Geography of Human Wellbeing Report - China - 705 Words

Part A Geography China is the 3rd largest country in the world, with a total area of approximately 22,117 km. Located in Eastern Asia, between North Korea and Vietnam, it is bordered by a total of 15 countries, and has access to three seas, the East China Sea, Yellow Sea and South China Sea, and the Korea Bay. As of July 2013, China’s population was 1,355,692,576, the highest population worldwide. Quality of Life Indicators Rank (worldwide): Life Expectancy 75 years #97 Mortality Rate (per 1000) 7 #135 Infant Mortality Rate 14 #88 Population Growth 0% #155 Health Expenditure 5.2% #111 Improved Water Access 92% #-- Internet Users 568,192,066 #1 Energy Use 2029 kj #1 Education (Female:Male) 100:100 #-- GDP per capita US $6091 #93 Part B Economic Position China’s economic position has changed greatly, particularly over the last 50 years. Mao Zedong, leader of China at the time, introduced a new method for improving China, often referred to as the 5 year plans. These plans, as the name may suggest, were used for five years, and had a main focus attached. For example, the first plan, which ran from 1953 to 1957 concentrated on the construction of 694 industrial projects. This would help lay the primary foundations for China’s socialist industrialisation. It also focused on developing agricultural producer’s cooperatives to help in the transformation occurring in the agriculture and handicraft industries. The second plan was created in 1958, and was used untilShow MoreRelatedA Brief Note On Water Scarcity Of India1413 Words   |  6 Pages Geography inquiry Water scarcity in India Flora Leung What is water scarcity? Water scarcity is the phenomenon describing the lack of water sources or the lack of access to safe and clean water. Water scarcity is happening all over the world. Nearly 1 billion people in the world were suffering from it. In the world Asia is one of the continents, which is serious suffering from water scarcity. 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Functionalism Of Brazil Cause Or Style - 1623 Words

Functionalism in Brazil: cause or style? The premise form follows function was first used by Sullivan in the late nineteenth century and built by Modernist Architecture in Europe in the twentieth century. Reflecting specifically on the Brazilian case, functionalism was an aspect of tension throughout the process of assimilation and appropriation of Modernism as a national language in the twentieth century, because on one side could be an important tool for democratization of accessing to certain programs through the large-scale production, on the other, coming off the social aspect and to being considered in excess, it became a desire of rationality that made no sense; technique acquired new status: has become an end in itself and thus constituting a straitjacket. Nowadays, some architects are contrary to functionalism as they considered as a limit, but despite the controversy is still a reality in national architectural production. In the 30s, in a context of authoritarian rule, the Brazilian architects and artists marveled at the Le Corbusier ideas as Social Revolution instrument in the country. It was believed that to relate to Modernist Architecture to the national industrial production, it would-for the social classes were gradually being integrated industrial production in large cities (Hugo), thereby increasing the internal market and minimally socializing riches. Fortunately, the intellectuals were able to move forward on these wishes, due the fact that theShow MoreRelatedCulture And Cultural Norms And Values2214 Words   |  9 Pagesgain the learning and achieve the qualities that are seen as being desirable in a cultured human being. Secondly culture is seen as under the control of civilisation. Some cultures are seen as more civilised than others for, the indigenous tribes of Brazil still exists today they are also referred to as the uncontacted people who live in a community, or have lived in a community, either by choice or by circumstance without significant contact with global civilisation. Whereas is today’s society we areRead MoreWalmart vs Carrefour26545 Words   |  107 Pagesfollowers. However, there are still first-mover disadvantages (Shaver, Witchell and Yeung, 1997). The most common one is known as pioneering costs, which are costs that early entrants bear and later entrants could avoid (Hill, 2004). There are many causes of such pioneering costs as argued by Hill (2004). They may arise in the form of time and effort spent on learning the rule of business systems in a foreign country. Mistakes that are made as a result of that the early entrant fails to understandRead MoreOrganisational Theo ry230255 Words   |  922 Pagesorganizational dilemmas. The book engages in an imaginative way with a wealth of organizational concepts and theories as well as provides insightful examples from the practical world of organizations. The authors’ sound scholarship and transparent style of writing set the book apart, making it an ingenious read which invites reflexivity, criticalness and plurality of opinion from the audience. This is a book that will become a classic in organization studies. Mihaela L. Kelemen, Professor of Management

The Problem Of Gang Violence - 917 Words

Before starting this class, I already had personal knowledge about gangs but after taking this class, I have a much better understanding about them. From what I ve seen and heard, gangs are and will always be a part of our society. As we ve learned in this class, they have been around for hundreds of years. One thing that came to my mind while I was talking to my husband was pirates. They have territories over seas and anyone that passes their water gets robbed, in today s gangs it s a different setting but the same concept. The sad part of all this is that gang members that are juveniles are the ones suffering more and paying the prices. Gang violence will always be a growing problem in this world. As a parent I panic; it scares me just to think that my kids could get near these gangs. After taking this class, I mentioned to the professor how I noticed I was dressing my kids certain colors that meant certain gang things. I m relieved that I took this class because now I will be more careful on how to dress them, and dress myself depending on where I’m going. Furthermore, when people live around Gang members they intimidate every resident, by doing this they have more control of the territory and it gives them more power. It s sad that street gangs are corrupting and damaging those good juvenile kids that are being raised, and as parents all we can do is pray. It s also horrible how the initiation or hazing process to get in this type of group is. How stupid canShow MoreRelatedThe Problem Of Gang Violence1356 Words   |  6 PagesGang violence has grown to be a great problem in El Salvador in the last 30 years. Gangs have grown into large, complex organized crime units; the two largest gangs, MS13 (also known as Mara Salvatrucha 13) and Barrio18 (also known as Calle18), now encompass large parts of Central America. 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Biology Case Study - 1087 Words

To determine inheritance patterns of autosomal recessive ebony and cinnabar traits, genetic crosses were performed. True breeding virgin female ebony flies were crossed with true breeding cinnabar mutant males in the Parental generation. The expected Fâ‚‚ phenotypic ratio based on the Mendelian principle of independent assortment was 9 wild type: 3 ebony: 3 cinnabar: 1 cinnabar and ebony fly. The outcomes did not match the hypothesised phenotypic ration. The observed phenotypic ratio was 12.6 wild type: 3 ebony: 3.4 cinnabar: 1 cinnabar and ebony flies. Chi square was used and the critical value obtained was 11.53 (p0.01). After finding the chi-square value it was determined the hypothesis was rejected. Results To test inheritance†¦show more content†¦Based on the chi squared value, there is less than a one percent chance that the difference between the observed and expected phenotypic ratio is due to chance. For this reason the hypothesis was rejected. The observed data did not fit the expected 9:3:3:1 ratio and the variation in phenotype ratio can’t be explained by chance. One prediction why reason the hypothesis could have been rejected was due to misidentification of mutant phenotypes. Wild type fruit flies have a yellow-brown body color, while ebony flies have a brown-black body. When an ebony fly first hatches its body color is lighter and will gradually darken with age. During the experiment, immature ebony flies could have been identified as wild type,due to the lighter body color of newly hatched flies. This would result in an increase count of wild type and the decrease count in ebony flies. To prevent this problem in future experiments, hatched flies should be placed in a new vial and then counted a day later to give the ebony fly body color time to mature. The ebony trait affects the fly’s body color, resulting in a brown-black pigment. 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Major Methods of Supervision in an Organization Free Sample

Question: Write an Essay on an Investigation of Criteria that affect the day-to-day Management of a Business in Ireland today. Answer: Introduction Supervision is an important aspect in the management process. Supervisory management is the process of overseeing and managing employees in the organizations[1]. It can be seen that businesses all over the world is adopting the strategy of supervisory management in order to make the employees efficient and to provide effective training to the novice employees. Supervisory is one of the crucial responsibilities of the organizational managers as it increases the efficiency and productivity of the business organizations[2]. There is no exception of this fact for Ireland. It has been seen that most of the companies in Ireland has adopted the strategy of supervisory management. Some major responsibilities of the supervisory management of Ireland are to ensure effective staff recruitment, staff training program, evaluation of the staffs and others[3]. Industry Guidelines and Recommended Practices Purpose and Method of Supervision Several purposes are there for which there should be supervisors in a business organization. Some of the purposes of supervision in an organization are discussed under: Mediator or Linking Pin: Supervisors are needed in an organization in order to communicate the plan, policies, decisions and strategies of the management with the subordinates of the organization[4]. Guide: There needs to be superiors in an organization for the purpose of guidance. Superior shows the right ways to the subordinates when they in doubt and in need helps. Issue of Instructions: One of the major purposes of supervision is the issue of instruction. It is the responsibility of the supervisors to make it sure that all the instructions are properly communicated to all the employees of the organization[5]. Control: Control is another important purpose of supervision. The supervisors of the organizations need to establish a control between the actual and expected outcome of the business. Apart from these, there are many purpose of supervision like the optimum utilization of the resources, to implement discipline in the workforce, to improve the communication process of the organizations, to take feedback and many others. Several methods of supervision can be seen in different business organizations. However, there are some major methods of supervision that most of the supervisors follows. They are discussed below: Individual Supervision: Individual supervision is one of the most widely used processes of supervision. In this process, the employees or supervisees use to describe their clinical activities to the supervisors. This method most suitable for most of the employees as employees does not want to disclose their personal problems in front of everyone[6]. Triadic Supervision: This is a new method of supervision where two supervisees pair with one supervisor for the purpose of supervision[7]. Group Supervision: This is another important and popular method of supervision where the one supervisor supervise a group of employees or supervisees. Group supervision is important to develop the group dynamics of an organization[8]. Peer Supervision: Peer supervision is the process of working together to get mutual benefits. In this process, the peer employees supervise each others activities[9]. Staff Code of Conduct The Code of Conduct for the Staffs in Ireland is discussed below: General Conduct and Behavior: As per this code of conduct, the employees of an organization need to maintain honesty, integrity and impartiality towards their job responsibilities. Conflict of Personal and Public Interest: As per this code, the employees must maintain a balance between personal and public conflict[10]. Planning: As per this act, the planning process employee must be transparent Gifts: According to this code, the employee cannot seek any kind of gift from the customers. Hospitality: As per this code, the employees of an organization must not be influenced by any hospitality of the customers. Satisfactory Working Relationship: As per this code, the employees of an organization must maintain a satisfactory working relationship with the consumer[11]. Criminal Conviction: As per this code, an employee that is convicted with any kind of crime must inform this fact to his/her personal officer. These are the major code of conducts of staffs in Ireland. In-House Staffs The advantages and disadvantages of in-house staffs are discussed below: Advantages In-house staffs reduce the training cost of the employees as the training process is conducted in the premise of the organization. In-house staffs can manage both the work and training; and this process reduces the disturbance in the organization. In case of in-house staffs, current work examples can be used for training. In-house staffs help to generate new ideas in the organization. In-house staffs promote the process of team building in the organizations. Disadvantages Training program for in-house staffs can increase the extra administrative costs of the organization. Training session for the employees sometimes hampers their work. Lack of dedication is a major disadvantage for the in-house staffs. In the process of in-house staffs, the employees feel extra pressure. In-house employees often face problem in time management in the organizations. Contract Staffs The advantages and disadvantages of contract staffs is discussed below: Advantages Contract staffs can become permanent by delivering good performance. Contract staff has to do multitask in the organization that increases their knowledge and skills. Contact employees get higher amount of salary in the organizations[12]. Contract employees can enjoy tax benefits on their earnings. The scope for personal satisfaction is high for the contract employees[13]. Disadvantages Contract staffs cannot enjoy all the benefiters in the organization. Contract staffs have to face immense job pressure. There is not any job security in contact staffing. Contract employees are not invited in the inner circle of the organizations[14]. There is not any opportunity for extra pay for contract staffs. Membership of Representative Bodies The advantages and disadvantages of membership of representative bodies are discussed below: Advantages Representative bodies promote the views of various parties in the organizations. Representative bodies help to promote common interest of the employees of the organization. Disadvantages It can be seen that sometimes the Representative bodies become influenced and do not promote the employees. This is a major interest. Steps Required to Recruit Staffs It can be seen that the companies in Ireland use some particular methods for the purpose of sourcing and screening candidates. For souring, both internal and external sources are used. In the process of internal sourcing, employees within the organization are selected for the vacant post. It reduces the cost of the company and it is a dependable source. On the other hand, there are many sources in external recruitment. They are websites, news papers, recruitment agencies, employment job fairs, advertisements and others[15]. Screening is the process of interviewing fewer candidates from a huge number of candidates. It can be seen that in Ireland, two processes are used for screening of the candidates. The first process is to use the job description and employee satisfaction to compare against the CV. The second process is to arrange short telephonic interview rounds to measure the candidates sustainability. These processes are largely beneficial for the companies as these screening processes help the companies to find the most appropriate employees for the organization. Thus reduces save both the time and cost of the companies[16]. Staff Training Processes It can be seen that there are some specific training processes that the business organizations of Ireland use to follow. Various training and development programs are organized for the new employees of the organization. As per the industry standard of Ireland, the companies use two types of training programs. They are on the job training and off the job training. These training programs are used on a regular basis in order to make the employees efficient towards their jobs. At the time of the training programs, it needs to be made sure that that appropriate aids and supporting materials are there for the training programs like proper training rooms, trainers, computers and many others. One of the major aspects of training and development programs in Ireland is to assess the suitability of the individuals at the time of training. In Ireland, training is not enough for the employees. The supervisors of the organization interact with the trainees to know the effectiveness of the trainin g and development program. These interactions help the organizations to identify the loopholes in the training and development programs and to provide the scope for improvement. Staff Evaluation Staff evaluation is considered as an important aspect in Ireland. Employee evaluation is done based on three periods; they are evaluation at the end of the first day or week; at the end of the first month and at the end of the probation period. The main objective of this evaluation process is to judge the effectiveness of the new employees in the organization. Apart from this, another objective of the evaluation process is to measure the effectiveness of recruitment process. In the process of staff evaluation, taking feedback on the performance of the employees is a crucial aspect. Most of the companies in Ireland use to take feedbacks on the evaluation of the employees. Feedbacks from different parties are taken on the performance of the employees. Based on the feedbacks, the employee performances are measured[17]. The evaluation process provides the scope for personal developments of the employees. From different types of feedbacks, the employees can recognize their strong and weak areas. After the identification of weak areas, the can work on them to make them into their strong areas[18]. Conclusion According to the above study, it can be said that supervisors play an integral part in the development of the organization along with the development of the employees. The main purpose of the supervisors is to take care of well being of the employees. It can be seen that there are four major methods of supervision in an organization. As per the above study, the Ireland has a well-developed process of staff sourcing and screening. The two major sources of staffs ate are the internal source and external source. The training and developed programs of Ireland help the new employees to become more efficient. Lastly, staff evaluation is very important for the overall betterment of the employees and the organization. Bibliographies "Local Government Act, 2001, Section 169".Irishstatutebook.ie, 2017. Online. Internet. 4 Apr. 2017. . Available: https://www.irishstatutebook.ie/eli/2001/act/37/section/169/enacted/en/html. "Recruitment and Selection".failteireland.ie, 2017. Online. Internet. 4 Apr. 2017. . Available: https://www.failteireland.ie/FailteIreland/media/WebsiteStructure/Documents/2_Develop_Your_Business/1_StartGrow_Your_Business/Recruitment-and-Selection.pdf. Allman, Keith, and Ximena Escobar De Nogales. "Sourcing and Screening."Impact Investment: A Practical Guide to Investment Process and Social Impact Analysis+ Website: 11-59. Boniface, Gail, et al. "Exploring the nature of peer and academic supervision on a role-emerging placement."British Journal of Occupational Therapy75.4 (2012): 196-201. Borders, L. DiAnne, et al. "Individual and triadic and group: Supervisee and supervisor perceptions of each modality."Counselor Education and Supervision51.4 (2012): 281-295. Brooks, Charles T., David A. Patterson, and Patrick M. McKiernan. "Group supervision attitudes: Supervisory practices fostering resistance to adoption of evidence-based practices."Qualitative report (Online)17.1 (2012): 191. Freedland, Mark, et al., eds.The contract of employment. Oxford University Press, 2016. Hair, Heather J. "The purpose and duration of supervision, and the training and discipline of supervisors: What social workers say they need to provide effective services."British Journal of Social Work(2012): bcs071. Hawkins, Peter, et al.Supervision in the helping professions. McGraw-Hill Education (UK), 2012. Kadushin, Alfred, and Daniel Harkness.Supervision in social work. Columbia University Press, 2014. Madaus, George F., Michael Scriven, and Daniel L. Stufflebeam, eds.Evaluation models: Viewpoints on educational and human services evaluation. Vol. 6. Springer Science Business Media, 2012. Parikh, Sejal B., Christopher Janson, and Tiffany Singleton. "Video journaling as a method of reflective practice."Counselor Education and Supervision51.1 (2012): 33-49. Posavac, Emil.Program evaluation: Methods and case studies. Routledge, 2015. Sechilariu, Manuela, Bao Chao Wang, and Fabrice Locment. "Supervision control for optimal energy cost management in DC microgrid: Design and simulation."International Journal of Electrical Power Energy Systems58 (2014): 140-149. Subhan, Arif. "Clinical Engineering Staffing."Journal of Clinical Engineering38.2 (2013): 47-48. Teague, Paul, and William K. Roche. "Line managers and the management of workplace conflict: evidence from Ireland."Human Resource Management Journal22.3 (2012): 235-251 Sechilariu, Manuela, Bao Chao Wang, and Fabrice Locment. "Supervision control for optimal energy cost management in DC microgrid: Design and simulation."International Journal of Electrical Power Energy Systems58 (2014): 140-149. Hawkins, Peter, et al.Supervision in the helping professions. McGraw-Hill Education (UK), 2012. Teague, Paul, and William K. Roche. "Line managers and the management of workplace conflict: evidence from Ireland."Human Resource Management Journal22.3 (2012): 235-251. air, Heather J. "The purpose and duration of supervision, and the training and discipline of supervisors: What social workers say they need to provide effective services."British Journal of Social Work(2012): bcs071. Kadushin, Alfred, and Daniel Harkness.Supervision in social work. Columbia University Press, 2014. Parikh, Sejal B., Christopher Janson, and Tiffany Singleton. "Video journaling as a method of reflective practice."Counselor Education and Supervision51.1 (2012): 33-49. Borders, L. DiAnne, et al. "Individual and triadic and group: Supervisee and supervisor perceptions of each modality."Counselor Education and Supervision51.4 (2012): 281-295. Brooks, Charles T., David A. Patterson, and Patrick M. McKiernan. "Group supervision attitudes: Supervisory practices fostering resistance to adoption of evidence-based practices."Qualitative report (Online)17.1 (2012): 191. Boniface, Gail, et al. "Exploring the nature of peer and academic supervision on a role-emerging placement."British Journal of Occupational Therapy75.4 (2012): 196-201. "Local Government Act, 2001, Section 169".Irishstatutebook.ie, 2017. Online. Internet. 4 Apr. 2017. . Available: https://www.irishstatutebook.ie/eli/2001/act/37/section/169/enacted/en/html. [11] "Local Government Act, 2001, Section 169".Irishstatutebook.ie, 2017. Online. Internet. 4 Apr. 2017. . Available: https://www.irishstatutebook.ie/eli/2001/act/37/section/169/enacted/en/html. Freedland, Mark, et al., eds.The contract of employment. Oxford University Press, 2016. Freedland, Mark, et al., eds.The contract of employment. Oxford University Press, 2016. Subhan, Arif. "Clinical Engineering Staffing."Journal of Clinical Engineering38.2 (2013): 47-48. "Recruitment and Selection".failteireland.ie, 2017. Online. Internet. 4 Apr. 2017. . Available: https://www.failteireland.ie/FailteIreland/media/WebsiteStructure/Documents/2_Develop_Your_Business/1_StartGrow_Your_Business/Recruitment-and-Selection.pdf. Allman, Keith, and Ximena Escobar De Nogales. "Sourcing and Screening."Impact Investment: A Practical Guide to Investment Process and Social Impact Analysis+ Website: 11-59. Madaus, George F., Michael Scriven, and Daniel L. Stufflebeam, eds.Evaluation models: Viewpoints on educational and human services evaluation. Vol. 6. Springer Science Business Media, 2012. Posavac, Emil.Program evaluation: Methods and case studies. Routledge, 2015.

Edocs Inc free essay sample

A no shop clause is common primarily in MA and private equity transactions and prevents the seller or investee/entrepreneur from looking for another bidder/investor- the reason for the inclusion of a no shop clause is that a buyer or investor plans to spend considerable time and resources conducting due diligence and does not want to run the risk of losing the deal or getting out-bid, hence the prevention from â€Å"shopping around. † CRV realizes that this is a hot market (VC commitments 21% CAGR for last 5 years) and that edocs represents a unique, high growth/return potential investment and wants to secure the deal for itself. CRV knows that edocs could take their term sheet and try to get other VCs to outbid/offer better terms to edocs and CRV wants to avoid a bidding war which would drive up the valuation (cost) and reduce CRV’s stake. This is also an important transaction for CRV, particularly for Jonathan Guerster, as this is his first VC transaction for CRV, so he wants to be sure he will not lose the deal. The CRV term sheet signifies instant certification and validation of the edocs business plan and investment opportunity- a no shop clause was necessary for CRV in order to hook in edocs without the fear of needing to enter a bidding war with another VC. However, from edocs perspective, there are both pros and cons to the no shop clause: The benefits for edocs include: ? Higher valuation, CRV term sheet acts as certification for the edocs opportunity and hence VCs will be willing to pay more to seal the deal on a high potential/lucrative deal; a higher valuation will mean that the founders will keep more of the company; which is also good for interest alignment/motivation; ? Renegotiation of key terms in favor of edocs the CRV term sheet would represent the best, most investor friendly option, thus any subsequent offer will need to adjust the terms to be more entrepreneur/edocs friendly or else they won’t get the deal- / minimum offer to edocs- opening up the bid, especially in a hot market such as 1998 could shift the bargaining power to edocs Cons for edocs: May not get additional bidders: edocs has spent months trying to find investors and they run a significant risk if they decide to shop around and in the end do not end up with any financing- time to market/first mover advantage is critical; Negative signaling- the fact the edocs would dump the first, highly credible/experienced investor interested in their business could be a sign to other VCs of the quality and commitment of the sponsors- such an act of defiance could make other VCs questions whether putting up a competing bid would be worth their time- they would not want to get far in the negotiations only to have edocs sell out the first offer they are given; Inability to raise full amount: While $2M may be easy to raise, it may be more difficult to find one investor willing to put in $4M; edocs may even have to try to negotiate with 2 or more parties and that may make the entire negotiation much more difficult and would put edocs in an even worse bargaining position; CRV has an excellent network from which to source the $2M and is able to put up the full $4M if need be. If edocs thinks they can renegotiate some of the stickier/more sensitive elements of the term sheet with CRV then it would be beneficial to allow the no shop clause- this would enable them to access much needed funding quickly when timing to market is crucial. The deal on the table would still leave majority control with the founders. On the other hand, if edocs does not think it can renegotiate key terms then it should not accept the no shop clause. I would advise edocs to accept the no shop clause but narrow the time window (i. e. 20-30 days max) so that CRV will need to act fast in its due diligence and come quickly to a conclusion so that if negotiations do deteriorate then edocs can, without having lost too much time, go back to the market and try to find another financier- in this way they can accept the term while putting pressure back on CRV to make good on/improve the deal on the table. 2. What was the most contentious negotiating point (see Exhibit 7)? Why? Guerster (CRV) on one hand proposes a financing round of $4M against the issuance of Series A Convertible Preferred Stock (CPS). CRV would make an investment of $2M and in line with their general financing model, CRV will also search for one other top-tier venture firm to put in the remaining $2M. However, if no venture firm appears to be willing to put down the $2M, CRV will close the gap. As remuneration for the additional direct financing, CRV does require 500,000 of warrants (exercisable at $0. 10 per share, duration of 3 years) for common shares in addition to the Series A CPS. Although the edocs idea sounds very profitable, CRV is also taking a huge risk with this venture investment. If no other investor is convinced of the potential of the edocs business model, CRV will suffer financial damage. First of all, CRV would need to come up with an additional $2M and the news about this failed collaboration will also damage the edocs investment. Therefore, CRV will argue that it needs some measure of compensation for such damages. In addition, CRV could argue that the idea behind the syndication is to give the investment company (edocs) access to a diverse network and to provide a stronger financial syndicate. So in fact, CRV has the best interest of the portfolio company in mind. Edocs, on the other hand, will argue that CRV, based on the firm valuation, has proposed an investment amount and that CRV should also be responsible for raising the funds. There is no justifiable business reason for penalizing the founders if CRV is not successful in finding a syndicate partner. The founders would not want to bear the risk and the costs of CRV not finding a co-investor. It is not likely that edocs will accept this warrant arrangement, especially since the VC market is booming. The founders even have an offer for their company readily waiting for them back home. Guerster on the other hand will be conservative in his negotiations on behalf of CRV. First of all, Guerster is taking a huge reputational risk with this investment. Secondly, Guerster is a new recruit at CRV and will not want to take big risks for his first deal. He needs to close the deal in a way that CRV’s interests are best secured. 3. What are the most important terms for edocs (Kevin Laracey)? Below is an overview of the most important terms for edocs: Valuation CRV was offering a $10. 5 M valuation for edocs. Considering the increase in the venture investments, Laracey had to make sure that edocs was taking advantage of the competition between VCs while maintaining edocs’ first mover advantage. CRV had after all identified two of edocs’ competitors Just-in Time Solutions (JITS) and Bluegill as a potential investment target so Laracey did not have too much time to negotiate. CEO Position The proposed documents mention that CRV intends to hire a new CEO to run edocs. However, Kevin Laracey clearly wants to stay in charge of edocs operations. Laracey, together with Canekeratne, has developed the innovative idea behind the edocs software product and business model. Both guys have invested their personal savings in developing product in the early stage. Furthermore, Laracey has initiated some strategically important developments for edocs. As an example, Laracey arranged a partnership agreement with CheckFree which was a leading provider of electronic payment and bill presentment services. Following this agreement, Laracey signed a Technology Partnership agreement with CyberCash, the leading provider of technology that enabled secure payments over the internet (credit card/checking account). This strategic partnership enabled the recipients of online bills (edocs generated messages) to make the payments online with just a click on a button. Laracey early on recognized that this would be an important service for future clients of edocs. Taking into account the technical knowledge, industry experience, the commitment and the dedication to develop edocs into a large and successful company, it is understandable that Laracey was not willing to step aside at this stage. After all the hard work in bringing an idea into life, Laracey wants to bring the company to the next level, at least until his limited managerial experience are no longer sufficient to run edocs. Board of Directors (BOD) As regards the composition of the BOD, two issues are of importance for the founders of edocs. The current draft term sheet first of all appoints only one of the founders as a board member. CRV would have two representatives on the board of directors and two outside directors would be appointed after approval by both parties. Before appointing a new CEO by CRV, the BOD would therefore consist of five board members with only Laracey as the representative of the founders. Considering their equity position and their involvement in the company, edocs founders would require a more strong representation on the board. We can imagine that edocs would like to appoint one of the founders as the chairman of the BOD. Secondly, the above described composition of the BOD excludes Canekeratne from a position in the BOD. It is very important for Laracey that his partner from the very first beginning of edocs has a seat on the BOD. First of all, Canekeratne has co-invested in the development of the edocs software and he has served as a key technical advisor to the edocs team. In addition, Canekeatne and his family have helped to facilitate the off shore development of edocs’ software by giving access to software development personnel in Sri Lanka (family had a company in Sri Lanka). Vesting schedule CRV has proposed a vesting schedule of 48 months for the founders’ options (total of 1. 5M). The proposed vesting scheme stipulates a 12-month cliff and linear vesting thereafter. The founders’ shares would vest for 25% on closing and with a linear vesting of 36 months for the remainder shares. Considering the quality and the experience of the founding team, CRV does not want to run the risk that the founders will leave with their equity position after the investment. Laracey feels that vesting of the founder shares is as a signal of mistrust. The founders have already incorporated edocs, Inc. and already own an equity stake in the company. The edocs founders do not want to be tied down by CRV. The founders are already committed to the product and to the company and they are not planning to leave the company. The founders do not need a vesting scheme to stay motivated and committed to the company. Warrants This first financing round against the issuance of Series A Convertible Preferred Stock is for a total amount of $4M. CRV would make an investment of $2M and in line with their general financing model, CRV will also search for one other top-tier venture firm to put in the remaining $2M. If no venture firm is willing to co-invest, CRV will close the gap of $2M. For this additional direct financing, CRV request for 500,000 of warrants (exercisable at $0. 10 per share, duration of 3 years) for common shares. The founders want to protect and maintain their equity stake in the company. This warrant scheme will chip away from their equity position and give CRV cheap warrants. The founders will not want to bear the risk of CRV not finding a co-investor. Anti-dilution and Right of first refusal Anti-dilution provision allows investors to maintain their equity position in the company in light of subsequent equity issances. In case of a weigthed average basis, there is a re-pricing of the investors’ shares in the event that the subsequent stock issuance is at a lower price. In such an event, the conversion price is reset based on an average of all the prices at which the company has sold stock. edocs, a company in its start-up phase, will consider this instrument as an impediment to future financings. In addition to the general anti-dilution provision, CRV proposes a â€Å"pay to play† provision. Based on this provision, stockholders are required to participate in subsequent stock offering in order to benefit from the antidilution protection. Edocs could request removal of this harsh provision since it could scare away future minority investors. Similar to a call option, the investor wants to secure that in the event that one of the founders decides to sell their shares, an offer is made to the investors. This does mean that the founders will have limited freedom to choose future investors in the edocs company. This limited flexibility is worriesome for the founders. However, our recommendation would be to use this provision as small change in their negotiations with CRV. 4. What are the most important terms for Charles River Ventures (Jonathan Guerster)? CRV, i. e. Jonathon Guerster is aware that the market conditions are dictating the need for CRV to act quickly. This is the reason why CRV offered the term sheet right at their initial presentation. Valuation Considering the stage of the product development, the very ambitious business plan and some of the amounts raised by the comparable firms, post money of $10. 5M seems fair from the CRV side. Also, CRV has committed to finance $2M and to shop for another $2M investor for 45 days. Guerster has canvassed bill presentment solution companies and knows that edocs is a possible star, but since he’s a newcomer in CRV and his reputation is at stake, he’s trying to acquire some cheap equity through warrants, rather than, as he’s trying to present to Laracey, a buffer for unsuccessful co-investor search. Laracey as future CEO CRV wants to keep the right to hire a new CEO according to the proposed board representation structure. Laracey has indeed ambition to stay in charge, he has organized and developed with Canekeratne the online billing and payment solution and strategically directed the company by signing several win-win partnership agreements. But at that point, Laracey didn’t have much senior managerial experience, was 33 years old and had no experience in dealing with VCs. If CRV is not satisfied with the work done by Laracey, they want to have an option to place someone more adequate for this position. Antidilution CRV is not demanding a ratchet provision, but instead more company-friendly weighted average provision, but in the same time insisting on a pay-to-play provision. CRV wants to protect itself since edocs will need syndication in subsequent financing rounds, and CRV preference is to act as lead investor, but since in the draft term sheet is not defined how the pay-to-play† provision is going to be restructured, it could range from losing some of the preferential features (participation rights, voting rights, all or a portion of the liquidation preference etc) to complete loss of all preferential rights. Right of First Refusal/Right of Co-Sale It is important for CRV to have a right to participate in any subsequent equity financing either through option of first offer (RoFR) or right to co-sale its shares along with shareholders of Common or equivalent- this prevents dilution, and potential to acquire more of the company, if things go well, and the freedom to sell, if things go poorly. 5. Why would edocs ask for a second term sheet from CRV? If no, why not? If yes, which terms should bechanged in the second term sheet? Taking into account that edocs has just finished its product development stage and given the state of the VC market, it is legitimate for edocs to ask for second term sheet. Adjusted provisions should include: ? Higher valuation. Favorable market conditions, admitted by Guerster himself, are pushing valuations upwards. Strategically, CRV left some wiggle room if it gets into the bidding war for edocs, so Laracey and the rest of the team could hammer out better valuation by shopping the deal to other VCs. Otherwise, the issuance of warrants, stock options, buy-back provisions or other earn in options could sweeten the deal for edocs founders. ? Expulsion of warrants as a method of compensation. The responsibility for not finding a co-investor should lie solely on CRV, and not on edocs and that’s why it’s unacceptable for edocs to give up of 5% shareholding for $50,000. ? Give Laracey a proper chance. Edocs should fight for it’s CEO, since he has showed already outstanding results, and CRV should give him a chance to manage a company.