Venture Capital 2010: Nuts & Bolts

Overview

Recently admitted NY attorneys: This program is accredited for transitional CLE credit

Why You Should Attend

Understanding current market practice, deal terms and conditions, transaction documents and applicable securities, tax and ethical issues is critical in the venture capital business. This program, designed for those seeking a deep understanding of the nuts and bolts of the venture capital field, will give you the core knowledge of venture capital basics.  From examining the anatomy of a venture capital deal, to participating in a mock term sheet negotiation, to exploring key issues in follow-on financing rounds, exit strategies and securities law compliance, our expert faculty of lawyers, venture capitalists and business executives will analyze the legal and business issues you need to master to actively and successfully participate in today's venture capital environment.

The program will also address the latest financing trends, regional differences in deal practice and the ethical issues associated with representing start-ups and venture-backed companies.

What You Will Learn

• How to form and counsel start-ups
• Venture capital finance terms and trends
• Bridge finance and venture debt terms and trends
• Exit strategies and current issues
• Applicable securities and tax laws

Plus: Earn one full hour of Ethics credit!

Who Should Attend

This program is designed for attorneys who advise start-up companies and their investors, as well as venture capitalists. It is geared specifically to practitioners seeking a deep understanding of the nuts and bolts of the venture capital field.

Special Features

Live Webcast - Simultaneous live webcast of the New York session is available for individual viewing. Webcast participants will receive streaming audio and/or video of the program, view and print the Course Handbook, and have the ability to submit questions electronically.

For more information click on the Live Webcast link in the Related Items box.

Special Bonus to all Registrants

All attendees receive a complimentary copy of PLI's comprehensive Course Handbook. This softcover, bound volume was written to augment this program and to stand alone as a permanent reference. PLI's Course Handbooks represent the definitive thinking of the nation's finest legal minds, and are often the standard reference in the field.

Please Note: Webcast attendees will receive a downloadable version of the Handbook one business day prior to the program.

PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Schedule

Please plan to arrive with enough time to register before the conference begins. A networking breakfast will be available upon your arrival.

Morning Session:  9:00 a.m. - 12:30 p.m.

9:00  Introduction

Dror Futter, Curtis L. Mo

9:15  Anatomy of a Venture Capital Deal

• Entity formation
• Investors vs. Founders vs. Employees
• Equity structures
• Introduction to transaction documents
• Top 10 VC terms of art
• Securities law issues and private placement exemptions

Ellen B. Corenswet, Sarah Reed

10:30  Networking Break

10:45  Term Sheet Negotiation

• Simulated negotiation workshop of a Series A financing round
• How practice varies by region

Dror Futter, Curtis L. Mo, Robert L. R. Munden, Scott Ring

12:30  Lunch

Afternoon Session:  1:30 p.m. - 5:00 p.m.

1:30  Key Issues in Follow-On Financing Rounds

• Pre-emptive rights of first offer
• Shareholder protective provisions and corporate approvals
• Effect of liquidation preferences
• Down rounds and cramdown/washout financings
• Bridge financings
• Underwater stock options and out-of-the-money junior securities
• Bridge financings and venture debt

Michael R. Lincoln, Anthony O. Pergola

2:45  Networking Break

3:00  Exit Strategies

• IPOs in the U.S. and foreign markets
• M&A structures and considerations
• Preparing the venture-backed company for exit
• Reverse mergers and SPACs

Graham Robinson, Michael A. Schlesinger

4:00  Ethical Issues in Representing Start-Ups and Venture-Backed Companies

• Who is the client?
• Representing both the company and an investor
• Dealing with the “informality” of a start-up

William B. Asher, Jr., Deirdre A. Cunnane

5:00  Adjourn

Faculty

Co-Chair(s)

Dror Futter, General Counsel and Partner, New Venture Partners LLC
Curtis Mo, DLA Piper LLP

Speaker(s)

William B. Asher, Jr., Choate, Hall & Stewart LLP
Ellen B. Corenswet, Covington & Burling LLP
Deirdre A. Cunnane, General Counsel, Advanced Technology Ventures
Michael R. Lincoln, Cooley Godward Kronish LLP
Robert L. R. Munden, Vice President & Corporate Counsel, Safeguard Scientifics, Inc.
Anthony Pergola, Lowenstein Sandler PC
Sarah Reed, General Counsel, Charles River Ventures, LLC
Scott Ring, General Counsel, Bessemer Venture Partners
Graham Robinson, Wilmer Cutler Pickering Hale and Dorr LLP
Michael A. Schlesinger, Latham & Watkins LLP

Program Attorney(s)

Peter Beattie, Practising Law Institute

CLE Credit

Travel Information

New York City Seminar Location

PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.

New York City Hotel Accommodations

Due to high demand and limited inventory in NYC, we recommend reserving hotel rooms as early as possible.

The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field to access Practising Law Institute rates.

The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: res.ny@warwickhotels.com