IN FUNDRAISING By Einat Katzenell, Adv. www.kdlaw.co.il Focused - - PowerPoint PPT Presentation
BASIC TERMS IN FUNDRAISING By Einat Katzenell, Adv. www.kdlaw.co.il Focused on Getting the deal done. KatzenellDimant is a multidisciplinary commercial and corporate law firm, widely regarded as one of the best boutiques in Israel in all
www.kdlaw.co.il
By Einat Katzenell, Adv.
Focused on Getting the deal done. KatzenellDimant is a multidisciplinary commercial and corporate law firm, widely regarded as
areas we practice, and consistently ranked among Israel’s leading law firms for the scale and quality of our work.
COMPANY
LENDERS (debt / convertible loans) IIA (OCS grants) OTHER (crowdfunding, ICO)
INVESTORS (VCs, angels, others) [$ for shares]
* We will focus on the first.
INITIAL DISCUSSIONS WITH INVESTORS
TERMSHEET
NON-BINDING
DUE DILIGENCE
WORK ON DEFINITIVE AGREEMENTS
SIGNING CONDITIONS TO CLOSING
CLOSING
Other covenants Reservation of option pool, use of proceeds , due diligence “clean ups” etc.
Miscellaneous
(Share Purchase Agreement)
Transaction Description Investment amount, PPS, option pool, warrants?
Closing Conditions & Procedures
Representations & Warranties by the company. Representations & Warranties by the investors.
Valuation
Price per Share Option pool Investment amount
One closing or in installments
1st Tier – economical value
Liquidation Preference
Dividend Preference Anti – Dilution protection Veto rights
Protective provisions (a.k.a. restrictive provisions)
2nd Tier – “status quo” rights
Co-sale
Preemption rights
Bring along
Right of first refusal Information & Visitation rights
3rd Tier – Protection of Assets
Assignment of IP by all involved
Open source – clean up
Non-compete provisions (etc.) Maintenance of the Founders
Provisions relating personally to founders
No Sale
Rights to appoint a director / observer?
Repurchase / Reverse Vesting Representation and warranties