WELCOME.

We hope that you enjoy reading the articles in the VIMA Handbook and benefit from the information contained therein.

CONTENTS

1. VIMA - Faster and more efficient VC investments for start-ups and investors

by Sriram Chakravarthi (SAL) and Doris Yee (SVCA)

Sriram and Doris provide an insight to the background and purpose of the Venture Capital Investment Model Agreements ("VIMA"). The article includes feedback from a law firm on their experience of using VIMA.

2. Getting to Series A and What to Expect

by Kurt Tanyu, former Senior Associate at OpenSpace Ventures

In this article, Kurt shares the underlying messages that investors must hear from you so that they know your company is ready for Series A.

3. The “Big 5” Issues – An Investor’s Perspective

by Kelvin Goh (OpenSpace), Brendan Hannigan and Heather Ong (Allen & Overy)

This article gives an insight into the investor’s perspective in early stage fundraising and why governance rights, liquidation preference, warranties, anti-dilution and exits are key issues that need to be handled well.

4. The Top 5 Issues – A Founder’s Perspective

by Robert Grant (Gojek) and Muhammad Ali Pasha (GoVentures)

As a startup, what type of financing options (debt or equity) should you go for, what should you look for in an investor, what kind of control should you give to your investor? These and other important aspects of fundraising are addressed in this article.

5. Five Key Venture Capital  Deal Terms

by Thomas Chou, Nicholas Davies, Cecile Yang and Champ Charernthamanont (Morrison Foerster)

This article highlights the five key terms in early stage VC investments and explains the difference between market practices in the USA and China.  This will help founders and investors to make an informed choice on how to position themselves in this region.

6. IP Matters! 5 Tips to Help Startups Protect Their Most Valuable Assets

by Mark Cheng (Ella Cheong)

Adopting an effective IP strategy from an early stage not only keeps copycats and competitors at bay, but is also a crucial factor in securing capital and fund-raising. This article therefore presents 5 tips to help startups better manage and protect their most valuable asset, even from an early stage.

7. THE VIMA Term Sheet – A Road Map for a Start-up’s Relationship with Investors

by Kyle Lee (WongPartnership) and Jaewon Yoon (Jungle Ventures)

The term sheet represents the starting point when a start-up and its potential investors engage and negotiate on a possible investment. This article highlights the long-term implications of the term sheet and key terms to be mindful of when negotiating the term sheet.

8. The Convertible Agreement Regarding Equity – Why CARE?

by Satbir Walia and Michael Ng (Clifford Chance)

This article touches on the events which will allow an investor to receive cash or shares in the startup such as an equity financing event, liquidity event and dissolution event, as well as other significant terms such as liquidity preference and the maturity feature.

9. A Guide to Employee Incentive Schemes and Employment Legislation In Singapore

by Yeo Boon Kiat and Darren Low (Allen & Geldhill) and Jaewon Yoon (Jungle Ventures)

This article provides information on various types of common employee incentive schemes, the advantages/disadvantages of each such type of scheme, and practical considerations in structuring and implementing such schemes. It also highlights relevant employment legislation in Singapore.

10. Relevance and use of the VIMA in Southeast Asia

by Brian Ng and Lee Jin Rui (Rajah & Tann Singapore) and Chua Joo Hock (Vertex Ventures SEA and India)

              This article touches on how VIMA documents will become increasingly relevant in the region and set the market standard for early-stage fundraising. It also highlights issues to be considered in determining if VIMA documents can be used and how they should be modified to investments in the region.

11. Tax – An Essential Consideration for Start-ups

            by Lim Maan Huey and Trevina Talina (PwC Singapore)

            This section provides a general introduction to various concepts under the Singapore taxation regime for start-up founders or business owners to consider from financing/funding, operational and human resource perspectives.

12. Considerations in valuation of start-ups

by Leonard Woo and Chong Su-Lyn (Deloitte Southeast Asia)

What factors should guide the valuation of startups? This article highlights the different valuation approaches such as the income approach, market approach and cost approach.  

13. The role of ESG in start-ups

by Lip Kian Ang, Thomas Chou and Alfredo B.D. Silva (Morrison Foerster)

           Why is it important for startups to consider environmental, social and governance or “sustainability” issues? This article explains what these factors are and the negative impact they can have, the benefits of being ESG conscious and how to integrate ESG into your startup business.