✗ Deal Terms

The Term Sheet Clauses That Matter

Valuation gets the attention. Control and economics clauses decide the outcome.

Founders read a term sheet for the valuation and skim the rest. That is backwards. The valuation sets the price, but the control and economics clauses buried below it decide who runs the company and who gets paid, which usually matters more.

Economics beyond price

Liquidation preferences decide the payout order at exit. Anti-dilution provisions protect investors if a later round prices lower, and the harsher forms can badly hurt founders in a down round. Dividends, participation, and the option pool's size all quietly shift value. None of these appear in the headline number, and all of them affect what you keep.

Control provisions

Board composition decides who votes on major decisions. Protective provisions give investors a veto over specific actions, selling the company, raising more, changing the charter, regardless of their ownership percentage. A founder can hold a majority of shares and still not control the company if the protective provisions are broad. These clauses outlast the round.

How to approach it

Negotiate the two or three terms that matter most for your situation and let the rest go; trying to win every point signals inexperience and rarely pays. Know which clauses are market-standard and which are aggressive, and get real counsel on the term sheet before signing, because it sets the template for every round after. This is general information, not legal advice.

Price is the headline. Terms are the story.

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