In the ups and downs of the macro-economic environment, the tide may eventually turn to the prospect of a down-round financing or recapitalization. An equity financing in which the company's pre-money valuation is below its last post-money valuation is often colloquially referred to as a "down-round." As with most fundraising activities, down-rounds and recapitalizations can bring in much needed capital to grow a business, and may also serve to align stockholder and employee interests for the longer term – in some cases, these events may signal a change in business direction, product focus or even a restart. Unlike the typical "up-round," however, down-rounds often come with negative connotations and usher in a host of business and legal considerations, creating complications for existing and future stakeholders.

Please join us for a webcast discussion of the issues related to down-round financings. We'll cover the implications of these financings for your company and what you can do to prepare for, and execute, a down-round financing.

Topics to be addressed include:

• Overview of the current startup fundraising environment
• Typical down-round/recapitalization drivers
• Process considerations: fiduciary duty issues, standards of review in litigation, and designing a good process
• Structuring down-rounds, including pay-to-play provisions
• Technical issues (e.g., assessing the need for class and series stockholder votes and implementing conversions of stock)