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Preferred Stock Decoded: Outsmart VCs and Lawyers

Preferred stock is a double-edged sword for entrepreneurs: it brings in vital funding while giving investors priority on returns and a say in critical decisions. Mastering its terms is key to protecting your vision while leveraging the capital to fuel your startup’s growth.

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Primer on the NVCA Series A Preferred Stock Purchase Agreement

The NVCA’s standard Series A Preferred Stock Purchase Agreement is designed to streamline venture financing. While it’s comprehensive, it isn’t cookie-cutter. Every deal is unique, and each section can be tailored to meet specific goals and risk tolerances. Think of the PSPA not just as a one-time document, but as a guiding framework that will influence how you operate—and how you collaborate with your investors—for years to come.

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Summary NCVA Amended and Restated Certificate of Incorporation

Discover the essentials of the Amended and Restated Certificate of Incorporation for venture-backed companies. This document outlines the governance framework, including stock classes, voting rights, preferred stock provisions, director elections, and conversion or redemption options. Notably, it excludes a “no impairment” clause to minimize risks and avoids blank check preferred stock authorizations for conservative governance. Incorporated in Delaware, this certificate leverages the state’s robust legal framework and business-friendly environment.

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