Venture Finance SIG: Term-sheet negotiation – Dos and Don’ts



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    Term-sheet negotiation – Dos and Don’ts

    Pitching to investors is half the battle but once you have succeeded in doing that, how do you make sure that you are preserving maximum value for yourself and the company as you structure the transaction.    The panel will include entrepreneurs, VCs and lawyers who have gone through a recent transaction and will represent different perspectives.   The discussion will cover the following:


    1.    Go through the terms of a Term Sheet and explain what they mean

    2.    Discuss the business rationale from both an entrepreneur and a VC perspective

    3.    Identify key terms to focus on and how best to negotiate on those terms

    4.  Discuss current trends of terms in the industry



        *Lawrence Coburn, Founder and CEO, RateItAll -
        *Mark Fumia,  Davis Wright Tremaine LLP -
        *Kerry Smith, DLA Piper  -
        *David Rolf, Vice President, VantagePoint Venture Partners -

     Moderator: Shai Goldman, SVB Capital


     6:30 p.m. - 7:00 p.m. Registration / Networking / Refreshments

     7:00p.m. - 8:30 p.m. Panel discussion (starts promptly at 7:00pm) 


    Lawrence Coburn is the founder and CEO of RateItAll, a consumer rating site for everything that recently raised its Series A round of funding.   Lawrence has been involved in social media startups since early 1999 as a founder, a consultant, and an advisor, and is a frequent public speaker on subjects ranging from marketing with widgets to search engine optimization (SEO) to social network theory.  Lawrence holds a BA from Georgetown University, and an MBA from the Goizueta Business School of Emory University.  In his spare time, Lawrence can be found playing basketball, writing about widgets and startups on, and hanging around San Francisco’s Mission District.

    Mark Fumia is a corporate lawyer with the law firm of Davis Wright Tremaine LLP in San Francisco. Mark has significant experience working as a lawyer in the venture capital and startup technology company field in Silicon Valley.  Mark's core area of focus is the securities and finance field, with a focus on helping emerging growth companies, venture funds, and software and hardware computer companies navigate issues concerning securities, capital structure planning, private placements, mergers and acquisitions, venture financing and licensing transactions. Mark is also an active participant in the UC Berkeley Entrepreneur's Forum at the Haas School of Business and is a frequent speaker on industry related topics. Mark holds a Bachelor's in Political Science, with high honors, from UC Berkeley and a JD from UC Hastings College of the Law. 

    Kerry Smith is a partner in the Corporate and Securities practice group, whose primary focus is in the general corporate representation of emerging growth corporations, public companies, venture capital firms, private equity funds and investment banks. He represents both domestic and international clients in early financing rounds, domestic and international IPO’s, public and private debt, convertible debt and equity, PIPES offerings, general corporate and securities transactions and corporate governance counseling, including under Sarbanes-Oxley, Nasdaq and NYSE rules and regulations, 1934 Act reporting and compliance, public and private mergers and acquisitions, corporate spinouts and spinins, and buyouts. Mr. Smith also advises boards of directors on corporate governance matters.   Mr. Smith serves as general counsel to many clients and their management and boards of directors, helping to shape and   execute their business, acquisitions and liquidity strategies, and advising them on day-to-day legal, corporate, regulatory   and other strategic issues.   Mr. Smith is also a Certified Public Accountant and practiced at Deloitte & Touche prior to law school.

    David Rolf joined VantagePoint in 2007 with significant operating experience.  As a member of the Digital Media Group, he focuses on investments in the mobile/wireless space as well as general Internet and consumer-facing products. Previously, David was Managing Director, North America for Gate5 AG, a Mobile GPS/Navigation and Local Search software company that was acquired by Nokia in 2006. He has experience selling to Consumer Electronics companies and in tailoring complex products for the mass consumer market. Before Gate5, David led Finance Operations at, lowering payments cost and reducing fraud during a period of hypergrowth. David has experience in software product management, marketing, and sales, and has worked on three continents, advising Fortune 500 companies on new product introduction and globalization.  David is a Kauffman Fellow, and a graduate of Princeton University (BA) and Stanford University (MBA).

    Event Logistics 


    DLA Piper LLP
    2000 University Ave.(University Circle)
    East Palo Alto, CA 94303
    Tel: 650.833.2000
    Note: These are the tall buildings on the corner of University Avenue and Woodland Avenue on the west side of Hwy. 101. They are in the University Circle complex.

    6:30 p.m. - 7:00 p.m. Registration / Networking / Refreshments
    7:00p.m.-8:30 p.m. Panel discussion and Pitch Session (starts promptly at 7:00pm)

    $20 SDForum members
    $30 Non-SDForum members

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