# NVCA Management Rights Letter Reviewer Checklist[^about] Review consultation, inspection, board materials, confidentiality and termination in the July 2020 NVCA model, with limited regulatory context. ## Purpose and Purchase {#purpose-and-purchase} Review the selected July 2020 NVCA Management Rights Letter terms and the actual investment. See the [practice guide](/practice-guides/startup-financing/nvca-management-rights-letter) for conditional federal ERISA/venture capital operating company (VCOC) and CFIUS context. - [ ] **Investment and regulatory purpose** (Recommended) — Match the company, investor legal entity, date, purchased shares and series to the financing. Identify the regulatory purpose and separately review the applicable asset, investment, valuation-period and actual-exercise conditions; do not treat execution as a VCOC conclusion. [^nvca-mrl-purchase] [^vcoc-direct-rights] [^vcoc-actual-exercise] [#match-investment-and-purpose] ## Management Consultation {#management-consultation} - [ ] **Consultation scope and scheduling** (Optional) — If selected, check that consultation applies when the investor lacks board representation and covers significant business issues, including annual operating plans and progress against them, with regular meetings at mutually agreeable times. Flag deletion of that scope or scheduling condition, or a selected later restriction that prevents the agreed consultation. [^nvca-mrl-consultation] [#select-consultation-rights] ## Inspection and Information {#inspection-and-information} - [ ] **Inspection boundaries** (Optional) — If selected, check reasonable times and intervals and the highly confidential proprietary information/facilities exception. Reconcile books, records, facilities and information access with the separate restrictions actually selected; do not promise unrestricted access. [^nvca-mrl-inspection] [#select-inspection-rights] ## Board Materials {#board-materials} - [ ] **Board materials and representative access** (Optional) — If selected and the investor lacks board representation, check that its representative receives notices, minutes, consents and other director materials concurrently with the board. Preserve exclusions only on a good-faith, counsel-advised determination that they are reasonably necessary for privilege, highly confidential proprietary information or similar reasons. Preserve the opportunity to address the board upon reasonable notice at a scheduled meeting or another time the board selects. Flag delayed delivery, an exclusion without the stated determination or access wording inconsistent with a selected observer/nomination restriction. [^nvca-mrl-board-materials] [^nvca-mrl-board-address] [#select-board-materials] ## Foreign-Person Restrictions {#foreign-person-restrictions} - [ ] **Selected restrictions and regulatory predicates** (Optional) — If selected, check that paragraph 4 excludes the specified control, board membership/observer/nomination, technical-information and substantive-decisionmaking rights arising solely from the letter. Preserve the exception for voting shares within the substantive-decisionmaking restriction. Flag language in paragraphs 1–3 that grants the same rights the selected restriction excludes, and resolve the conflicting terms before execution. Preserve any selected financial-information and consultation carve-out. Obtain a fact-specific review of investor and business status and the rights actually granted; do not infer CFIUS jurisdiction, a filing result, an exemption or VCOC qualification from the form. [^nvca-mrl-restrictions] [^cfius-financial-information] [^nvca-mrl-regulatory-tension] [#reconcile-foreign-person-restrictions] ## Confidentiality {#confidentiality} - [ ] **Confidentiality incorporation** (Recommended) — Identify the dated Investors’ Rights Agreement and confirm the investor is bound. If it is not a party, supply the confidentiality provisions in the letter as the NVCA note recommends; review their actual scope and survival. [^nvca-mrl-confidentiality] [^nvca-mrl-confidentiality-note] [#confirm-confidentiality-binding] ## Termination and Execution {#termination-and-execution} - [ ] **Termination and confidentiality survival** (Recommended) — Check investor and affiliate holdings, the precise offering trigger and the selected merger/consolidation conditions. Resolve the comparable-rights or listed-securities/cash alternative without assuming every merger terminates the rights. Preserve confidentiality survival. [^nvca-mrl-termination] [#check-termination-conditions] - [ ] **Company and investor execution** (Recommended) — Reconcile letterhead, investor addressee, effective purchase and company/investor signature roles. Confirm signatory names, titles and authority against the actual entities; do not rely solely on bracket labels in the model signature specimen. [^nvca-mrl-purchase-execution] [#complete-execution] [Not legal advice](/disclaimer). Original explanation: CC BY 4.0. Quoted NVCA materials retain their original rights. [^about]: By Steven Obiajulu, J.D. Published by [openagreements.org](https://openagreements.org). Last reviewed 2026-09-16. License: CC BY 4.0. Steven Obiajulu, J.D. edits this reviewer checklist for July 2020 NVCA model; conditional VCOC and CFIUS context coverage. It synthesizes legal sources and is not legal advice. This article is for informational purposes only and does not create an attorney-client relationship. Source excerpts and linked materials belong to their owners. CC BY 4.0. Cite as Steven Obiajulu, *NVCA Management Rights Letter Reviewer Checklist*, OpenAgreements (last updated September 16, 2026), https://openagreements.org/checklists/venture-financing/nvca-management-rights-letter. [^nvca-mrl-purchase]: **NVCA Management Rights Letter — operative model text, paragraph 0** — "This letter will confirm our agreement that pursuant to and effective as of your purchase of [________] shares of Series [_] Preferred Stock of [_____________________] (the ‘Company’), [Investor Name] (the ‘Investor’) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors in the current financing:" *paragraph 0* [^vcoc-direct-rights]: **VCOC regulation — direct management rights** — "(ii) The term ‘management rights’ means contractual rights directly between the investor and an operating company to substantially participate in, or substantially influence the conduct of, the management of the operating company." *29 C.F.R. § 2510.3-101(d)(3)(ii)* [^vcoc-actual-exercise]: **VCOC regulation — actual exercise** — "(1) An entity is a ‘venture capital operating company’ for the period beginning on an initial valuation date described in paragraph (d)(5)(i) and ending on the last day of the first ‘annual valuation period’ described in paragraph (d)(5)(ii) (in the case of an entity that is not a venture capital operating company immediately before the determination) or for the 12 month period following the expiration of an ‘annual valuation period’ described in paragraph (d)(5)(ii) (in the case of an entity that is a venture capital operating company immediately before the determination) if— (i) On such initial valuation date, or at any time within such annual valuation period, at least 50 percent of its assets (other than short-term investments pending long-term commitment or distribution to investors), valued at cost, are invested in venture capital investments described in paragraph (d)(3)(i) or derivative investments described in paragraph (d)(4); and (ii) During such 12 month period (or during the period beginning on the initial valuation date and ending on the last day of the first annual valuation period), the entity, in the ordinary course of its business, actually exercises management rights of the kind described in paragraph (d)(3)(ii) with respect to one or more of the operating companies in which it invests." *29 C.F.R. § 2510.3-101(d)(1)* [^nvca-mrl-consultation]: **NVCA Management Rights Letter — operative model text, paragraph 1** — "[If Investor is not represented on Company’s Board of Directors, Investor shall be entitled to consult with and advise management of the Company on significant business issues, including management’s proposed annual operating plans, and management will meet with Investor regularly during each year at the Company’s facilities at mutually agreeable times for such consultation and advice and to review progress in achieving said plans.]" *paragraph 1* [^nvca-mrl-inspection]: **NVCA Management Rights Letter — operative model text, paragraph 2** — "[Investor may examine the books and records of the Company and inspect its facilities and may request information at reasonable times and intervals concerning the general status of the Company’s financial condition and operations, provided that access to highly confidential proprietary information and facilities need not be provided.]" *paragraph 2* [^nvca-mrl-board-materials]: **NVCA Management Rights Letter — operative model text, paragraph 3** — "[If Investor is not represented on the Company’s Board of Directors, the Company shall, concurrently with delivery to the Board of Directors, give a representative of Investor copies of all notices, minutes, consents and other material that the Company provides to its directors, except that the representative may be excluded from access to any material or meeting or portion thereof if the Board of Directors determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information, or for other similar reasons." *paragraph 3* [^nvca-mrl-board-address]: **NVCA Management Rights Letter — operative model text, paragraph 3** — "Upon reasonable notice and at a scheduled meeting of the Board or such other time, if any, as the Board may determine in its sole discretion, such representative may address the Board with respect to Investor’s concerns regarding significant business issues facing the Company.]" *paragraph 3* [^nvca-mrl-restrictions]: **NVCA Management Rights Letter — operative model text, paragraph 4** — "[Notwithstanding anything to the contrary in this letter agreement, solely by reason of becoming party to this letter agreement, Investor will not obtain with respect to the Company, and the Company will not provide to Investor, any of the following rights, as defined in Section 721 of the Defense Production Act, as amended, including its implementing regulations: (a) ‘control’ of the Company, including the power to determine, direct or decide any important matters affecting the Company; (b) membership or observer rights on the Board of Directors or equivalent body of the Company, or the right to nominate an individual to a position on the Board of Directors or equivalent body of the Company; (c) access to any ‘material nonpublic technical information’ in the possession of the Company [(provided, however, that such prohibited information shall not include financial information regarding the performance of the Company, and provided further that Investor may confer with the Company about such financial information)]; and (d) any ‘involvement’ (other than through voting of shares) in ‘substantive decision making’ of the Company regarding (i) the use, development, acquisition, safekeeping, or release of ‘sensitive personal data’ of U.S. citizens maintained or collected by the Company, (ii) the use, development, acquisition, or release of ‘critical technologies,’ or (iii) the management, operation, manufacture, or supply of ‘covered investment critical infrastructure.’" *paragraph 4* [^cfius-financial-information]: **CFIUS regulation — financial information** — "(b) The term material nonpublic technical information does not include financial information regarding the performance of an entity." *31 C.F.R. § 800.232(b)* [^nvca-mrl-regulatory-tension]: **NVCA Management Rights Letter — editorial footnote 4** — "Because of the inherent tension between the CFIUS and ERISA regimes in this context, Foreign funds with known ERISA concerns should consult counsel before deciding what language to include and exclude in this agreement." *NVCA Management Rights Letter (July 2020), footnote 4.* [^nvca-mrl-confidentiality]: **NVCA Management Rights Letter — operative model text, paragraph 5** — "Investor agrees that any confidential information provided to or learned by it in connection with its rights under this letter shall be subject to the confidentiality provisions set forth in that certain Investors’ Rights Agreement of even date herewith by and among the Company, the Investor and other investors." *paragraph 5* [^nvca-mrl-confidentiality-note]: **NVCA Management Rights Letter — editorial footnote 5** — "If for some reason the Investor is not a party to the Investors’ Rights Agreement, you will need to copy the confidentiality provisions from the Investors’ Rights Agreement here." *footnote 5* [^nvca-mrl-termination]: **NVCA Management Rights Letter — operative model text, paragraph 6** — "The rights described herein shall terminate and be of no further force or effect upon (a) such time as no shares of the Company’s stock are held by the Investor or its affiliates; (b) the consummation of the sale of the Company’s securities pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended, in connection with the firm commitment underwritten offering of its securities to the general public; or (c) the consummation of a merger or consolidation of the Company [(x)] that is effected (i) for independent business reasons unrelated to extinguishing such rights; and (ii) for purposes other than (A) the reincorporation of the Company in a different state; or (B) the formation of a holding company that will be owned exclusively by the Company’s stockholders and will hold all of the outstanding shares of capital stock of the Company’s successor and [(y) in which the successor entity provides reasonably comparable rights to the Investor or the consideration payable to the Investor in such transaction consists solely of cash or securities of a class listed on a national exchange]. The confidentiality obligations referenced herein will survive any such termination." *paragraph 6* [^nvca-mrl-purchase-execution]: **NVCA Management Rights Letter — operative model text, paragraph 0** — "This letter will confirm our agreement that pursuant to and effective as of your purchase of [________] shares of Series [_] Preferred Stock of [_____________________] (the ‘Company’), [Investor Name] (the ‘Investor’) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to all investors in the current financing:" *paragraph 0*