Venture Capital William B. Asher, Jr. Testa, Hurwitz & Thibeault, LLP Boston, MA 617 / 248-7000 asher@tht.com tht.com		What can be done to avoid disagreements between different classes of investors that might affect my ability to take important corporate actions? Adopt the position from the start that approvals of all major transactions (sale of business, financing, etc.) can be made with a specified percentage in interest of the entire investor group. A supermajority (such as 2/3 or 3/4) is common, with shares counted on a common equivalent basis. Class votes should be limited to matters which adversely affect the express terms of the securities of that class, such changes in dividend rates, liquidation preferences or redemption amounts.

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