How to use venture capital “check the box” forms

August 12, 2009 · 0 comments

Writing about Ted Wang’s “simple series A” reminded me of this idea I came up with years ago.

One alternative to drafting that I’ve always liked: “check the box” forms.” During any moderately stable period in Silicon Valley, certain terms become “market,” meaning that there’s little real dispute about them in substance and only some modest dispute about seemingly meaningless particulars (such as how many demand registrations an investor gets — as Ted notes, how often is that number, 1 or 2 or 3, actually operative? How often is the number even relevant for discussions, negotiations, or planning?). A similar drafting approach is used in traditional corporate finance documents, where definitions are used to maintain standard document formats with the deal particulars implemented via the definitions, e.g., Interest Rate shall mean seven percent (7%) per annum.

Using reasonable standard language would allow any law firm to essentially take minor issues off the table, or at least put them in proper perspective, and push the negotiations and diligence process to the most economically important items: capitalization, IP, voting rights, and liquidation rights. This reductionist approach helps parties move past the distracting issues and focuses them on the critical facts to identify in the due diligence process: the dealbreakers, the price-changers, and the term-changers. (Everything else is effectively ignored at this stage if it doesn’t have one of those three effects.)

I’ll look for the forms and post whatever I come up with.

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