Open Source Series AA Equity Financing Documents From Combinator & WSGR
Hat tip to YC and WSGR for putting these out there. Not that these docs are a substitute for a good lawyer, working for you, paid by you, representing you, but they let startups and founders without previous venture finance experience (BuzzPal’s founder has experience) get a preview of the types of docs and language they might expect to see if/when they raise this type of capital.
- See this YC page to read about and download the YC docs one-by-one.
- Or click here to download all six docs in one zip file I made.
Another great source of more advanced documents is…
…the National Venture Capital Association Model Documents Page.
A great legal/startup blog is startupcompanylawyer.com, which is Yoichiro (”Yokum”) Taku’s blog. Yokum is an attorney with Wilson Sonsini Goodrich & Rosati (WSGR), the firm that drafted these docs.
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August 22, 2008 at 10:12 am
Link to an analysis of the YC docs by Sachin Agarwal: http://www.sachinagarwal.com/2008/08/an-analysis-of.html
August 22, 2008 at 10:20 am
And here are two more links of interest, both from Dr. J. Basil Peters great blog, angelblog.net:
1) Exchangeable Shares for Angel Investors: http://www.angelblog.net/Exchangeable_Shares.html
2) The ‘One Page’ Term Sheet for Angel Investors: http://www.angelblog.net/The_One_Page_Term_Sheet.html
August 22, 2008 at 7:27 pm
Thanks for the mention. I’ll probably put up a post on how the Y Combinator docs differ from typical venture financing docs at some point in the near future.
August 22, 2008 at 9:37 pm
@yokum: NP, and thanks back at ya for dropping by to comment
And a big thanks for being such a great part of the community. People like you really make a difference. And I know it’s good for you too, of course (and WSGR). Just proves that you get what you give and that an abundance and giving philosophy is so much more satisfying than a scarcity and hording philosophy. Thanks again. Keep up the great work. BTW, I’d be interested to hear your take on the Basil Peters links I posted above (exchangeable shares). Perhaps an idea for a future blog post of yours? Cheers!
August 26, 2008 at 8:42 am
The post on the YC docs is up at http://www.startupcompanylawyer.com/2008/08/23/how-do-the-sample-y-combinator-series-aa-financing-documents-differ-from-typical-series-a-financing-documents-or-whats-the-difference-between-seed-and-venture-financing-terms/
Without pondering too hard, I don’t think the exchangeable share concept would really be in the best interests of a company from a founder’s perspective (compared to convertible debt or simple Series A) as a valuation is set at a low price in the exchangeable share idea and those shares are “upgraded” for more valuable VC round shares with a higher liquidation preference. Thus, this is a bad deal for the company/founders. In addition, I suspect that there are likely some tax and other issues that would require a substantial amount of thought, in the same way that Series FF stock (essentially an exchangeable security) is not particularly recommended by my tax and employee benefits colleagues.
August 26, 2008 at 6:49 pm
@yokum: Thanks for update on the YC docs and also for the comments on the exchangeable share concept. Best, Chris