The certificate of incorporation is one of the most important documents in establishing your company, especially if you take on venture investment—and yet the words remain an unintelligible mix of legalese to many. For example, what does it mean for assets to be distributed "pari passu"? What is "participating preferred"? What is "broad-based weighted average antidilution protection" and how does it differ from "narrow-based protection" or "full ratchet"?

Our experts will remove some of the mystery around this fundamental document, and provide an introduction to understanding the actual calculations indicated by language. Discussion will focus on specific preferred stock terms negotiated in term sheets and how they are reflected in the charter. Mathematical provisions of the charter and run through sample calculations, including a liquidation analysis and antidilution adjustment, will also be discussed.