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  • How Your Company's Valuation Can Be Impacted By Convertible Notes

    By Procopio Partner Paul B. Johnson and Attorney Aaron Sokoloff With valuations in venture capital financings at historically high levels, companies are finding that “valuation caps” and other related terms in convertible notes and other convertible instruments are having a significant effect on company capitalization. For example, if entrepreneurs and investors do not consider the effects of outstanding convertible notes when negotiating the terms of an equity financing, there can be...

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  • 5 Critical Mistakes to Avoid in Any M&A Deal

    By Procopio Partner Paul B. Johnson, Co-Leader of its Mergers & Acquisitions and Strategic Joint Ventures Practice Having worked on hundreds of merger and acquisition deals over the last few decades, I’ve found two things to be true: 1) Each deal is unique in its own way; 2) There are a few mistakes CEOs often make that complicate deals and harm their own self-interest. Allow me to outline five actions CEOs approaching a merger, acquisition, sale or joint venture should take to ...

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  • When Investors Require Side Agreements

    By Procopio Partner Paul B. Johnson and Attorney Aaron Sokoloff It has become increasingly common in venture financings for investors to require the company to enter into “side letters” – i.e. separate agreements between the company and one particular investor, which are separate from the main investment documents that are signed by all of the investors. Side letters may provide a particular investor with some unique set of rights (for example, information rights beyond what the oth...

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