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Eric A Koester

Eric Koester’s Legal Guides

23 total

  • Selling Your Business: Top 8 Areas To Address BEFORE Trying to Sell the Business

    Corporate Matters Are the company’s organizational documents (articles/certificate of incorporation and bylaws) up to date and reflective of the current organizational structure? Are the number and

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  • Mergers & Acquisition: Getting your "House" in order before pursuing a transaction

    Preparing for a major transaction such as a sale of your company is like preparing to sell a house: youll attract more buyers and obtain a better return if you engage in some house cleaning and maintenance prior to the transaction. In particular, companies that have been engaged ...

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  • "Rules of Thumb" for Corporate Entity Selection

    SUMMARY: How the 'Rules of Thumb' Work? First off, entity selection is an important process for any new business -- so spend the time to talk to an attorney and/or an accountant. Spending that time

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  • Venture Capital Term Sheet: Founder and Employee Stock Restrictions

    What are the restrictions placed on founder's stock? Many sophisticated venture investors will ask that the shares held by founders and employees be subject to forfeiture upon departing the company,

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  • Venture Capital Term Sheet: Financing Expenses

    What are Financing Expenses and who pays them? Typically with venture capital investments, the Company will pay the legal expenses of the attorney for the investors; generally the investors will sele

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  • Venture Capital Term Sheet: Pay-to-Play Anti-Dilution

    Recap: What are Anti-Dilution Provisions? Dilution prevention provisions are designed to protect the investor from dilution that may occur in subsequent financings where stock is sold at a price lowe

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  • Venture Capital Term Sheet: Anti-Dilution

    What are Anti-Dilution Provisions? Dilution prevention provisions are designed to protect the investor from dilution that may occur in subsequent financings where stock is sold at a price lower than

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  • Venture Capital Term Sheet: Conversion Rights

    What are Conversion Rights? Preferred stock will generally have a voluntary conversion right — permitting any holder of preferred stock to convert their preferred shares into common shares at any tim

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  • Venture Capital Term Sheet: Preemptive Rights

    What are Preemptive Rights? In addition to the provisions discussed previously to limit dilution, investors will often request preemptive rights or a right of first refusal as a tool to allow the inv

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  • Venture Capital Term Sheet: Board Representation

    What is Board Representation? Venture capitalists will almost always have at least some representation on the company's board of directors, usually the lead investor or investors of the round will re

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