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Venture capital transactions1 begin with the “term sheet” or “letter of intent” (the “Term Sheet”).2 Although a term sheet is typically expressed as a non-binding document, it is the foundation upon which  all other (binding) transaction documents are prepared. Typically, a Term Sheet can be divided into  three basic categories: (i) terms that impact valuation and economic division of profits and proceeds  upon a “liquidity” event, (ii) terms that impact control over decision making and (iii) investor protection  terms.  At
In a volatile or difficult public market environment, many public companies engage in Private Investment in Public Equity (PIPE) transactions to raise capital.[1] Whether to finance existing operations or acquisitions, to refinance existing debt, or to build a cushion of available cash in periods of uncertainty, a PIPE transaction can offer public companies an attractive financing source.[2] In a PIPE transaction, a public company sells equity or equity-linked securities to a limited group of accredited investors in a private transaction.
On August 26, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments expanding the definition of an accredited investor. This has enlarged the potential pool of investors by adding new categories of investors eligible to participate in unregistered private offerings under Regulation D (Reg D) of the Securities Act of 1933 (the Act).[1] In addition, this new definition adds several new categories of entities that now qualify as accredited investors. In adopting the amendments, the SEC has taken a step