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For more than four decades, Fenwick & West LLP has helped some of the world’s most recognized companies become, and remain, market leaders. From emerging enterprises to large public corporations, our clients are leaders in the technology, life sciences and cleantech sectors and are fundamentally changing the world through rapid innovation.  MORE >

Fenwick & West was founded in 1972 in the heart of Silicon Valley—before “Silicon Valley” existed—by four visionary lawyers who left a top-tier New York law firm to pursue their shared belief that technology would revolutionize the business world and to pioneer the legal work for those technological innovations. In order to be most effective, they decided they needed to move to a location close to primary research and technology development. These four attorneys opened their first office in downtown Palo Alto, and Fenwick became one of the first technology law firms in the world.  MORE >

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Fenwick Releases First Survey of Terms of Unicorn Financings

​Investors Receive Reasonably Strong Downside Protections but Few Upside Terms; Highest Value Unicorns Implementing Super Common Stock Voting Structures

Mountain View, CA (May 7, 2015) – Fenwick & West, one of the nation’s premier law firms providing comprehensive legal services to high technology and life science clients, today announced the results of its first survey of the terms of Unicorn financings. A "Unicorn" is a venture capital backed company that closed a financing at a valuation above $1 billion.

The survey analyzed the terms of financings for 37 US based venture backed companies that raised money at a valuation of at least $1 billion in the 12 months ending March 31, 2015.

"As has been well discussed, a number of venture backed companies are receiving very high valuations, some in the tens of billions of dollars. However, as investors in these financings generally receive preferred stock for their investment, which can have very different and preferable terms than the common stock issued to public shareholders in an IPO, we have analyzed these preferred stock terms to provide a better understanding of their nature", said Barry Kramer, co-author of the survey and a partner in the corporate group of Fenwick & West. 

"For example, 100% of Unicorn financings provided investors with a liquidation preference, which provided the Unicorn investors with the right to receive their money back prior to any distributions to founders or management if the company was acquired at a price less than that paid by the investor. However, only 30% of Unicorn financings provided investors with significant protection if the company went public at a price below what the investor paid", continued Kramer. 

"While these provisions provided investors with reasonably good downside protection if the company's value declined, especially in an acquisition, investors in Unicorns received very few upside benefits, i.e. provisions that increased the likelihood that they would make a gain on their investment. For example, cumulative dividends, participating preferred, multiple liquidation preference and IPO auto convert provisions above the investment price were generally used in less than 10% of deals", said Michael Patrick, also a partner in the corporate group and a co-author of the survey. 

"And we also note that in 70% of the top 10 highest valuation Unicorns, the company had implemented a dual class super voting common stock structure to provide additional voting rights to founders/management, early investors and/or later stage private investors, if the company went public”, continued Patrick. 

Complete results of the survey with related discussion are posted on Fenwick & West’s website at www.fenwick.com/unicornsurvey​

About Fenwick & West
Fenwick & West provides comprehensive legal services to ground-breaking technology and life sciences companies at every stage of their lifecycle. We craft innovative, cost-effective and practical solutions for established and emerging companies on issues ranging from venture capital, public offerings, joint ventures, M&A and strategic relationships, to intellectual property, litigation and dispute resolution, taxation, antitrust, and employment and labor law. For more than four decades, Fenwick has helped some of the world's most recognized companies become and remain market leaders. For information about a career at Fenwick visit us at fenwick.com/careers.  

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