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William B. Asher, Jr.

Testa, Hurwitz & Thibeault, LLP

Boston, MA

617 / 248-7000

asher@tht.com

tht.com

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Should I and my co-founders be personally responsible for the company's representations and warranties in our venture capital financing documents?
Whether you are responsible for the representations and warranties is a matter of negotiation. Investors typically expect founders to stand behind the company's factual statements in a seed stage or first round financing. Personal liability is a means to ensure that written disclosure is carefully and completely made, not an insurance policy. Founders should try to negotiate a standard of care that is limited to their own personal knowledge or to certain key topics.
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