NECINA Legal Seminar for Entrepreneurs Series

Getting Money: Term Sheet Basics and Negotiating an Investment Deal

* Speakers: Gene Landy, Chair of Technology Business Group, Ruberto Israel & Weiner, P.C. Gary Bubb, Chair of the Mergers & Acquisitions Group, Ruberto Israel & Weiner, P.C.
* Date and Time: Tuesday January 19, 2010 6:00 pm - 9:00 pm
* Registration: http://www.acteva.com/booking.cfm?bevaid=195767
* Event Parking: there is a parking garage that is directly next to Tofias' office that people can park at (55 Franklin Street, Cambridge, MA 02139)
* Event Location: CBIZ Tofias, 350 Massachusetts Ave, Cambridge, MA 02139
* Objective: Attendees will learn the basics of "A Round" angel investor and venture capital term sheets. Company founders will be better prepared to negotiate the best deal for their business.
* Method: Speakers will provide a plain English explanation of the purpose and structure of investment deals and will use a sample term sheet that will be provided to attendees. Topics to be Covered:
o Getting your ducks in order: What to do before opening the term sheet discussions.
o What's the difference between the term sheet and the deal itself? What's in a typical term sheet look like? What's in it other than the deal terms?
o Basic structure of the deal: allocation of risks, and allocation of ownership.
o Valuation and early stage company capital structures; preferred and common stock; dilution of founder's ownership. Pre-money and post-money. What is the meaning of "on a fully diluted basis?"
o Investor returns in cash and stock: liquidation preference and conversion. How the deal structure plays out in your company's exit transaction.
o Investor protections: board seats, participation in future rounds, anti-dilution, redemption.
o Drag along and tag-along provisions.
o Restrictions on founders: required approvals, compensation limits, non-comps.
o Investor due diligence. Company reps and warranties.
o Pitfalls in term sheet negotiations.
o What is negotiable and what's not? What really matters and what does not.
o Thinking about the future, what happens in the "B" and "C" rounds. Up and down rounds.

About speakers:
Gene K. Landy is a shareholder of the firm and Chair of Ruberto Israel & Weiner's Technology Business Group. His practice is concentrated on technology companies and information technology transactions. Gene is a graduate of the Massachusetts Institute of Technology and Harvard Law School.
Gene handles domestic and international transactions for high technology businesses, from start-ups to publicly traded companies. He represents companies in software, digital media, integrated circuits, telecommunications technology, IT hardware, Internet applications, e-commerce, computer games, and other technology fields. Gene also works with investors in technology opportunities.
Gene is the author of a comprehensive practical layperson's guide to digital technology and media law, published by Elsevier in June 2008. The book, called The IT/Digital Legal Companion, is available on amazon.com. Gene Landy is also the author of a number of articles in the field of information technology law published in law journals and other publications.
Gene frequently lectures on legal topics and has spoken at the Computer Games, Software-as-a-Service University, e-Commerce Expo, and other industry trade shows, as well as the Massachusetts Technology Leadership Council, Massachusetts Continuing Legal Education, and the International Federation of Computer Law Associations. He has also given presentations on IT, software, telecommunications, and Internet law in England, Ireland and India.

Gary Bubb is a shareholder of Ruberto Israel & Weiner's and Chair of the Mergers & Acquisitions group. His clients are mainly privately held companies, which rely on Gary to handle general corporate matters and a broad range of transactions, including private offerings of securities, venture capital financings, mergers and acquisitions. Gary's general corporate and securities law practice is supplemented with fifteen years of tax law experience.
Gary's tax practice includes work with pass-through entities, including S corporations, partnerships, limited liability entities and joint ventures. He concentrates on corporate tax matters, including reorganizations, mergers and acquisitions. He also has experience in administrative practice before federal and state tax agencies. Gary has a Master Degree in Taxation from Boston University.

Notice: Parking and Event locations are different!

In addition, as usual, there will be a prize drawing at the end of the seminar -- a free life time license for WebNotes software offered by our sponsor. Here is a brief description of the software:

WebNotes is an online highlighter and sticky note tool that allows anyone to take notes while performing internet research. WebNotes also allows the user to compile these notes along with bibliographic information into an aggregated report to send to clients or colleagues. Usage examples might include an attorney researching prior art for a patent case, or even a public relations firm compiling a media monitoring report for their clients.