Venture Capital and Public Offering Negotiation Book

Part 1: Formation of the Venture Capital Fund
• Agreement of Limited Partnership
• Limited Liability Company Agreement for General Partner of Venture Fund
• Private Placement Memorandum
• Investment by Retirement plans in Venture Capital funds under Erisa
• Investment Company Act and Investment Advisers Act Considerations for Private and Public Venture Capital Funds
• Public and Private business development companies
• Formation and Operation of Venture Fund in small business investment company form

Part 2: Managing Portfolio Company Investments
• Portfolio Company Investments: HI-Tech Corporation
• HI-Tech Corporation: Series B Preferred Stock Purchase Agreement
• Hi-Tech Corporation: Restated Certificate of Incorporation
• Hi-Tech Corporation Investors¿ Rights Agreement
• Hi-Tech Corporation: Series B Preferred Stock Warrant
• Down Round Financings
• Hi-Tech Corporations: Convertible Subordinated Note
• Hi-Tech Corporation: Co-Sale Agreement
• Hi-Tech Corporation: Employee Stock Purchase Agreement
• Voting Agreement
• Hi-Tech Corporation: Proprietary Information and Inventions Agreement
• Tax Implication of Equity Based Compensation programs of Portfolio Companies
• Federal Securities Law exemptions used for venture capital placements and employee stock purchases
• Regulations ¿ Offshore Offerings and how to keep them exempt
• Some aspects of Representation of the investor group in a Venture Capital Financing
• Creating Successful Technology-Based corporate partnering arrangements

Part 3: Taking the Portfolio Company Public
• Initial Public Offerings; Introduction
• Letter of Intent
• Agenda for Organizational Meeting
• Time and Responsibility Schedule
• Due Diligence Memorandum and Request List
• Corporate Publicity and Offering Process
• Model Selling stockholder documents
• Initial SEC Filing Letter and Confidential Treatment Request
• Prospectus with commentary
• SEC materials with commentary
• Identifying and Avoiding ¿Cheap Stock¿ Problems
• Blue Sky Memorandum
• NASD Materials
• Underwriter and Dealer materials with commentary
• Auditors¿ Materials
• Memorandum of closing documents
• Federal Securities Law compliance manual procedures and guidelines for directors and officers of HI-Tech corporations
• Obligations of Attorney and Accountants in Representing Start-up (Developing) Companies
• Electronic Media in the Initial Public offering process: an overview