Pointers for Term Sheet Negotiations

Company founders getting ready to raise outside financing do not want to give up more equity than absolutely necessary. Investors want more equity for their investment as a reward for the risk they are taking on the young company. Valuation is used to determine a fair trade-off of cash for equity. However, company founders need to consider the issues.

• What is a reasonable valuation for a startup?
• Must this determination be made when first obtaining funds?

• What terms might an entrepreneur see when presented with a Term Sheet and what are the trade-offs when negotiating these?
• How do terms impact founders’ managerial control of investments and operating decisions?

Our panel, including two legal experts and a former venture capitalist, will discuss these issues concerning valuation and term sheets.

A networking session will precede the meeting, and a question and answer session will follow the panelists’ presentations.

Panel:

Attorney Prithvi Tanwar has a Drake University B.A. in management information systems, and he has been a consultant at Cap Gemini Ernst & Young and at Deloitte. He has a Boston University School of Law J.D. and is a corporate attorney at Foley Hoag LLP working on venture capital financing and emerging companies.

He provides practical, relevant and actionable legal advice based on a clear understanding of his clients’ products and business goals. He has helped founding teams incorporate, protect intellectual property, raise capital financing, establish clear and defined internal guidelines and procedures, negotiate commercial agreements, address legal issues that arise in daily operations, and successfully exit. He is very familiar with term sheets and the pitfalls that can arise when negotiating them.

Jeremy Cohen has a Harvard University chemistry degree and was Managing Editor at America’s Most Wanted; he has a Northeastern University School of Law J.D. and worked as an Associate at Skadden, Arps, Slate, Meagher & Flo LLP and since January 2012, as a Gesmer Updegrove LLP corporate attorney. He has extensive experience with securities regulations and preparing securities filings with expertise in the SaaS and FinTech spaces. He has done licensing, contract negotiations, privacy policies, corporate formations, and financing and M&A transactions.

He represents start-ups, emerging tech companies, and small businesses. He helps with M&A transactions including sales, private equity investments and enterprise deals. He knows term sheets intimately and will speak on them from a legal perspective.

Rob Jevon is an investor and startup advisor. He is on the Advisory Board of Yale University’s Center for Biomedical Interventional Technology, a medtech innovation initiative. He was a Partner at Boston Millennia Partners from its founding in 1997. He was a venture partner at Boston Capital Ventures from 1996. He was Managing Director and co-owner of Watch Hill Corporation, an investment firm. He was Controller of Bolt, Beranek and Newman’s Communications Division.

Mr. Jevon served as an investor or director in several companies including PHT Corporation (ERT acquired), PreCision Dermatology (Valeant acquired), Collegium Pharmaceutical (IPO January 2016), MedAptus, Glycofi (Merck acquired), Galt Associates (Cerner acquired), eMed Technologies (Cedara Software acquired), Proteome (Incyte Genomics acquired), iParty (Party City acquired), Lawrence Pumps (Flowserve acquired), and HotJobs (Yahoo acquired). Mr. Jevon has an Amos Tuck School MBA and a Haverford College BA.

Moderator:

Attorney William Mansfield is a patent attorney and is a lawyer in MA & NY; high bar exam scores allowed him to waive into D.C. Circuit U.S. Court of Appeals. He won the CALI Award for perfect grades in an IP course, and he has passed the Fundamentals of Engineering Exam covering all types of engineering. He assists clients with corporate and IP law using trademarks, trade dress, copyrights, licensing, patents, strategic partnerships, and succession planning.

From 2004, he has worked on legal matters & he has counseled entrepreneurs/startups since 2009 thru Mansfield Law. He has worked on patent prosecution, especially business method, business process, electrical, mechanical, telecommunications, and e-commerce patents. He has filed for global IP protection and has a network of foreign IP professionals.