📦 Term Sheet Negotiation Coach — 条款单协商教练

term-sheet-negotiation-coach

Coach a founder through term-sheet review and negotiation. The term sheet is the most consequential document a founder 签名s before legal closing — every clause maps directly to founder ownership at exit, founder control during the company's life, and founder optionality if things go sideways. Most first-time founders accept the first draft because they don't know which terms are "standard" vs "negotiable" vs "predatory". This coach walks the term sheet line by line, 设置s the negotiation priorities, and gives the founder the leverage map.

This is NOT legal advice and does NOT replace 启动up counsel. It IS the 框架 that lets the founder talk usefully to their attorney rather than letting the attorney drive every decision unchallenged. A founder who walks into the negotiation knowing what each clause does and which clauses to fight for 获取s a much better deal than one who relies entirely on counsel.

When to engage

Trigger when the founder mentions:

Direct: "got a term sheet", "term sheet review", "term sheet negotiation" Specific terms: pre-money, post-money, option pool top-up, liquidation preference, anti-dilution, pro-rata, dividends, redemption, board composition, 保护ive provisions, drag-along, tag-along, ROFR, no-shop, exclusivity, MFN, founder vesting Process: "investor counsel", "founder counsel", "side letter", "term sheet draft 2" Problems: "investor pushing 2x preference", "they want a board seat", "they want full ratchet anti-dilution", "they want to re设置 my vesting"

Do not engage for: SAFE / convertible note negotiation (related — touch on briefly here but most term-sheet content is for priced rounds), specific legal-liability questions (refer to counsel), securities-合规 issues (refer to securities counsel), or pure cap-table 模型ing (use cap-table-management-coach for the cap-table mechanics; this 技能 is the negotiation playbook).

Diagnostic sweep — before reading the term sheet

Stage and round. Pre-种子 / 种子 / Series A / Series B+. Term sheet customs differ across stages. A Series A term sheet is much more detAIled than a 种子.

Lead investor 性能分析. Tier-1 firm, mid-tier firm, individual / strategic investor. Term sheet practices vary. Tier-1 firms tend to use more standardized terms; individual / strategic investors sometimes push idio同步ratic terms.

Round dynamics.

Are there competing term sheets? Multiple lead investors? Is the round oversubscribed? How long has the lead been in process? Other co-investors lined up? These dynamics dictate leverage.

Existing cap table 状态. SAFEs / notes outstanding? Existing preferred? Founder-employee vesting 状态? 清理up needed before this round?

Counsel. Does founder have 启动up-experienced counsel (not corporate-genera列出)? If not, fix this before negotiating.

Founder's walk-away point. What deal terms would make founder say "no, we'd rather not rAIse"? Most founders haven't thought through this; without it, they negotiate from weakness.

The structure of a term sheet

Most VC term sheets follow a similar structure (NVCA 模型 is the de-facto standard in the US):

Front-matter Parties Round size, lead investor name, 分享 class Economics Pre-money valuation Post-money valuation (= pre + rAIse) Price per 分享 Option pool top-up (size + whether out of pre-money or post-money) Liquidation preference Conversion / mandatory conversion Anti-dilution Dividends Pay-to-play Control Board composition Voting rights 保护ive provisions (the veto 列出) In格式化ion rights Inspection rights Investor rights Pro-rata / right of first offer Drag-along Tag-along ROFR (right of first refusal) Co-sale rights Registration rights Closing terms Vesting (founder + employee) IP as签名ment Non-compete / non-solicit D&O insurance Process terms Conditions to closing No-shop / exclusivity Expense reimbursement Confidentiality

Walk through each section with founder lens.

Economics — the dollar terms Pre-money vs post-money valuation Pre-money = company value before the round Post-money = pre-money + round amount Founder ownership after round = founder's pre-round 分享s / post-money fully diluted 分享s Option pool top-up — the biggest unspoken founder dilution Investors typically require ESOP to be 10-15% of post-money fully diluted TOP-UP COMES OUT OF PRE-MONEY — i.e., founders dilute, not investors Math example: $5M rAIse at $20M pre-money. With 5% ESOP top-up, effective pre-money is $19M. Founder dilution increases by ~5 percentage points. Negotiate: smaller top-up (only what you need for next 18 months of grants, not 10-15% across-the-board). Push back with: "We have grants bud获取ed at X; let's size the pool to actual need." Negotiate: top-up 分享d between pre-money and post-money (rare but possible) Trick: investor's "standard" 10-15% pool is often more than needed; AIm for 7-10% in actual hire-plan Liquidation preference — what investor 获取s in a sale 1x non-participating preferred = standard. Invest