Posts Tagged ‘no shop’
VC Term Sheets – Investors’ Option to Walk
by Scott Edward Walker on September 14th, 2011
Introduction
This post originally appeared in the “Ask the Attorney” column I am writing for VentureBeat; it is part of my ongoing series regarding venture capital term sheets. Here are the issues I have addressed to date:
In today’s post, I examine the non-binding and conditional language in term sheets.
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Tags: due diligence, exploding term sheets, founders, Fred Wilson, investors' option, liquidation preferences, no shop, Rand Fish, redemption rights, startup, vc, VC term sheet, venture capital
Posted in VC Issues | No Comments »
What Are Exploding Term Sheets and No-Shop Provisions?
by Scott Edward Walker on February 9th, 2011Introduction

This post originally appeared as part of the “Ask the Attorney” series I am writing for VentureBeat. Below is a longer, more comprehensive version. Please shoot me any questions in the comments section or, if you prefer confidentiality, via email at swalker@walkercorporatelaw.com.
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Tags: entrepreneurs, exploding term sheets, Fred Wilson, Michael Robertson, no shop, no shop provisions, term sheet, vc
Posted in VC Issues | No Comments »
Tips re Letters of Intent
by Scott Edward Walker on December 8th, 2010
Introduction
This post was originally part of my “Ask the Attorney” series which I am writing for VentureBeat (one of my favorite websites for entrepreneurs). Below is a longer, more comprehensive version. Please shoot me any questions you may have in the comments section (or via the “Ask Scott Any Question” link if you prefer confidential treatment). Many thanks, Scott
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Tags: attorney, letter of intent, letters of intent, LOI, M&A, negotiate in good faith, no shop
Posted in M&A Issues, Startup Issues | No Comments »
“Ask the Attorney” – Acquiring a Company (Part 1)
by Scott Edward Walker on April 28th, 2010Introduction
This post is part of my weekly “Ask the Attorney” series 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
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Tags: acquiring a company, assets, distressed business, due diligence, equity, exclusivity agreement, fraudulent conveyance, investment bankers, letter of intent, LOI, no shop
Posted in Ask the Attorney, M&A Issues | No Comments »
Buying A Business: Ten Tips For Entrepreneurs
by Scott Edward Walker on October 6th, 2009As I have previously noted, I was a corporate attorney for nearly eight years at two major law firms in New York City; and the majority of my work there was spent negotiating and documenting large mergers and acquisitions for multinational corporations, financial institutions and private equity firms. When I moved out here to California in 2005 and started focusing on representing entrepreneurs (which meant predominately middle-market M&A transactions), I was surprised to see how unsophisticated a lot of the players are here; in short, it’s a different environment than New York. Nevertheless, I love living in California, and I am trying to provide to entrepreneurs (via these blog posts) some legal tips and lessons I learned at the big firms in New York City. Below are ten tips for entrepreneurs who are contemplating acquiring a private company. (more…)

Tags: acquisition agreement, basket, cap, ceiling, corporate attorney, due diligence, earn-out, entrepreneurs, escrow, Hart Scott, letter of intent, LOI, M&A, MAC, material adverse change, no shop, successor liability
Posted in Dealmaking Generally, M&A Issues | No Comments »