IndexWhat’s on this site?
Below is a comprehensive list of posts.
7. Why should a company follow corporate formalities?
8. What does the board of directors do?
9. What liabilities do the board or officers face?
10. What do stockholders need to approve?
14. What is an agent for service of process?
6. How many shares should be reserved under a stock option plan?
CONVERTIBLE NOTE BRIDGE FINANCINGS
SERIES A FINANCINGS
SERIES B FINANCINGS
1. What does pari passu mean?
2. Should the Series B liquidation preference be senior to the Series A?
3. Should the Series B have a separate protective provision?
WSGR term sheet generatorWSGR online venture financing term sheet generator
[Below is the text of a WSGR email update.]
Always looking for ways to better serve the entrepreneurial community, Wilson Sonsini Goodrich & Rosati is pleased to announce the release of the WSGR Term Sheet Generator, a publicly available online tool that allows entrepreneurs and investors to generate an initial draft of a term sheet for a preferred stock financing. By answering a series of questions, users are guided through the principal variables contained in a venture financing term sheet. Brief explanations of the questions and typical deal terms are included. After answering as many questions as desired, users can generate, print, and save a Word version of the term sheet, which is intended to be useful in deal discussions between entrepreneurs and investors and in crafting a final, customized term sheet with the help of attorneys.
The term sheet generator is another example of the firm’s commitment to providing services to our clients more quickly and efficiently. Our attorneys use a more extensive version of the tool to generate initial drafts of documents for Series A preferred stock financings, including Certificates of Incorporation, Preferred Stock Purchase Agreements, Investor Rights Agreements, Right of First Refusal and Co-sale Agreements, Voting Agreements, corporate approvals, and closing documents. By using this tool, we believe that we are able to represent clients and complete transactions more efficiently. We also have a similar tool for generating initial drafts of more than 20 start-up company formation documents. In addition to document automation, Wilson Sonsini Goodrich & Rosati has developed other sophisticated knowledge management and related resources that enable our attorneys to better serve clients by tapping the essential expertise and experience of the entire firm.
Users with general comments regarding the WSGR Term Sheet Generator should contact partner Yoichiro (Yokum) Taku at firstname.lastname@example.org or Practice Resources Special Counsel Anthony Kikuta at email@example.com. To learn more about Wilson Sonsini Goodrich & Rosati’s entrepreneurial services, please click here.
[Update: See below for various mentions of the term sheet generator.]
Altgate: Law Firm Wilson Sonsini Now Preparing Term Sheets For Free (Furqan Nazeeri provides a review of the tool along with a sample term sheet that he created.)
Xbusinessman: WSGR term sheet generator (in Japanese)
IncorporationWhen do I need to incorporate a company?
[It’s been awhile since I wrote anything. I am giving a presentation to some of the founders in TheFunded Founder Institute on incorporating their companies,... Read more »What type of entity should I form?
C corps, LLCs, and S corps differ significantly in the areas of taxation, ownership, fundraising, governance and structure, and employee compensation. Almost all... Read more »
FoundersObama proposes no capital gains tax on qualified small business stock
This week, the Obama Administration released the first comprehensive summary of its budget proposal. The budget proposal is wide ranging, and includes, for example,... Read more »What is TheFunded Founder Institute?
Adeo Ressi, the founding member of TheFunded, recently announced the establishment of TheFunded Founder Institute. The Founder Institute helps founders launch innovative... Read more »
Stock OptionsHow much should you pay an executive in a startup company?
CompStudy publishes an annual report of equity and cash compensation that provides compensation data on top management positions and Boards of Directors at private... Read more »Should a company allow option exercises with promissory notes?
I typically discourage companies from allowing option exercises by means of a promissory note. Promissory notes can provide employees a means of exercising options... Read more »
GeneralIs crowdfunding legal?
Below is an article that I wrote for Business Law Today, a publication for the American Bar Association’s Business Law Section. Crowdfunding: Its Practical... Read more »Can a California company have unpaid interns?
(The following is from a WSGR client alert.) On April 7, 2010, the California Division of Labor Standards Enforcement (DLSE) issued an opinion letter addressing... Read more »
Convertible NoteWhat is convertible equity (or a convertible security)?
Quick answer: convertible equity (or a convertible security) is convertible debt without the repayment feature at maturity or interest. Background Over the past... Read more »What are the terms of Yuri Milner/SV Angel’s Start Fund $150K investment into Y Combinator companies?
On January 28, 2011, Yuri Milner and SV Angel announced that their Start Fund would offer all Y Combinator companies $150K in convertible debt. Reactions are mixed,... Read more »
Series AHow do the sample Series Seed financing documents differ from typical Series A financing documents?
After the recent announcement of the Series Seed Financing documents by Marc Andreesen, Brad Feld points out that there are now four sets of “open source”... Read more »How do you find federal and state government funding opportunities for clean tech and other companies?
[I know it's been a long time since I posted anything, but I was recently accused of having a dead or dying blog and felt compelled to post something.] Wilson Sonsini... Read more »
Down RoundsShould board members representing inside investors vote on the board resolutions authorizing the insider-led down round?
As a theoretical matter, entrusting disinterested directors to approve a down round or dilutive financing is an excellent way to protect the insider-affiliated directors... Read more »If a down round financing is led by a new outside investor, does the board need to be concerned about the business judgment rule?
Having a new lead outside investor substantially improves the legal risk in a down round financing. In most cases, the outside investor acting as lead will agree... Read more »
M&AWhat is an employee retention or M&A carveout plan?
I was speaking at an event last month to a group of CEOs and was surprised by the number of CEOs that were worried about the value of their common stock in a M&A... Read more »What does a liquidation preference spreadsheet look like?
I’ve had some comments and emails asking if I would publish a liquidation preference spreadsheet. Basically, when a company is thinking about an M&A... Read more »