Show me the money!
Capital Term Sheets and Valuation
Thursday, March 22, 2007
5:30 – 7:30 p.m. (reception to follow)
Brown University
Chancellor’s Dining Room
Registration for this event has closed.
Click here for map and directions (PDF)
Cost: Members: $15; Non-Members: $25; students and sponsors free of charge
This event will explore the following key issues for growing companies:
- Term Sheets & Negotiation
What do certain terms really mean and what implications will they have for the future of a company and its founders? What aspects of the term sheet can be negotiated?
- Stock option issuance under Section 409A
Gain an understanding of how to institute stock option compensation as a young company in light of the newly enacted Section 409A of the Internal Revenue Code.
- Valuation and Venture Capital Trends
Two venture capitalists will explain the mechanisms used in company valuation. They will also discuss trends in the venture capital marketplace today.
In addition to exploring these issues, we will hear an entrepreneur's success story about developing a company through multiple rounds of financing and ultimately reaching an attractive exit.
Networking reception featuring hors d'oeuvres, wine & beer to follow.
Host: Robert Angell, Accounting Management Solutions
Moderator: Toby Lederberg, Hinckley Allen & Snyder
Click on each speaker's name below to access their presentation in PDF format:
Speaker Bios:
Bill Stone, Outside GC
Bill Stone brings a unique combination of legal and business experience to his clients, having served both as outside general counsel for companies in
several different industries, and as an executive business development professional. Before joining Jon in launching Outside GC, Bill led an international business development team as Vice President Business Development for eBT International, Inc. a Nasdaq-traded enterprise software company. Prior to that, Bill served as Vice President Corporate Development and General Counsel for Verde Media, Inc., a venture capital-backed media company in San Francisco. Before joining Verde, Bill practiced law as a partner in the law firm Tonkon Torp LLP, focusing on corporate finance, mergers and acquisitions, and general corporate counseling. Bill co-founded the firm’s technology practice group, and acted as general counsel to multiple technology, manufacturing, service and retail companies. Bill brings extensive experience in capital raising transactions, from early-stage angel rounds, through venture rounds and registered public offerings. Bill has represented both issuers and underwriters in conducting initial and secondary public offerings and Bill also has served as the principal SEC ’34-Act reporting counsel to public companies and their boards of directors. Prior to joining Tonkon Torp, Bill served as a law clerk in the chambers of the Honorable Mark L. Wolf in the federal district court in Boston, Massachusetts. Bill is a Summa Cum Laude graduate of Tufts University and a Magna Cum Laude graduate of Harvard Law School.
Bill is a Fellow of the Royal Society for the Encouragement of Arts, Manufactures and Commerce. Bill serves on the board of the Bubs Foundation, a charitable organization Bill founded that provides music education opportunities to students in Boston-area public schools. Bill also serves on the board of trustees of Westminster Unitarian Church in East Greenwich, RI.
Dimitry Herman, Partner, Hinckley Allen & Snyder
Dimitry's practice concentrates on corporate mergers and acquisitions, with a focus in information technology, network systems, life sciences and health care, and media and consumer product sectors. He has extensive experience in representing enterprises and investors in domestic and cross-border transactions involving venture and growth capital investments, buyouts and recapitalizations, going-private transactions, spinoffs and divestitures, private and public offerings, PIPES, joint ventures, strategic licensing and similar commercial transactions. In addition, Dimitry counsels clients on corporate governance matters, including the Sarbanes-Oxley Act (SOX), directors and officers liability and insurance and related securities matters.
James Lousararian, Former President, Angiolink (acquired by Medtronic)
Jim has been Chief Executive Officer of Verax Biomedical since 2005. Prior to joining Verax, Jim was a consultant for Medtronic Vascular following Medtronic's acquisition of Angiolink Corporation, where Jim was , President and CEO. Jim co-founded Angiolink in 1999 and the company raised $21 million in venture financing en route to being acquired by Medtronic in 2004 for $45 million. Just prior to being acquired, Angiolink had received FDA approval for its artery-stapling product for use in vascular procedures.
Prior to Angiolink, Jim was Senior Vice President and Chief Operating Officer of STD Manufacturing Inc., a medical device OEM manufacturer. Prior to joining STD, he was Vice President of Thermo ReTec Corp., an American Stock Exchange company and part of the Thermo Electron family of companies, where Jim was President of two major subsidiaries and responsible for business development. Jim began his career at Hale and Dorr, a Boston law firm. He received his J.D. from the University of Chicago and his B.B.A. (Accounting) from the University of Massachusetts. Jim is also a co-founder of ArthroSurface Incorporated, a start-up orthopedics company and Spirus Medical, Inc., a start-up medical device company in the gastroenterology and urology fields.
Anthony Coia, Associate, Bioventures Management
Anthony has more than a decade of experience in life science new venture formation, management consulting, and research. Prior to joining BioVentures Investors, he commercialized technology from the Massachusetts General Hospital (MGH) and the Brigham and Women’s Hospital (BWH) as part of Partners HealthCare. Prior to his work at the MGH and BWH, Anthony was a management consultant with L.E.K. Consulting in the Life Sciences Practice Group where he worked with pharmaceutical, biotech and private equity clients on projects that addressed asset valuation, strategic planning and investment due diligence.
Anthony has conducted research in the areas of neurodegenerative disease and in differential mRNA expression with the University of Pennsylvania and with the John Hopkins Hospital. He has also published on the subjects of viral myocarditis and NK cell lymphoma. Earlier in his career, he was a manager with Greenspring Advisors, a Maryland based incubator and merchant bank focused on the creation of biotech and bioinformatics companies.
Anthony holds a medical degree from the Johns Hopkins School of Medicine where he focused on internal medicine, an MBA from the Kellogg School of Management where he focused on strategy, finance and decision analysis, and a BS in Mechanical and Aeronautical Engineering from Syracuse University where he graduated with honors (Tau Beta Pi, magna cum laude). He is fluent in English and Italian.
Anthony has published in the journal Nature Biotech on the subject of “Value Drivers in Licensing Deals” (Nov. 2002), and he has spoken on the convergence of diagnostics and therapeutics with the Licensing Executive Society. Prior to medical school, Anthony was an officer in the United States Air Force, where he served as an aviator in the F-111 airframe. He was discharged from the USAF in 1992 having received the Air Force Achievement Medal.
Fred Morris, Partner, Brook Venture Partners
Fred’s first job out of school in 1974 was at First National City Bank (now Citibank) in New York, where he graduated early from the training program to serve as an assistant to the CFO of failing WT Grant. Fred then joined the Surface Transportation lending group, responsible for building business with smaller growth companies needing working capital and equipment financing. When Citibank decided to send its lenders out into the field offices (Cleveland), he departed for U.S. Trust Company of New York where they were looking to build their commercial lending business. Fred was recruited from there in 1978 to assist State Street Bank & Trust Company in Boston in their recovery from serious loan portfolio issues, after which he assumed the role as head of a geographic lending group.
Fred was subsequently allowed to form a new Specialized Lending Division with a focus on media/cash flow lending, becoming an SVP and member of the Management Committee for the Bank. He grew the Division to $500 million, with a number of mezzanine investments included. Growth potential for this business area dwindled as the industries consolidated, and he moved on to head a new program in Retiree Health Funding (grew to several $ billion in assets), and subsequently all new product development. While this was intellectually challenging, it was not exciting and Fred left to team up with Andy Clapp to form the predecessor venture investing group to Brook Venture Fund at the beginning of 1996. They launched the Brook Venture Fund in mid-1998, investing in 17 companies and generating a top quartile return. Brook Fund II has subsequently been launched as an SBIC with $100 M in capital, Fred has been active in deal flow generation, investing and overseeing investments throughout this period.
Fred attended Yale University where he majored in economics and was very active in extracurricular activities. Graduating at close to the height of the Vietnam War, he signed up as an undergrad for the Navy’s Reserve Officer Training and served as a line officer on two ships, ultimately as a lieutenant. After reentering the civilian world, Fred worked part-time at a bank as he earned his MBA at Harvard Business School with a concentration in finance.
