Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist, 2nd Edition

Index

Acceleration, 52–54

Accelerators, 217

Accredited investors, 9, 182–183

Acquisition, 157

Adverse change redemption, 76–77

Advisers, 13

Alpha, 22–23

American Research and Development Corporation (AR&D), 1–2

Analysts, 7

Anderson, Harlan, 1

Angel investors, 8–10, 49

Angel websites, 217

Antidilution clause, 55–59, 193

Applicable federal rates (AFRs), 105

Ask the VC (website), xvi, 217–218

Asset deal, 161–163

Assignment, 93–94

Associates, 7

At-will employee, 181

Audience, xiv–xv

Automatic conversion, 70–71, 192–193

Automatic dividends, 75

Barter element, 166–167

Basis of stock options, 166–167

Best alternative to a negotiating agreement (BATNA), 39, 139

Blumberg, Matt, xvi, 187

Board observers, 62, 63

Board of directors, 61–63, 194–195

Breakup fee, 175

Bridge loans, 38, 111. See also Convertible debt

Broad-based provisions, 57

Burning Door Networked Media, xi

Business plan, 17, 19–20

Cap (ceiling), 100, 103

Cap price, 100–101

Capital call, 117–118

Capitalization (cap) table, 7, 54, 95–97, 96, 190

Carried interest (carry), 120–122

Carve-outs, 57–58, 159

Cash flow, 116–117

Chief executive officer (CEO), board member as, 62

Clawback, 51, 121

Closing, conditions to, 172–173

Commitment period, 119, 122–123

Compensation of venture capitalists

carried interest (carry), 120–122

expense reimbursement, 120

management fees, 118–120

Conditions precedent to financing, 77–79, 207

Conditions to close, 172–173

Confidentiality agreements, 170–171

Consideration, form of, 163–164

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