The Legal Guide to Start-Up Venture Capital 2023

9:00 a.m. to 9:10 a.m. Course Introduction
Konata Lake, Torys LLP

9:10 a.m. to 10:10 a.m. Positioning for VC Financing
Kyle Lavender, LaBarge Weinstein LLP

The opening session will delve into the nuts and bolts of getting a venture capital arrangement started, providing a crucial overview of vital considerations including:

• Key issues in company formation
• Founders’ stock arrangements
• Employee equity and vesting

10:10 to 10:25 a.m. Break

10:25 a.m. to 11:25 a.m. The Diligence Process and Early Stage Investing
Tyler Cassack, Torys LLP
Julia Johnson, Senior Legal Counsel, Ada
Mohammed Muraj, Torys LLP

Taking a comprehensive look at the early stages of venture capital arrangements, we will discuss

• Diligence (including IP)
• Angel and seed financing rounds
• Convertible notes and SAFEs

11:25 a.m. to 12:00 p.m. Key Aspects of Priced Rounds, Part 1: The Documents
Konata Lake, Torys LLP

Priced rounds are equity investments where the investors are issued stock at an agreed upon share price. The next three sessions will take a deep dive into the documentation required, as well as the essential considerations and elements, starting with a thorough overview:

• Priced Rounds – Introduction (30 minutes)
  • Principal documents
  • Ancillary documents
  • Closing process

12:00 p.m. to 1:00 p.m. Lunch

1:00 p.m. to 2:00 p.m. Key Aspects of Priced Rounds, Part 2: Governance Rights
Jessica He, Fenwick & West LLP
James Smith, Upside Venture Law

Picking up from the previous session, we will look at the factors relevant to corporate governance when it comes to addressing priced rounds and what needs to be included or negotiated, including:

• Board composition
• Veto rights
• Information rights
• Voting thresholds

2:00 p.m. to 2:15 p.m. Break

2:15 p.m. to 3:15 p.m. Key Aspects of Priced Rounds, Part 3: Economic Rights
Julien Bourgeois, Dentons
Mike Hollinger, Dentons

Completing our survey of Priced Rounds and the various elements and issues you need to know, this session will focus on the key economic rights involved in priced rounds, analyzing:

• Priced Rounds – Key Economic Rights
  • Liquidation preference
  • Conversion right
  • Anti-dilution protection

3:15 p.m. to 3:30 p.m. Break

3:30 p.m. to 4:30 p.m. Employment Essentials and Resulting Tax Implications for Start-Ups
Ellie Kang, Torys LLP (New York)
Kelly Kwan, General Counsel, Clutch
Tom Stevenson, Torys LLP

The program concludes with coverage of issues that venture capital structures and start-up companies must normally address in the course of hiring and paying employees. We will examine different approaches to compensation and employee stock ownership, as well as key taxation elements. With the key role played by U.S. markets in venture capital, we will also look at how and where U.S. tax laws may affect startups.

• Employment basics for startups
  • ESOP
  • Taxation from the employee’s perspective (options, restricted shares etc.)
  • U.S. issues in taxation that often impact startups and VC structures:
    • 409A valuation
    • 83(b) elections