Store Legal Venture Capital & Public Offering Negotiation
Venture Capital & Public Offering Negotiation

Venture Capital & Public Offering Negotiation

By Michael J. Halloran, Robert V. Gunderson, Jr., Jorge del Calvo, Thomas W. Kintner, Julie M. Robinson


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Get expert strategies and advice from more than 40 top venture capital specialists! Representing the busiest, most dynamic corporate law firms in the U.S., these experts show you how they:

  • Structure and negotiate deals
  • Comply with all relevant legal requirements
  • Understand and untangle tax and accounting problems
  • Document transactions
  • And more.

Step-by-step guidance -- with ready-to-use forms and documents for your own transactions -- helps your work go quickly and smoothly. You'll also find detailed practical information on all the latest developments in the start-up financing and IPO process, including: limited liability company arrangements, technology-based partnering arrangements, IRS "check-the-box" regulations, the latest SEC policies and rule revisions, emerging ERISA issues, federal securities exemptions for venture financing, and much more!

Last Updated 12/11/2020
Update Frequency Annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781567063394
SKU 10046322-7777
Table of Contents

Part 1: Formation of the Venture Capital Fund

  • Chapter 1. Agreement of Limited Partnership
  • Chapter 2. Limited Liability Company Agreement
  • Chapter 3. Venture Fund Private Placement Memorandum
  • Chapter 3A. Small Business Investment Company
  • Chapter 4. Investment by Retirement plans in Venture Capital funds under the Employee Retirement Income Security Act of 1974 (“ERISA”)
  • Chapter 5. Investment Company Act and Investment Advisers Act Considerations for Venture Capital Funds
  • Chapter 5A. Public and Private Business Development Companies

Part 2: Making Portfolio Company Investments

  • Chapter 6. Portfolio Company Investments: Hi-Tech Corporation—Getting to the Term Sheet
  • Chapter 6A. Company Valuation Negotiations
  • Chapter 7. Hi-Tech Corporation: Series B Preferred Stock Purchase Agreement
  • Chapter 8. Hi-Tech Corporation: Amended and Restated Certificate of Incorporation
  • Chapter 9. Hi-Tech Corporation: [Amended and Restated] Investors’ Rights Agreement
  • Chapter 10. Hi-Tech Corporation: Series B Preferred Stock Warrant
  • Chapter 10A. Down Round Financings
  • Chapter 11. Hi-Tech Corporation: Convertible Subordinated Promissory Note
  • Chapter 12. Hi-Tech Corporation: Right of First Refusal and Co-Sale Agreement
  • Chapter 12A. Voting Agreements
  • Chapter 13. Hi-Tech Corporation: Employee Stock Purchase Agreement
  • Chapter 14. Hi-Tech Corporation: Proprietary Information and Inventions Agreement
  • Chapter 15. Tax Implication of Equity Based Compensation Programs of Portfolio Companies
  • Chapter 16. Federal Securities Law Exemptions Used for Venture Capital Placements and Employee Stock Purchases: Regulation D, Section 4(2), Rule 701, and Other Exemptions
  • Chapter 17. Regulations S
  • Chapter 18. Some Aspects of Representation of the Investor Group in a Venture Capital Financing
  • Chapter 19. Creating Successful Technology-Based Corporate Partnering Arrangements

Part 3: Taking the Portfolio Company Public

  • Chapter 20. Initial Public Offerings; Introduction and Summary of Part III
  • Chapter 21. Letter of Intent
  • Chapter 22. The IPO Organizational Meeting
  • Chapter 23. Time and Responsibility Schedule and Checklist
  • Chapter 24. Due Diligence Materials
  • Chapter 25. Corporate Publicity and the Offering Process
  • Chapter 26. Model Selling Stockholder Documents
  • Chapter 27. Initial SEC Filing Letters and Confidential Treatment Requests
  • Chapter 28. Prospectus/Free Writing Prospectus
  • Chapter 29. SEC Comment Letters and Responses
  • Chapter 29A. Identifying and Avoiding “Cheap Stock” Problems
  • Chapter 30. Blue Sky Memorandum
  • Chapter 31. FINRA Materials
  • Chapter 32. Underwriter and Dealer Materials
  • Chapter 33. Auditors’ Materials
  • Chapter 34. Closing Mechanics, Memorandum of Closing and Closing Documents
  • Chapter 35. Compliance Policies and Procedures for Newly Public Companies
  • Chapter 35A. Corporate Governance Considerations for Pre-IPO and Newly Public Companies
  • Chapter 36. Obligations and Potential Liabilities of Attorneys in Public and Private Offerings
  • Chapter 37. Electronic Mediain the Initial Public Offering Process
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