Later-Round Venture Financings in a Troubled Economy “Finding Fairness When There’s Not Enough to Go Around” Seminar


Morrison & Foerster LLP                
755 Page Mill Road
Palo Alto, CA
(650) 813-5746

Hear from an experienced panel that includes top-tier VCs, M&A and corporate development principals of the Valley’s most active strategic investors and buyers, an entrepreneur with a view “from the Trenches,” and lawyers who play on all sides of these transactions. 


  • Venture Capital Recapitalization Financings
    • Common recapitalization mechanics
      • "Valuation Resets"
      • "Preference Resets"
      • "Pay-to-Play Recaps"
        • "Auto-convert to common"
        • "Auto-convert into shadow preferred"
        • "Complete Redesignation"
        • "Pull-ups" and "Pull-Throughs"
        • "Complete Redesignation"
        • Applying existing pay-to-play mechanisms
        • Imposing new pay-to-play mechanisms
    • Refreshing option pools – "top up" options
    • Spreadsheet modeling
    • Conflicts of interest
    • "Fairness" dilemmas
    • Litigation risks to directors and investors
  • Venture Capital Down-Round Financings
    • Conflicts of interest – business and legal
    • Antidilution adjustments
    • "Death Spirals" and the Golden Rule
    • Refreshing option pools – vesting and 409A issues
    • Spreadsheet modeling
    • Conflicts of interest
    • Balancing ethical trade-offs
    • Litigation risks post down-round
  • Convertible Note Financings
    • Valuation issues
    • Collateral security and subordination
    • Capital structure clean-up
    • Conversion discounts, warrant coverage, and M&A repayment premiums
    • Conflicts of interest
  • M&A Exits with Unsatisfied Liquidation Preferences
    • Stockholder approvals
    • Conflicts among constituencies
    • Reductions in liquidation preferences
    • Management "carve-ins" – cash-based or stock-based
    • "Diversion" of exit proceeds
  • Worrying About Founders, Employees, Customers and Vendors


James Balassone, Executive in Residence, Markkula Center for Applied Ethics
Michael Burnett, Corporate Development, Yahoo!
Timothy Harris, Partner, Morrison & Foerster LLP
Kevin Melia, Controller, Storm Ventures
Ronald Weissman, Venture Partner, Apax Partners
Keith Roberts, Executive Vice President, Chief Financial Officer,
and Chief Staff Officer, CenterBeam, Inc.


Venture Capitalists – Early and Later Rounds
Inside Counsel of Venture Capital Firms
Chief Executive Officers and Chief Financial Officers of Venture-Backed Companies
Members of Boards of Directors of Venture-Backed Companies
Business Development Executives of Strategic Buyers and Strategic Investors


Registration & Lunch: 11:30 a.m.
Program:  Noon – 2:00 p.m.
Lunch will be served.

This invitation is transferable and open to colleagues and guests.

Morrison & Foerster LLP (Provider #2183) certifies that this activity has been approved for MCLE credit by the State Bar of California in the amount of 1.5 hours, of which 0.5 hours will be eligible for “Ethics” credit.




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