How to Negotiate a VC Term Sheet and Lessons Learned

Herb “JR” Moore is Special Counsel in the firm’s Venture Capital & Emerging Growth Companies practice. He focuses his practice on advising entrepreneurial clients and venture capital investors on a full range of transactional, securities law and corporate governance matters. Herb counsels early stage, emerging growth and middle market tech and tech-enabled companies on a diverse range of corporate matters, including venture capital financings, technology transfer agreements, mergers and acquisitions, protection of intellectual property, complex commercial agreements, licensing, entity formation and general corporate matters.

Prior to joining McCarter & English, Herb was in-house counsel at a leading New York seed- and early-stage venture capital firm investing in some of the strongest growth areas to date, including cybersecurity, artificial intelligence, machine learning, drones, enterprise cloud software, and crowdfunding. Herb represents several early stage venture capital funds in both fund formation and investment transactions as the firms identify and invest in technology and technology-enabled companies – across geographies and emerging industries.

Earlier in his career, Herb was a member of the corporate group at SorinRand LLP (which merged with McCarter & English in 2014), serving as a trusted advisor to startup, early stage and middle market technology companies as well as the investors and executives who support and lead them. Herb began his corporate legal career practicing with Gallagher, Briody & Butler in Princeton where he represented a number of public and private companies in equity and debt financings, SEC reporting, securities and commercial matters.

Herb’s experience representing technology companies, venture capital funds and other early stage investors positions him well to serve McCarter’s corporate, venture capital and emerging growth company clients. Herb has presented internal trainings for firm attorneys and summer associates on “Key Terms and Concepts in Venture Capital Fund Formation,” which provided an overview on venture capital as an asset class, the venture capital fund formation process, and provided insights on key terms and concepts in the typical venture capital fund governing documents. Herb has also presented external trainings for venture fund clients on “Key Terms and Concepts in Venture Capital Financing Transactions” covering the full scope of a venture deal, including negotiation of the term sheet, explanation of each of the primary transaction documents, closing of the deal, and post-closing considerations.

Paul Bianco is the CEO of Graphite, a leading provider of finance & accounting services for early-stage companies. Prior to Graphite, Paul was an investor at ffVC, an early-stage VC fund in NYC. While at ffVC, Paul helped dozens of his portfolio companies build easy to understand and intuitive financial models. Paul is Certified Public Accountant and has a background in consulting, asset management and technology.