Rocco

private capital/vc/startups; ip; data protection/privacy; technology/media/gaming.

[Rocco @moballerg]

That combination, public enough to be found, private enough to be trusted, is the end state worth modelling toward.

[Tola @adetolaov]

https://t.co/sIglx87enY

[⭕️ CIRCLE LLP @CircleLLP]

CircleLLP at @AfricaTechSMT 🇰🇪

CircleLLP will be attending Africa Tech Summit in Nairobi this week. We’ll be on the ground engaging founders, investors, operators, and regulators across technology, data, fintech, gaming, infrastructure, and cross-border expansion.

[Rocco @moballerg]

The right goal is to allocate your year optimally, not your day…

[a16z @a16z]

https://t.co/1Hdgrkd7WL

[Rocco @moballerg]

Think in the morning. Act in the noon. Eat in the evening. Sleep in the night.
-W. Blake

[Rocco @moballerg]

Sound of Silence - Disturbed’s cover or the guitar solo at the end of Purple Rain.

[Rocco @moballerg]

You train for months, study tape, lift heavy…
Then the fight ends because someone misplaced their finger. #UFC321

[Rocco @moballerg]

So disappointing… #ufc321

[Rocco @moballerg]

Chama! #ufc320

[Rocco @moballerg]

I just got off reviewing three “monster” agreements. Each about 50 pages. All tied to the same transaction.

And I had two days to get through them (to keep the deal's momentum) while juggling other client work, calls, a speaking engagement, an alumni event, and family time. Somehow, I pulled through.

This isn’t unique to me. As lawyers, we face this often.

We try to bill for the hours, but clients aren’t always receptive to time-based billing. So the real work is: getting to the heart, quickly, without missing a thing.

Here’s how I approach it (hope it helps younger lawyers, and maybe some senior ones too):

1. Start with context:
If you don’t know what’s being bought, sold, licensed, or invested, the review is meaningless.

I scan the table of contents and search for the hot spots: commercial terms, risk allocation, control… and schedules, schedules, schedules (many things come to hide here).

Within 15–30 minutes, the big risks reveal themselves.

2. Target the heart:
Focus on obligations, termination, governing law, dispute resolution, indemnity, liability, exclusivity, assignment. This is where deals live or die.

3. Summarize for decisions: Clients don’t want 20 pages of notes. They want:
- What matters commercially.
- The top risks.
- What to push back on.

That’s it. Three steps. From 150 pages to CLARITY.

What not to do:

Don’t read linearly, like it’s a novel or school text. Your eyes will glaze over before you get to the clauses that matter. Contract review isn’t about reading. It’s about leverage and spotting that one clause that can swing millions in or out of your client’s pocket.

This is how I approach contracts at @CircleLLP.

[Rocco @moballerg]

It's always Term Sheet season, and sometimes, some of these terms can feel like alphabet soup. Here are five technical terms that come up often — and what they actually mean in plain English. I also share anchor thoughts to guide how one can engage the terms.

1. IRR (Internal Rate of Return)
IRR measures how fast an investor’s money grows each year. It’s not just the return — it’s the speed of the return.

Example:
The Investor puts in $1M:
Gets $2M after 3 years → ~26% IRR
Gets $2M after 6 years → ~12% IRR

What to watch:
Sometimes IRR is just a performance metric. But if it’s used as a hurdle, the investor must earn that minimum IRR (say 15%) before sharing any proceeds. That can materially shift how an exit is split. Be clear: whether IRR is just a tracker/qualifier or a binding threshold usually becomes clearer in the definitive agreements.

2. Liquidation Preference
This decides who gets paid first when the company exits (sale, merger, shutdown).

A 1x preference means the investor gets back their full investment before anyone else.

A 2x means they get double — before common shareholders see anything.

What to watch:
1x non-participating is standard. Anything more? Ask why — and model how it plays out at different exit values.

3. Participating vs Non-Participating Preference

Non-participating: The investor gets either their investment back or shares in the upside — whichever is greater.

Participating: The investor gets their investment back and a share of the upside — a.k.a double dipping.

What to watch:
Participating prefs bite hardest in middling exits — where the result isn’t a disaster, but not a windfall either. If you agree to one, push for a return cap (e.g., 2x max).

4. Fully Diluted Basis
Ownership calculated assuming every possible share exists — including options, warrants, SAFEs, and convertible notes.

What to watch:
Always model your ownership on a fully diluted basis. If you’re only looking at issued shares, you’re not seeing the full picture.

5. Cumulative vs Non-Cumulative Preference
This defines whether the investor’s preferred return grows over time.

Cumulative preference: Entitlement increases annually (e.g., 8% per year), even if no money changes hands. Think of it like interest on the Liquidation Preference. Pretty unusual in these parts, but one may see this in late stage deals in capital intensive industries. I do expect to see more of this on the continent as we embrace the idea of 'camels' (in the context of unicorns, zebras etc)

Non-cumulative preference: If there’s no exit or payout, the 1x entitlement stays flat.

What to watch:
Cumulative prefs can quietly snowball — and shrink what’s left for founders. Unless there’s a good reason, non-cumulative is safer.

Capital raising is context heavy. However, I hope these notes help anchor your thoughts when you come across them.

[Justin Skycak @justinskycak]

Time is the #1 killer of dreams and aspirations. When someone gives up on their dream, or gives up on figuring out what that dream is, it's typically a result of them losing the race against time. That is the point of compressing time, of removing skill bottlenecks early.

[Rocco @moballerg]

Being ‘ready’ is a choice.

[Rocco @moballerg]

Greatness is in the agency of others.

[Rocco @moballerg]

The proof of desire is active and continuing pursuit.

[Rocco @moballerg]

Buchi Emecheta’s stories shaped so many of us. I’m looking for her son, Sylvester Onwordi, who manages her estate — I’d love to adapt one of her works for a new generation. If you know him or can connect me, please reach out. RTs could make this happen 🙏🏾
@adetolaov

[Rocco @moballerg]

One thing @kemiadetiba will do is tell whole other story with the camera in addition to the dialogue. Hats off!
#TKAMNetflix

[Rocco @moballerg]

. Show up on time
. Know the text
. Have an idea

[Rocco @moballerg]

Loyalty is leverage.