Startup Company Lawyer

MARCH 14, 2010

The primary rights in these documents, ranked in order of importance in my opinion are: Non-participating preferred liquidation preference. The liquidation preference would not apply in this situation, and any distribution to stockholders would trigger the dividend preference. Dividend preference.

Finance 70

Finance Software Review Term Sheet Liquidation Preference 70

Up and Running

MAY 21, 2015

All the other sharks typically make a traditional equity investment; for example they’ll invest $100,000 at a $1,000,000 business valuation, and take 10 percent of the business. They generally also get additional rights that common shareholders don’t get, such as anti-dilution protection, and liquidation preference (discussed further below).

Covenant 60

Covenant Liquidation Preference Ratchet Dilution 60

Scott Edward Walker

JUNE 9, 2011

Optional conversion rights permit the holder to elect (not require) to convert its shares of preferred stock into shares of common stock, initially on a one-to-one basis. These rights are related to the investor’s liquidation preference. What Are Mandatory Conversion Rights? What Are the Key Issues for Founders?

Term Sheet 60

Term Sheet Conversion Rights Venture Capital Liquidation Preference 60

Board Effect

MAY 10, 2019

Such metrics can include an investor’s liquidation preference, option exercise windows and expiry dates, and shareholders’ fully diluted ownership percentages. These events add complexity to a company’s equity and ownership structure, making the need for maintaining an organized cap table all the more evident.

Cap Table 40

Cap Table Liquidation Preference Dilution Liquidity Event 40

ithacaVC

SEPTEMBER 20, 2011

In “VC world” Rule 409A is best known for providing a safe harbor for private company valuations, and in particular the setting of strike prices for employee stock options. If the company conducts an outside independent valuation, then, under 409A, the burden is on the IRS to prove that the valuation was not reasonable (i.e.,

Liquidation Preference 49

Liquidation Preference Common Stock Stock Options Valuation 49

Professor VC

APRIL 1, 2010

One comment made by Jason was that angels tend to be less sensitive than VCs on valuation and can potentially make it difficult to get a venture financing done at acceptable valuation. We are typically looking at either smaller exits or require a lower valuation to get a reasonable step-up to a venture round. Steve Bennet.

Term Sheet 32

Term Sheet Angel Investor San Jose Venture Capital 32

Startup Company Lawyer

JANUARY 9, 2011

Tweaking convertible debt so that common stock (instead of preferred stock) is issued for the conversion discount in order to limit liquidation preference overhang. Convertible debt with a price cap preserves the investor’s “equity&# ownership, but gives the investor extra liquidation preference.

Liquidation Preference 57

Liquidation Preference Finance Preferred Stock Common Stock 57

Scott Edward Walker

SEPTEMBER 14, 2011

Finally (and this will only work if the founders have extraordinary leverage), founders should add an expense reimbursement or “reverse break-up” fee to the term sheet requiring the investors to reimburse them for their expenses (including legal fees) and/or pay liquidated damages in the event the investors walk through no fault of the company.

Term Sheet 76

Term Sheet Due Diligence Liquidation Preference Redemption 76

ithacaVC

NOVEMBER 1, 2011

When a VC prices an investment transaction, it normally treats all options as “outstanding” for purposes of determining the number of shares outstanding (in order to divide into the pre-money valuation to determine a share price). And we know that the options will be worthless unless our liquidation preferences are cleared.

Vesting 60

Vesting Pre-Money Valuation Liquidation Preference Stock Options 60

Hunter Walker

NOVEMBER 23, 2015

Earlier this month, I was at an event where Sam mentioned he writes a letter to his Box engineering team every Sunday. Sometimes they’re more practical – I did a long one on liquidation preferences and how they inflate valuations, right before Sam Altman wrote his blog piece on the same thing.

Engineer 48

Engineer Liquidation Preference AJAX IPO 48

Startup Company Lawyer

FEBRUARY 21, 2010

I was speaking at an event last month to a group of CEOs and was surprised by the number of CEOs that were worried about the value of their common stock in a M&A transaction. Due to aggregate liquidation preferences that may exceed the acquisition price in an M&A deal, common stock may be rendered worthless.

Retention 31

Retention Liquidation Preference Employee Common Stock 31

abovethecrowd.com

FEBRUARY 24, 2015

An unprecedented 80 private companies have raised financings at valuations over $1B in the last few years. The size of these companies’ private valuations may be similar to a traditional public company valuation, but that is where the similarities begin and end. You must subtract it from your top-line revenue.

IPO 40

IPO Liquidation Preference Valuation Technical Review 40

www.paulgraham.com

APRIL 28, 2010

When youhear people talking about a successful angel investor, theyre notsaying "He got a 4x liquidation preference." 2 ] When you negotiate terms with a startup, there are two numbers youcare about: how much money youre putting in, and the valuation ofthe company. The valuation determines how much stock you get.

Angel Investor 63

Angel Investor Syndicate Syndication Dilution 63

abovethecrowd.com

APRIL 20, 2016

One key to this population growth has been the remarkable ease of the Unicorn fundraising process: Pick a new valuation well above your last one, put together a presentation deck, solicit offers, and watch the hundreds of million of dollars flow into your bank account. By January of 2016, that number had ballooned to 229.

IPO 40

IPO Term Sheet Silicon Valley Valuation 40

dondodge.typepad.com

JANUARY 15, 2011

The entrepreneur expects the company to be worth many times this valuation and so does the investor. The key is to have several VCs or investors competing for the deal to arrive at a "fair" valuation. So they will give you a pre-money valuation somewhere around the amount you raise. That is how much you should raise.

Equity 40

Equity Employee Dilution Valuation 40

Both Sides of the Table

FEBRUARY 14, 2016

I have been talking about my concerns about valuations for the past couple of years because, well, they’ve been rising very rapidly the past two years! ” “Mark has a vested interest in talking down valuations of startups.” Do Investors WANT Valuations to Drop? The Motive for Speaking Up. Mostly, no.

Valuation 150

Valuation Down Round Startup Later Stage 150