Posts Tagged ‘liquidation preference’

Convertible Note Seed Financings: Econ 101 for Founders

by Scott Edward Walker on April 22nd, 2012

This post is the second part of a three-part primer on convertible note seed financings.  Part 1, entitled “Everything You Ever Wanted To Know About Convertible Note Seed Financings (But Were Afraid To Ask),” addressed certain basic questions, such as (i) what is a convertible note? (ii) why are convertible notes issued instead of shares of common or preferred stock? and (iii) what are the advantages of issuing convertible notes?

This part 2 will address the economics of a convertible note seed financing and the three key economic terms: (i) the conversion discount, (ii) the conversion valuation cap and (iii) the interest rate.

Part 3 will cover certain special issues, such as (i) what happens if the startup is acquired prior to the note’s conversion to equity? and (ii) what happens if the maturity date is reached prior to the note’s conversion to equity?

[Note: This post was originally published on TechCrunch.]

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Everything You Ever Wanted to Know About Convertible Note Seed Financings (But Were Afraid To Ask) – Part 1

by Scott Edward Walker on April 9th, 2012

 

 

 

 

 

 

 

 

Introduction

We are in the golden age of seed financing.  Venture capital funds, seed funds, super angels, angel groups, incubators, and “friends and family” are all playing the seed financing game and investing early in startups in an attempt to land the next Facebook.

As a result, the pendulum has swung dramatically in the founders’ favor, and the issuance of convertible notes for seed financing has never been more prolific.  Indeed, as a corporate lawyer for 18+ years, I have seen this development first-hand.

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Top Ten Posts in 2011

by Scott Edward Walker on December 29th, 2011

Below is a list of my top ten posts in 2011 based solely on pageviews.  Indeed, I was inspired by Chris Dixon and his post of last night (which you should definitely check-out).  Moreover, I’m publishing an eBook with Hyperink entitled The Startup Law Playbook, which should be available shortly.  If you ping me, I’ll send you a free copy (provided that you agree to give me feedback).  Happy New Year!

1.  Legal Checklist for Startups

2.  House Passes Crowdfunding Bill: FAQ’s For Entrepreneurs

3.  What’s It Like Working At A Major New York City Law Firm?

4.  How To Hire A Superstar Engineer For Your Startup

5.  How To Launch A Startup And Avoid Ending-Up In Jail

6.  3 Ways For Startups To Cut Their Legal Fees In Half

7.  What Is A Liquidation Preference?

8.  What Makes A Great Entrepreneur?

9.  What Is A Price-Based Antidilution Adjustment?

10.  What Are Exploding Term Sheets And No-Shop Provisions?

 

Should I Use My Investor’s Lawyer?

by Scott Edward Walker on August 31st, 2011

Introduction

This post was originally part of the “Ask the Attorney” series which I am writing for VentureBeat (one of my favorite websites for entrepreneurs).  Please shoot me any questions you may have in the comments section – or feel free to call me directly at 415-979-9998 (San Francisco) or 310-288-6667 (Los Angeles).  Thanks, Scott

Question

We’re a startup based in Palo Alto, and we just received a Series A term sheet for a $725,000 investment.  The investor is kind of insisting that we use his lawyer at a big Valley firm to represent us.  He said that he doesn’t need a lawyer, and this will save us a lot of money.  We’re first time entrepreneurs, and we don’t know if this is standard practice and what we should do.  Any advice would be appreciated.

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Doing Deals – 3 Tips for Entrepreneurs (Part 2)

by Scott Edward Walker on July 20th, 2011

Introduction

I’ve been doing deals as a corporate lawyer for 17+ years, and there are certain fundamental mistakes that I’ve seen entrepreneurs make over and over again.  Accordingly, I thought it would be helpful to share three basic tips in connection with doing deals.  This is part two of a three-part series; it was originally posted on Forbes.  In part one, I discussed the importance of (i) being careful with letters of intent, (ii) creating a competitive environment and (iii) using your lawyer as a “bad cop.”

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VC Term Sheets – Pay to Play Provisions

by Scott Edward Walker on May 19th, 2011

Introduction

This post originally appeared as part of the “Ask the Attorney” column I am writing for VentureBeat.  Below is a longer, more comprehensive version, which is part of my ongoing series on venture capital term sheets.  Here are the issues I have addressed to date:

In today’s post, I examine “pay-to-play” provisions, which can be an important protection for the founders.

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VC Term Sheets – Drag-Along Provisions

by Scott Edward Walker on May 5th, 2011

Introduction

This post originally appeared as part of the “Ask the Attorney” column I am writing for VentureBeat.  Below is a longer, more comprehensive version, which is part of my ongoing series on venture capital term sheets.  Here are the issues I have addressed to date:

In today’s post, I examine “drag-along” or “bring-along” provisions, which can be very tricky.

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Should We Execute the “Series Seed” Documents with No Negotiations?

by Scott Edward Walker on April 21st, 2011

Introduction

This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat (one of my favorite websites for entrepreneurs).  Below is a longer, more comprehensive version.  Please shoot me any questions you may have in the comments section – or feel free to call me directly at 415-979-9998.  Many thanks, Scott

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How Do I Value My Startup?

by Scott Edward Walker on September 1st, 2010

Introduction

This post was originally part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of my favorite websites for entrepreneurs).  Please shoot me any questions you may have in the comments section – or feel free to call me directly at 415-979-9998.  Many thanks, Scott

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What Is a Liquidation Preference?

by Scott Edward Walker on August 25th, 2010

Introduction

This post was originally part of my weekly “Ask the Attorney” series which I am writing for VentureBeat (one of my favorite websites for entrepreneurs).  Please shoot me any questions you may have in the comments section – or feel free to call me directly at 415-979-9998.  Many thanks, Scott

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Angel Financings: Legal Tips For Entrepreneurs – Part 1

by Scott Edward Walker on December 2nd, 2009

Introduction

I am currently working with several smart, young entrepreneurs who are trying to raise capital from “angels” (i.e., wealthy individuals who invest in startups).  Indeed, since I moved to Los Angeles from New York City in 2005,  I have been involved in a number of angel financings; and what’s interesting from my perspective as a corporate attorney is that the deals run the gamut from an angel handing a check to an entrepreneur and instructing him to “send the paperwork when it’s ready” — to an angel retaining a large, aggressive law firm and insisting on shares of preferred stock, with all the “bells and whistles.”  Below are five tips for entrepreneurs to help them through the angel financing process.  (This is part one of a two-part series; I will provide five additional tips in my next post.) (more…)