Business Planning Financing the Start-Up Business and Venture Capital Financing [Connected eBook]

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This innovative casebook uses a simulated deal format that is drawn from the “deal-files” of real-world practicing lawyers. It integrates the teaching of transactional lawyering skills with the presentation of substantive law and current market practices that are critical to the success of junior corporate lawyers practicing in a transactional setting. The Fifth Edition includes numerous updates to reflect changes in the law and market practices since publication of the Fourth edition as well as to reflect an increased emphasis on the importance of intellectual property (IP) and technology law in today’s world of start-up financing. 

Maynard is excited to welcome her new co-author, Stephen Kong, Director of Loyola Law School’s Transactional Lawyering Institute (TLI) and Associate Clinical Professor of Law. Prior to joining Loyola’s faculty, Kong was a partner in the corporate group at Winston & Strawn focusing on technology transactions. Previously Kong served as in-house counsel for Sony’s PlayStation entity where he worked on several of the early content streaming transactions for the Sony PlayStation platform. Throughout his career, Kong’s practice has focused on the intersection of IP, technology, and corporate law. 

New to the Fifth Edition: 

? Chapter 1 introduces a new “deal story” that is then referenced throughout remaining chapters of the book. The new deal focuses on a start-up named “PressFeed” who will be building and marketing a mobile application to provide customized news content to users. This new deal story is more relatable for students given the widespread use today of mobile phones for accessing content. The PressFeed start-up also must obtain rights to use news content, thereby allowing students to be exposed to legal issues involving media law, IP and licensing agreements that are very common in today’s world of technology deals. The new deal story is also more accessible to students interested in practicing as transactional lawyers in the areas of media and entertainment law. 

? New to this edition, the authors chose to analyze venture capital financing agreements by emphasizing relevant provisions of the model forms of these agreements as promulgated by the National Venture Capital Association (the “NVCA”). Given the heavy reliance of today’s start-up lawyers on the NVCA’s model agreements (“NVCA Forms”) to help streamline the contracting process for a VC financing transaction, the importance of the NVCA Forms is undisputed among the practicing bar. The authors are grateful to the NVCA for allowing use of the NVCA Forms, thereby enhancing the ability of this new edition to facilitate students’ transition into practice as start-up lawyers. 

? Chapter 5 has been thoroughly revised to de-emphasize coverage of California corporate law as a state for incorporation of modern technology start-ups. Since the publication of the 4th edition, market data demonstrates the prevalence of Delaware incorporation for venture capital-backed start-ups. This edition also includes coverage of the ongoing debates concerning the question of whether to incorporate in Delaware vs. Nevada or Texas. 

? Chapter 7 has been updated to include a deeper focus on IP issues and technology contracting since every start-up in today’s business world must deal with obtaining rights to use software, data, technology and content. 

? Chapter 8 includes new materials to reflect the increased role of SAFEs. An updated approach to “exits” is taken to address “acqui-hire exits” and market changes related to the use of SPACs as an exit strategy. While the last three chapters of our casebook continue to focus on traditional venture capital investment, Chapter 8 includes expanded coverage of non-traditional investors (such as hedge funds and sovereign wealth funds), who bring different perspectives and approaches to their investment decisions than that of traditional venture capital firms. Students are also introduced to some of the sociological impediments that often make traditional venture capital financing difficult for some groups of entrepreneurs to obtain, most notably female founders and entrepreneurs of color. 

? Chapter 9 continues to rely on detailed mathematical examples of various liquidation and anti-dilution preferences that have proven useful for student learning in prior editions. In this new edition, the authors have introduced extensive use of provisions from the NVCA Form for a Charter (“NVCA Charter) or cross-references to corresponding language of the NVCA Charter to further illustrate these preferences that are customarily part of a venture capital financing transaction. 

? Chapter 10 ties in coverage of the entire set of venture capital financing documents by incorporating references to their NVCA counterparts, further emphasizing current market practices in VC financing transactions.

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