Debt and equity offerings are a lot alike, but there are important differences to be aware of. This course explains how debt deals differ from equity deals and focuses on the applicable rules and regulations, documentation, terminology, diligence and closings.
Issuers that want to issue securities via registered offerings must file a registration statement with the SEC. This course discusses what registration statements are and the rules, regulations and disclosure concepts that apply to them.
A walkthrough of a sample long-form registration statement on Form S-1.
The short-form registration statement on Form S-3 provide many benefits to qualifying issuers. This course discusses Form S-3 and the categories of issuers that can use them, including WKSIs and seasoned and non-seasoned issuers.
A form check is an important part of a registered offering and helps limit an issuer’s liability under the securities laws. This course explains what form checks are and how to do them, and includes walkthroughs of sample form checks.
The Underwriting Agreement contains the main business terms of the deal between the issuer and the underwriters. This course provides a walkthrough of a typical Underwriting Agreement, using an example from Blue Apron's IPO, with explanations of its main provisions.
Comfort Letters help give assurance to underwriters about an issuer’s financial information. This course provides a summary of what a Comfort Letter is and what it includes, and how to prepare Circle-Ups.
Brad Feld and Jason Mendelson of Foundry Group talk about how founders should think about valuation and control when raising venture capital.
A company goes through several funding stages as it moves from formation to exit. This course takes a look at each of them and their impact on a company and its founders.
A look at how emerging companies raise venture capital, from finding and pitching investors to closing a deal.
Brad Feld and Jason Mendelson of Foundry Group on the issues founders should consider when raising venture capital for the first time, including when to raise money, picking the right venture partner and how to think about the economic and control rights at stake.
This course describes how VC firms are structured, who works at them and how they make investment decisions.
Convertible debt financings are a common alternative to priced equity rounds. This course explains convertible debt financings and their most common form, convertible notes. It also describes alternatives to notes, such as SAFEs and KISSes.
Jason Mendelson of Foundry Group shares his perspective on what makes venture lawyers effective for their clients.
A discussion of the perspective of companies and investors on the main economic and control rights negotiated in a venture financing term sheet. Includes liquidation preference, anti-dilution provisions, board rights and employment matters.
A walkthrough of an Amended and Restated Certificate of Incorporation (also called the Amended and Restated Charter) used in a venture capital transaction, with a focus on the sections governing preferred stock.
A walkthrough of a typical Preferred Stock Purchase Agreement, including the related Schedule of Exceptions.
A walkthrough of a typical Investor Rights Agreement, including explanations of its main provisions.
A walkthrough of a typical Right of First Refusal and Co-Sale Agreement, including explanations of its main provisions.
A walkthrough of a typical Voting Agreement, including explanations of its main provisions.
Venture financing deals include several ancillary documents, in addition to the principal deal documents, that cover important legal and business issues. This course describes the ones most commonly used.
A summary of the business and legal due diligence that parties conduct in a venture financing deal. Includes what to look for when reviewing key areas such as corporate governance and intellectual property, as well as an explanation of a cap table tie-out.
Cap tables and pro forma cap tables are used before, during and after a deal. This course uses Excel examples to explain their structure, content and uses.
An explanation of the closing process for venture capital deals, including preparing for and managing a closing, typical closing documents and post-closing requirements.
After the main financial terms of a venture deal are agreed, it’s usually up to the lawyers to work out the actual price per share. This course explains how these calculations work, and suggests a couple of useful Excel tips.
How to calculate the conversion of a convertible note into preferred stock when the note has a discount, a valuation cap or both.
How to calculate dividends and liquidation preference in a venture financing deal.
How to calculate the investment amount and number of shares to be issued in accordance with an investor’s pro rata right.
Once the financial terms of a venture deal are set, the lawyers need to work out exactly how much each investor is investing and how many shares they’ll be issued. This course explains the calculations involved.
An outline of the main services investment banks offer, including financial advisory services, underwriting, corporate finance and more. This course also details the different fee structures and other ways investment banks earn revenue.