What a term sheet is, and the clauses founders should watch

Valuation, liquidation preference, anti-dilution and veto rights — the clauses that set a company's course for years.

A term sheet is not a fully binding document, but it sets a frame the final agreement rarely strays far from.

The clauses that matter most

  • Pre-money and post-money valuation
  • Liquidation preference on a sale or exit
  • Anti-dilution, and which formula it uses
  • Veto rights over key decisions
  • The composition of the board

What is usually underestimated

Board composition. The amount and the percentage are negotiable and change at the next round; the control structure stays for years.

A percentage can be made up at the next round; a veto right cannot.
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