Rupert Pearce & Simon Barnes 
Raising Venture Capital 

Offering a deep insight into the venture capital deal-making
process, Raising Venture Capital also provides valuable
introduction to the subject. The book is practical in focus but
based on sound academic theory, research and teaching materials
gathered over the last 4 years at Tanaka Business School.

Part one covers the history of the venture capital industry,
shows why entrepreneurs need venture capital finance, and looks at
how venture capitals raise and structure their funds. It also
covers valuation methods for venture capital investments, and
portfolio management.

Part two illustrates how successful entrepreneurs raise finance
from venture capitals, and gives details on how to approach venture
capitals, how to choose the right venture capital firm, and how
venture capitals and entrepreneurs work together after the
deal is done.

Part three gives a blow-by-blow account of the structure of a
venture capital deal.

Table of Content

Preface xiii

Part I The Business of Venture Capital 1

1 Entrepreneurs and Venture Capitalists 3

2 Other People’s Money 9

3 The Limited Partnership 15

4 The Competitive Environment 25

5 The VC’s Investment Model 31

Part II Accessing Venture Capital 49

6 Introduction to Part II 51

7 Is Venture Capital the Right Option? 53

8 Choosing a VC Firm 59

9 The Entry Point 65

10 The Investment Process 71

11 Preparing for the Investment Process 81

Part III The VC Term Sheet 99

12 Introduction to Term Sheets 101

13 Business Valuation 121

14 Investment Structure 123

15 Syndication 125

16 Investment Milestones 129

17 Corporate Governance 139

18 Equity Participation 147

19 Share Incentives 169

20 Share Vesting 175

21 Pre-emption Rights on Securities Issues 185

22 Anti-dilution Rights 191

23 Provisions Relating to Share Transfers 203

24 Deal Management Terms 219

Index 229

About the author

RUPERT PEARCE joined Inmarsat in 2005 as Group General
Counsel. Inmarsat is the world’s leading mobile satellite
communications provider and recently underwent a $1, 500 million
leveraged buy-out by Apax and Permira and subsequent $3, 000 million
IPO on the London Stock Exchange. Inmarsat is now well-established
in the FTSE 250. Prior to joining Inmarsat, Rupert was a General
Partner at Atlas Venture, the leading transatlantic venture firm,
responsible for corporate finance, mergers & acquisitions and
special situations. He also served as Atlas Venture’s
European COO. Prior to Atlas Venture, Rupert was a partner at the
international law firm Linklaters, specializing in corporate
finance, mergers & acquisitions, technology and private equity.
Rupert has therefore experienced private equity and venture capital
transactions from the perspectives of investor, adviser and member
of management. As a founder of Out-Take Limited, an on-line
publisher, he has also dabbled in entrepreneurship.

Rupert holds a First Class MA in Modern History from Oxford
University and won the 1995 Fullbright Fellowship in US Securities
Laws, studying at Georgetown Law Centre, Washington DC.

SIMON BARNES is Director of the Entrepreneurship Centre,
and Deputy Director of the Full Time MBA programme at the Tanaka
Business School, Imperial College London. He teaches electives in
new venture creation and venture capital finance on the MBA, MSc
Finance and MSc Health Management as well as courses for the
faculty of Imperial College’s science and technology
departments. His research at Imperial focuses on technology
entrepreneurship and venture capital, with an emphasis on the
development of university spin outs and technology ventures. Simon
has six years of hands on experience in the venture capital
industry, first with the transatlantic firm Atlas Venture and most
recently with GIMV Venture Capital where he invested in early stage
biotechnology companies. He has been a board director of several VC
backed ventures, and lived through two M&A transactions at
board level.

Simon received a first class honours degree and a Ph D from The
University of Cambridge. He holds an MBA with Distinction from the
Tanaka Business School, Imperial College London, and was the winner
of the European MBA Business Plan of the Year Competition in
1998.