Kara Swisher

Recent Posts by Kara Swisher

Series Seed Documents Legal Guru Ted Wang Speaks! (Plus Get Your Free Term Sheet Here)

BoomTown finally got to meet Silicon Valley lawyer Ted Wang today, which was kind of a thrill since most tight-lipped attorneys run in the other direction when they see me coming.

But Wang–who works for Fenwick & West and is a popular legal adviser to a spate of digital start-ups, such as Facebook, Aardvark and Twitter–has a lot to talk about with the launch of a new Web site called Series Seed Documents earlier this week.

It’s a laudable effort at simplifying the complex–especially since most lawyers mostly like to complexify the simple.

Instead, Wang has made templated but flexible legal documents available for free for entrepreneurs to use in seed-stage deals, and his effort is getting support from the top venture and angel investors in the arena, such as Andreessen Horowitz.

The point: So new companies don’t waste time and money negotiating often unnecessarily complicated–but usually standard–legal papers.

Wrote Wang in a blog post on the Series Seed site, titled “For the Faithful”:

Up until now, various smart people have talked or blogged about reducing the transaction costs associated with seed stage investment without rallying around a particular attack. Of course both entrepreneurs and investors would rather see their investment dollars used toward developing a new product and bringing it to market than toward what are usually routine transaction costs. The problem has been crafting a set of documents that provide adequate protections without being unduly burdensome. While traditional financing documents give broader rights and protections to investors, for a seed stage investment the benefits of simplification in the Series Seed documents outweigh the value of these additional rights and protections…

This endeavor will only be successful if the Documents gain widespread adoption–and that will require lawyers to get out of their comfort zones and think about the trade-offs suggested in the Documents. It will not be easy, but once a practitioner takes the plunge and makes the effort to think through the changes, I am convinced that a well thought-through standard set of seed documents will emerge. Moreover, if folks in our line of business do not come up with a set of documents that enable seed financings at a reasonable cost, the market is going to solve this problem in another way. To quote Gen Shinseki “[i]f you don’t like change, you are going to like irrelevance even less.”

Andreessen Horowitz, which was the first to agree to use Series Seed Documents, has been joined by a spate of high-profile angel and early-stage venture investors.

The group includes SV Angel’s Ron Conway, First Round Capital, “micro-cap” investor Mike Maples, SoftTechVC’s Jeff Clavier, True Ventures, Polaris Ventures, Charles River Ventures and Harrison Metal.

For a legal look-see, I embedded the four documents from Seed Series Documents below, which include: A Restated Certificate of Incorporation, an Investors’ Rights Agreement, a Series Seed Preferred Stock Purchase Agreement, and a Terms for Private Placement of Series Seed Preferred Stock of [Insert Company Name], Inc.

And here’s Wang talking about the effort–which he has been blogging about since 2007, actually–at Fenwick’s Mountain View, Calif., offices, with an impressive range of legal tomes behind him:





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Another gadget you don’t really need. Will not work once you get it home. New model out in 4 weeks. Battery life is too short to be of any use.

— From the fact sheet for a fake product entitled Useless Plasticbox 1.2 (an actual empty plastic box) placed in L.A.-area Best Buy stores by an artist called Plastic Jesus