Structuring Venture Capital Financings: From Pre-Seed Deals to Preferred Stock Rounds Using Amended NVCA Model Agreements
Term Sheets; Amended NVCA Model Forms and Industry-Specific Considerations; Different Investor Profiles
About the Course
Introduction
This CLE course will provide a comprehensive overview of structuring, negotiating, and documenting venture capital investments across all stages—from early-stage financings such as simple agreements for future equity (SAFEs), convertible notes, and seed rounds, through priced equity financings using the latest Amended National Venture Capital Association (NVCA) Model Agreements. The panel will discuss how to draft and negotiate venture capital term sheets and will analyze key provisions commonly negotiated in the latest Amended NVCA Model Agreements and how they reflect current market practice. The program will also address cutting-edge issues faced by companies and investors in specific industries, as well as unique considerations raised in navigating investments from corporate venture capital and strategic, sovereign wealth fund, foreign, and impact investors.
Description
Venture capital financing remains active across all stages, with evolving deal structures and shifting market terms. Participants in venture financings must understand the full lifecycle of a high-growth startup—from early-stage instruments like SAFEs and convertible notes to later-stage priced equity rounds—and how investor profiles influence deal terms.
Early-stage financings often involve simplified structures such as SAFEs or convertible notes, while seed and later-stage financings typically involve priced preferred equity rounds. Each structure presents distinct legal, economic, and tax considerations. This program will provide an overview of these structures and present the key terms of SAFEs and convertible notes.
A critical component of any financing is the term sheet, which sets the framework for the transaction and drives negotiation of definitive agreements. This course will provide guidance on how to prepare a term sheet and negotiate the key components of a venture capital preferred stock financing term sheet.
The course will explore how to document a venture capital preferred stock financing and how key provisions in the most recent Amended NVCA Model Agreements are negotiated in practice, including governance, economic rights, investor protections, and exit-related provisions.
The panel will also discuss how these investments vary by industry and will also cover how special types of investors—such as corporate venture capital and strategic, sovereign wealth fund, foreign, and impact investors—introduce unique considerations that may impact term sheets, definitive agreements, and deal-closing timelines.
Listen as our experienced panel discusses the issues relating to the structuring and documentation of venture capital transactions.
Presented By
As leader of the firmwide emerging companies and venture capital (ECVC) practice, Mr. Bodle counsels emerging companies and other innovative high-growth companies at every stage of their business lifecycle—including in mergers and acquisitions (M&A); angel, venture capital, and growth equity financings; IPOs; securities offerings and compliance; corporate partnering; joint ventures; formation advice; and other strategic and outside general counsel matters. He also represents seed, venture capital, growth equity, private equity, institutional, and corporate venture capital (CVC) investors in financing, M&A, and portfolio company transactions. Mr. Bodle focuses primarily in the healthcare, life sciences, retail/e-commerce/consumer products, technology, and venture capital and private equity industries.
Mr. Chapman focuses his practice on securities law, venture capital, mergers and acquisitions, and international business transactions. He counsels publicly traded and privately held clients on public offerings, private placements, debt financings, venture capital transactions, mergers and acquisitions, and related transactions. Mr. Chapman also represents venture capital firms, angels, and private equity groups in their investments. With 30 years of experience in corporate and securities law, he has represented clients in over 300 mergers, acquisitions, and financing transactions. Mr. Chapman has counseled clients ranging from media to pharmaceutical companies on numerous China-United States transactions. His international transactions work includes assisting Chinese companies in both investing and raising capital in the United States. Mr. Chapman also assists U.S. firms in investing and operating in China and has been involved in negotiating resolutions to some of the most high-profile disputes involving US companies operating in China.
Mr. Mueller represents private companies, venture capital firms, sovereign wealth funds, and entrepreneurs across various industries in all stages of the business lifecycle. He advises clients on a wide variety of corporate matters, including mergers and acquisitions (M&A), venture capital financings, impact and charitable investing, private equity transactions, and corporate governance. With over a decade of experience, Mr. Mueller has closed hundreds of venture capital and M&A transactions with the aggregate deal value of such transactions in the billions. His practice includes a strong focus in the technology, life sciences, and automotive industries, as well as impact investments in the areas of education, poverty alleviation, and environmental conservation, among others.
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
-
Date + Time
- event
Tuesday, June 30, 2026
- schedule
1:00 PM ET./10:00 AM PT
I. Venture capital deal structures across stages
A. Convertible note financings
B. Simple agreements for future equity (SAFEs)
C. Seed equity financings
D. Comparative advantages, disadvantages, and tax considerations
II. Drafting and negotiating venture capital term sheets
A. Core economic terms (valuation, discounts, caps, liquidation preference)
B. Governance and control terms (board composition, voting rights)
C. Investor protections (protective provisions, pro rata rights)
D. Founder considerations (vesting, control, dilution)
E. Translating term sheet provisions into definitive agreements
III. Documenting the venture capital transaction, including analysis of key Amended NVCA Model Agreement provisions and market practice
A. Certificate of incorporation (charter): liquidation preference, anti-dilution, dividends
B. Stock purchase agreement (SPA): reps and warranties, closing conditions
C. Investors' rights agreement (IRA): information rights, registration rights, pro rata rights, other investor rights
D. Voting agreement (VA): board composition and voting arrangements, including drag-along provisions
E. Right of first refusal and co-sale agreement (ROFR): transfer restrictions and liquidity
F. Management rights letter (MRL) and side letters
G. Director indemnification and governance considerations
IV. Special industry and investor situations
A. Industry variations: regulatory and industry-specific representations and capital syndication strategies—evolving antitrust and regulatory scrutiny of investments
B. Corporate venture capital and strategic investors: commercial relationships, IP rights, conflicts, alignment with parent company objectives
C. Sovereign wealth funds: regulatory scrutiny, governance sensitivities
D. Foreign investors: CFIUS, antitrust, international trade and international national security considerations, data security, and regulatory compliance trends
E. Impact investors: ESG goals, tax-exempt requirements, mission alignment, and return expectations
The panel will review these and other challenging issues:
- How do deal terms differ in early versus late-stage venture capital investments?
- What are the advantages and disadvantages of convertible notes, SAFEs, and priced equity?
- What are best practices for drafting and negotiating venture capital term sheets to best align founder and investor interests?
- How are key NVCA provisions negotiated in today's market environment?
- What "optional" NVCA clauses are essential in which situations?
- How do different industry norms and investor types affect deal terms and dynamics and regulatory and structural considerations?
Related Courses
Recommended Resources
