This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat. Below is a longer, more comprehensive version. Please shoot me any questions you may have in the comments section – or feel free to call me directly at 415-979-9998. Many thanks, Scott
My colleague, Susan Morgan, conducted a webinar yesterday with respect to venture capital term sheets for the “CFO University,” which is group of Chief Financial Officers convening monthly webinars via CFOwise. As I have previously discussed, Susan recently joined our team and has strong financing experience, including 7+ years at Fenwick & West in Silicon Valley where she closed more than 30 financings. (You can learn more about Susan’s background on her bio page.) In conjunction with the webinar, Susan also wrote a brief post on convertible notes. You can see the webinar and read the post below. Many thanks, Scott
Below is a copy of the letter I just emailed to Senator Dodd’s office with respect to his new financial regulatory reform bill and its material adverse effect on angel investments.
I am pleased to welcome officially Susan Morgan to our team. Susan has 10+ years of sophisticated corporate law experience, including 7+ years at Fenwick & West in Silicon Valley where she closed more than 30 private financings; she is an Adjunct Professor at Golden Gate University, where she teaches a course on Business and Legal Issues in High Technology Startups; and she is a highly successful entrepreneur, having co-founded two software companies. (You can learn more about Susan’s background on her bio page.)
This post is part of a weekly series called “Ask the Attorney,” which I am writing for VentureBeat (one of the most popular websites for entrepreneurs). As the VentureBeat Editor notes on the site: “Ask the Attorney is a new VentureBeat feature allowing start-up owners to get answers to their legal questions.”
I have two goals here: (i) to encourage entrepreneurs to ask law-related questions regardless of how basic they may be; and (ii) to provide helpful responses in plain English (as opposed to legalese). Please give me your feedback in the comments section. Many thanks, Scott
This is part two of my two-part series on angel financings. In part one, I provided the following five tips for entrepreneurs: (i) push for the issuance of convertible notes; (ii) understand the key business terms; (iii) diligence the angel(s); (iv) never subject yourself to personal liability; and (v) comply with applicable securities laws. Below are five additional tips for entrepreneurs to help them through the angel financing process. Obviously, this is still a difficult environment in which to raise capital; however, I am confident that 2010 will bring greener pastures.
I am currently working with several smart, young entrepreneurs who are trying to raise capital from “angels” (i.e., wealthy individuals who invest in start-up companies). Indeed, since I moved to Los Angelesfrom New York City in 2005, I have been involved in a number of angel financings; and what’s interesting from my perspective as a corporate attorney is that the deals run the gamut from an angel handing a check to an entrepreneur and instructing him to “send the paperwork when it’s ready” — to an angel retaining a large, aggressive law firm and insisting on shares of preferred stock, with all the “bells and whistles.” Below are five tips for entrepreneurs to help them through the angel financing process. (This is part one of a two-part series; I will provide five additional tips in my next post.) (more…)
There has been quite a bit of excitement on the blogosphere and twitter with respect to Jason Calacanis’s crusade against angel groups charging entrepreneurs fees to pitch them (see, e.g., the discussion on Hacker News and this recent post). As a corporate attorney representing entrepreneurs, I generally agree in principle with Jason’s position; however, I think it is important to distinguish among the different angel groups and their respective practices.
Needless to say, to the extent an angel group (i) is not adequately disclosing their fees, (ii) is charging unreasonable fees and/or (iii) is deceiving entrepreneurs, it is a significant problem that needs to be addressed. On the other hand, (i) if the fees are reasonable/de minimis and are adequately disclosed and (ii) the angel group is providing a legitimate service to entrepreneurs, there may be compelling reasons to support such a fee-based service. Indeed, as discussed below, John Dilts (the founder and President of Maverick Angels, LLC) recently attempted to make that case to Frank Peters during his podcast interview on 9/24/09 here (referred to herein as the “Dilts Podcast”).
This post briefly (i) provides some background and context, (ii) sets forth the respective arguments made by Jason and John and (iii) concludes by recommending that they should meet face-to-face and have a live debate (in the great American tradition). (more…)
This post discusses the five most common mistakes entrepreneurs make in raising capital: (i) playing securities lawyer; (ii) selling securities to non-“accredited investors”; (iii) advertising or soliciting investors; (iv) using an unregistered finder to sell securities; and (v) selling preferred stock to angel investors. The abridged video version is directly below.
Scott Edward Walker is the founder and CEO of the Firm. Scott has 16+ years of broad corporate and securities law experience, including nearly eight years at two prominent New York City law firms. Read more »