthink Research Published: April 2003 Product Code: R549-0011 Description The 2003 Strategic & Legal Guide to Raising Venture Capital, developed by Growthink and VCExperts, is an essential tool for any company seeking to raise capital, or any tax, legal or other professional firm serving these firms. The 200+ page report presents all of the current issues and information that ventures seeking capital need to understand and apply to the capital-raising process.
Written specifically for companies (and professionals) raising capital in 2003, the report also includes eight full-length sample contracts such as a Sample Term Sheet, Sample Stock Purchase Agreement and Sample Corporate ByLaws. Table of Contents CHAPTER I: INTRODUCTION TO VENTURE CAPITALWhat Is Venture Capital? Buzz Words CHAPTER II: WHERE TO LOOK FOR SEED CAPITAL Introduction to Raising Capital Angels and Angel Groups Venture Capital Firms State Aid Federal Grants And Loans Placement Agents Concept IPOs Shell Corporations Multiple-Round Strategy Case Study In Finding Money: A Reality Check CHAPTER III: HOW TO VALUE YOUR COMPANY? Valuation And Pricing Portfolio Management Non-numerical Factors CHAPTER IV: WHAT LEGAL FORM WORKS BEST FOR YOU? Selecting The Form Of The Organization S Corporations Limited Liability Companies (LLCs) Corporation Versus Limited Liability Company CHAPTER V: WHAT WILL MY CORPORATION LOOK LIKE? Corporate Bylaws, Charters, And Other Legalities Corporate Charter Payment For Stock Statement Of Purpose Miscellaneous Charter Provisions Restrictions On Transfer Preferred Stock Provisions Preemptive Rights Indemnification Bylaws Other Organizational Documents State Of Corporate Domicile: Delaware Or Somewhere Else? Coping with Poor Corporate Hygiene in the Early Stage Company CHAPTER VI: TAX DISCUSSION FOR THE NON-LAWYER Minimizing Taxes In The Early Stages Cheap Stock To Employees And Promoters: The Eat-'Em-All-Up Preferred Stock Approach Stock For Services: The Passage of Time Approach.. Section 83 And Stock Subject To Vesting CHAPTER VII: DRAFTING THE BUSINESS PLAN AND THE PLACEMENT MEMO Business Plans in 2003 Executive Summary Company Analysis Industry Analysis Customer Analysis Competitive Analysis Marketing Plan Operations Plan Management Team Financial Plan Appendix Other Key Business Plan Issues The Private Placement Memorandum (PPM Writing The Private Placement Memorandum Risk Factors Certain Transactions Business Description CHAPTER VIII: INVESTOR’S TERMS The Term Sheet What Will VC's Want For A Security: Common Stock? Preferred Stock? Debt? Warrants? Common Stock Warrants Preferred Stock Conversion And Redemption Preferred Stock Redeemable At The Option Of The Holder Participating Preferred Antidilution Protection For Investors Who Controls: Me Or Them? Registration Rights Other Key Term Sheet Negotiating Issues CHAPTER IX: OVERVIEW OF CONTRACTS USED IN RAISING VENTURE CAPITAL The Contract: Purchase Agreement, Shareholders Agreement, And Rights Of First Refusal Stockholders Agreement Rights Of First Refusal CHAPTER X: SELLING STOCK, PRIVATELY…AND LEGALLY Private Placement Memorandum And Regulation D 'General' Solicitation and 'General' Advertising If Regulation D Is Not Available? CHAPTER XI: COMPENSATING YOUR KEY EXECUTIVES The "Carrot" Approach: Equity Incentives Stock Options Incentive Stock Options (ISOs) Nonqualified Stock Options (NSOs) ISO's Versus NSO's Grossing Up Miscellaneous Items The Carrot-And-Stick Approach: The Employment Agreement Restrictions On Post-Employment Behavior: Noncompetition, Nondisclosure, And Work-For-Hire Clauses CHAPTER XII: HOW TO GO TO THE PROMISED LAND (I.E. GO PUBLIC) The Initial Public Offering (IPO) Whether Or Not To Go Public Preparation For The Public Offering Liability Directed Shares' And 'Hot Issues' Lock Ups And Other Obstacles To Liquidity Minimizing-Post IPO Litigation Analysts' Conflict of Interest: How Are IPOs Affected? CHAPTER XIII: FINANCING WITH STRATEGIC INVESTORS: JOINT VENTURES Negotiating Strategic Partnerships Typical Business Contexts Negotiation Points The Duty Of Candor Corporate Opportunity And Self-Dealing CHAPTER XIV: APPENDICES Appendix I: Sample Certificate of Incorporation Appendix II: Sample Corporate ByLaws Appendix III: Sample Certificate of Formation Appendix IV: Sample Private Placement Memorandum Appendix V: Sample Term Sheet Appendix VI: Sample Stock Purchase Agreement Appendix VII: Sample Subscription Agreement, Convertible Preferred Stock Appendix VIII: Sample Stockholders Agreement |
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