Angel Investing
Structure, Legal Issues & Red Flags
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DATE :  Wednesday, August 26th, 2009  ABSTRACT: What's the Deal? Understanding Terms of Debt and Equity Financings Teresa and Scott will discuss and summarize some of the fundamental terms and conditions of early stage debt and equity financings. In particular, Teresa and Scott will review term sheet basics for a typical convertible note financing and a typical Series A Preferred Stock financing. During the course of the discussion four main areas will be explored: 1) Basic elements of the term sheet, 2) Definition and summary of key terms, 3) Negotiable items, and 4) Red flags: when to walk away.
VENUE :  Michaels at Shoreline
2960 North Shoreline Blvd.
Mountain View, CA 94043
1:00 - 2:00pm Lunch & Networking
2:00 - 3:00pm Keynote Presentations and Q&A
Teresa Pahl
Scott Smith
3:00 - 3:30pm Networking
Teresa Pahl, Partner at Hanson Bridgett LLP, is the section head of the Business and Corporate Section and chairs the firm's Corporate Governance group. Her legal expertise includes matters involving general corporate law, securities law and real property law. Her corporate and securities practice includes a range of public and private equity and debt financings, representing both publicly traded and private companies in a wide variety of industries and markets such as high technology, consumer products, professional services, and banking. Transactions have included private and public offerings of equity and debt securities, venture capital funding and design of complex capital structures. Teresa represents clients in all aspects of their business, including mergers and acquisitions, recapitalizations, credit finance, formation of corporations, limited liability companies, general and limited partnerships and joint ventures. Teresa also represents clients in connection with the preparation and filing of periodic SEC reports and proxy statements. She also assists clients, including directors and stockholders, with sales of securities; disclosure issues, including with respect to Rule 10b-5; corporate governance issues; fiduciary duties; and stock exchange rule compliance. Teresa's real property practice includes negotiation and preparation of real property leases, acquisition and sale transactions and real property finance matters. In 2009, Teresa was a judge at the SVN Innovation Awards and was appointed to the Board of Advisors for the Children's Medical Aid Foundation. She also serves on the Advisory Council for The Presidio School of Management.
Scott Smith, Partner at Hanson Bridgett LLP, chairs the firm's Emerging Companies practice.  His practice emphasizes corporate, tax and real estate law. Scott has significant experience counseling corporations, partnerships, limited liability companies and nonprofits in connection with all aspects of operations. He works with private and public companies on equity financings, debt transactions, securities matters, mergers and acquisitions and general business matters. Scott also represents emerging companies in connection with entity formation issues, licensing and other technology related matters. He works with venture capital firms in connection with fund formations and equity investments, as well as large institutional investors in connection with their investment activities. Scott regularly advises clients regarding federal and state tax matters and his work often involves a complex tax planning component. In addition to Scott's corporate and tax practice, he often works with real estate owners and developers in connection with partnership and joint venture structuring and tax planning, acquisitions, dispositions, financing and leasing.
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