Dividends

VCs who care about dividens either is a private equity guy or is focused on downside protection on larger deals

Ensuring dividends have to be approved by a majority of BoD

Redemption Rights

VCs focused on these for add-on downside protection. Redemption rights allow investor a guaranteed exit, for example, in a case of a company will become successfully enough to be an ongoing business but not enough for IPO or liquidize.

Condition Precedent to Financing

Avoid CPF as much as possible

Three conditions to watch out for: 1. Approval by Investors’ Partnerships 2. Rights offering to be completed by company 3. Employment agreements signed by founders as acceptable to investors.

A VC who won’t spell out key employment terms at the beginning is a big red flag.

Remember: you don’t necessarily have a deal just because you’ve signed a term sheet.

Information Rights

Run a transparent organization rather than spending time on this shit

Registration Rights

The world is good if you’re going public.

Right of First Refusal

Also know as pro rata right. > Make sure shareholders get this right only if they play in subsequent rounds

Voting Rights

Relationship between Preferred Stock and the Common Stock in the context of a share vote.

Restriction of Sales

Also known as the right of first refusal on sales of common stock (ROFR on common).

Founders’ Activities

If founder are actually working on something else at the same time and don’t disclose it, this term is violated.

IPO Shares Purchase

Nice problem to have

Indemnification

Basically insurance policy



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Published

13 October 2015

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