My last 2 posts were about things to avoid, so I thought it might be helpful to follow up with something more positive. Having been part of or observed about 50 early stage deals, I have come to believe there is a clearly dominant set of deal terms. Here they are:
– Investors get either common stock or 1x non-participating preferred stock. Anything more than that (participating preferred, multiple liquidation preferences) divide incentives of investors and the entrepreneurs. Also, this sort of crud tends to get amplified in follow on rounds.
– Pro rata rights for investors. Not super pro rata rights (explaining why this new trendy term is a bad idea requires a separate blog post). This means basically that investors have the right to put more money in follow on rounds. This should include all investors – including small angels when they are investing alongside big VCs. There are two reasons this term is important 1) it seems fair that investors have the option to reinvest in good companies – they took a risk at the early stage after all 2) in certain situations it lets investors “protect” their investments from possible valuation manipulation (this has never happened to me but more experienced investors tell me horror stories about stuff that went on in the last downturn – 2001-2004).
– Founder vesting w/ acceleration on change of control. I talk about this in detail here. If your lawyer tries to talk you out of founder vesting (as some seem to be doing lately), I suggest you get a new lawyer.
– This stuff is all so standard that there is no reason you should pay more than>>> READ MORE at: