REGISTRATION (In-person)
ANATOMY OF A TERM SHEET
- Integrated View: Trade- off Between Terms
- Binding & Non-Binding Terms
- Confidentiality & Non-Disclosure Agreement
- Negotiating the NDA
THE ENVIRONMENT OF NEGOTIATION
- How many term sheets
- Building Trust: Whose Interest?, Whose Advice?
- Structure of Term Sheets: Categories of Clauses
COFFEE BREAK
DEAL PROTECTION TERMS
- At Entry: Exclusivity
- Exclusivity Period
- At Exit: Right of First Refusal
- Case Study: Cerberus Capital Acquires a Japanese Bank
FOUNDER SHARES & EMPLOYEE STOCK OPTIONS
- Founder Lock-In
- How many Stock Options & Vesting Eligibility
NETWORKING LUNCH
EXITS – PART I
- Put Option; Buybacks
- Negotiate a Put Option Clause
- Case Study: GIC investment in Square
EXITS – PART II
- Right- of- First- Refusal: A game-theoretic option
- Tag Along, Co-sale & Drag Along Clauses
COFFEE BREAK
LIQUIDATION PREFERENCE
- Tricks & Traps of Liquidation Preference
- Analyzing Liquidation Preference
- Cost of Liquidation Preference
REGISTRATION (Virtual)
COMMON TERMS/PRACTICES IN SE ASIA PE/VC DEALS
- Use of Singapore Holdco & VIMA Highlights
- Comparison of Terms/Practices across Southeast Asia
- Example of Use Cases/Illustrations
COFFEE BREAK
CHOICE OF INSTRUMENT
- Straight Equity, Voting Rights
- Convertible Preferred
- Convertible Bonds/Mezzanine Instruments
- Convertible Notes
VALUATION OF START-UPS
- The VC Method
- The Valuation Clause
ANTI-DILUTION
- Types of Anti-Dilution
- Types of Ratchets
- Negotiating Ratchets
REGISTRATION (In-Person)
MANAGEMENT & CONTROL RIGHTS
- Shareholder Approvals Board Approvals
- Negotiating Management Control Rights
- Case Study: Alibaba, Uber, FB
COFFEE BREAK
KEY CONSIDERATIONS
PRIVATE CREDIT STRATEGIES
- Straight Debt, Subordinated Debt
- Convertible Debt, Revenue-Linked
- Term Sheets: Straight Debt
- Term Sheets: Mezzanine Capital & Equity Warrants
- Term Sheets: Venture Debt
NETWORKING LUNCH
NEGOTIATION GAME: PART I
NEGOTIATION GAME – PART II
COFFEE BREAK
NEGOTIATION GAME – PART III
SUMMARY + Q&A SESSION
