Orrick Library Seminar: Anatomy of a Term Sheet

Session 2 * all sessions are identical

Seminar | November.13.2019 | 12:30pm - 2:00pm (Hong Kong Time)

Orrick Hong Kong

A key milestone in the lifecycle of many successful companies is obtaining financing from angel or venture capital investors, but in negotiating with experienced investors entrepreneurs are usually at a distinct disadvantage because they are unfamiliar with standard terms. While we strongly suggest entrepreneurs consult their lawyers rather than negotiate a term sheet mano-a-mano, we know this often doesn’t happen. Our goal in this seminar is to give participants the ability to better evaluate these documents themselves by introducing them to the standard terms in an early-stage equity financing. Please join Orrick’s Scott Peterman and William Ho as they explain how entrepreneurs and investors go through the courtship and mating process, shedding a little light on important aspects and dispelling some myths along the way.

Highlights of the course include:

  • Nature of a Term Sheet and Summary of Offering Terms
    • Tranched Closings; Pre-money Valuation; the "Option Pool Shuffle"
  • Dividends
  • Liquidation Preference
  • Voting Rights and Protective Provisions
  • Conversion and Anti-dilution
    • “Dilution” in Deal-making
    • Full Ratchet Anti-dilution Protection—Fasten Your Seatbelt!
    • Weighted Average Anti-dilution Protection—Get Out Your Calculator
  • Pay-to-Play
  • Redemption Rights
  • Stock Purchase Agreement
  • Registration Rights
  • Management Rights and Investor Director Approval
  • Right to Participate Pro Rata In Future Rounds (a/k/a Preemptive Rights)
  • Miscellaneous Investor Protective Provisions
  • Right of First Refusal, Right of Co-Sale and Lock-up
  • Election of the Board of Directors
  • Drag Along
  • Vesting of Founders’ Stock
  • No Shop and Confidentiality
  • Key Takeaways

CPT/CLE Credit

1 CPT/CLE credit is being accredited for this seminar. No CPD point will be accredited.

Seats are available on a first-come, first-served basis. Walk-ins will NOT be accepted on the day of the seminar.

For questions about the seminar, please contact Becky Wong at +852 2218 9242 or [email protected].

CLE Credits Available: Y

356102

Practice:

  • M&A and Private Equity
  • Funds
  • Fintech
  • Real Estate
  • Technology Companies Group
  • Derivatives
  • China
  • Japan

Scott Peterman Partner M&A and Private Equity, Funds

Hong Kong

Scott Peterman, a partner in Orrick’s Hong Kong office, is a member of the M&A and Private Equity Group.

Scott focuses on representing private fund sponsors and investors in the formation of alternative investment vehicles, including pan-Asian private equity funds, venture capital funds, infrastructure and real estate funds, private REITs, hedge funds, hybrid funds, emerging manager platform funds, Hong Kong authorized funds, and emerging market ETFs. In addition, he has advised on more than 150 account arrangements, representing sovereign wealth funds, universities, seeding and first-loss capital programs, family offices and individual investors.

Scott has extensive experience representing both Chinese state-owned enterprises and private companies in a broad range of M&A transactions, leveraged buyouts, venture capital financings, as well as relevant regulatory and compliance matters. He also counsels FinTech start-ups, develops compensation and profit-sharing schemes, and assists entrepreneurs in managing their wealth. 

Scott offers clients a unique perspective with in-depth knowledge in the technology and telecommunications industries, having served for 13 years as a Silicon Valley senior executive prior to practicing law, including as Apple’s first country manager for China and Korea, director of Asia Pacific for Alcatel Data Networks and director of North American Corporate Development for Cable & Wireless.

Scott has been consistently recognized by various prestigious legal publications such as Chambers Asia, Asia-Pacific Legal 500, IFLR1000 and Who’s Who Legal. He gains high praise from clients for his “incredible base of knowledge”, “commercial acumen” and “awareness of what the client wants.” He is known as “a very experienced practitioner” with “unparalleled” expertise in “complex economic structures”“Scott’s ability to understand what we wanted to accomplish and tailor-make our documents to our needs rather than giving us a ‘pre-hashed, cut-and-paste’ set of documents made him an unequivocal favourite,” a client noted. As an IFLR-designated "market leader," Scott has been characterized as one of the "true leaders of their field," with "a track record of high profile innovative deals" and "recognised as the standout performers in their country or practice area."

Scott’s personal research reflects his continuing interest in early Chinese Zen Buddhism. He is the translator of the Tang Dynasty classic, “Treatise on the Essential Path for Entering the Way through Sudden Enlightenment” and the Song Dynasty “Record of Dazhu’s Responses to Questions of Disciples from All Over.”

Prior to joining Orrick, Scott worked at Jones Day and Sidley Austin in Hong Kong, and practiced in the United States, United Kingdom, and Japan for many years.

375919

Practice:

  • M&A and Private Equity
  • Technology Companies Group
  • Corporate
  • China

William Ho Of Counsel M&A and Private Equity, Technology Companies Group

Hong Kong

William Ho, an of counsel in Orrick’s Hong Kong office, is a member of the M&A and Private Equity Group. He has extensive experience in the areas of cross-border mergers and acquisitions, private equity, venture capital, privatizations, and strategic investments.

Will regularly represents major private equity funds in their investments across Asia, with a strong focus in the tech space. Over the years, he has been actively involved in the start-up scene in Greater China and Southeast Asia, and has built a reputation for advising early-stage start-ups on their capital raisings, financings and general corporate matters.

Will’s practice also includes advising a number of Hong Kong-listed issuers and investment banks on a wide range of capital markets and M&A transactions, including privatizations, security offerings (primary and secondary), as well as private investments into public equity (PIPE) transactions.

Prior to joining Orrick, Will began his career at Slaughter and May before moving to Paul, Weiss, Rifkind, Wharton & Garrison.

In addition to being admitted as a solicitor in Hong Kong, Will is also admitted as a solicitor in New South Wales, Australia (currently non-practicing).

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