"3 Faces of a Term Sheet" and How to Negotiate One



  • Arm yourself with vital information from all sides of the negotiation table - a VC, a venture-backed entrepreneur, and an attorney. Find out where you can negotiate and what you'll need to leave on the table in today's market.



    Jon Baer, Founder & Former CEO, eBoomerang

    George Hoyem (bio), Managing Director, RedLeaf Group

    David Makarechian (bio), Partner, Brobeck Phleger & Harrison LLP

    You're looking at a term sheet... congratulations! Should you sign it? Can you negotiate without sending the wrong signal? Do you know which items are negotiable and which are dealbreakers?

    VCs negotiate and work with term sheets every day. Entrepreneurs, however, deal with them only a few times during the life of a company. Even in a "standard" term sheet there are numerous provisions and negotiation points... and valuation is only one of them.

    Arm yourself with vital information from all sides of the negotiation table. Hear from our panel -- a VC, a venture-backed entrepreneur, and an attorney -- about the benefits and consequences of each provision, including liquidation preferences, conversion rights, protective covenants, and more. Find out what is common practice in today's market and where you need to give a little to get a little.

    In this seminar you'll learn:

    • A quick overview of common terms and what is accepted as standard in today's market
    • What terms you can and can't negotiate
    • How a VC formulates and views a term sheet
    • What your attorney can do for you during the negotiation

    Speaker Bios


    Jonathan Baer, Threshold Ventures.

    Jon Baer has been involved with technology based ventures for the past 25 years. He is currently an Entrepreneur-in-Residence at SRI based in Menlo Park where he is evaluating a number of technologies for potential spin off into venture backed companies.

    Jon was previously the founder and CEO of eBoomerang, Inc., a venture backed enterprise software company that provides software to help Fortune 1000 corporation, distributors and third party logistics providers manage product returns. The software enables companies to better manage the returns process, improve contract enforcement and provide better financial management. Companies which have implemented a return system can see payback measured in days and weeks.

    Jon was the founder of Threshold Ventures, an early stage venture group which has helped numerous companies develop viable business models and successfully raise financing. He was a General Partner at Oscco Ventures, a Sand Hill Road venture capital firm where he made investments in both the information technology and communications space. A number of the IPO’s from that fund include Peerless Systems, Hybrid Networks, Landec and Coinstar. His prior experience includes operational and staff roles at Gartner Group and Exxon Enterprises.


    George Hoyem, Managing Director

    George has more than 18 years of operations experience in high technology companies. Previously, he was a Partner with El Dorado Ventures in Silicon Valley, where he spearheaded several Internet-related investments including: FusionOne, The BarterTrust Corporation, and Ecast, Inc., which are all considered leaders in their market sectors. Prior to El Dorado, he was the general manager of the Internet Commerce Division at VeriFone, prior to its acquisition by Hewlett Packard for $1.3 billion. George is currently an advisor to the board of directors at LumiCyte and a director at ecIndustries, Atlantes, Kalepa and Lutris.


    David A. Makarechian, Partner, Brobeck, Phleger & Harrison LLP.

    David A. Makarechian is a partner in the Business & Technology Group in the Palo Alto Office of Brobeck, Phleger & Harrison LLP. Mr. Makarechian’s practice focuses on start-up and emerging growth technology companies. His company clients range from seed-financed, start-up companies at the formation and expansion stages to more established public companies. He also represents angel and venture capital investors, and issuers and underwriters in public offerings. His practice includes corporate and securities transactional matters, including venture capital financing, private and public securities offerings, mergers and acquisitions, Securities and Exchange Commission regulatory matters and general corporate counseling.

    Mr. Makarechian focuses on infrastructure and enterprise software, networking technologies, data and telecommunications software and equipment, and wireless technologies. His clients include Arcot Systems, Inc., a provider of security and authentication solutions, SANcastle Technologies, Inc., a provider of storage area network solutions and Danger, Inc., a communications device manufacturer. Mr. Makarechian also works with several leading venture capital firms. In addition to numerous venture capital and private equity transactions, Mr. Makarechian has worked on dozens of public offerings representing both issuers and underwriters. Mr. Makarechian also has significant experience representing acquirors and target companies in mergers and acquisition transactions, involving both private and public companies. He represented Kana Communications, Inc. in its $4.2 billion acquisition of Silknet Software, Inc., Zarak Systems Corporation in its $400 million sale to Spirent plc and Fogdog Sports in its sale to Global Sports. Previously, Mr. Makarechian served on the acquisition team for Cisco Systems, Inc., representing that company in several acquisitions. And more...

    Event Logistics



    8:30am-9:00am Registration/Networking/Continental breakfast

    9:00am-12:00am Seminar



    SDForum Center

    111 W. Saint John, Suite 200

    San Jose, CA 95113


    Cost (Continental Breakfast included)

    $30 SDForum Members

    $60 Non-Members

    Pre-registration unavailable. Please register at the door.