EMERGING GROWTH & VENTURE FINANCE

Wellspring Adviser's holistic approach to our emerging growth practice involves providing valuable advice to clients on the timing and nature of the corporate form, addressing founder equity issues relating to vesting, core team dynamics and capital structure, counseling on corporate governance issues such as board selection and structure and executive compensation, and assisting the founding team with business development. Here is a sample of what we help our clients with:

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Structuring and Formation

• Incorporation in California, Delaware, and other jurisdictions

• Alternative corporate forms: C-Corp, S-Corp, LLC, partnerships, joint-ventures

• Bylaws, operating, partnership agreements

• Articles and certificates of incorporation

Corporate Governance

• officer/director duties and liabilities

• board structure and operations

• charter and by-law provisions

• executive employment and consultancy agreements

• executive compensation and indemnification

Shareholder Matters

• Capital structure

• Option pools and plans

• Stock purchase, subscription, warrant, option agreements

Business Development

• Guidance on business plans, key hires, capital raising activities

• Introductions to network of investors and customers

As part of our venture financing practice, before we delve into term sheets and negotiate financing documents representing a seed or series round investment, we discuss with our clients the alternatives available for raising capital. We make introductions to angels, angel groups and VCs. We review executive summaries and help perfect the pitch. We offer this service as part of Wellspring's mission to help our clients succeed in obtaining investment. As a crucial next step we represent our clients in the negotiation, structuring and closing of the financing deal. We represent our clients in:​

• Convertible note financings, such as, typical angel unsecured convertible promissory notes with features like “caps”, “discounts” and warrants;

• Bridge financings; and

• Seed and Series Financings, such as, preferred stock financings with angel and institutional venture capital investors.