Emerging Enterprise Center Blog : Boston Startup Lawyer & Attorney : Foley Hoag Law Firm : Startup Financing, Venture Capital

Despite all the talk in the legal world about forms, and there is a lot of it, and despite the great success of the NVCA Series A documents project originally inspired by Sarah Reed, it took Fred Wilson’s recent blog post to create some interesting back and forth commentary on seed forms.

Good forms are a wonderful thing. They can save tons of time and cost – each of which is in short supply for early stage entrepreneurs. Now, not every shoe fits every foot, and sometimes work is needed and is appropriate.

At the risk of stating the obvious, if you are raising $400,000 (let alone a smaller amount) and you spend $20K on your counsel and $20K on investor’s counsel, you’ve blown 10% of your money right there. (Remember, you are also giving away a pile of equity to get that money in the door.) This is really expensive capital. Creativity and clever negotiating have a price.

Having said all that, I think it was T.S. Eliot who said with respect to literary criticism that "The only method is to be very intelligent." At some level, the same applies to your legal dealings. Forms are great, but they must be used thoughtfully.

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Having recently had a pretty bad skiing accident that required surgery and will require a long recovery (while chasing my son down the lift line at Ninety Nine 90 in the Canyons), I have not been able to write many posts, but now that I am past the initial stages of recovery, I have had some time to think about the tech world again.

Here is one of the somewhat intractable issues that have troubled me. I know, from internal research at our firm, that the average life of a venture financed client (from the time the company becomes a client until exit) is about 10 years. I also know from discussion with a VC friend that the average time to exit for companies in his portfolio is 8 years (at least that is what he is telling people). Remember, these are average numbers, so many investments take longer to get to exit. Also remember that our firm’s numbers reflect investments from a broad variety of VCs from the top tier to the little know funds. My friend is with a top tier firm, so their results may be somewhat better than those for the industry as a whole.

OK, so why waste time thinking about this number? Well, most funds have a ten year life. Ideally during that term, the fund is fully invested and fully liquidated. Most (all?) funds provide for extensions to liquidate laggard investments. Even still, limited partners in VC funds would like to get their return in ten years – that’s the plan.

If you know that your average time to exit is 10 years, then you know that investments made in years 3, 4, and 5 (let alone anything after that) are, on average, going to run way over. This accounts, in part, for the phenomena that many VC fundss will linger long after they are unable to raise new rounds.

But, it also may have an impact on investment style. Except in the earliest years of a fund, VCs will almost always be in the position of being under pressure to look for an exit. I am sure there are many ways in which VCs try to mitigate this pressure (doing follow on investments in new funds might be one, but that is a hassle for other reasons).

I suppose it is impossible to know how much pressure this situation exerts upon VCs to favor tightly defined business plans with a clear path to an exit over grander visions? I have commented elsewhere that VCs seem to me to favor narrowly focused tightly defined business plans that address clear pain points and have obvious exits. VCs also seem to me to have become very focused on domain expertise within their investment portfolios. This makes sense, why invest in something you don’t know about? But it also leads to a certain orthodoxy in the nature of investments.

In some sense the life of a normal fund is not suited to the life of a normal company. As a result, VCs are structurally driven to favor narrowly focused investments over grand visions.

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I have been thinking of the NVCA meeting of the forms group that I attended in LA last week. One of the themes of this group has been to make the NVCA forms even handed. The forms are not intended to be either investor friendly or entrepreneur friendly. They are intended to represent a fair compromise of the issues that are inherent in any VC investment. They are also intended to be consistent with current market practices. So, if the market has evolved in a direction that seems unbalanced, well, the form reflects market practices. In the areas where practice is variable, the forms either provide alternative provisions or make reference to differences in footnotes.

One good example of how the NVCA forms try to balance fairness and current practice is in the area of founder representations. Founder representations are rare (extremely rare) in west coast deals but appear with some frequency in east coast deals. In general, the trend is away from founder reps. So, the forms (in their next iteration) will provide a footnote explaining this (and going through the limitations commonly seen in connection with founder reps, when they appear).

Having said this, to the extent that there are obvious areas of unfairness that have found their way into regular market practices, then the forms just reflect the prejudices of the market. One example of this is the ubiquitous presence of weighted average antidilution provisions. I believe that (with the exception of deals that have full ratchet provisions – far worse for entrepreneurs) all VC investments have weighted average antidilution provisions. Despite what I am about to say, don’t try to get these provisions out of VC docs; you will fail and will waste time, resources, and will leave an impression that you are difficult to deal with.

How can anyone justify antidilution? As far as I can tell the reasoning is that it is up to management to increase shareholder value. If management fails to do this, the argument goes; they should take a hit for that failure. As far as it goes, that argument has some merit.

If we agree with this argument, how do we deal with the effect of antidulition provisions on common stockholders other than management (angel investors for example). By the way, management is often holding options, and they are often "topped up" with more options. In effect, the people who suffer the ill effects of antidilution are not the people who are responsible for the performance of the company.

If you get past the issue I just described, how do you deal with declines in shareholder value that are not due to poor management? For example, what if there is a world-wide recession that affects all businesses, without regard to the quality of management? What justification is there to put greater risk of macro-economic events on management (or the common holders) than on investors?

Let me be clear, if you try to get antidilution provisions out of VC investment docs, you will (a) fail and (b) cause people to think that you are weird. So don’t try.

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  Eric Belsley from our office had this to add on the subject of accruing but non-cumulative dividends.  More concise and to the point than my post of Wednesday.

This is a relatively unusual provision. However, it would mean that although dividends accrue daily (and thus are computed when payable on a number of days in the year to date basis), the amount of such dividends is reset to $0 at the beginning of each year.

An interesting issue is the effect of this provision on payments made in liquidation and redemption. If the liquidation and redemption sections expressly refer only to "accrued and unpaid dividends" in addition to the principal amount, the company would have an argument that the non-cumulative nature of the dividend reduces the payout attributable to the accruing dividend in these events. This argument is much weaker if the liquidation and redemption sections expressly refer to the amount defined in the accruing dividend section, without referring to it as a "dividend."

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As a general proposition, with respect to dividends in venture capital style preferred stock, there are two main choices and a third that is rarely; but not never, seen, that is easy to comprehend and then there is a fourth choice that is rarely, seen and is hard to understand, but occurs with some frequency.

You might ask, "What is it?" But, before we go and make our visit, let’s do a quick review of the dividend provisions that are more commonly seen.

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For those of you who know Sim Simeonov, you won’t be surprised or disappointed. He has developed and posed on his site, fastignite.com , a set of start-up tools together with commentary. The tools are good; the commentary is better. The initial set of tools covers (1) calculating true pre-money valuation, (2) getting a better Series A deal, (3) a vesting calculator for options and restricted stock, and (4) option exercise and sale.

With respect to the true pre and post money valuation, Sim points out that Fred Wilson has an insightful post on this topic. I think I agree with what Sim and Fred say on the subject, but I also think it sounds more ominous than it is. Keep in mind that the investor is assuming you will have to spend equity to attract talent. This is analogous to having to spend money for capital expenditures. It has to be a budgeted cost and has to be "in the mix" when you negotiate your deal. Your investor will not overlook this "cost." It will be built into the investor’s valuation assumptions. You just need to look at it the same way. A company that needs to spend money to acquire and IP license is not going to get the same valuation as one that does not (all other factors being equal).

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I had lunch with Sarah Reed ,of Charles River Ventures, who was the moving force behind the NVCA forms project, and our discussion got onto the subject of adoption rates for the NVCA forms.  This harkens back to some old posts I have on the subject of forms.  This inspired me to go back and look at some research our firm had done (a portion of which is published in EEC Perspectives) and calculate the actual adoption rate in New England deals.  Based  on a somewhat random unscientific sample of more than 140 VC investments over the last two years, the actual adoption rate for investments that we looked at is 64.54% used the NVCA forms and 35.46% did not.  The transactions selected for analysis were drawn primarily from a search of the Dow Jones VentureSource data base. The sample included only a small number of transactions handled by our firm and, I believe, includes a broad selection of Boston based (and other) law firms and venture funds.  Based upon what I know of the practices here in Boston, I suspect that this "survey" if you can call it that, understates the level of adoption.   

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Sometimes I wonder why legal terms exist that have little or no practicable applicability – my clients wonder the same thing. Sometimes, these provisions really are ridiculous, but most of the time they cover off some eventuality that, although remote, actually could happen. The mere presence of the legal provision prevents the bad thing from happening, with the result that after some number of years, everyone starts to comment that whatever it is never happens and the lawyers have gone overboard. One example recently came to my attention: redemption provisions in venture investments. As everyone who plies these waters knows, a typical VC investment provides that, at the election of the investor, the company will redeem the investors stock after five years in three equal annual installments etc….  The purpose of these provisions, as I understand them, is to give the investor a way out of a landlocked investment in a life style company. In all my years of practice, I have never actually seen this provision at work. I think that is because long before anyone would actually pull the trigger on a redemption everyone sees it coming and something gets worked out. But, that begs the question of what would happen without the provision. So, here is a worthless provision (worthless in the sense that it never gets used) that actually serves its purpose – so well, in fact, that as a practical matter, the problem is extinct.

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This issue (how much of a discount should there be on an angel note that converts into the next round of financing?) seems to come up every day. And, there does not seem to be a good answer. So, consider this: a 20% discount is, in effect, a “guaranteed” 25% return on the investment. (Of course it is not really guaranteed since you don’t get liquid until some dim point in the future, if ever.)  Perhaps one way to look at what is an appropriate discount is to ask what the return should be over what period of time. 25% in six months justifies a high degree of risk, but 25% over two years does not. So throw this in the hopper along with other typical thoughts such as how will the “next” investor react? How big is the angel investment? What precedent are you setting? And the like.

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As I have noted on many occasions, one of the most common structures for angel investments is a note that converts into shares of a future round at a discount to the price in that round. While this has the advantage, among other advantages, of putting off the moment when a valuation of the company must be agreed to, one client has recently pointed out the flip side to this benefit is that it caps the investor’s upside during the period from the angel investment to the moment of conversion into the future round at an amount equal to the relevant discount. While few angels ever worry about this issue, the point is well taken, especially if you believe that the future investor will require your angel investor to give up some (all?) of her discount in connection with the new round. One possible way to work around the issue of a capped upside is to issue low priced warrants to the angel investor. For some reason, venture investors have less of a tendency to bother with warrants than they do with discounted conversions. Needless to say, using warrants raises a lot of issues including how to price them both in terms of actual dollars and as a percentage of the equity of the company. They also introduce another piece of documentation and therefore complexity and expense, which may be OK or not OK depending in part on how much angel money you are raising.

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I recently attended (actually spoke at) a training session for new hires at a major accounting firm. The speaker immediately before me was a well known partner in a prominent venture fund. In response to a question from the audience, he asserted that, although not perfectly, the basic structure of convertible preferred stock universally used in the venture industry aligns the interests of investor and entrepreneurs (management).

While I am confident that most, perhaps all venture investors, believe this to be the case, I do not think the sentiment is shared by most, or even a majority of, entrepreneurs. As I have noted in prior posts, the divergence of interests can most clearly be seen in the case of preferred stock with a preference and participation. These terms set up a situation in which the investor can make a return (not a brilliant return – but perhaps a single or maybe even a double) in an exit in which the founders and management make very little. Investors may be willing, or even eager, to sell at valuations that are real disappointments to the founders and management. Another term that can misalign interests is dividends. In a sale, investors typically get their investment plus any accrued dividends before the holders of common stock get anything.

I am not sure that the misalignment can ever be fixed. Perhaps a better way to say it is that I am not sure that alignment can ever be perfect. Having said that, the prevalence of preferred stocks with preference and participation is setting up a situation in which there will be a lot of friction between founders and management on the one hand and investors on the other hand – especially in a weak market for exits where valuations are likely to be low. We are likely to see this play out starting in about one year.

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I recently had occasion to look back through the data we have gathered on the presence (or absence) of cumulative accruing dividends in New England transactions and noticed what appears to me to be an interesting pattern. According to our research, 55% of Series A transactions had cumulative accruing dividends ranging from 6% to 10% per annum (and, obviously, 45% did not have such dividends). But, only 33% of Series B and later round transactions had these dividends (and the rates ranged from 6% to 8%). So, 67% of later round financings did not carry dividends. The sample is small (covering under 100 transactions) but it is somewhat random and covers 2008 and the first quarter of 2009. So, maybe the results are just random. It seems odd that Series A deals are more likely to carry dividends than later stage deals. I am not sure what the reason could be, if the results of our survey reflect a trend. One possibility is that Series A deals are riskier than later deals and investors are trying to gross up their yield.

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Last week I noted that Fred Wilson had the last word on what is "standard" and quoted a paragraph from his blog. The gist of the quote was that you need to be able to articulate a reason for the "standard" provision you want. (By the way, often things get to be standard because they address some important and recurring issue.)

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It being the middle of June the numbers for Q2 are about to come out, with the inevitable result that many new blog posts will be added to the blogosphere providing all kinds of analysis. Our firm contributes to this quarterly cacophony with our EEC Perspectives publication which analyzes what is going on in New England. When we started this publication, we gave some thought to what we could/should publish and from what base sources. So, we look at the quarterly data that we derive from mining VentureSource and various searches of Delaware filings. We analyze the data ourselves and make judgments about its quality and significance and try to turn it into useable information. The way we think about the data is as follows:

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Fred Wilson's post on a Lesson from Morty has, perhaps, the final word on what is standard.  Here it is:

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Even in a field in which transactions are in many respects highly repetitive, as in the case of venture investments, and even when the parties agree upon a standard form for a starting point, there is still a lot to consider in any give deal. These considerations range from the most material (say valuation) to the annoyingly trivial (say nuances in the reg rights language). At some point in the proceedings when confronted with open issues, entrepreneurs ask what’s market?

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My post on the NVCA forms and levels of adoption did get one comment, which I did not get to releasing until yesterday because it got buried under an avalanche of work related email. The gist of the comment is that adoption levels for the NVCA forms are way lower on the west coast than the east coast – Yokum Taku (of Wilson Sonsinni) suggests in the 5% to 10% range. Our firm does not track west coast deals for the obvious reason that our home base is Boston. So, I don’t have a basis for disagreement with Yokum Taku. Having said that, I believe there are huge efficiencies in using widely accepted agreed upon forms in a field in which so much is basically repetitive and in which efficient use of resources is so important. I find myself surprised that competitive pressures and the ever increasing need to provide cost efficient services has not driven west coast firms in this direction as much as it appears to be doing in New England.

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Bullying is not often seen in negotiation. I think this is because in many negotiations, the parties need to be able to work together after the negotiation is complete, and bullying just leaves a very bad taste in the mouth of the person who was bullied. Having said that, some negotiators take that tack and it can be hard to deal with if you really want the deal for some reason. The bully is, in effect, counting on your unwillingness to break up the deal to push you into all kinds of concessions.

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Negotiation can be about a lot of things. A great attorney that I know, he is now retired, once said that the most difficult thing to overcome in a negotiation is a good reason for something. A good reason – one that can be articulated so that the other side recognizes it as self-evidently rational – will often (very often) trump the power, the money and the clever posturing.

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The venture industry has spawned a fairly standard set of legal forms. Sarah Reed, formerly general counsel to Charles River Ventures, was the primary moving force behind the forms project. I was one of the early participants along with representatives from many of the major venture funds and law firms that regularly practice in the venture space. This includes east coast and west coast firms.. The project is perhaps six or seven years old. The project has produces a comprehensive set of investment documents and the group meets annually to upkeep and improve the documents. These docs are publicly available on the NVCA web site. Perhaps the greatest testimony to the success of the forms project is that the forms have gained wide acceptance in the industry.

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We  issued the latest edition of EEC Perspectives this week, looking at the first quarter of 2009.  I had the task of writing the (admitedly, somewhat rambling) cover piece titled "Get Your Pole Vaults Out," which I have pasted after the jump and welcome any comments on.   As you will see, numbers were down, but New England was not hit nearly as bad.  There have been a number of thought provoking blog posts about the numbers by others, for example:

Michael Greeley at Xconomy 
Furqan Nazeeri at Altgate
Adeo at TheFunded

Of course, beyond the broad numbers (which you can find elsewhere), their is valuable detail in EEC Perspectives about valuations and deal terms during the first quarter.      

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In the context of angel investment, one question that I get on a regular basis is whether investments should be structured as preferred stock or convertible notes. As with every question that you ask a lawyer, the answer is "it depends." Here are some thoughts on the merits and demerits of each:

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So here is a question, if you instigate litigation and lose, should you pay the winners legal bills? Or, vice versa, if you win should the loser pay your bills? By way of background, the general rule in the U.S.A is that win, lose or draw, each party pays its own bills. This rule, if you want to call it that, may be a contributing factor to the massive amount of litigation this country engages in. In the U.K., I am told, the rule is the opposite. In any event, it is a matter of choice since you can write a contract to provide for loser pays. Loser pays seems to me to have risen in popularity in recent years. It seems like a good idea since it would seem to discourage litigation, but is it really?

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With new rounds getting harder and harder to do and with valuations going down, certain preferred stock terms are taking on more significance than they normally do.  Weighted average antidilution is one of those terms.  It is so standard that very little thought is ever given to it. The effect of the antidilution provision is to disproportionately shift some of financial dilution to the common stockholders.

It is pointless to argue about the intellectual underpinnings of this practice, because the practice is universal among venture investors. Having said that, you need to understand how the weighted average antidulition formula works. You also need to understand the various flavors it comes in because some are better than others from the point of view of the common holders.

Finally, you need to understand what "full ratchet" antidilution is and how it works. This will be the subject of another post because the effect of this type of provision can be devastating to founders and I don’t want it to be lost in what is a long and turgid post on the subject of more normal antidilution provisions. Full ratchet is not commonly used, but it has its place, and it tends to become more used in difficult investment climates, such as the one we are in.

In general, weighted average antidilution has the effect of increasing the number of shares of common stock into which preferred stock can be converted if any shares of common stock or preferred stock (or other securities convertible into common stock) are sold by the company at a per share price below the conversion price of the preferred stock.

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Antidilution has been the topic of a prior post and is kind of a tough topic.  I find I have to go over the concepts carefully with entrepreneurs. Some entrepreneurs tend to think of dilution as purely a matter of percentage ownership. Although ownership dilution is important particularly as it relates to voting control, investors are typically more concerned with financial dilution. Financial and ownership dilution are related but different concepts. Ownership dilution is easy to explain, if Easy Company has 1,000,000 shares issued and outstanding in the hands of stockholders, and you own 500,000 of these, you own 50% of Easy Company. If Easy Company then sells another 1,000,000 shares to a new investor, there will be 2,000,000 shares outstanding and you will still own 500,000, but now you only own 25% of the company. That is ownership dilution. 

Financial dilution is a little more complicated to explain. Using the same example, if Easy Company had 1,000,000 shares outstanding and sold 500,000 to you for $1.00, you would own half of the company and your shares would be worth $1.00 each or $500,000.  If time passes and Easy Company raises an additional $1,000,000 at $2.00 per share it would issue 500,000 new shares to new investors. As a result, there would be 1,500,000 shares outstanding of which you would own 500,000 or one third. So, you would have ownership dilution (you went from one half to one third). However, the company would have a valuation of $3,000,000 ($2.00 multiplied by the number of shares outstanding after the new financing). The value of your shares would have increased – not been diluted.

Suppose, however, that Easy Company raised $1,000,000 by selling shares at $.50 per share. It would then issue 2,000,000 new shares to new investors and the total number of outstanding shares would go from 1,000,000 to 3,000,000. The value of the company would be $1,500,000, and the value of each share would be $.50. In this example, your 500,000 shares now represents approximately 16.67% of the company (down from 50%) so you have suffered ownership dilution, and your shares are now worth $.50 each (down from $1.00) so you have suffered financial dilution.

The antidilution formulas that are a customary part of venture investments, are aimed at protecting the investor from financial dilution. How the typical formula works will be the topic of another blog entry, but for a very detailed analysis, see my article on the subject of antidilution.

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In a recent board meeting for a client, one VC director described the current investment climate as follows:  "flat is the new up 50%."  Assuming he is right, and I think he probably is, several things follow.  Some of them are obvious.  Valuations are down; it is harder to get money than it was just a few months ago etc.

However, here is another prediction (perhaps it is obvious as well).  Certain deal terms that we have not seen since 2001 will start cropping up like mushrooms after rain.  Look out for full-ratchet antidilution provisions and multiple X preferences.  Also, you may want to review a section of your preferred stock that you may not have paid much attention to -- your antidilution provisions -- because they will be triggered by a down round.

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There has been a lot of interest recently in the level of venture capital investment activity that can be expected over the near term in light of the recent meltdown in the credit and capital markets. Through the third quarter of 2008, investment activity seems to have held up pretty well, but what will the future bring? I’m no fortune-teller, but based on what I’ve been seeing and hearing, I can hazard a few educated guesses:

• There will be a slowdown in activity as investors wait for the economic picture to stabilize.
• Seed rounds and Series A rounds will continue to get done for promising companies, but at reduced valuations and with more onerous terms.
• Follow on rounds will become harder to do, and will more often be internally led.
• Down rounds will become more prevalent.
• Bridge financings will serve as the finger in the dike until denial progresses to acceptance.

One potentially positive note for emerging companies that may arise out of the current economic situation:  engineering and other technical talent may become easier to find and less costly to recruit.

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Many entrepreneurs focus on pre-money valuation to the detriment of other economic terms that can be equally significant in a venture financing.  As you may have heard venture investors or others say before, "I'll let you pick the valuation as long as I get to pick all the other terms." This is because beyond the pre-money valuation, there are an infinite number of ways through other economic terms for the investors to extract their returns.

The pre-money valuation is used to determine the price per share that your investors will pay, but the idea that it is actually the valuation of the company instead of simply the customary method of determining a price per share in a financing is somewhat of a misnomer. A pre-money valuation of $5 million for a typical Series A deal on a $5 million venture investment really just means that the venture investor will be getting a 50% equity stake for the upside portion of its investment (after all the preferred terms have kicked in). For the company to really be worth $5 million pre-money in that scenario, the investor would be getting the exact same type of security (common stock) as what is already outstanding. The fact that your venture investors give you a pre-money valuation of $5 million certainly does not mean that you could sell the company for $5 million instead. In fact, as the 409A valuation models will show you, the common stock in such a situation is often valued at approximately 10-20% of the preferred. So the "real" pre-money value of the company in this scenario (at least in an "appraised value" sense) may be more like $500k to $1m.  Add to that the fact that the unallocated option pool will generally be 10-20% and come out of the pre-money valuation and you can see that the "real" valuation could be as low as even $300k in our scenario (applying a 10% common to preferred valuation and a 20% option pool).

Other key economic terms entrepreneurs should be looking at in addition to the pre-money value include:

• Does the preferred have a participation feature? If so, is it capped?
• What is the liquidation preference? Is it more than 1x? 
• What is the option pool and is it taken out of the pre-money valuation?
• What is the dividend rate and do they accrue and add to the liquidation preference?

Here are two scenarios that illustrate some of these terms. Scenario B has the higher pre-money valuation, but its pretty clear it is the less attractive offer to a startup.

Scenario A:
$5 million Series A investment
$5 million pre-money valuation
10% unallocated option pool (dilutive to pre-money)
1x liquidation preference
Non-participating preferred
No accruing dividends

Scenario B:
$5 million Series A investment
$6 million pre-money valuation
20% unallocated option pool (dilutive to pre-money)
1x liquidation preference
Participating preferred
10% accruing dividend added to liquidation preference

Right off the bat, the difference in the option pools means that the investors in Scenario B will actually pay a lower price per share and receive a larger piece of equity. In Scenario A, $1m of the combined $10m valuation is set aside for the unallocated option pool, leaving $4 million of the pre-money value for the outstanding equity of the company. In Scenario B, even though the higher pre-money valuation means a combined valuation of $11 million, $2.4 million is for the unallocated option pool, leaving $3.6 million for the outstanding equity of the company. So right off the bat, despite the higher pre-money valuation, the existing equity is 10% worse position. In our scenarios, even if all terms but the pre-money valuation and option percentage were the same, it would take a pre-money valuation of $6.667 million for the point at which Scenario B with a 20% option pool is economically equivalent to Scenario A with a 10% option pool.

I'll cover some of the other key economic terms and differences between Scenarios A and B above in future posts.

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One area in which you might think that first-time entrepreneurs are at something of an information disadvantage to venture capitalists (or sophisticated angel investors) is knowledge of what are and what are not current market terms. 

You would think that these seasoned investors would know what is being agreed to at any given time in the market.  However, it turns out that some do and some don't, and some have strong opinions that are not supported by empirical evidence.  For this reason, if you are seeking funding, you need to check the facts for yourself.

I was recently told by one prominent VC that 99% of the deals his fund was doing did not have a participation feature.  Well, our research indicates that in New England about half of the Series B and later round deals that are done have some level of participation.

At the EEC, we publish a series of quarterly reports (which we call EEC Perspectives) covering Series A rounds and, separately, later round financings in the New England area.  We report on the numbers of deals by industry in the trailing quarter, as well as pre- and post-money valuations and the types of terms are being agreed to in these deals.

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