SPECIAL REPORT

Deal Structure for the Healthcare Entrepreneur:

A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

By Luis Pareras Published by Greenbranch Publishing, LLC Copyright 2012 by Greenbranch Publishing, LLC. All rights reserved.

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Copyright 2012 by Greenbranch Publishing, LLC. All rights reserved. Published by Greenbranch Publishing, LLC PO Box 208 Phoenix, MD 21131 Phone: (800) 933-3711 Fax: (410) 329-1510 Email: info@greenbranch.com www.greenbranch.com All rights reserved. No part of this publication may be reproduced or transmitted in any form, by any means, without prior written permission of Greenbranch Publishing, LLC. Routine photocopying or electronic distribution to others is a copyright violation.

About the Author

Luis Pareras, MD, PhD, MBA, is a neurosurgeon and Director of Innovation and Entrepreneurship at the Barcelona Medical Association. He serves on the boards of several healthcare start-up companies and he holds a Global Executive MBA from the IESE Business School. Pareras is a physician-entrepreneur, being involved in the launch of Medicine Television, where he served as General Manager for 5 years. He advised venture capital firms in their healthcare investments, providing deal flow and healthcare sector analysis, and he serves on the investing committee of Alta Partners Venture Capital Fund, as a specialist in healthcare investments. Dr. Pareras is also Director of Healthequity, a venture capital firm investing in the life sciences, medical devices and healthcare services.

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Deal Structure for the Healthcare Entrepreneur:

A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

Many healthcare entrepreneurs understand very well the economic aspects of the negotiation. But there are other aspects equal to or even more important that should not be overlooked. When investors analyze a venture capital investment, fundamentally they are looking for: Getting the maximum return on their investment. Reducing to the minimum their risk in the investment. Controlling the possible conflicts of interest that inevitably can emerge during the relationship with the entrepreneurs. Therefore, regardless of the companys valuation, investors and entrepreneurs should tackle a series of questions in order to allow the investors to: Align the interests of both parties and push all of them in the same direction (incentives, stock options, and so on). Protect their investment. Control the decisions that are being made in the company (where the money is invested). Therefore, the possibility that the negotiation ends successfully depends on the capacity of both parties to reach a good relationship framework, and regulate their future coexistence by a series of agreements that minimize the conflicts of interest. These mechanisms and financial instruments that the investors and entrepreneurs use to design and structure their investment agreements are known as deal structure which once negotiated and approved, allow for the shaping of the relationship that is being initiated (Figure 1). Logically, each side has its own point of view and objectives to defend, and it is not an easy negotiation. From the investors point of view, the best agreement is one that: Provides common incentives to both parties for, on one hand, the company to grow and to have the maximum possible profits and, on the other hand, to protect their interests. Allows an exit from the company (disinvestment) at the most opportune moment so that the investors can reap their efforts. From the entrepreneurs point of view, there is the wish to retain the highest percentage of ownership of the company as possible for themselves. This makes sense because the entrepreneurs are betting a lot on their project and should feel that the company belongs to them in good proportion. Contrary to the fear many entrepreneurs have, this discussion usually ends up being fair for both the venture capitalists and the entrepreneurs, 1

ALUATION DOES NOT STAND ALONE .

FIGURE 1.

Deal Structure for the Healthcare Entrepreneur: A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

Deal Structure for the Healthcare Entrepreneur: A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

given that if the entrepreneurs lose too much ownership in the company and end up with a very small percentage of participation, they can lose the motivation and enthusiasm in the project, and this does not benefit anybody. Investors know that the entrepreneurs leadership is fundamental for the future success of the company and as we will see, they try not to stretch beyond what is reasonable at this point. In this report we will see 21 issues that should be negotiated with the venture capitalists before arriving at a definitive agreement.1 The reader will notice that we will use a specialized jargon that is used continually in the sector. Perhaps the terminology is unknown to healthcare professionals but we will make an effort to explain it in the most comprehensive way, because it is worth the pain for the entrepreneurs to have a general understanding of the terms that are used during negotiations.

PROVISIONS TO ALIGN BOTH PARTIES INTERESTS

One of the most important topics for negotiating the venture capital investment in the future company is the definition of incentives for the entrepreneurs, in a form that makes the company grow according to the plan. These are the agreed expectations they assume as a reward for their labor. This is very important for both parties, given that in this way the entrepreneurs begin to see their idea moving forward and the investors are assured that the entrepreneurs are moving in the right direction at that moment. Among the questions that are included in these clauses of aligning interests we can find: The basic remuneration of the companys key people, including stock grants and options for the entrepreneurs at predetermined times in the companys evolution. In what circumstances the Board of Directors can fire the entrepreneurs (and the economic compensation that will be paid to the entrepreneurs in this case). Non-compete clauses if they leave the company, meaning the time during which they cannot deal with clients, providers, or related people within the sector after leaving. Benefits the entrepreneurs may receive in the case of meeting or surpassing their objectives.

(1) Stock Grants and Stock Options

Entrepreneurs have a lot of information about their project and the healthcare sector. Normally investors are at a disadvantage when it comes to accessing to this information. Lets not forget that for the investors each company is one of a portfolio of companies that they is investing in, while that for the entrepreneurs, their company is probably the project of their life. Investors always try to align the entrepreneurs interests with their own to ensure the maximum cooperation. If the entrepreneurs have a reward for going in a direction that assures a good economic return for the investors, it is clear that the collaboration between both parties grows significantly. One of the most common formulas to align both interests consists of the transfer of shares that directly increase the ownership percentage for the entrepreneur, known as stock options. These options grant the possibility of buying future shares in the company at a predetermined price that is usually lower than the price the company could charge if everything goes well. These mechanisms usually are associated with reaching important goals and milestones (aligned with the venture capitalists interests), such as: Earning profits above an agreed upon amount.
Deal Structure for the Healthcare Entrepreneur: A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

Creating the conditions for a satisfactory exit from the company on behalf of the venture capitalists (disinvestment). Capturing clients or important partners for the future of the company, among many others.

(2) Transfer of Shares Plan to the Entrepreneurs (Vesting Rights)

Besides the binding agreement of predetermined share transfers to the entrepreneur depending on the companys results, entrepreneurs and investors usually agree to automatic transfers over a specific period of time, in order to keep the entrepreneurs from being tempted to abandon their position in the company and to start another new idea. If the entrepreneurs are guaranteed an increase in participation in the company over the following year, for example, it will be much harder for them to leave the project.

(3) Conditions for Firing Entrepreneurs

This is a very delicate topic in the discussion between entrepreneurs and investors, as the entrepreneurs logically consider this subject as an attack on their potential to lead their project in the future. Nevertheless, it is a topic that needs to be dealt with and made clear before arriving at a definitive agreement. A recently created company, as it grows and moves forward in the attainment of its objectives can, over a period of time, come to need entrepreneurial capabilities and/or different managers from those at the time of creation. It is possible that at some time in the start-ups evolution, a more experienced CEO or general manager could allow the company to grow faster. This is not necessarily bad news for the entrepreneurs; on the contrary, it will likely mean that their company has had great success and that they need to professionalize the management. And it does not mean that the entrepreneurs are losing their position of influence; it simply asks them to show more confidence in other experts in order to continue creating value for all (investors and entrepreneurs). Lets remember that ownership of the company and its management (rights of control) are different things: the entrepreneurs can continue being the owners of a good portion of the company while allowing others to manage it. In many instances, this loss of position can be negotiated by adding compensation with more company shares or any other way that seems reasonable. When the firing is the result of a series of more dramatic reasons, such as for example the noncompliance with the Board of Directors instructions or the inappropriate conduct in the withdrawal of funds from the company, things are different, and should be analyzed on a case by case basis.

(4) Conditions for the Voluntary Exit of Entrepreneurs

In spite of all the efforts to align both parties interests, at times entrepreneurs are tempted by a different project and they decide to leave the company. On other occasions, this exit is the cause of a retirement, an accident, or the death of someone important in the company. Therefore, many agreements include buyback provisions so that the company can buy back all or part of the shares from the entrepreneurs at a predetermined price in the event that they leave the project. This predetermined price usually depends on: The circumstances of the exit. The time that they have spent with the company. The market value of the company, among many other things.
Deal Structure for the Healthcare Entrepreneur: A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

For example, frequently the entrepreneurs that are leaving make an agreement on the sale of shares at nominal cost price. If on the other hand, it is a sickness or retirement, it can have been agreed that the entrepreneurs receive the total value of all their shares or that they can retain a part of them.

(5) Non-c compete Provisions

This is another of the clauses that in practice is difficult on a major level in the relationship between healthcare entrepreneurs and venture capitalists. This provision is negotiated to stop the people that are leaving the company from using the information, contacts, and the sector knowledge to compete with the company that they are leaving from their position in a new company. It also includes clauses that stop them from personally creating a start-up or making transactions with well-known clients or providers. Logically, the non-compete provision has a time limit from the time it goes into effect, for example two or three years. This tries to avoid the feeling that entrepreneurs are losing everything and all their freedom to try to create a new start-up in the future. They just lose that freedom for a specific time frame.

(6) Salaries: Founder and Managements Compensations

This topic was already dealt with during the analysis of the business plan (these numbers are already in the financial projections). After the valuation of the company, investors will deal with this topic in a more open way with entrepreneurs. The salaries proposed by the start-up management team are rarely discussed, but without a doubt, should be reasonable: For the salary levels in the sector. For the level of responsibility of each one of the founders and managers. For the perception of value that they contribute to the company as a whole. Salaries should not be too high, spurring the concern by the investors that there will never be a sufficient stimulus to make the company grow (having an already satisfactory economic situation), nor too low, offering a image of low self assessment on the part of the start-up team. Salaries should be perceived by all as fair and balanced in the circumstances.

(7) Bonuses According to Objectives

The start-up world is a competitive one. Some of the key founders/managers will be investing their time and efforts in something that is not a certain success. Therefore, bonuses are commonly established depending on the results that make the collaboration most attractive for all. A great risk is, logically, something that should have a greater profit. Lets not forget that if the entrepreneur wins, the investor wins, in the symbiotic relationship always present between both.

PROVISIONS TO PROTECT THE INVESTMENT

Between the entrepreneurial team and the investors that finance the idea, there is usually a great difference in knowledge about the new company, including the sector where the new company is operating. This is especially certain in the projects of the health sector, given that there is a strong research and development component, and the investors
Deal Structure for the Healthcare Entrepreneur: A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

lack the technical knowledge needed to evaluate the managers decisions in the new company. Given that the investors contribute a good part of the necessary money for the running of it, it is logical and understandable that they develop a series of provisions and mechanisms to protect their investment. These issues also will have to be dealt with in the venture capital negotiations and they include: Phased investment, contribution of capital by milestones. Preferred stock versus common stock shares. Convertible debt versus normal debt. Common stock purchase rights tied to (poor) performance (call option). Obligatory share redemption (put option). Automatic conversion in certain situations. Antidilution provisions. Restrictions on the transfer of control. Issuing of new shares. Preferences of liquidation. Shares sale rights. Circuits and access rights to the companys information.

(8) Phased Contribution of Capital in Milestones

This provision represents one of the most distinctive characteristics of the investment of venture capital. When a new company tries to get financing it usually does not need all the money at once. In place of contributing all their money at one time, investors prefer to contribute capital in stages, monitoring the company and deciding if they want to continue injecting the promised capital or not, minimizing therefore in a sensible way their risk. The investor can decide not to continue funding if: The entrepreneurial team does not comply with the expectations. The team is detouring greatly from the initial plan. The market is no longer attractive for the investor. The entrepreneurs that in this phase are enthusiastic with beginning the project commonly accept this type of investment and concentrate on growth, because if they do so the possibilities of success are greater for both parties. For example, lets suppose that healthcare entrepreneurs have designed and patented a new medical device that improves the reading of an infants temperature. To raise capital, they apply for a sufficient amount (lets suppose $1,000,000) to manufacture the prototype, do the clinical study, arrive at distribution agreements, manufacture 1,000 units, and start selling them to different hospitals. The venture capitalists evaluate the project, believe in it and ultimately complete a due diligence, agree with them on the terms of the agreement, and decide to invest. The investment in milestones in this case would mean that the venture capitalists would not invest the total amount of the money, but rather only the first necessary part in order to manufacture the prototype ($300,000), promising to contribute the rest when the prototype is completed. With each new milestone accomplished, the entrepreneurs receive a new infusion of money. It is a very reasonable agreement for both parties interests. With it: The entrepreneurs know that if things go well, venture capitalists will invest a total of $1,000,000 in the new company. The investors reduce their risk because if the prototype is not completed, they do not
Deal Structure for the Healthcare Entrepreneur: A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

lose the total amount, but only $300,000. The previous example is a good model of financing in milestones intra-round. One million dollars is solicited and capital is contributed in milestones. Another variant of the investment in stages is the inter-round, that is more complex, but for now will remain outside the scope of this report. Lets suppose that the same entrepreneurs have successfully completed their first year of company activity, have already sold the 1,000 units and are planning an ambitious expansion to sell those devices throughout the world. The second year they want to dedicate their efforts to expanding sales through Europe, and the third year to the whole world. It is likely then that they need to ask for more money to finance the accelerated growth of the sales. In this case, the entrepreneurs can decide then to go for a second round of financing (asking for $3,000,000), and after, a third round of financing (asking for $6,000,000). These different rounds are considered different investments, and different venture capital companies participate. The investment in milestones therefore allows: The venture capitalists have the option of leaving or of reevaluating the project, basing the decision on the new information that they have about its evolution. Better management of the possible conflicts between entrepreneurs and investors, aligning both parties objectives.

(9) Preferred Stock Versus Common Stock

When investors and entrepreneurs agree on the valuation of the company, the investors try, as we have seen, to: Increase their profits to the maximum when things are going well. Reduce to a minimum their losses if things go badly. Entrepreneurs on the other hand try to get the risk/profit to be shared equally by both parties. In order to regulate these different objectives, the sector uses two types of shares, the preferred stock and common stock. Investors prefer to receive preferred stock because it represents a participation in the capital in a priority form, with advantages (and some drawbacks as we will see later on) over common stock. This preferred stock involves therefore, less risk that common shares, because they can: Be returned back to the investors before the common stock in the case the company fails and is liquidated. Be converted into common stock if the company does well, in a way that the shareholder can profit from the good results of the company. Entrepreneurs almost always receive common stock (unless their power of negotiations is very high). These shares are the last ones to be returned in the case of liquidation of the company, therefore they are shares with a higher risk. This is a good incentive because the entrepreneurs know that if the company does poorly, they will be the last to receive something from its liquidation. Lets remember for a moment the order of priority in the cashing out of money when liquidating a company: Debt. Convertible debt. Convertible preferred stock. Common stock. This means that if a company fails, the sale of the assets from that company will be
Deal Structure for the Healthcare Entrepreneur: A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

designated in the first place to pay the debt (banks, creditors, and so on); in the second place, the convertible debt will be paid (we will look at this later); next, the preferred stock; and lastly, the common stock. Common stock does have some advantages. These shares have the best potential of earning profits, and therefore the investors are going to convert their preferred stock to common stock as risk decreases and the company becomes more solid. The common stock also provides a greater degree of rights over the control of the company.

(10) Convertible Debt Versus Debt

Occasionally investors prefer that the money that they have injected into a company is considered debt, because we have already seen that the debt has greater priority of being recouped if things go bad. In the case of liquidation, the debt holders are returned the money before the holders of shares, be it preferred or common. Therefore, occasionally venture capitalists use convertible debt, which is nothing more than a loan to the company (in place of an investment). This loan that can be converted into shares depending on a series of conditions. This gives the investors the option of being able to choose at all times between debt or capital, again being able to reduce risk of their investment. A good example of convertible debt is the participative loans that are convertible into shares under some predetermined conditions. We will not analyze this participative loan concept in detail here but it is important to know that it is especially beneficial in entrepreneurial initiatives because in business, they are not de-capitalizing the start-up, although in the balance they are considered as a long-term loan.

(11) Put-C Call Options for the Investor Bound to Objectives

Occasionally, the investor can demand that the entrepreneurs cede part or all of their shares of the company if a series of objectives are not being met. In order to make this happen, options are used on the shares that can be executed by the investors (similar to those that we saw before, but in favor of the investors instead of the entrepreneurs). In this way, the venture capitalist can acquire additional common stock if the company does not comply with the financial objectives or with the agreed plan. This is usually negotiated in parallel to the options of share buying on the part of the entrepreneur and the bonuses, in a way that it is bound to the success or the failure, to the increase or the decrease of participation in the company on the part of the entrepreneur. Entrepreneurs, in the same way, get bonuses in the form of common stock if the company surpasses the predicted revenue projections. This mechanism is used by the venture capitalists in order to give themselves control over a bad manager.

(12) Redemption Rights for Shares

Using this clause, investors can ask for the reimbursement of their investment at any time. So, the venture capitalists can at any time force the sale of their shares at the same price they paid, reselling their shares to the company.

(13) Antidilution Provisions

Start-ups usually need more than one round of financing before being able to survive on their own. When one of these companies is going for a second round of financing: Either the current partners increase their participation contributing capital in a proportionate way to the new investment. Or the participation of the existing partners (entrepreneurs and investors) will be diDeal Structure for the Healthcare Entrepreneur: A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

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luted with the entrance of new capital growth. Venture capital deals usually include antidilution provisions whose objective is, as its name indicates, to avoid the dilution when a new partner enters the company. These provisions are instrumental in the form of options that allow conversion of preferred stock into common stock at a price that compensates the entry of new capital.

(14) Automatic Conversion

This is another mechanism used by investors to avoid dilution. In specific circumstances, the entrepreneurs can split the shares, issuing special dividends, dividing the value of their shares, or selling them at a lower price than that initially paid by the investor. In order to avoid this, some conditions (bound to some pre-agreed events) cause some preferred stock to be converted automatically into common stock.

(15) Restrictions on Transference of Control

Venture capitalists do not invest in ideas but in their execution. Therefore, they invest in human teams, in people that are going to carry out that idea. Logically they want to protect themselves from any change in leadership in the company. A sale of shares is one of the circumstances that could completely change the control of the company, and therefore in the agreement, the investors pay special attention to the associated restrictions of the possible transferences of control. Investors usually demand that the founders not be able to sell their common shares without investors expressed consent, or, as a more reasonable alternative, that the entrepreneurs will be forced to offer a first right to buy (call option) to the investors in the case where entrepreneurs want to leave the company.

(16) Issuing of New Shares

If the results of the company are good, investors love to have the option of increasing their capital contribution in order to have greater participation in the company. If the start-up has surpassed its expectations and shows excellent progress, it is possible that the entrepreneurs as well as the investors will decide to take advantage of the opportunity to invest additional money. Therefore, to negotiate the agreement, the venture capitalists try to include a clause that allows them to reinvest if they want to. On the other hand, the entrepreneurs can ask that this new investment (motivated, lets not forget, by the success of the company), be done at a higher valuation, reflecting the excellent evolution of the company. One of the most common forms of guaranteeing that right consists of agreeing on the existence of preemptive and first refusal rights on all new issues of shares. So, the venture capitalists are assured of being able to participate, if they want to, in the new round of financing, acquiring an option to invest in the future. This sometimes means as well that the entrepreneurs will not be able to get additional financing without the approval of the existing investor.

(17) Liquidation Preferences

This part of the agreement sets the order of preference in which the shareholder is repaid if things go badly and the company is liquidated. We cannot forget that venture capitalists invest with a very clear objective: to disinvest in the future. They do not have any vocation of permanence.
Deal Structure for the Healthcare Entrepreneur: A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

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This makes them very predictable, because: If the company is going very well, they will want to inject more money in order to increase their investment to the maximum If the company is going well, they will look for a buyer for their shares, usually in the same sector where the new company operates. If the company is going poorly, they will want to liquidate it (selling their shares, although usually at a lower price than their real value). Therefore, investors try to put into writing that they have preference to profit from the remains of the company in case of liquidation, until recouping 100 percent of the value of their shares, and from that moment on the entrepreneurs will also begin to profit from their own shares.

(18) Tag Along Rights Drag Along Rights

The venture capitalists need to obtain an agreement that allows them to leave under the best conditions and above all, at the time they deem appropriate. There are two instruments that allow them to do this: The tag along rights that force the entrepreneurs to be able to sell their shares to a third party only when the buyers extend their offer also to the shareholders/investors under the same terms and conditions. The venture capitalists need to cover their backs in case the entrepreneurs want to leave the company first. The drag along rights, that try to obligate the entrepreneurs to sell their own shares in case there is a buyer that wants to buy them all at a satisfactory price. This condition is not usually well-received by entrepreneurs, but needs to be discussed at some time during the negotiation.

(19) Circuits and Rights for Accessing Company Information

We have already seen that the due diligence process tries to reduce the imbalance of the information that exists between the healthcare entrepreneurs and the venture capitalists. We cannot forget that the difference of information will continue to exist during the companys whole life. Therefore, the negotiations usually include a series of provisions that sets the rights of access to the companys information that the investors have. Investors need to be guaranteed access to truthful information. This is important for them because it allow them to control the evolution of the company and to react in time to any change of results. The information is important in order to plan reinvestment if it is necessary, and, also, to better plan the conditions of their exit from the company when the moment arrives.

PROVISIONS FOR CONTROLLING THE DECISION-M MAKING PROCESS

As we have analyzed, the venture capitalists prefer to take preferred stock because it gives them better control of the risk. But we have also seen that this type of stock means less theoretical control over the company. Therefore, venture capitalists need to enable effective forms of control over the decisions that are being made in the company, independently from their having or not having a majority position in it, in order to stop the entrepreneurs from making decisions against investors interests. To guarantee a better control of the company they will include:
Deal Structure for the Healthcare Entrepreneur: A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

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The presence of one or more members of the venture capital company on the Board of Directors. Veto rights.

(20) Presence of Investors on the Board of Directors

The representation on the Board of Directors is a key aspect for the venture capitalists. Depending on the amount of the investment, the investors can have more than just one seat on the Board. This is great for the entrepreneurs. It will be an important help because parties are equally interested in the success of the project and investors contribute much more than capital. They contribute contacts, their network of influence, and their experience in the field of the business, all of it extremely important for any start-up project. The entrepreneurs also have, of course, their seats on the Board of Directors and they contribute their experience also. In the case of the health sector, it is the scientific and technical knowledge that has motivated the birth of the new company. When the Board is controlled (with more than 50 percent) by the entrepreneurs, investors usually require the inclusion of norms that demand better qualifications in order to make important decisions. This means that key issues will require more than 50 percent approval by the Board. The functions of the Board are: To collaborate in the strategy definition of the company. To provide clients and suppliers. To provide a network of contacts. To attract the entrance of new capital if needed. To select and pay the key people. To be watchful of the business ethics and the good practices of the company.

(21) Veto Rights

If the investors have minority participation, they will try to guarantee the control over big decisions and operations in the company, normally by means of veto rights over: Sale of shares. Entrance of new capital into the company. Solicitation of loans to financial entities that indebt the company. Extra expenditures. Contracts and conditions of the key company positions. Generally, any modification that suggests a change of strategy in the company.

CONCLUSIONS
These 21 issues are necessary to pay attention to during the venture capital negotiation. One cannot forget, in any case, that the interest of both parties is the same: to make the company succeed. It is common that these tricky topics be tackled as part of negotiating an agreement and establishing a healthy and honest reference framework for the relationship. If the company does well, a confident relationship is established between both parties generating trust that will allow teamwork. The venture capitalist and the entrepreneur are very motivated to move this forward and to collaborate, and a good combination of incentives and obligations on each part will contribute to its success without a doubt.

Deal Structure for the Healthcare Entrepreneur: A Guide to Achieve Maximum Return, Minimal Risk and Maintain Control of the Decision Making Process

Bibliography
(1) ROURE, Juan; SEGURADO, Juan Luis. Negociando una operacion de capital riesgo (II): estructuacin del acuerdo e intrumentos contractuales, IESE publishing, 2-606023, EN-11, 2005.