The National Venture Capital Association (NVCA), the self-designated flagship trade association of the venture capital (VC) industry, has developed a widely used set of annotated model legal documents as the starting point for negotiating VC financing transactions. The suite of forms includes:
- Amended and restated certificate of incorporation (COI)
- Stock purchase agreement (SPA)
- Investors’ rights agreement (IRA)
- Voting agreement (VA)
- Right of first refusal and co-sale agreement (ROFR)
In January 2024, the NVCA released substantive updates to these documents. In April, following the Delaware Court of Chancery’s recent holding in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co. (Moelis), the NVCA further revised the COI, SPA and IRA to address the potential impact of Moelis. This article provides a high-level summary of these updates.
