Form documents for seed investments

Healy Jones has some good thoughts on the current push for form documents for seed transactions on his recent post. There has been a raging, and sometimes cantankerous, discussion on series seed form documents in the blogosphere.  In addition to the Healy Jones post, check out Brad Feld and Jason Mendelson.  Here is my point of view. 

Healy asserts that standard forms are not likely to drive the time to close. I agree; the interactions between the investor and the company drive that time to a much greater extent than legal documentation. 

Healy also thinks that forms do not reduce legal costs. Here’s what I think: With respect to legal costs, they have gone up over the last seven or eight years (since the NVCA forms project began) but not as dramatically as, say, legal costs for M&A transactions. I also think if you get two attorneys who are experienced (and willing to work with the NVCA forms) the amount of discussion is way less than you might think. 

With respect to making seed rounds easier, I think Healy is  right that what drives the ease of closing are the investor and the company not the interactions of the lawyers. 

The bigger issue with standardized seed docs is that seed/angel investors are way too disagregated. They themselves don't have consensus around what their concerns are. Before the NVCA forms everyone agreed that investors should get reg rights, drags, co-sale rights, etc. It is just that there were lots and lots of ways to draft each of these rights with the result that lawyers got bogged down in arguments around whose words were better and what was the exact intended scope of each provision (nobody, of course, disagreeing with the core concepts). 

Seed/Angel investors don't have an analogous set of well defined concerns. Some like common stock, some like convertible notes, some like preferred stock, some like secured notes, etc.

To the extent that seed means seed money from VCs, then you might get some level of consensus and be able to build forms. As I have noted before in a prior post, Ted Wang from Fenwick has posted a set of "Series Seed" docs that, I understand (but I am not sure), are basically a trimmed back set of the NVCA docs. These might gain some traction in the venture community, but an investor who is not from this ecosystem and who has an attorney who is not from this ecosystem is not likely to buy into them. Most of the seed/angel investment that gets done is outside the venture ecosystem. That is why the seed forms are not likely to get broad acceptance.

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