Term-sheet cheat sheet

Venture Deals

TermStatementFavorsSource
409a valuationHigher 409A valuations for common stock increase the exercise price of employee stock options, reducing employee gains at liquidity events since the spread between sale price and exercise price narrows.not applicable
83b electionThe 83(b) election form is a simple two-minute filing that must be submitted to the appropriate IRS service center, and can be obtained from counsel or by downloading online.neutral
accredited investorNon-accredited investors who purchase private company stock may hold an SEC-protected right of rescission, allowing them to force the company to repurchase their shares at the original purchase price at any time, regardless of company performance.investor
acquisition accountingUnder purchase accounting treatment, there is no meaningful accounting impact from modifying vesting arrangements or accelerating vesting in a merger.neutral
acquisition exitAcquisition negotiations often include retention dynamics for management, and proceeds may be reallocated from investors to management depending on VC style and future relationship intentions.founder
analyst roleAnalysts are typically the most junior employees at VC firms, often recent college graduates with limited power and responsibility, primarily focused on financial analysis/modeling and memo writing.neutral
anchoringAnchoring involves selecting a few key positions, stating them clearly, and maintaining them while retaining flexibility to trade away less important points in negotiation.neutral
angel investorAngels typically invest in early rounds and often do not participate in future rounds, but their participation in difficult future financing rounds may become a negotiation issue if the company experiences challenges.not applicable
anti dilutionIssuance of shares beyond the approved Employee Pool without Required Approval (majority board approval including at least one investor-designated director) triggers anti-dilution adjustment of the conversion price and subjects the shares to Investors' right of first offer.investor
antidilutionAntidilution adjustments apply to multiple closings or tranched issuances as if all stock had been issued at the first closing.not applicable
antidilution protectionSeries A Preferred conversion price adjusts (full ratchet or weighted average) to reduce dilution when the Company issues additional equity below the conversion price, with specified carve-outs for employee shares, business combinations, equipment/debt financing, and waivers.not applicable
asset dealBuyers often request asset deal structures intending to purchase only desired assets while leaving liabilities and obligations behind.not applicable
assignmentEach investor may transfer all or part of its Series A Preferred shares to affiliated partnerships or funds managed by it or their directors, officers, or partners, provided the transferee agrees in writing to be bound by the Stock Purchase Agreement.investor
associateAssociates typically do not hold deal partnership status; they scout for deals, conduct due diligence, manage cap tables, and may transition to portfolio companies, business school, or entrepreneurship after roughly two years.not applicable
associate roleAssociates in VC firms are typically not deal partners; they work for managing directors and spend significant time managing the capitalization table that defines deal economics.not applicable
at will employmentEmployment offer letters must explicitly designate employees as at-will to avoid state employment law restrictions on termination.not applicable
automatic conversionWhen a board decides to pursue an IPO, it creates pressure on VC investors to waive or relax automatic conversion threshold provisions.founder
batnaBest Alternative to Negotiated Agreement (BATNA) is the backup plan if agreement is not reached, such as accepting alternative term sheets, bootstrapping, operating independently, or settling litigation.neutral
binding provisionsPart One of a letter agreement does not create legally binding obligations on any parties or target companies, except as expressly provided in the Binding Provisions or in a separate binding written agreement.neutral
binding termsOnly the legal fees and expenses, no-shop agreement, right to conduct activities, and governing law provisions are binding upon execution; all other provisions are non-binding and subject to conditions precedent.neutral
board controlSeries A Preferred holders, voting as a separate class, elect one or more Board members designated by the investor.investor
board observerBoard observers can be included as part of a VC agreement either instead of or in addition to official board membership.investor
board of directorsWhen multiple constituencies elect directors, the selection method for remaining directors can be either mutual consent of Common and Preferred shareholders voting as a single class or mutual consent of the Board of Directors.neutral
breakup feeBreakup fee does not serve as the exclusive remedy; the Buyer retains all other rights and remedies under law or equity for breach of the no-shop or other binding provisions.investor
business planA business plan is a 30-page document detailing market, product, target customer, go-to-market strategy, team, and financials.neutral
cap tableA capitalization table summarizes ownership percentages before and after a financing round, showing who owns what portion of the company.not applicable
cap table calculationFounder ownership percentage equals 100 percent minus investor percentage minus employee option pool percentage.not applicable
capital callWhen LPs cannot or will not fund a capital call, VCs can sell the LP's interest to a new LP in the secondary market rather than fail to make investments.not applicable
capitalization tableCompany shall provide an updated post-closing capitalization chart and corporate officers' contact information prior to closing.investor
carried interestCarried interest (carry) is the profit VCs receive after returning committed capital to limited partners. Standard carry is 20 percent of profits after returning capital, although top-performing or established funds may take up to 30 percent.not applicable
carryClawback occurs when a VC fund distributes carry to partners during the investment period based on interim profits, but the fund ultimately returns the same amount invested or less, requiring partners to return the previously distributed carry to LPs.not applicable
carve outA carve-out in equity allows shareholders to agree to give a preferential payment to executives and employees ahead of other shareholders, typically used when liquidation preferences leave employees without sufficient financial interests.neutral
clawbackA clawback is a provision in a limited partnership agreement that allows investors to take back money from a VC if the VC overpays itself with carry.investor
co sale agreementA co-sale agreement gives investors the right to sell a proportional amount of their stock if founders sell shares, and this right terminates upon a Qualified IPO.investor
co sale rightsFounders' shares are subject to a co-sale agreement granting Investors the right to participate pro rata in any sale, transfer, or exchange of Founder stock; this right terminates upon a Qualified IPO.investor
commitment periodA VC fund's commitment (investment) period is the defined window—typically around five years—during which the fund can make new investments; after it expires, the fund is generally limited to follow-on investments in existing portfolio companies, which may continue through the broader investment terneutral
common stockFounders receive common stock when companies are created; VCs typically purchase preferred stock when investing.neutral
conditions precedentTerm sheets typically contain conditions precedent to financing that allow investors to exit the deal for various reasons, such as unsatisfactory legal documentation, failed due diligence, or unacceptable budgets.investor
conditions to closeConditions to close in an LOI, such as material adverse change clauses or specific contingencies, are easily triggered by buyers who wish to terminate the deal.investor
confidential informationInformation is not considered confidential if already known to the Buyer, known to third parties not bound by confidentiality, or becomes publicly available through no fault of the Buyer.neutral
confidentialityUpon written request, the Buyer must promptly return Confidential Information to Sellers or Target Companies or destroy it, and certify in writing that it has done so.founder
conflict of interestInvestor has the right to invest in companies competitive with the Company without liability to the Company, and investors' representatives may assist competitive companies without creating liability, regardless of detrimental effect.investor
control provisionsControl provisions in VC-backed companies allow investors to maintain oversight and compliance with federal tax statutes despite owning less than 50% of the company.investor
control termsControl terms are contractual provisions that allow a VC to exert positive or veto control in a deal.not applicable
conversionPreferred shareholders can elect to convert to common on a liquidation event if they would receive more value on an as-converted common basis than through the liquidation preference and participation rights.not applicable
conversion price adjustmentConversion price adjusts proportionally for stock splits, stock dividends, combinations, recapitalizations, and similar events.not applicable
conversion rightsSeries A Preferred is convertible into Common Stock at an initial 1:1 rate (subject to adjustment), either voluntarily at the holder's election at any time, or automatically upon consent of a majority of the outstanding Series A Preferred.neutral
convertible debtA price cap in convertible debt means the investor receives equity at the later round price or a capped maximum valuation, whichever is lower.investor
cost allocationEach party bears its own costs and expenses including broker fees and representative expenses; Buyer and Sellers split HSR Act filing fees equally.neutral
cross fund investingCross-fund investing occurs when a later fund fills reserve gaps in an earlier fund, typically to protect the VC firm's position across portfolio companies.not applicable
cross fund investmentCross-fund investment occurs when a VC firm operates multiple funds and more than one fund invests in the same company.not applicable
cumulative dividendCumulative dividends optionally payable in stock, cash, or as conversion adjustments create complex accounting obligations.neutral
deal costsEach party bears its own costs and expenses in pursuing or consummating the acquisition, including broker fees and representative expenses.neutral
deal structureDeal structure, tax optimization, and form of consideration (e.g., stock vs. cash) are interdependent variables that ultimately impact the effective price received by the seller.neutral
deemed liquidationA merger, acquisition, sale of voting control, or sale of substantially all assets in which shareholders do not retain majority ownership of the surviving corporation's outstanding shares is treated as a liquidation event, triggering liquidation preference provisions.neutral
demand registration rightsDemand registration rights cannot be exercised before the third anniversary of closing, and the Company may delay registration for up to 90 days in any 12-month period; Company is obligated to effect no more than two registrations under demand rights.not applicable
directorA director is a junior deal partner at a VC firm.not applicable
director expensesCompany shall reimburse Series A Preferred directors and observers for reasonable expenses incurred in attending Board meetings and Company-related events.neutral
directors officers insuranceCompany must obtain directors' and officers' insurance acceptable to investors as soon as practicable after closing.investor
dividendSeries A Preferred holders also participate pro rata in any dividends paid on Common Stock on an as-if-converted basis.investor
double trigger accelerationIf a Founder or Employee is terminated without cause within one year following a merger, consolidation, asset sale, or change of control, that person receives one year of additional vesting acceleration; no other acceleration applies.founder
down roundA down round is a financing round completed at a lower valuation than the previous round.not applicable
down round dynamicsA new lead investor in a subsequent round may be motivated to modify unfavorable terms from prior financings if the company is performing well.founder
drag along agreementA drag-along agreement is a term that sets up a proxy on stock ownership to vote the same way as others on a particular issue.not applicable
drag along rightsHolders of Series A Preferred with a majority agreement on sale or liquidation may drag along remaining Series A Preferred holders (and potentially Common Stock holders) to consent to such transaction.investor
due diligenceDue diligence is the process by which investors explore a company they are considering investing in.not applicable
due diligence requestsDuring VC diligence, founders will be asked for presentations, projections, customer pipeline, development plans, competitive analysis, and team bios; the rigor and busywork level varies by firm.not applicable
earn outAn earn-out is an amount agreed upon by an acquirer and target company that former shareholders will receive if certain performance milestones are met post-merger.not applicable
economicsEconomics terms are contractual provisions that impact the returns of a VC's investment in a company.not applicable
elevator pitchAn elevator pitch is a one- to three-paragraph business description (not a separate document) that should be embedded in an introductory email and include an introductory paragraph, business description, and clear call-to-action for the next step.neutral
employee poolWhen employee pool size increases on a postfinancing basis from 10% to 20%, old shareholders' ownership is reduced by 10 percentage points while new investors' stake remains unchanged.investor
entire agreementThe Binding Provisions constitute the entire agreement and supersede all prior agreements, understandings, and representations; they may be amended only by a writing executed by all parties.neutral
entrepreneur in residenceEntrepreneurs in residence (EIRs) are experienced entrepreneurs who work part-time at VC firms for 3-12 months while developing their next company, often assisting with introductions and due diligence.not applicable
escrowAny escrow claim brought by the buyer reduces the actual purchase price received by the seller.investor
exclusivityDuring exclusivity period, sellers may not solicit, entertain, negotiate, encourage, discuss, accept or consider acquisition proposals from other parties for shares or assets, and must immediately notify buyer of any such contact.not applicable
executive summaryAn executive summary is a one- to three-page document serving as the first substantive interaction with a prospective investor and functions as the basis for first impression; it is likely to be circulated within the VC firm.neutral
expense reimbursementVCs may charge portfolio companies for all reasonable expenses associated with board meetings; founders should confront or escalate concerns if VCs spend excessively on discretionary travel and accommodation.neutral
fiduciary dutyDirectors and officers owe a fiduciary duty to creditors only when the company lacks sufficient cash to pay liabilities.neutral
form of considerationWhen receiving stock as consideration, the acquirer must verify whether the stock is freely tradable, registered, subject to lockup restrictions, and whether they will be deemed an insider after close with resulting selling restrictions.not applicable
founder commitmentFounders must devote 100% of professional time to the Company; other professional activities require Board approval. When a Founder leaves, that Founder must vote remaining shares proportionally to all other shares.investor
founder vestingFounders' existing Common Stock is subject to similar vesting terms, with credit for one year of vesting as of Closing and remaining unvested shares vesting monthly over three years.not applicable
founders activities clauseA typical founders' activities clause requires 100 percent of founder professional time to be devoted to the company, with all other professional activities requiring board approval.investor
founders stockFounders' stock held outright through purchase at company formation is technically subject to company buy-back rights (not vesting), though economically similar and with different tax consequences.neutral
fully dilutedFully diluted capitalization assumes conversion of all outstanding preferred stock, exercise of all authorized and existing stock options and warrants, and the increase of the existing option pool by a specified number of shares prior to financing.neutral
fund allocationVC fund capital is deployed for investments, management fees, and operating expenses including audits, tax filings, and litigation.not applicable
fund extensionBeyond 12 years, LPs must vote annually to approve continued fund operation; management fees for extended periods typically range from a reduced percentage of remaining invested capital to being waived entirely.not applicable
fund reservationA VC firm has motivation to overreserve to reach the fund-raising threshold, but this is countered by negative economic dynamics from not fully investing the fund.not applicable
fundraising materialsMinimum fundraising materials required are: a short business description, an executive summary, and a presentation (PowerPoint); business plans and private placement memoranda (PPMs) are more common in later-stage rounds.neutral
fundraising sizingThe target raise amount should be determined by estimating monthly burn rate and the time needed to reach a clear, demonstrable milestone (such as shipping first product or achieving specific user/revenue targets), rather than precise financial modeling.not applicable
game theoryGame theory rules underlying negotiations are independent of participants and predictably shape outcomes regardless of individual skills.neutral
hsr actBuyer and Seller(s) must cooperate and proceed as promptly as reasonably practicable to prepare and file all notifications required under the HSR Act during the period from the Signing Date until the Termination Date.neutral
hsr filingBuyer and Sellers split the HSR Act filing fee equally (50/50).neutral
indemnificationCompany charter documents shall limit board members' liability and exposure to damages to the broadest extent permitted by applicable law.investor
information rightsThe only meaningful variation in information rights negotiation is imposing a threshold on the number of shares held (finite number versus any) for investors to retain these rights.neutral
insolvencyOutstanding employment litigation claimants are treated as creditors for purposes of insolvency liability.neutral
intellectual propertyWhen third parties claim IP ownership based on early-stage discussions or informal involvement, VCs will pause diligence and require resolution of the claim before proceeding with investment.not applicable
investment processUpon a VC decision to invest, the next step in the process is issuance of a term sheet by the VC firm.not applicable
ip assignmentEach current and former officer, employee, and consultant must enter into a proprietary information and inventions agreement acceptable to the Company.not applicable
ip ownershipA proprietary information and inventions agreement is a mechanism that legally establishes the company's ownership of intellectual property and benefits both the company and investors.neutral
ipo directed sharesIn a Qualified IPO, the company shall use best efforts to cause the managing underwriters to offer investors the right to purchase at least 5% of the shares issued under a directed shares (friends and family) program, subject to applicable securities laws.investor
key man clauseA key man clause is a common provision in VC fund agreements specifying what happens if a designated number of partners, or a specific named partner, departs the firm; when triggered, it typically permits LPs to suspend new investments or shut down the fund.neutral
lead investorEntrepreneurs should insist that all investors verbally agree the lead investor can speak for the entire syndicate on investment terms to avoid renegotiating the same deal multiple times.founder
lead vcA financing can have co-lead VCs, typically two but occasionally three, who jointly take leadership roles.neutral
legal feesCompany must pay investor counsel's reasonable fees, not to exceed a specified amount, regardless of whether the transaction closes, payable at closing or upon investor's notice of negotiation termination.investor
letter of intentBinding provisions of letter of intent include access rights, exclusive dealing, and breakup fee obligations, enforceable between buyer and sellers.not applicable
light preferredLight preferred structures help maintain a low common stock price for employee option grants while raising capital from investors, due to IRS Section 409A tax implications of setting common stock valuation too high.neutral
liquidation eventAn IPO is generally not treated as a liquidation event; it is a funding event in which preferred stock is typically converted to common stock, thereby avoiding liquidation preference implications.neutral
liquidation preferenceWith 1× participating preference, investors first receive their full investment amount, then participate pro-rata in remaining proceeds alongside common shareholders.not applicable
lockup agreementIn an IPO lockup agreement, any discretionary waiver or termination of restrictions granted by the company or underwriter representatives must be applied to Major Investors pro rata based on the number of shares held.investor
lockup provisionEach investor agrees not to sell shares for up to 180 days following the effective date of the Company's IPO, provided all officers, directors, and 1 percent shareholders are similarly bound.not applicable
lpaVCs operate under governance by their limited partners through the limited partnership agreement, making investors (LPs) the ultimate authority over VC decision-making.not applicable
management companyThe management company is the persistent franchise entity that survives fund lifecycle changes and services all raised funds, while individual LP vehicles are created and retired as new funds are raised.not applicable
management feeVC firms receive management fees regardless of investment performance. Fee arrangements for each fund are guaranteed for 10 years, which delays the financial consequences of poor returns.not applicable
management retentionManagement retention pool, net working capital, and earn-outs are negotiation points affecting deal certainty and price.not applicable
management retention poolManagement retention pools built into the purchase price are conditional, paid out over several years only to management members who remain at the acquirer, and are forfeited upon departure.investor
managing directorA managing director is a senior partner in a VC firm.not applicable
materiality qualifiersMateriality qualifiers involve inserting the word 'material' in front of protective provisions and similar contractual terms.not applicable
mentorMentor compensation via options should include vesting contingent on the entrepreneur's ongoing satisfaction with the mentor's advisory performance.founder
micro vcA micro VC is a super angel who raises a small fund composed of professional investors.not applicable
multiplay gameA multiplay game in VC financing is a continuing relationship after the transaction is completed where the VC and entrepreneur work together.not applicable
no implied obligationExcept as expressly provided in the Binding Provisions or in any future binding written agreement, no action, course of conduct, or failure to act relating to the acquisition will give rise to any obligation or liability on the parties or target companies.neutral
no shopIn a unilateral no-shop, the buyer can cancel without obligation, meaning sellers may be locked up for the entire no-shop period even if the deal fails.not applicable
no shop agreementNo-shop and exclusivity obligations terminate if both parties mutually agree not to proceed with definitive documents.neutral
non bindingPart One of the letter does not constitute any legally binding obligation on any party or target companies.neutral
noncompete agreementSellers must execute noncompetition agreements with specified duration in favor of buyer and company at closing.not applicable
nondisclosure agreementA nondisclosure agreement in an LOI is typically one of the few legally binding provisions, along with jurisdiction and breakup fees.not applicable
operating partnerAn operating partner at a VC firm is positioned between managing director and principal level.not applicable
option assumptionWhen a buyer assumes unvested options in a merger, the consideration allocated to employees with unvested options is pulled from what would otherwise go to preferred stockholders and former founders.neutral
option basisThe basis (strike price) of stock options reduces their economic value; the actual value of an option equals the stock value minus the basis amount.neutral
option poolAn employee option pool expressed on a post-money basis reduces founder ownership percentage while keeping the post-money valuation constant.not applicable
option treatmentUnexercised employee options and warrants are typically terminated at closing in an acquisition unless the LOI specifies otherwise, with no consideration paid to holders.investor
option valueWhen a transaction price falls below the liquidation preference, options become out-of-the-money and worthless regardless of their nominal value or basis.neutral
ordinary courseSellers must cause Target Companies to operate in the ordinary course and refrain from extraordinary transactions during the period from Signing Date until Termination Date.investor
original purchase priceOriginal Purchase Price in a term sheet establishes the per-share price used to calculate fully diluted premoney and postmoney valuations, with fully diluted status assuming conversion of all preferred stock, exercise of all options and warrants, and a specified increase to the option pool prior to not applicable
pari passuPari passu means all classes of preferred stock have equivalent payment rights in a liquidation.not applicable
pari passu preferencesPari passu or blended preferences approach treats all series as equivalent in status, sharing proceeds pro-rata until preferences are returned.not applicable
participation capA participation cap (e.g., 3×) limits investor returns in liquidation to a multiple of their investment, converting participating preference to nonparticipating once the cap is reached.not applicable
pay to playSofter pay-to-play versions allow partial conversion of preferred stock to common stock proportional to the extent an investor fails to meet its pro rata contribution in a Qualified Financing.neutral
piggyback registrationExcept in the Company's initial public offering, investor shares to be sold in a registration shall not be reduced below 30 percent of the total securities included in the registration.not applicable
piggyback registration rightsSeries A Preferred holders have piggyback registration rights on all Company registrations and any other investor demand registrations, but the Company and underwriters may reduce shares pro rata due to market conditions; in such reductions, only the Company or the invoking investor may sell.not applicable
pitch presentationA VC presentation is typically 10 to 20 pages of PowerPoint conveying the same information as an executive summary in visual form, with style varying based on audience size and context.neutral
post money valuationPost-money valuation equals pre-money valuation plus the investment amount; investor ownership percentage equals investment divided by post-money valuation.not applicable
postmoney valuationPostmoney valuation is the value of a company after an investor has put money into the company.not applicable
preferred stockPreferred stock is a type of stock with preferential terms, rights, and privileges compared to common stock.not applicable
premoney valuationPremoney valuation is the value ascribed to a company by an investor before investing in the company.not applicable
principalPrincipals or directors are junior deal partners working toward managing director promotion; they hold some deal responsibility but typically require managing director support to move deals through the firm.not applicable
private placement memorandumA private placement memorandum is a traditional business plan combined with extensive legal disclaimers and boilerplate, prepared by lawyers at significant cost.not applicable
private stockWhen receiving private company stock, the acquirer's capital structure—including existing equity claims and liquidation preferences—must be understood to determine actual value received.not applicable
pro rata rightsA pro rata right is the right of a shareholder to purchase shares in a future financing equal to the percentage the shareholder currently holds.not applicable
proprietary information agreementAll employees, officers, and consultants (including founders) should sign proprietary information and inventions assignment agreements before outside venture financing closes, to ensure clean IP ownership and avoid disputes.neutral
protective provisionsProtective provisions typically require investor consent to increase or decrease the authorized size of the company's Board of Directors.not applicable
public disclosureNeither party may make public comment or disclose the existence of discussions or terms of a possible transaction without prior written consent of the other party, unless required by law with prior notice.neutral
public stockWhen receiving public company stock, tradability status, registration, lockup agreements, insider selling restrictions, and registration rights all materially affect the value of consideration received.not applicable
purchase pricePurchase price adjusts dollar-for-dollar based on changes in target company consolidated stockholders' equity between signing and closing.not applicable
ratchet based antidilutionRatchet-based antidilution reprices an investor's shares in previous rounds, usually through conversion price adjustment, to the price paid in the current round.not applicable
redemption rightsRedeemable preferred stock that is not mandatorily redeemable is properly classified as equity, not a liability, under standard accounting treatment.neutral
registration rightsCompany is limited to effecting no more than two demand registrations under demand right provisions.not applicable
representations and warrantiesRepresentations and warranties are provisions in a financing purchase agreement or merger agreement whereby the company makes certain assurances about itself.not applicable
reservesWhen a VC firm underreserves relative to aggregate capital needs, it must triage portfolio companies, leading to non-investment, indirect resistance to financings, dilution limitations, or pressure to sell.not applicable
reverse dilutionReverse dilution occurs when stock is returned to a company by departed employees whose stock has not vested, increasing the effective ownership of all shareholders.not applicable