Investment terms to be aware of?
What are the most worrisome terms you have seen in early-stage fundraising? One that messed me up was the Most-Favored-Nations clause (which gives investors rights to better terms on subsequent SAFEs and Notes prior to conversion). I have heard of liquidation preferences causing problems in later stages.
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Sign InI think control terms are often overlooked, but very important. The board composition, voting rights, and any control dynamics need to be considered thoughtfully so you don't get pushed out of key decision making. A single board seat for a significant lead investor is not uncommon, but more than 1 and being able to appoint independents (which doesn't truly make them independent!) is aggressive.
There are some tools available to check whether the terms you're looking at are standard. What's in the following links is not legal advice, so always ask a professional. But before you spend a ton of money with lawyers, there are some free/nearly free options for analyzing a term sheet:
Pillar VC's term sheet grader - free and no email required, easy to understand smiley/frowny face on basic terms https://www.pillar.vc/belief/founder-support/term-sheet-grader/
Venture Counsel AI - free for 3 term sheets per month, comparing to other 'current market' term sheets, need a chatGPT account https://venturecounsel.ai/compare
Seed Legals - has a 7 day free trial, full service legal firm at a discount https://seedlegals.com/us/resources/negotiating-your-term-sheet/
Silicon Valley Bank - expert advice if you're a customer, but not legal advice https://www.svb.com/startup-insights/vc-relations/venture-capital-term-sheets/
Reddit - the public forum (you get what you pay for, but r/startups is fairly active) https://www.reddit.com/r/startups/comments/c64oxe/the_ultimate_term_sheet_guide_all_terms_and/
And of course, the classic book 'Venture Deals' with 4th edition published in 2019 https://a.co/d/06gZkrqM
is a great place to learn more about what is standard/what all the terms mean. Recommend the hardcopy instead of digital so you can flip through to where you need to reference.
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