Receiving a term sheet is a milestone moment for any founder. But the excitement of an offer can cloud judgment about the terms themselves. Understanding what you are agreeing to is crucial—these terms will govern your relationship with investors for years and can significantly impact outcomes in various scenarios.
This guide breaks down the key components of term sheets so you can negotiate from a position of knowledge.
What Is a Term Sheet?
A term sheet is a non-binding document that outlines the key terms of a proposed investment. It serves as a starting point for negotiation and a framework for the legal documents that follow.
Key Point
While term sheets are generally non-binding, the terms you agree to here set expectations. Trying to change major terms later can damage relationships or kill deals.
Valuation Terms
Pre-Money vs. Post-Money Valuation
The most discussed number in any fundraise is valuation, but there are two ways to express it:
- Pre-money valuation: Company value before the new investment
- Post-money valuation: Pre-money valuation plus the investment amount
Example: If you raise $2M at a $8M pre-money valuation, your post-money valuation is $10M, and investors own 20% ($2M / $10M).
Option Pool
Investors typically require an employee option pool as part of the deal. Pay attention to whether the pool is created before or after the investment—this significantly affects founder dilution.
- Pre-money option pool: Comes from existing shareholders (founders)
- Post-money option pool: Dilutes all shareholders equally (rarer)
Liquidation Preferences
Liquidation preferences determine who gets paid first and how much in an exit event (acquisition, IPO, or shutdown). This is one of the most important economic terms.
Types of Preferences
- 1x non-participating: Investors get their money back OR convert to common shares (founder-friendly)
- 1x participating: Investors get their money back AND share in remaining proceeds (investor-friendly)
- Multiple preference (2x, 3x): Investors get 2-3x their investment before common shareholders (very investor-friendly)
Watch Out
Participating preferences with high multiples can dramatically reduce founder outcomes in moderate exits. Model different exit scenarios to understand the real impact.
Board Composition
The board of directors governs major company decisions. Board composition affects control, strategic direction, and founder job security.
Typical Structures
- Seed stage: Often founder-controlled (2 founders, 1 investor, or similar)
- Series A: Commonly 2 founders, 1 investor, 2 independents
- Later stages: Board composition evolves with each round
Key Considerations
- Who controls board seats?
- What decisions require board approval?
- How are independent directors selected?
- What voting thresholds apply to major decisions?
Protective Provisions
Protective provisions give investors veto power over certain actions, even if they are minority shareholders. Common provisions include:
- Selling the company or significant assets
- Raising additional financing
- Changing the company's charter or bylaws
- Hiring or firing executives
- Declaring dividends
- Taking on significant debt
These are standard and reasonable, but pay attention to scope and thresholds.
Anti-Dilution Protection
Anti-dilution provisions protect investors if you raise future rounds at a lower valuation (a "down round").
Types of Anti-Dilution
- Weighted average (broad-based): Standard and founder-friendly; adjusts based on how much is raised at lower price
- Weighted average (narrow-based): Similar but uses narrower share count, more dilutive
- Full ratchet: Extremely investor-friendly; converts all prior shares as if bought at new lower price
Standard Term
Broad-based weighted average anti-dilution is market standard. Push back on full ratchet provisions, which can be devastating in down rounds.
Founder Vesting
Investors want to ensure founders stay committed. Vesting provisions require founders to earn their equity over time.
Typical Terms
- 4-year vesting with 1-year cliff
- Credit for time already worked before investment
- Acceleration provisions on change of control
Other Important Terms
Information Rights
Requirements to provide regular financial and operational updates to investors. Standard for any institutional investment.
Pro-Rata Rights
Rights for investors to maintain their ownership percentage in future rounds. Valuable for investors, generally acceptable for founders.
Drag-Along Rights
Allow majority shareholders to force minority shareholders to participate in a sale. Important for ensuring clean exits.
No-Shop Clause
Prevents you from negotiating with other investors for a period (typically 30-60 days) after signing a term sheet.
Negotiation Tips
- Know your leverage: Multiple interested investors give you negotiating power
- Focus on what matters: Valuation, liquidation preference, and board composition are most impactful
- Get legal help: An experienced startup lawyer is essential
- Talk to other founders: Learn what terms they accepted at similar stages
- Think long-term: Terms compound across rounds; bad early terms get worse
Be Prepared Before Term Sheets Arrive
Understanding term sheets before you receive one puts you in a stronger negotiating position. When the time comes, you will know what is standard, what is negotiable, and what to push back on.
Getting to a term sheet starts with a compelling pitch. Make sure your deck is investor-ready with AI-powered feedback.
Pitch AI Team
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