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	<title>Comments on: Time to Reboot Venture Capital Deal Structures</title>
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	<link>http://www.jasonmendelson.com/wp/archives/2009/03/time-to-reboot-venture-capital-deal-structures.php</link>
	<description>Mendelson&#039;s Musings</description>
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		<title>By: Vada</title>
		<link>http://www.jasonmendelson.com/wp/archives/2009/03/time-to-reboot-venture-capital-deal-structures.php/comment-page-1#comment-1814</link>
		<dc:creator>Vada</dc:creator>
		<pubDate>Sun, 22 Mar 2009 15:15:34 +0000</pubDate>
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		<description>Law should not be excluded from the design aesthetic: &quot;remove the obvious and add the meaningful.&quot; </description>
		<content:encoded><![CDATA[<p>Law should not be excluded from the design aesthetic: &quot;remove the obvious and add the meaningful.&quot;</p>
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		<title>By: John</title>
		<link>http://www.jasonmendelson.com/wp/archives/2009/03/time-to-reboot-venture-capital-deal-structures.php/comment-page-1#comment-1786</link>
		<dc:creator>John</dc:creator>
		<pubDate>Sat, 21 Mar 2009 17:49:39 +0000</pubDate>
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		<description>It is probably not a coincidence that the best regarded VC firms I&#039;ve dealt with used the simplest deal terms and structures.  Either they believed an investment was a good one and the real issue was valuation, or they did not and no amount of financial alchemy or complex terms could save it. </description>
		<content:encoded><![CDATA[<p>It is probably not a coincidence that the best regarded VC firms I&#039;ve dealt with used the simplest deal terms and structures.  Either they believed an investment was a good one and the real issue was valuation, or they did not and no amount of financial alchemy or complex terms could save it.</p>
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		<title>By: Dave</title>
		<link>http://www.jasonmendelson.com/wp/archives/2009/03/time-to-reboot-venture-capital-deal-structures.php/comment-page-1#comment-1785</link>
		<dc:creator>Dave</dc:creator>
		<pubDate>Sat, 21 Mar 2009 17:14:12 +0000</pubDate>
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		<description>The deal docs could be simplified but early round deal docs between VC&#039;s and founders are still pretty simple. More pieces of paper and more words than they should be (and I agree that someone could simplify them), but still pretty simple and the extra words don&#039;t really cause much pain. No one ever reads the ROFR/Co-Sale agreement, registration rights agreements are fairly harmless--a lot of words and paper but very little time is ever wasted on them by lawyers who know what they are doing, voting agreements are easy to read. A Series A round with reasonable VC&#039;s and experienced lawyers is an easy, cheap proposition. 
 
Even though there is no real remedy, reps/warranties in purchase agreements are the way investors backstop their diligence and make sure people take the process seriously. Can you imagine VC&#039;s trying to tell their LP&#039;s they don&#039;t get reps/warranties and just invest off a subscription agreement because they decided reps were not necessary?  
 
Ultimately, I believe the core issue is that the VC&#039;s are compelled to get overly creative and complicated among themselves as you move into later rounds. Complex liquidation waterfalls in Series B and later financings--with various combinations of participation rights, participation caps, cumulative dividends, etc.; who gets what price based anti-dilution (particularly in a difficult market where terms like a &quot;full ratchet&quot; make a comeback as no one is certain pricing is correct); drag-along rights issues, as well as control provisions and various types of blocking rights are what make financings hard. It is not the documents, it is the business deal that ends up making financings complicated. The problem is compounded by complex terms often leaving management feeling left out in the cold because they don&#039;t put money in so VC&#039;s seem to forget about them when putting in many of these terms--and management rarely has its own counsel in a typical later round VC financing. </description>
		<content:encoded><![CDATA[<p>The deal docs could be simplified but early round deal docs between VC&#039;s and founders are still pretty simple. More pieces of paper and more words than they should be (and I agree that someone could simplify them), but still pretty simple and the extra words don&#039;t really cause much pain. No one ever reads the ROFR/Co-Sale agreement, registration rights agreements are fairly harmless&#8211;a lot of words and paper but very little time is ever wasted on them by lawyers who know what they are doing, voting agreements are easy to read. A Series A round with reasonable VC&#039;s and experienced lawyers is an easy, cheap proposition. </p>
<p>Even though there is no real remedy, reps/warranties in purchase agreements are the way investors backstop their diligence and make sure people take the process seriously. Can you imagine VC&#039;s trying to tell their LP&#039;s they don&#039;t get reps/warranties and just invest off a subscription agreement because they decided reps were not necessary?  </p>
<p>Ultimately, I believe the core issue is that the VC&#039;s are compelled to get overly creative and complicated among themselves as you move into later rounds. Complex liquidation waterfalls in Series B and later financings&#8211;with various combinations of participation rights, participation caps, cumulative dividends, etc.; who gets what price based anti-dilution (particularly in a difficult market where terms like a &quot;full ratchet&quot; make a comeback as no one is certain pricing is correct); drag-along rights issues, as well as control provisions and various types of blocking rights are what make financings hard. It is not the documents, it is the business deal that ends up making financings complicated. The problem is compounded by complex terms often leaving management feeling left out in the cold because they don&#039;t put money in so VC&#039;s seem to forget about them when putting in many of these terms&#8211;and management rarely has its own counsel in a typical later round VC financing.</p>
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		<title>By: Brad Feld</title>
		<link>http://www.jasonmendelson.com/wp/archives/2009/03/time-to-reboot-venture-capital-deal-structures.php/comment-page-1#comment-1777</link>
		<dc:creator>Brad Feld</dc:creator>
		<pubDate>Sat, 21 Mar 2009 12:54:32 +0000</pubDate>
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		<description>I&#039;m not sure I would call this &quot;dumbing down&quot; the current NVCA model documents.  Instead, I&#039;d call this &quot;making them smarter.&quot;  As every hacker knows, less is usually bettter (as in less, more elegant code is usually better code).  Software developers love to eliminate big chunks of code in the quest for making better software; maybe lawyers should take a clue from their clients. </description>
		<content:encoded><![CDATA[<p>I&#039;m not sure I would call this &quot;dumbing down&quot; the current NVCA model documents.  Instead, I&#039;d call this &quot;making them smarter.&quot;  As every hacker knows, less is usually bettter (as in less, more elegant code is usually better code).  Software developers love to eliminate big chunks of code in the quest for making better software; maybe lawyers should take a clue from their clients.</p>
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		<title>By: Brad Feld</title>
		<link>http://www.jasonmendelson.com/wp/archives/2009/03/time-to-reboot-venture-capital-deal-structures.php/comment-page-1#comment-1778</link>
		<dc:creator>Brad Feld</dc:creator>
		<pubDate>Sat, 21 Mar 2009 12:54:19 +0000</pubDate>
		<guid isPermaLink="false">http://www.jasonmendelson.com/wp/archives/2009/03/time-to-reboot-venture-capital-deal-structures.php#comment-1778</guid>
		<description>I&#039;m not sure I would call this &quot;dumbing down&quot; the current NVCA model documents.  Instead, I&#039;d call &quot;making them smarter.&quot;  As every hacker knows, less is usually bettter (as in less, more elegant code is usually better code).  Software developers love to eliminate big chunks of code in the quest for making better software; maybe lawyers should take a clue from their clients. </description>
		<content:encoded><![CDATA[<p>I&#039;m not sure I would call this &quot;dumbing down&quot; the current NVCA model documents.  Instead, I&#039;d call &quot;making them smarter.&quot;  As every hacker knows, less is usually bettter (as in less, more elegant code is usually better code).  Software developers love to eliminate big chunks of code in the quest for making better software; maybe lawyers should take a clue from their clients.</p>
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		<title>By: Saul Lieberman</title>
		<link>http://www.jasonmendelson.com/wp/archives/2009/03/time-to-reboot-venture-capital-deal-structures.php/comment-page-1#comment-1748</link>
		<dc:creator>Saul Lieberman</dc:creator>
		<pubDate>Fri, 20 Mar 2009 14:15:51 +0000</pubDate>
		<guid isPermaLink="false">http://www.jasonmendelson.com/wp/archives/2009/03/time-to-reboot-venture-capital-deal-structures.php#comment-1748</guid>
		<description>Making venture financings easier to complete is a worthy goal. But Jason&#039;s post and Yokum&#039;s comment indicate that it won&#039;t be easy.  
 
Yokum&#039;s suggestion of a commonly understood standard is probably much more realistic. I&#039;d like to suggest taking it in a slightly different direction. 
 
When I was a leasing lawyer in NY (ummm, 15 years ago), there was a Blumberg standard form for office leases. Perhaps at first it was actually signed as is. In my time, the Blumberg form was used for smaller deals together with a rider developed by each law firm which overrode certain provisions or added to them. While the rider mechanism limited the benefits of the standard form, it certainly cut down on the time necessary for the other side to read and comment on the document. 
 
The NVCA (or Techstar) documents could be used as an &quot;initial form&quot; right now.  Issues of bias or overinclusion would be irrelevant. </description>
		<content:encoded><![CDATA[<p>Making venture financings easier to complete is a worthy goal. But Jason&#039;s post and Yokum&#039;s comment indicate that it won&#039;t be easy.  </p>
<p>Yokum&#039;s suggestion of a commonly understood standard is probably much more realistic. I&#039;d like to suggest taking it in a slightly different direction. </p>
<p>When I was a leasing lawyer in NY (ummm, 15 years ago), there was a Blumberg standard form for office leases. Perhaps at first it was actually signed as is. In my time, the Blumberg form was used for smaller deals together with a rider developed by each law firm which overrode certain provisions or added to them. While the rider mechanism limited the benefits of the standard form, it certainly cut down on the time necessary for the other side to read and comment on the document. </p>
<p>The NVCA (or Techstar) documents could be used as an &quot;initial form&quot; right now.  Issues of bias or overinclusion would be irrelevant.</p>
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		<title>By: Yokum</title>
		<link>http://www.jasonmendelson.com/wp/archives/2009/03/time-to-reboot-venture-capital-deal-structures.php/comment-page-1#comment-1738</link>
		<dc:creator>Yokum</dc:creator>
		<pubDate>Fri, 20 Mar 2009 07:39:24 +0000</pubDate>
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		<description>As a practical matter, I&#039;m not sure that eliminating/modifying some of the suggested rights will significantly decrease the length/complexity of the documents that much to make a difference.  Perhaps there needs to be some sort of common understanding so that standard term sheet language refers to a commonly understood standard -- like &quot;Creative Commons Attribution 3.0&quot; refers to a longer license agreement with a human readable summary. 
 
Getting rid of some of the registration rights might get rid of a couple of pages.  Deleting price-based anti-dilultion might save a couple of pages, but the rest of the structural anti-dilution needs to remain.  Getting rid of some reps and warranties would save a few pages -- but I don&#039;t think that reps are particularly difficult to read, as compared to, say, IRA indemnification provisions.  Eliminating the RFR/Co-sale would eliminate an agreement, but most people never have substantive comments on a typical form anyway.  Redemption rights aren&#039;t in most deals anyway, so I think there really isn&#039;t a savings there. 
 
In any event, making venture financings easier to complete is a worthy goal. </description>
		<content:encoded><![CDATA[<p>As a practical matter, I&#039;m not sure that eliminating/modifying some of the suggested rights will significantly decrease the length/complexity of the documents that much to make a difference.  Perhaps there needs to be some sort of common understanding so that standard term sheet language refers to a commonly understood standard &#8212; like &quot;Creative Commons Attribution 3.0&quot; refers to a longer license agreement with a human readable summary. </p>
<p>Getting rid of some of the registration rights might get rid of a couple of pages.  Deleting price-based anti-dilultion might save a couple of pages, but the rest of the structural anti-dilution needs to remain.  Getting rid of some reps and warranties would save a few pages &#8212; but I don&#039;t think that reps are particularly difficult to read, as compared to, say, IRA indemnification provisions.  Eliminating the RFR/Co-sale would eliminate an agreement, but most people never have substantive comments on a typical form anyway.  Redemption rights aren&#039;t in most deals anyway, so I think there really isn&#039;t a savings there. </p>
<p>In any event, making venture financings easier to complete is a worthy goal.</p>
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