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Venture Capital & Public Offering Negotiation, 3rd Edition

Venture Capital & Public Offering Negotiation, 3rd Edition

Author: Michael J. Halloran
Publisher: Wolters Kluwer Legal & Regulatory U.S.
ISBN: 9781567063394
Published In: Subscription-type (Contents updated periodically)
Format: Loose-leaf (2 volumes) , 3062 pages
Jurisdiction: U.S. ? Disclaimer:
Countri(es) stated herein are used as reference only

HKD 11,550.00

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Contents

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Your First Source: Serious Answers & Advice from the Pros!

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!
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