Venture Legal

Funds are viewed as high profile targets for lawyers, so choose a safe name that does not have conflicts with other trademarks.

Funds are viewed as high profile targets for lawyers, so choose a safe name that does not have conflicts with other trademarks.

No. “Fund rules” represent how you manage areas of conflict. For example, many VCs created rules that preclude them from making investments outside of their fund. “Investment criteria” represents what you look for in a company. I.e....

No. “Fund rules” represent how you manage areas of conflict. For example, many VCs created rules that preclude them from making investments outside of their fund. “Investment criteria” represents what you look for in a company. I.e. pre-seed in Italy etc…

The General Partnership Entity manages the carry and is governed by the Stewardship agreement that you are referring to. The Limited Partnership Entity is where the LPs invest and it allocates the carry to the General Partnership Entity....

The General Partnership Entity manages the carry and is governed by the Stewardship agreement that you are referring to. The Limited Partnership Entity is where the LPs invest and it allocates the carry to the General Partnership Entity. The Limited Partnership Entity is governed by the Cornerstone LPA. Class V shares are typically reserved for investors in the General Partnership Entity. So, if you have an investor that wants to make an investment in the General Partnership Entity, you would use Class V shares. Class A are for everyone else (GPs, VPs etc..)

The active investment period is normally between 2 and 4 years. Read the Cornerstone LPA for how these terms are set.

The active investment period is normally between 2 and 4 years. Read the Cornerstone LPA for how these terms are set.

You can’t sign any agreements until all the entities are formed

You can’t sign any agreements until all the entities are formed

Europe has extensive laws governing general solicitation. There are pre marketing and post marketing laws. Some guidance for best practices everywhere in the world is below: https://govclab.com/2022/06/28/general-solicitation/

Europe has extensive laws governing general solicitation. There are pre marketing and post marketing laws. Some guidance for best practices everywhere in the world is below: https://govclab.com/2022/06/28/general-solicitation/

It’s not solicitation because these are lps that have signed PACTs

It’s not solicitation because these are lps that have signed PACTs

If you want to build an enduring venture firm, that yes, it is mandatory.

If you want to build an enduring venture firm, that yes, it is mandatory.

It will be the GP. Don’t do this until after you close.

It will be the GP. Don’t do this until after you close.

There is no issue with building up your network provided that you are not mentioning your fund while fund raising or soliciting in any manner that could be considered general solicitation.

There is no issue with building up your network provided that you are not mentioning your fund while fund raising or soliciting in any manner that could be considered general solicitation.

Many LPAs will prevent your fund to invest in another fund. Investment into a non-operating company like a fund most likely counts against your 20% non qualifying investment bucket to maintain the VC exemption for the Manager.

Many LPAs will prevent your fund to invest in another fund. Investment into a non-operating company like a fund most likely counts against your 20% non qualifying investment bucket to maintain the VC exemption for the Manager.

You can’t move an SPV to a fund.

You can’t move an SPV to a fund.

Yes, this possible. You can make a company a VP if you would like.

Yes, this possible. You can make a company a VP if you would like.

It’s virtually impossible/very difficult for you to transfer an interest that you don’t own 100%.

It’s virtually impossible/very difficult for you to transfer an interest that you don’t own 100%.