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Fundamentals of Venture Capital

by: Bartlett, Joseph W.

Fundamentals of Venture Capital

by: Bartlett, Joseph W.

ISBN 13:
9781568331263
ISBN 10:
1568331266
Format: Hardcover
Copyright: 12/01/1999
Publisher: Natl Book Network

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Summary

Written in highly readable layman's language, Fundamentals of Venture Capital is a concise introduction to the key issues facing both investors and entrepreneurs as they embark on the journey of turning a good idea into a profitable reality.

What Is All the Talk About?

(10)

What Is Venture Capital?

(3)

How Venture Capitalists Talk

(1)

Should You Start Your Own Company?

(2)

``You Can Make It.... Will Someone Buy It?

(2)

Where Should I Look for Seed Capital?

(15)

Introduction

(1)

Angels

(1)

Seed Capital from VCs

(2)

State Aid

(1)

Federal Grants and Loans

(1)

Commercial Banks

(1)

Should I have a Placement Agent?

(2)

Venture-Capital Clubs

(1)

Concept IPOs

(1)

The Shell Game

(1)

Multiple-Round Strategy

(2)

Case Study in Finding Money: A Reality Check

(3)

How on Earth Do I Put a Value on My Company?

(5)

Portfolio Management

(1)

Nonnumerical Factors

(1)

What Legal Form Works Best for You?

(9)

S Corporations

(2)

Limited Liability Companies

(3)

Corporation versus Limited Liability Company

(4)

What Will My Corporation Look Like?

(13)

Corporate Charter

(2)

Payment for Stock

(1)

Purposes

(1)

Miscellaneous Charter Provisions

(1)

Restrictions on Transfer

(3)

Preferred Stock Provisions

(1)

Preemptive Rights

(1)

Indemnification

(3)

Bylaws

(1)

Other Organizational Documents

(1)

State of Corporate Domicile: Delaware or Somewhere Else?

(2)

Tax Discussion for the Nonlawyer: Minimizing Taxes in the Early Stages

(9)

Cheap Stock to Employees and Promoters: The ``Eat-'em-All-Up'' Preferred Stock Approach

(2)

Stock for Services: The ``Passage-of-Time'' Approach

(1)

Section 83 and Stock Subject to Vesting

(3)

Drafting the Business Plan and the Placement Memo

(17)

Risk Factors

(3)

Certain Transactions

(1)

Business Plan

(1)

The Marketing Section: The Single-Most Important Section for Early-Stage Investments

(2)

Business Strategy and the Single-Product Problem

(1)

Management

(1)

Beefing up the Board of Directors

(1)

Other Issues

(1)

Projections---The ``Bull's-Eye'' Theory of Forecasting: ``Shoot High,''

(2)

The Promissory Nature of the Forecast: ``Shoot Low,''

(3)

You've Set up the Company and Negotiated the Price: What Are the Investors' Terms?

(19)

Herein the Term Sheet

(1)

What Will the VCs Want for a Security: Common Stock? Preferred Stock? Debt? Warrants?

(2)

Common Stock

(1)

Warrants

(1)

Preferred Stock

(3)

Conversion and Redemption

(1)

Preferred Stock Redeemable at the Option of the Holder

(2)

Participating Preferred

(1)

Antidilution Protection for Investors

(4)

Who Controls: Me or Them?

(2)

Registration Rights

(2)

I Have a Letter of Intent: What's in the Contract?

(10)

Stockholders Agreement

106

(1)

Rights of First Refusal

107

(1)

Selling Stock, Privately...and Legally

108

(9)

If Reg. D Is Not Available?

114

(3)

Compensating Your Key Executives

117

(16)

The ``Carrot'' Approach: Equity Incentives

117

(2)

Stock Options

119

(1)

Incentive Stock Options

119

(2)

Nonqualified Stock Options

121

(1)

ISOs versus NSOs

122

(2)

``Grossing Up,''

124

(1)

Miscellaneous Items

124

(1)

The Carrot-and-Stick Approach: The Employment Agreement

124

(4)

Restrictions on Post-Employment Behavior: Noncompetition, Nondisclosure, and ``Work-for-Hire'' Clauses

128

(5)

How to Go to the Promised Land (i. e., Go Public)

133

(15)

Whether or Not to ``Go Public,''

134

(2)

Preparation for the Public Offering

136

(4)

Liability

140

(2)

``Directed Shares'' and ``Hot Issues''

142

(1)

Lock Ups and Other Obstacles to Liquidity

143

(5)

Financing with Strategic Investors: Joint Ventures

148

(8)

Typical Business Contexts

149

(2)

Negotiation Points

151

(4)

The Duty of Candor

155

(1)

Corporate Opportunity and Self-Dealing

155

(1)

Conclusion

156

(3)

Index

159

(8)

about the author

167

Amazon no longer offers textbook rentals. We do!

Fundamentals of Venture Capital

Fundamentals of Venture Capital

9781568331263

1568331266

Summary

Table of Contents

Supplemental Materials

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