Legal Forms
Mergers and Acquisitions (General)
- Reverse Regular Merger: Delaware Buyer
- M&A Agreement: LLC Acquired by a SPAC
- M&A For An Insurance Marketing Company
- M&A For A Software Company
- Rollover Agreement: Stock and Options on the Target for Buyer Equivalents
- Investor Commitment to Fund all the M&A Transaction
- Asset Purchase Agreement
- Asset Purchase Agreement - Offshore Party
- Asset Purchase Agreement - Aircraft Manufacturer
- Letter Of Transmittal
- Asset Purchase Agreement - Software Company
- M&A For Two Public Companies
- M&A For An Entertainment Firm And A Software Firm
- M&A For A Buyer, A Transitory Subsidiary, And A Company
- Asset Purchase Agreement - IT Solutions Provider
- Asset Purchase Agreement - Digital Storage Company
- Asset Purchase Agreement Involving Patents
- M&A: Triangular Merger: Public Companies
Venture And PE Fund Formation And Operation
- Limited Partner Agreement - Short Form
- Agreement to Remit Portfolio Company Compensation to the Management Company
- Form of Guaranty of Clawback by Individual GP Members
- First Refusal Agreement
- LPA: Front End Loaded - Allocations and Distributions Deal-by-Deal (Long Form)
- LPA: Subscription Agreement
- LPA: Administrative Provisions
- LPA: Capitalization
- LPA: Definitions
- LPA: Dissolution and Liquidation
- LPA: Distributions
- LPA: Formation
- LPA: General Provisions
- LPA: Liability and Indemnification
- LPA: Miscellaneous Tax And Regulatory Compliance Provisions
- LPA: Transfers and Withdrawals
- Management Agreement Direct to GP
- Management Agreement Pass Through for Fund Partnership Agreements
- Management Rights Letter
- Non Disclosure Agreement: Venture Capital Fund and Prospective Portfolio Investment
- Non Disclosure and Development Agreement
- Partnership Organization Under RULPA (Standard Partnership Opinion)
- Partnership Status Under the Code (Opinion of Counsel)
- Side Letter with State Pension Plan Trustee
- Trade Or Business Issue (Opinion Of Counsel)
- General Indemnity Agreement
- General Management Stockholder's Agreement
- Subscription Agreement (Management Stockholder)
- Stockholder's Agreement
- Stockholders Agreement Amended
- Stockholders Agreement With An Instrument Of Accession
- Advisory Board Member Agreement
- Management Agreement
- Opinion Letter
- Letter To Registered Holders
- Limited Partnership Agreement (Long Form)
- Limited Partnership Agreement For A Management Company
- Mutual Nondisclosure And Noncompetition Agreement
- Model NDA a Reluctant VC May Sign Before the Term Sheet is Finalized
Angel and Venture Investing: Common and Preferred Stock
- Agreement Of General Partnership (General Partner)
- Alternative Term Sheet B Round (Cram Down Features)
- Bring Down Certificate
- Common Stock Subscription Agreement (Acme Corp.)
- Common Stock Warrant
- Common Stock Warrant (Alternate Version)
- Common Stock Warrant: Private Company; Issuer Favorable (Short Form)
- Company Valuation
- Convertible Note - Subscription Agreement
- Convertible Preferred Stock Purchase Agreement
- Convertible Promissory Note
- Convertible Note Purchase Agreement
- Due Diligence Checklist
- Due Diligence Checklist (West Coast Version)
- Due Diligence Guidelines (IPO)
- Founders Representation Letter
- Letter of Intent To Purchase
- Memorandum Regarding Procedures For Offering And Sale Of Shares
- Memorandum Regarding the Procedures for Offering and Sale of Shares in NEWCO, Inc.
- Motion Picture/Film Investment Agreement
- Motion Picture/Film: Risk Factors
- Opinion of Issuer's Counsel (Alternate Version)
- Placement Agent Agreement
- Placement Agent Agreement Form
- Preferred Stock Purchase Warrant
- Private Placement Memorandum
- Purchase Agreement (Rule 144A And Regulation)
- Registration Rights Agreement
- Registration Rights Agreement (Short Form)
- Restrictions on Transfer
- Right of First Refusal and Co-Sale
- Rights of First Refusal: Long Form
- Sample Private Placement Memorandum (Nanotech and Biotech)
- Series A-1 Term Sheet (Higher Valuation, Same Terms)
- Shareholders' Agreement
- Shareholders' Agreement (Alternate Version)
- Stock Purchase Agreement (Short Form)
- Stock Appreciation Rights Agreement
- Second Stock Appreciation Rights Agreement
- Stock Purchase Agreement - Series A Preferred
- Stock Purchase Agreement (Series A)--Biotech
- Stock Purchase Agreement Form
- Term Sheet - EBITDA Milestones
- Term Sheet (Neutral to Investors and Issuer)
- Term Sheet (West Coast Version)
- Term Sheet For Convertible Promissory Notes
- Term Sheet Form For Placement of Convertible Preferred
- Term Sheet-Series A Round
- Term Sheet: Series A Preferred Stock (with Milestone Provisions)
- Term Sheet: Series A Preferred Stock-Medical Device
- Term Sheet: Series B Preferred Stock
- Preferred Share Purchase Agreement
- Certificate Of Designation Of Series A Preferred Stock
- Share Purchase Agreement
- Restricted Stock Unit Grant Notice
- Common Stock Purchase Warrant
- Stock Purchase Agreement - between English and American Cos.
- Equity Incentive Plan
- Convertible Promissory Note; Interest Payable In Common Stock
- Convertible Promissory Note - General
- Equity Incentive Plan Restricted Stock Purchase Agreement
- Incentive Award Plan
- Subscription Booklet to invest in an Investment Fund
- Subscription Agreement, Long Form
- Generic Stock Purchase Agreement
- Convertible Promissory Note With Interest Payable In Common Stock
- Warrant To Purchase Shares Of Common Stock
- Convertible Promissory Note - Another Example
- Exchange and Registration Rights Agreement - Two Notes
- Purchase Common Stock For Cash
- Legend For A Placement Memo Of A Large Fund Being Offered Worldwide
- Placement Agent - Issuer Version
- Bridge Note, Next Round Pricing with a Cap
- Convertible Bridge Note ('Next Round' Pricing)
- Stock Purchase Agreement - Company Sells Off-Road Vehicles
- Convertible Promissory Note - (Short Form) - Another Example
- Note Purchase Agreement
- Preferred Stock Purchase Agreement (Long Form)
- Private Placement Memorandum (General)
- Stock Incentive Plan
Corporate Organizations
- Agreement of Indemnification of Directors and Officers
- Application To Register In New York
- By-Laws
- Certificate of Designation (Series A Convertible Preferred)
- Certificate of Incorporation
- Certificate of Incorporation (Delaware)
- Bylaws (Delaware Corp.)
- Director's Consent (Unanimous Written Consent in Lieu of First Meeting)
- Directors and Officers Questionnaire
- Indemnification Agreement (Compact Form)
- Indemnification Trust Agreement
- Secretary's Certificate And Board Resolutions
- Written Consent In Lieu Of Organizational Meeting
- Amended And Restated Bylaws Of [Corporation]
- Bylaws Of [Corporation] - Another Example
- Bylaws of XYZ. Inc.
- Amended And Restated Bylaws - Another Example
Limited Liability Companies (LLCs)
- Certificate of Formation
- Limited Liability Company Agreement
- LLC Agreement for Advisers Fund
- LLC Agreement: Long Form
- LLC Operating Agreement (Delaware) (Long Form)
- LLC Operating Agreement (Delaware) (Short Form)
- Second Amended LLC Agreement: Long Form
- Illinois Manager Managed Series LLC Agreement
- Grant of Interest in an LLC
- LLC Operating Agreement
- Limited Liability Company Agreement - Preferred And Common Shares
- Limited Liability Company Agreement of a General Partner
Employment Consultant Agreements
- Buy-Sell Agreement
- Consulting Agreement--Independent Contractor for BioTech Startup (Short Term, High Level Executive)
- Employee Compensation: Commission Only Salesman
- Incentive Stock Option Agreement (Alternate Version)
- Non-Competition Agreement For A Stockholder
- Restricted Stock Agreement
- Software Professional Service Contract (Pro-Consultant)
- Stock Plan (Alternate Version)
- Controller Employment Letter
- General Employment Agreement for Executive VP
- General Employment Agreement for CTO
- General Employment Agreement for Senior VP Sales
- Incentive Stock Option Agreement (Another Version)
- Notice of Stock Option Grant
- Stock Option Agreement
- Stock Option Grant Notice
- Independent Contractor Agreement - General
- Contract Sales Agreement Between Two Companies
- Independent Contractor Agreement
- Separation Agreement
- Employment Agreement For A CEO
- Employment Agreement For An Executive With A California Company
- Consulting Agreement Between Company And Contractor
- Industry Sponsored Research Agreement
Business Plans
Intellectual Property
- Mutual Confidentiality Agreement
- Mutual Nondisclosure And Confidentiality Agreement
- NDA Between For-Profit and Not-For-Profit Entities
- Trademark Security Agreement
- Confidentiality Agreement (Short Form)
- Confidentiality Agreement (Long Form)
- Mutual Confidentiality Agreement (2011)
- Mutual Confidentiality Agreement Between Two Parties
- Confidentiality Agreement With Evaluation Material
Debt Financing
Miscellaneous Legal Forms
- Accountants' Letter
- Underwriting Agreement For IPO (Incl. Insider Secondary Sales and Options to Underwriters)
- Agreement to Lockup
- Referral Letter Agreement
- OEM Purchase Agreement
- Fairness Opinion
- Action By Written Consent Of Stockholders
- Agency Agreement: Asset Sale (Private)
- Resolutions Of Board Anticipating IPO
- Underwriter's Letter Of Intent
- Best Practices: Series A Round Term Sheet
- Venture Finance Forms: Cover Sheet
- Best Practice Series A Round: Investor Questionnaire
- Valuation: Resolutions of Special Meeting of the Board of Directors Establishing Fair Market
- Legal Memorandum on Section 83(b) Election
- Action of Sole Incorporator
- Founder's Agreement
- Form 83(b) Election
- Investor Rights Agreement
- Voting Agreement
- Technology Acquisition Agreement
- Initial Board Resolutions
- Action By Sole Incorporator
- Questionnaire for Public Company Managers to Complete When a Director is Nominated
- Opinion of Target's Financial Advisors
- Opinion of Target's Financial Advisors - Second Example
- Information Statement Relating To Merger
- Executive Retention Agreement
- Executive Success Sharing Plan
- General Net Lease
- Severance Protection Agreement
- Term Loan And Security Agreement
- Letter to Employees Announcing a Merger
- Membership Interest Grant Agreement
- Annual FCPA Certification Agent's Acknowledgement
- Officers' And Directors' Questionnaire
- A Company Code of Conduct
- Code Of Business Conduct And Ethics
- Fairness Opinion (Second Example)
- Board of Advisors Agreement: (Scientific and Clinical)
- Spin-Off Agreement
- Certification of the CEO
- Guarantee Agreement
- Exchange And Loan Agreement
- Agreement And Plan Of Merger: Reincorporation In Delaware
- International Distribution Agreement
- Exchange and Registration Rights Agreement
- Underwriter Agreement - Long Term
- Model Employee Handbook
- Investor Suitability Questionnaire
- Agreement And Plan Of Merger: A Company And Its Sub
- Credit Agreement With Several Lenders
Legal Forms for Leveraged Buyouts
- LBO: Letter of Intent
- LBO: Agreement and Plan of Merger
- LBO: Initial Investment Bank Agreements
- LBO: Loan Commitment Letter
- LBO: Investment Bank Fairness Opinion
- LBO: Agency/Financial Adviser Agreement
- LBO: Participation Agreement
- LBO: Forward Underwriting Commitment Letter
- LBO: Term Loan Agreement [Senior Secured]
- LBO: Senior Secured Floating Rate Notes
- LBO: Asset-Based Revolving Credit Agreement
- LBO: Secured Promissory Note
- LBO: Indenture Note
- LBO: Senior Subordinated Note Indenture
- LBO: Note Purchase Agreement
- LBO: Convertible Note Purchase Agreement
- LBO: Convertible Promissory Note and Security Agreement
- LBO: Term Loan Security and Intercreditor Agreement
- LBO: Asset-Based Revolver Pledge And Security Agreement
- LBO: Intercreditor Agreement
- LBO: Patent Security Agreement
- LBO: Credit Agreement
- LBO: Forbearance Agreement
- LBO: Form of Guaranty
- LBO: Registration Rights Agreement
- LBO: Stockholder Agreement
- LBO: Guarantor Resolutions
- LBO: Resolutions Of The Board Of Target
- LBO: Sample Schedule 13E-3
- LBO: Agreement And Plan Of Merger: Reverse Triangular Merger
- LBO: Agreement To Purchase 100% Of Target Stock
- LBO: Offer To Purchase For Cash All Outstanding Shares of Common Stock
Standard Forms For An Offshore Investment Fund In The Cayman Islands
- Memorandum and Articles of Association (Exempted Company) for the Cayman Islands
- Limited Partnership Agreement for the Cayman Islands
- Unit Trust Deed for the Cayman Islands
- Offering Memorandum - Stand Alone Multi-Class Investment Fund in the Cayman Islands
- Administration Agreement for the Cayman Islands
- Subscription Agreement for the Cayman Islands
- Investment Management Agreement for the Cayman Islands
- Investment Advisory Agreement for the Cayman Islands
- Custodian Agreement for the Cayman Islands
- Management Agreement (Cayman Islands Fund)
Pledge Funds (a.k.a. Search/Opt In/ Independent Sponsor/Fundless Funds)