VC Experts Online Workshop
This workshop, developed in conjunction with the Johnson School at Cornell University, focuses on venture capital from the embryo to the IPO. The workshop is designed to be completed in accordance with the attached timeline, over a 14 week period. However, users can opt to go through the material at their own pace. All course materials will be presented online: Multimedia Seminars, Self-Paced Courses, Buzz of the Week commentary and the full text of The Encyclopedia of Private Equity and Venture Capital.
In order to access the Self-Paced Courses, Multimedia Seminars and Encyclopedia content, you should purchase a site-wide license.
Week 1: Introduction to Venture Capital and Industry Terminology
Multimedia Seminar
The Encyclopedia
- The Glossary of Private Equity and Venture Capital
- Legal Forms Associated with Private Equity and Venture Capital
Buzz of the Week
Week 2: Organizing the Start-Up Entity
The Encyclopedia
- § 2.1.1.a: C Corporations, 2.1.1.b: S Corporations, 2.1.1.c: Multiple Corporations
- § 2.1.2.a: Sole Proprietorships, 2.1.2.d: Partnerships
- § 2.1.3: Note on Limited Liability Companies
- § 2.1.4: Note on Corporation versus Limited Liability Company
Buzz of the Week
Week 3: Start-Up Valuation
Multimedia Seminar
Self-Paced Course
The Encyclopedia
- Chapter 3: Angel/Founders Round
- § 4.3.3: Note on Valuation of Private Companies through
- § 4.3.3.m: Special Investors and Special Securities
Buzz of the Week
Week 4: The Business Plan and Placement Materials
Multimedia Seminar
The Encyclopedia
- Chapter 4: Placement Materials
- § 4.2: Model Placement Memorandum (Series A Round) through
- § 3.4: Locating Sources of Financing through § 3.5.4: 'Who Else Is In?': The Art of Selecting Investors Wisely
Buzz of the Week
Week 5: The Term Sheet
Multimedia Seminar
Self-Paced Course
The Encyclopedia
- § 5.1: Model Term Sheet
- § 5.2: Survey of Value of Various Deal Terms to the VCs
- § 5.3: Fiduciary Duties of Controlling Shareholders in "Down Rounds"
- § 15.3: Pricing Deal Terms In Early-Stage Financings (2001)
- § 15.1.3: East Coast Term Sheet (2002-2003) (this OPTIONAL reading is only for those who truly want to delve into preferred stock term sheets; it is broken down by subject area so you can use it as a reference guide if you like)
Week 6: Series A Round Documents
Multimedia Seminar
Self-Paced Course
The Encyclopedia
- § 2.4.4.b: Note on Full Ratchet and Weighted Average
- § 11.2.1: The Essential Guide to Liquidation Preferences
Buzz of the Week
Week 7: Board of Directors
Buzz of the Week
- Sarbanes Oxley For Start-Up's: Does it Matter
- Read the Policy - VCs and D&O Insurance
- Impact of Corporate Governance Reforms on Private Companies
Additional Web Material
Week 8: Executive Compensation
Multimedia Seminar
Self-Paced Course
The Encyclopedia
- § 7.1.5: Stock Options
- § 7.1.6: Incentive Stock Options
- § 7.1.7: Nonqualified Stock Options
- § 7.1.8: Deep Discount NSOs
- § 7.1.9: ISOs versus NSOs
Buzz of the Week
Additional Web Material
Week 9: Confidentiality and Non-Competes
The Encyclopedia
- § 7.1.10: Stock Appreciation Rights (SARs) through 7.1.23: SEC Disclosure Rules
- § 7.3: Model Confidentiality and Non-Competition Agreement
- § 7.3.1: Note on Non-Compete
Buzz of the Week
Additional Web Material
Week 10: Tax Issues, Options and Vested Stock
The Encyclopedia
- § 3.3: Selected Tax Issues at Angel Round Stage
- § 3.3.1: 1244 Stock
- § 3.3.2: Note on Qualified Small Business ("QSB") Stock and Rollovers Sections 1202 and 1045
- § 3.3.3: I.R.C. Section 351
- § 7.1.2.a: Stock Subject to Vesting (Substantial Risk of Forfeiture): I.R.C. § § 83(a) and (b)
- § 7.1.2.a.i: Section 83 and LLC Units
- § 7.1.2.b: Form of Section 83(b) Election
- § 7.1.2.c: Equity Compensation Plans for LLCs: Rev. Proc. 93-27 and Rev. Proc. 2001-43
- § 7.1.3: Use Of Preferred Stock To Shelter The Disproportionately Low Price To The Sweat Equity
- § 7.1.4: 'Lapse Of Time' Approach; Incorporate And Issue Stock Early, Prior To Cash Investors
Week 11: Intellectual Property: Protecting Confidential Information - Trademarks, Trade Secrets, Copyrights and Patents
The Encyclopedia
- § 7.3.3: Mutual Nondisclosure Agreement (Model Form)
- § 7.3.2: Employee NDA (Noncompetition, Confidentiality, Inventions)
Additional Web Material
- NOLO - Types of Trademarks FAQ
- NOLO - Qualifying for Trademark Protection FAQ
- NOLO - Filing a Federal Trademark Application FAQ
- NOLO - Trade Secret Basic FAQ
- NOLO - Copyright Registration, Notice, and Enforcement FAQ
- NOLO - Copyright Basics FAQ
- NOLO - Copyright Ownership and Rights
- NOLO - Copyrighting Your Software - Why Bother?
- NOLO - Qualifying for a Patent FAQ
- NOLO - Enforcing a Patent FAQ
- NOLO - Provisional Patent Applications: Quickest Way to "Patent Pending"
Week 12: Initial Public Offerings
Multimedia Seminar
The Encyclopedia
- Chapter 8: Initial Public Offering
- § 8.1: Introductory Note on IPOs
- § 8.2.5: Note on Accounting for 'Cheap' Stock and Options Prior to the Effective Date
- § 8.2.6: Note on Gun Jumping and Quiet Period
- § 8.4.1: Note on Liability for Misstatements and Omissions
- § 8.5.3: Note on Projections and Other Soft Information
- § 8.10.1: Note on Lockups
- § 8.12: Directed Shares and Hot Issues
- § 8.16: Integration Problems: Private Offerings Shortly Pre- and Post- a Public Filing
- § 8.18.12: Note On Rule 144
Buzz of the Week
Week 13: Joint Ventures and Other Alliances
The Encyclopedia
- Chapter 9: Joint Ventures, Strategic Alliances and Corporate Partnering
- § 9.1: Commercial Aspects, Why To Choose Joint Ventures
- § 9.3: Negotiation Points
- § 9.4: The Duty of Candor
- § 9.5: Corporate Opportunity and Self-Dealing
- § 9.11: License Agreements through § 9.11.4: License versus Lease
- § 9.11.19: Duty of Licensee to Exploit
- § 9.11.27: Corporate Venturing
- § 9.11.27.a: History and Overview of Corporate Venturing
- § 9.11.27.b: Structural Problems
Week 14: Pooled Investment Vehicles (PIVs)
Multimedia Seminar
The Encyclopedia
- Chapter 10: Private Equity Funds
- § 10.6.1: 'Market' or 'Industry Standard' Deal - Terms and Frequency of Appearance
- § 10.2: Model Limited Liability Company Agreement [The General Partner]
- § 10.6.3: Impact of Hurdle Rate and Management Fee on IRR of the Partners
- § 10.12: Secondary Market in LP Interests
Buzz of the Week