Financing Company Growth
What are the most important issues regarding the following “finance related” activities:
- Borrowing money with or without a personal guarantee.
- Engaging a finder to source investors.
- Creating an effective Business Plan.
- Preparing a Simple Offering Term Sheet and Subscription Agreement for “Family & Friends Offering.”
- Preparing a PPM for Regulation D Offering to “Accredited Investors.”
- Merging with another company.
- Acquiring the assets of another company.
- Investing by Angel Investors.
- Investing by VC Investors.
These Core Legal Issues are addressed, respectively, by various Documented Core Legal Solutions: the Promissory Note and Personal Guarantee, Finder’s Agreement, Business Plan, Simple Offering Term Sheet and Subscription Agreement for “Family & Friends Offering,” PPM for Regulation D Offering to “Accredited Investors,” Merger Agreement, Asset Acquisition Agreement, Angel Seed Round Investment Agreement and VC Series A Round Investment Agreement.
What You’ll Get
Analysis and review of the nature and significance of the various issues relating to: Promissory Note and Personal Guarantee, Finder Agreement, Business Plan, Simple Offering Term Sheet and Subscription Agreement for “Family & Friends Offering,” PPM for Regulation D Offering to “Accredited Investors,” Merger Agreement, Asset Acquisition Agreement, Angel Seed Round Investment Agreement and VC Series A Round Investment Agreement.
Promissory Note and Personal Guarantee
The Note and Guarantee may be relatively simple for a private, individual lender and more complex for an institutional lender, and will comply with applicable California usury limitations on the interest rate charged.
- Under California law, the agreement must comply with new California statutory requirements to be enforceable; otherwise finder and company could be liable for damages, rescission etc.
- Federal law is still unchanged, treating the finder like an “unlicensed broker” and resulting in liability to finder and company. One possible solution is to treat the relationship as one of sharing confidential information belonging to the finder, to whom the company pays a circumvention fee if the company deals directly with an investor without the written approval of finder.
Important for providing direction for any business, the Business Plan also forms the core description of the company’s business, to be included in the PPM.
Structuring the company’s merger with another corporation (that may have liquid and/or other assets helpful to the company) in exchange for company stock.
Asset Acquisition Agreement
Structuring the company’s acquisition of another corporation’s assets in exchange for company stock or other assets or promises of the company.
Simple Offering Term Sheet and Subscription Agreement
For Family & Friends Offering.
For Regulation D Offering to “Accredited Investors.”
Angel Seed Round Investment Agreement
There are multiple forms of documents regularly used in Angel financing transactions and structured alternatively, as (i) a convertible note (see www.seedinvest.com/academy/ convertible-notes), or (ii) a simple agreement for future equity or “SAFE” see www.ycombinator.com), or (iii) preferred stock (see www.seriesseed.com).
VC Series A Round Investment Agreement
The VC Series A Round Investment Agreement is structured as preferred stock. A set of typical documents prepared and maintained by the National Venture Capital Association, available online at http://nvca.org/resources/model-legal-documents/.
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