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



  • 并购与私募股权
  • Technology Companies Group
  • 公司
  • 中国业务

何志渊 (William Ho) 顾问律师 并购与私募股权, Technology Companies Group