Term Sheets, Negotiations, Contracts & Deal StructureFebruary 2, 2021
Term Sheets, Negotiations, Contracts & Deal Structure
Julie Gionfriddo, Director, Advisory Services FML; James Wilkie, CEO of Lowell Therapeutics, Inc.; Attorney Michael Mahoney, Gesmer Updegrove LLP; Attorney Justin Nesbit, Gesmer Updegrove LLP; Attorney Matthew A. Karlyn, Morrison & Foerster LLP
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 following issues:
- When do you approach lawyers regarding term sheets? 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 attorneys, a VC, and a serial entrepreneur who has had several successful exits, will discuss these issues concerning valuation and term sheets.
Julie Gionfriddo, Director, Advisory Services FML
Director of Advisory Services for Fiondella, Milone & LaSaracina in Glastonbury, CT. She provides advisory services to funds and companies in the VC and growth capital space. Previously she was a Principal at Apple Tree Partners, a NYC healthcare venture capital fund, and just prior to that was a Vice President in the secondary private equity group at Landmark Partners. She is a founding member of the Trinity College Women’s Leadership Council, the President of the Women’s Association of Venture and Equity, and is a board member of Launc[H] Hartford. She holds both a BA and an MA in Economics from Trinity College.
James Wilkie, CEO of Lowell Therapeutics, Inc.
Jim has 33 years of experience in the life science industry developing both drugs and devices. He is CEO of Lowell Therapeutics, Inc., which is developing products for critically ill patients in the ICU.
Previously Jim was VP of New Enterprise Development at La Jolla Pharmaceutical Company, a publicly traded start up, COO of Pluromed, Inc. until the sale of the company in 2012 to Sanofi, and held various positions of increasing responsibility at MedChem Products, Inc. and co-founded Surgical Sealants, Inc.
Jim holds 4 issued patents, several pending applications and received his B.S. in Engineering from the University of Massachusetts.
Attorney Michael Mahoney, Gesmer Updegrove LLP
Attorney Mahoney holds a B.S. in Anatomy and Cell Biology from McGill University and a J.D. from Boston College Law School. He is an associate at Gesmer Updegrove LLP in Boston, MA and enjoys advising new and emerging companies on a wide variety of corporate matters. Attorney Mahoney regularly counsels start-up companies on choice of entity and equity compensation for employees, directors and consultants. He has also worked with a number of clients on commercial and licensing agreements, equity and debt financings, and mergers & acquisitions.
Attorney Mahoney previously owned two companies and has experience dealing with the day-to-day challenges that face business owners. He enjoys fostering strong relationships with his clients so they feel comfortable reaching out to him to discuss any difficulties that they are facing.
Attorney Justin Nesbit, Gesmer Updegrove LLP
Attorney Nesbit holds a B.A. from Williams College and a J.D. from Boston College Law School. He represents emerging and established companies with many aspects of their legal affairs. Attorney Nesbit enjoys providing advice on complicated legal and business issues and always strives to be a part of his clients’ growth and success. In the past he has negotiated and formed numerous licensing, consulting, sales, development and distribution contracts, many on behalf of one of the world’s preeminent universities. He has helped to “put together” and close mergers, acquisitions and financings, and he enjoys rolling up his sleeves and working on many aspects of each transaction.
Clients rely on him for a wide variety of advice on the day-to-day corporate matters that every company must address if they wish to build a world-class enterprise. Nothing makes Justin happier than building strong relationships with his clients, whether that involves discussing the search for the perfect college for a client’s child or learning about what pressing issues keep the client up at night.
Attorney Matthew A. Karlyn, Morrison & Foerster LLP
Matthew has a B.A from Union College, a J.D. from Temple University, and a M.B.A. from the University of Chicago and is authorized to practice law in Massachusetts, Illinois, and New York. He is a partner at the Boston, MA office of Morrison & Foerster LLP. He has 23 years of experience in working with companies in the healthcare, pharmaceutical, medical device, and technology industries on a wide range of commercial life sciences, licensing, and technology transactions. His clients range from Fortune 100 companies to start-ups, and he regularly advises companies on matters involving IP commercialization, complex collaboration transactions, licensing initiatives, subscription-based economics, and business transactions related to the procurement, development, commercialization, and use of technology and life sciences products. He has also worked with a number of clients on corporate transactions including mergers and acquisitions, as well as private equity and venture capital financing.
Life sciences clients, including pharmaceutical, medical device, and healthcare companies, rely on Attorney Karlyn for his breadth of knowledge in licensing, collaboration, and commercialization strategies across a wide range of transactions designed to strengthen operations and maximize value. His clients come from sectors across the global economy and include emerging companies, privately held companies, and many of the world’s biggest brands. Matt Karlyn | LinkedIn
William Mansfield, Attorney and Patent Attorney, Mansfield Law
Attorney Mansfield is a patent attorney and is a lawyer in MA & NY; high bar exam scores allowed him to waive into the D.C. Circuit. 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 intellectual property law using trademarks, trade dress, copyrights, licensing, patents, trade secret protection, 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. William A.M. Mansfield, Esq. | LinkedIn
Kristin King, MBA. Vice President, Corporate Development & Strategy, Defibtech, LLC
Kristin is an accomplished MedTech executive, serial intrapreneur, investor and strategic advisor to startups developing biotech solutions. With over 20 years spanning technical, commercial and business skills as well as Boston Harbor Angel Investor, she covers broad expertise transforming technologies from early concept to successful global divisions.
Kristin holds a B.S. in bioengineering from Syracuse University, MBA in Finance & Marketing from NYU Stern.
Dave Hall, Founder & CEO, DLH Technology, Advisors, Startup Strategy & Venture Capital Consulting
Dave is Founder and CEO of DLH Technology Advisors. He is a startup & strategy Executive, Innovation Consultant, Advisory Board Member, Connector, Evangelist and Speaker for growth companies looking to implement, optimize, and fund their Go-to-Market plan.
DLH Technology Advisors offers consulting services including Startup Strategy, & Frameworks, Business Development, Startup Marketing, Go-to-Market Strategy, Executive Coaching and Startup Funding Channels. DLH has resources for CRM development services including Salesforce implementation, AppExchange App Development, QuickStarts, Lead Architect and Admin Services for the entire Salesforce product line – www.DLHsales.com.