vima series in early stage fundraising...venture legal docs (i): designing a term sheet venture...

[Webinar]

VIMA Series in Early-Stage Fundraising

VIMA Series in Early-Stage Fundraising:

SAL.ORG.SG

Venture Legal Docs (I):

Designing a Term Sheet

24 July 2020

10.30am - 12.00pm

Module 1

Venture Legal Docs (II):

Designing a Convertible Agreement Regarding Care (CARE)

28 August 2020

10.30am - 12.00pm

Module 2

Six Key VC Investment Terms: Setting Market Terms in

Southeast Asia by Examining the US and China VC Markets

21 September 2020

10.30am - 12.00pm

Module 3

Venture Fundraising Processes (I):

How to Navigate Through Early-Stage Fundraising

23 October 2020

10.30am - 12.00pm

Module 4

Venture Fundraising Processes (II):

What Matters to a Startup and an Investor

6 November 2020

10.30am - 12.00pm

Module 5

Webinar

L I F T E D by

Legal Practitioner Specialisms

In-House Counsel Specialisms

Legal Support Others

Introduction

In this 5-part programme, participants will be provided with a deep-dive into a comprehensive range of topics

related to early-stage venture capital fundraising for start-ups, aspiring venture capitalists and legal advisers. The

curriculum has been curated to provide participants with sufficient knowledge required to undertake a fundraising

deal, and the expectations needed to ensure that every deal results in a win-win outcome for all parties.

Participants will be issued with a Certificate of Completion if they attend 5 modules in the series.

Click here to register for “VIMA Series in Early-Stage Fundraising” Bundle (all 5 modules) at SGD 428.00.

Participants may use SkillsFuture Credit to offset the course fees. More information can be found at

http://bit.do/vimabundlesfc. Participants who wish to claim SkillsFuture Credit should contact

[email protected] prior to registering for the programme.

https://www.sal.org.sg/Resources-Tools/Legal-Education/LIFTED/Tools

https://www.sal-e.org.sg/vima-series-bundle

http://bit.do/vimabundlesfc

mailto:[email protected]

Venture Legal Docs (I): Designing a Term Sheet

Venture Legal Docs (I): Designing a Term Sheet

Date: 24 July 2020 Time: 10.30am - 12.00pm 1.0 Public CPD Point

Registration SGD 96.30 (Inclusive of 7% GST)

SAL Members can utilise credit dollar (C$)

Register online at www.sal-e.org.sg

Register by 15 July 2020

Synopsis

The session aims to provide participants with insight into the key considerations when drafting and negotiating a term sheet for early-stage venture capital fundraising deals from the perspectives of both the investors and the founders of a start-up. With the term sheet being one of the first documents to be negotiated between the investors and the founders and serving as a roadmap to the investment, it is crucial that the parties are aware of the common mistakes and pitfalls in such negotiations so that the investment starts off on a right note.

Following from the presentation, our guest panellists, Jaewon Yoon, General Counsel at Jungle Ventures, and Daniel Song, General Counsel at Biofourmis, will join Kyle Lee in a panel discussion. With the panellists bringing the perspectives of a VC investor and a start-up to the table, participants should expect a lively sharing, insights and anecdotes on the potential sticking points and live issues when negotiating a term sheet.

This module will be jointly presented by Mr. Kyle Lee (Joint Head, Start-Up / Venture Capital practice group) and Ms. Jolynn Lim (Associate) of WongPartnership LLP.

Learning Objectives:

(a) Identifying the common mistakes and pitfalls in drafting and negotiating a term sheet for early-stage venture capital fundraising deals, using the VIMA term sheet as a starting point for interactive examples;

(b) Knowing which are the crucial provisions in the term sheet that the investors and the founders respectively should pay attention to; and

(c) Understanding the various ways to balance the competing commercial interests in such investments.


SILE Attendance Policy

Participants who wish to obtain CPD Points are reminded that they must comply strictly with the Attendance Policy set out in the CPD Guidelines. For this activity, this includes logging in at the start of the webinar and logging out at the conclusion of the webinar in the manner required by the organiser, and not being away from the entire activity for more than 15 minutes. Participants who do not comply with the Attendance Policy will not be able to obtain CPD Points for attending the activity. Please refer to http://www.sileCPDcentre.sg for more information.

Webinar

L I F T E D by




1 PUBLIC CPD POINT

Practice Area: Others/Multi-

Disciplinary

Training Level: General

10.00AM Participants to log in to Webinar

10.30AM Presentations

11.30AM Panel Discussion / Q & A

12.00PM End

Programme

https://www.sal-e.org.sg/venture-legal-docs-i-designing-a-term-sheet


http://www.sileCPDcentre.sg


Speakers

Mr Kyle Lee

Kyle LEE is the Joint Head of the WPGrow: Start-Up / Venture Capital Practice, a Partner in

the Corporate/Mergers & Acquisitions Practice, and a Partner in the FinTech Practice. His

main areas of practice encompass venture capital and start-up matters, local and

international mergers and acquisitions, fintech, and general corporate and commercial

transactions. Kyle participated as a member of the core working group for the development

of the Venture Capital Investment Model Agreements, an initiative spearheaded by the

Singapore Academy of Law and the Singapore Venture Capital and Private Equity

Association, to allow early stage financing deals to be consummated efficiently. Kyle

graduated on the Dean's List from the National University of Singapore and is admitted to

the Singapore Bar. Prior to his university studies, Kyle relocated from Malaysia to Singapore

after he was awarded the ASEAN Scholarship.

Ms Jolynn Lim

Jolynn Lim's areas of practice include mergers and acquisitions, venture capital and start-up

matters and general corporate and commercial transactions. She was a member of the core

working group for the development of the Venture Capital Investment Model Agreements

(VIMA), an initiative spearheaded by the Singapore Academy of Law and the Singapore

Venture Capital and Private Equity Association.

Panelists

Mr Jaewon Yoon

Jaewon Yoon currently serves as General Counsel of Jungle Ventures, a Singapore-based

venture capital firm. He has been active in Singapore's venture capital and tech start-up

space since moving to Singapore in 2015, after working at global law firms in New York,

Hong Kong and San Francisco.

Mr Daniel Song

Daniel Song is General Counsel of Biofourmis, a digital health company headquartered in

Boston Massachusetts. Prior to joining Biofourmis, Daniel spent 12 years in private practice

in leading firms in Australia and Singapore and is admitted to the Supreme Courts of

Singapore and Victoria, Australia. During his time in practice, Daniel acted for numerous start

-ups in the region across the full range of fundraising transactions encompassing debt and

equity, from seed funding to venture capital rounds and exits in the start-up space.

Venture Legal Docs (I): Designing a Term Sheet VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising

Venture Legal Docs (II): Designing a Convertible Agreement Regarding Care (CARE)









Register by 20 August 2020



11.30AM Panel Discussion/Q&A

12.00PM End

Programme

Webinar

L I F T E D by




1 PUBLIC CPD POINT


Disciplinary


Date: 28 August 2020 Time: 10.30am - 12.00pm 1.0 Public CPD Point

Synopsis

The Convertible Agreement for Equity (“CARE”) is a document that provides a simple and flexible way for a startup to raise funds from family and friends. It is a convertible instrument which allows an investor to make a cash investment in a company in exchange for receiving cash or shares in a Singapore incorporated private company upon the occurrence of certain events or “triggers”.

Our guest panellist, Melvin Yuan, a founder, will share on his experience in using the CARE document and touch on the clauses that founders should pay attention to in their fundraising transactions.

This module will be jointly presented by Ms. Satbir Walia (Partner) and Mr. Michael Ng (Associate) of Clifford Chance Pte Ltd.


(a) Understand when and why CARE may be used in early stage fundraising.

(b) Understand rights of a CARE holder and obligations of a company issuing a CARE.

(c) Understand how CARE differs from (i) shares in a company and (ii) a convertible note/promissory note in a company.



https://www.sal-e.org.sg/venture-legal-docs-ii-designing-a-convertible-agreement-regarding-care-care



Speakers

Ms Satbir Walia

Satbir Walia is a Partner in the M&A team in Clifford Chance, Singapore. She has worked on

a broad range of cross-border M&A transactions globally having worked in our Singapore,

Hong Kong and New York offices. Satbir joined Clifford Chance in 2008 and has since

advised a wide range of clients on strategic mergers and acquisitions and joint ventures in

the financial institutions, technology, private equity and consumer goods sectors. She has a

particular focus on financial institution groups and tech sector. Satbir received her BA (with

distinctions) in Economics and Finance in 2003 from Wilfrid Laurier University and her LLB

in 2006 from Osgoode Hall Law School in Ontario, Canada.

Mr Michael Ng

Michael Ng is an Associate in the M&A team in Clifford Chance, Singapore. He has worked in

our London and Singapore offices and specialises in advising on infrastructure and private

equity transactions as well as strategic mergers and acquisitions and joint ventures in a range

of sectors.

Panelist

Mr Melvin Yuan

Founder & CEO of Starboard — a software platform that enables Corporate Service

Providers to form and manage client entities, and to automate their corporate practice.

Formerly CEO & Co-founder of bespoke art marketplace — The Commissioned; Co-founder,

YFind Technologies (Acquired by Ruckus Wireless, Inc. in 2013); Vice President, Digital

Strategies Group, Waggener Edstrom.


VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising

VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising Six Key VC Investment Terms: Setting Market Terms in Southeast Asia by Examining the US and China VC Markets VIMA Series in Early-Stage Fundraising

Six Key VC Investment Terms: Setting Market Terms in Southeast Asia by Examining the US and China VC Markets

Date: 21 September 2020 Time: 10.30am - 12.00pm 1.0 Public CPD Point

Synopsis

Singapore has in recent years become a flourishing hub for the start-up and venture capital ecosystem. Investors and founders in this region bring with them diverse geographic, risk tolerance, and deal-making backgrounds, and therefore there is often significant variation in expectations, as compared to Silicon Valley and China. As the eco-system is maturing and sustaining more growth stage investments, it is essential for entrepreneurs and investors to structure venture capital investment terms that properly align investors and companies, taking into account each side’s operating needs and financial objectives. This module is designed to provide you with a deep dive into seven essential terms that are often negotiated in VC financings:

1. Founder Liability

2. Reserved Matters / Protective Provisions

3. Pre-emptive rights over new issuances

4. Lock-Ups /Rights of First Refusal/Tag-Along Rights

5. Liquidation Preferences

6. Redemption

This module will be jointly presented by Mr. Thomas Chou (Partner) and Mr Champ Charenthamanont (Associate) of Morrison & Foerster LLP.


(a) Learn the background of these key terms, including how they evolved in the US (based on the model legal documents adopted by the United States National Venture Capital Association (“NVCA)”) and in China.

(b) Use such historical perspectives to make informed arguments and agreements on the appropriate terms for Southeast Asian start-ups in the present day.

(c) Customize the VIMA model documents to better reflect the agreed-upon terms (ideally with the support of experienced counsel) into properly functioning contractual provisions.




Webinar

L I F T E D by




1 PUBLIC CPD POINT


Disciplinary





Register by 14 September 2020




https://www.sal-e.org.sg/six-key-vc-investment-terms-setting-market-terms-in-southeast-asia-by-examining-the-us-and-china-vc-markets


Speakers

Mr Thomas Chou

Thomas Chou is a partner of Morrison & Foerster’s Hong Kong office and co-head of the firm’s Asia private

equity practice. Thomas’ corporate practice spans over two decades of experience in the U.S. and Asia Pacific

region, focusing on cross–border mergers and acquisitions (inbound and outbound), joint ventures as well as

private equity and venture capital financings. His clients include industry leading growth companies, as well the

investors who fund them (private equity and venture capital funds, family offices, corporate/strategic investment

arms of MNCs, insurance companies, and sovereign wealth funds). His practice is focused on the technology,

media and telecom, healthcare and life sciences, and consumer and retail industries.



11.30AM Q & A

12.00PM End

Programme

VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising Six Key VC Investment Terms: Setting Market Terms in Southeast Asia by Examining the US and China VC Markets VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising

Mr Champ Charenthamanont

Champ Charernthamanont is an associate in Morrison & Foerster LLP’s Singapore office. Champ helps various

regional funds on their investments and acquisitions. He is also experienced in working on general corporate

advisory and regulatory matters.


Synopsis

The process of raising funds for your early stage company could be simpler (or harder) than you might have been told. What we would like to share is our view on how to properly prepare your company for your first institutional fundraise, as well as what early stage investors tend to look for in a company. We will also cover some basics of legal terminology, as well as the points which should matter to early stage companies as well as investors.

This module will be presented by Mr Kelvin Goh (General Counsel and Executive Director) from Openspace Ventures.


(a) Understand some of the key themes investors focus on when evaluating your business.

(b) Help you identify the key preparatory steps you can put in place from early days to ensure a painless fundraising (or as painless as can be).

(c) How to manage investor interest and generate a fair but competitive process.

VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising Venture Fundraising Processes (I): How to Navigate Through Early-Stage Fundraising


Venture Fundraising Processes (I): How to Navigate Through Early-Stage Fundraising

Date: 23 October 2020 Time: 10.30am - 12.00pm 1.0 Public CPD Point






11.30AM Q & A

12.00PM End

Programme

Webinar

L I F T E D by




1 PUBLIC CPD POINT


Disciplinary





Register by 14 October 2020




https://www.sal-e.org.sg/webinar-venture-fundraising-processes-i-how-to-navigate-through-early-stage-fundraising


Speaker

Mr Kelvin Goh

Kelvin Goh is the Executive Director and General Counsel at Openspace Ventures. He has

worked in private equity and venture capital, both as an external legal advisor and an in-

house lawyer, since 2008. Prior to assuming his current role at Openspace, he was a M&A

lawyer at an international law firm, working in its London, Tokyo, Dubai, Hong Kong and

Singapore offices. He is qualified in England & Wales and Singapore, and obtained his

bachelor’s and master’s degrees in law from the London School of Economics.

VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising Venture Fundraising Processes (I): How to Navigate Through Early-Stage Fundraising

VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising


Synopsis

The process of raising funds for your early stage company could be simpler (or harder) than you might have been told. What we would like to share is our view on how to properly prepare your company for your first institutional fundraise, as well as what early stage investors tend to look for in a company. We will also cover some basics of legal terminology, as well as the points which should matter to early stage companies as well as investors. This module will be presented by Mr Kelvin Goh (General Counsel and Executive Director) from Openspace Ventures.


(a) Understand the key terms that should matter to you and why they are important

(b) Understand the key terms which typically matter to an investor and why investors ask for these

(c) Develop negotiation techniques which focus on themes which have real-world application to deliver a smooth start to a working relationship.

VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising Venture Fundraising Processes (II): What Matters to a Startup and an Investor


Venture Fundraising Processes (II): What Matters to a Startup and an Investor






11.30AM Q & A

12.00PM End

Programme

Webinar

L I F T E D by




1 PUBLIC CPD POINT


Disciplinary





Register by 28 October 2020

Date: 6 November 2020 Time: 10.30am - 12.00pm 1.0 Public CPD Point




https://www.sal-e.org.sg/venture-fundraising-processes-ii-what-matters-to-a-startup-and-an-investor

VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising VIMA Series in Early-Stage Fundraising Venture Fundraising Processes (II): What Matters to a Startup and an Investor


Speaker

Mr Kelvin Goh

Kelvin Goh is the Executive Director and General Counsel at Openspace Ventures. He has

worked in private equity and venture capital, both as an external legal advisor and an in-

house lawyer, since 2008. Prior to assuming his current role at Openspace, he was a M&A

lawyer at an international law firm, working in its London, Tokyo, Dubai, Hong Kong and

Singapore offices. He is qualified in England & Wales and Singapore, and obtained his

bachelor’s and master’s degrees in law from the London School of Economics.


vima series in early stage fundraising...venture legal docs (i): designing a term sheet venture...

Documents