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A Standard and Clean Series A Term Sheet

623 pointsby akharrisover 6 years ago

33 comments

ig1over 6 years ago
As a Series A investor who invests in startups outside of the Valley, it&#x27;s hugely useful to have something like this (independent of us) that we can point to as to what&#x27;s normal, especially for founders who don&#x27;t necessarily have the network to help them.<p>Founder&#x27;s (and lawyers) who&#x27;ve never seen a term sheet before will often argue against standard terms (which no mainstream VC would move on) and on the flip-side, bad VCs will often try and put onerous terms into term sheets which can hurt the startup in future fundraising rounds or liquidity events.<p>While there&#x27;s been a huge increase in transparency at the pre-seed&#x2F;seed&#x2F;SAFE fundraising stage, Series A and beyond is still very opaque.<p>Great to see YC extending their work on transparency into the Series A stage!
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rsweeney21over 6 years ago
Former founder here. I wish I had had this when I was raising my series A. I lost control of the board at my series A when the VC said that a 2-2-1 structure would be better for everyone. 13 months later, I was fired from the company I had started. The risks are real.<p>Had I known what a standard, clean series A term sheet looked like, I could have just pointed to this term sheet on ycombinator.com and said - &quot;Make it like that.&quot;<p>I&#x27;ve found the Y Combinator resources to be some of the most valuable resources out there for startup founders. Do yourself a favor and familiarize yourself with what is available. It could help you not get fired from your startup.
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55555over 6 years ago
Can someone please help me understand what common re-vesting schedules are for founders? Like, if I raise seed money, surely I&#x27;ll have to agree to a reasonable 4-year vesting schedule. But then if I raise a series A, B, and C, do I have to agree to new vesting schedules at each raise? Will I then not fully vest until 4 years after my series C? Do I lose all my vested shares at each raise? On the one hand re-vesting seems unfair to me, but on the other hand if I were to give someone 20 million dollars I wouldn&#x27;t want them to quit the next day.<p>Also, sometimes you hear about founders being fired by their board. In this case, are they getting fully vested or are they just leaving with the equity they had vested at that point in time?
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akharrisover 6 years ago
Jason and I are happy to answer any questions people have about this document: why we included the terms we did, how to think about using, etc.
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HoyaSaxaover 6 years ago
This term sheet template is very investor friendly primarily because of the lack of detail.<p>The Company has very little leverage after a term sheet is signed especially given a standard no-shop provision. You want to reduce the number of items that need to be negotiated later in the process as much as possible.<p>This not only reduces the likelihood of having to agree to a less than favorable term that was not addressed in the term sheet, but also reduces legal costs (which the Company is paying).<p>The post does make note of this:<p>&gt; Some great investors still send longer term sheets, but this has more to do with their preference for going a bit deeper into the details at this stage, rather than deferring this until the definitive documents. The definitive documents are derived from the term sheet and are the much longer (100+ pages) binding contracts that everyone signs and closes on. It’s common to negotiate a few additional points at this stage, though deviation from anything explicitly addressed in the term sheet is definitely re-trading. Also, in a few places, this term sheet refers to certain terms as being “standard.” That may seem vague and circular, but term sheets frequently do describe certain terms that way. What that really means is that there’s an accepted practice of what appears in the docs for these terms among the lawyers who specialize in startups and venture deals, so make sure your lawyer (and the investor’s lawyer) fit that description.
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nemo1618over 6 years ago
Pet peeve of mine: You should never take a raw screenshot of a Word doc, with its red and blue underlines, cursor, etc. Convert it to a PDF first or find a way to turn off the highlighting+cursor.
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rexreedover 6 years ago
Curious to know what the &quot;typical&quot; ranges are for some of the bracketed sections:<p>* What are typical &#x2F; optimal post-money option pool sizes?<p>* What are typical &#x2F; optimal founder vesting schedules?<p>* What are the usual ratios of lead investor &#x2F; follow-on investor amounts?<p>It seems that the majority of the Preferred can vote to change the # of directors - wouldn&#x27;t that offset the initial founder-friendly board setup or am I missing how that vote is used?
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acjohnson55over 6 years ago
Do &quot;A Standard And Clean Employee Equity Offer&quot; next!<p>Seriously.
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motohagiographyover 6 years ago
This is so valuable, just to have a reference point to ask, &quot;so I&#x27;ve seen other sheets with X, what&#x27;s the case for your preference?&quot;<p>I have neither raised or invested, but do a lot of negotiations and having an external reference for framing discussion creates a lot of value. Seed is still in front of me, but these templates remove a lot of friction.<p>I was going to not-comment because it was just good news, but in case there was doubt, this is great.
johan_larsonover 6 years ago
Is this term sheet descriptive or prescriptive? Are you telling us what standard straight-forward terms <i>are</i> right now, or what they <i>should be</i> right now (and would be, in a slightly better world)?
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tschellenbachover 6 years ago
The only surprising bit for me was the dividends. Most terms sheets I&#x27;ve seen don&#x27;t require the 6% dividend. Seems weird.
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adventuredover 6 years ago
Now switch the preferred shares to common shares and eliminate all liquidation preferences and you&#x27;d have something closer to a fair term sheet template.<p>No young start-up should ever agree to preferred shares or any liquidity preferences. This is the next great battle for founders to win over venture investors. To push that risk back onto the investors where it should be instead of allowing the investors to unduly offload even more of their risk onto the founders and early employees.<p>Liquidity preferences should have never become common with start-ups, they should be quite rare. There is no more important territory for founders to be focused on taking back from venture capitalists than that. Liquidity preferences are a routine source of screwing over the founders and early employees. YC could do something tremendous for founders by fighting on their behalf to put that shifted risk back where it should be: with the investor; the founders and employees already shoulder enough risk as it is.
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anonuover 6 years ago
This is extremely useful. Most importantly, I am glad that they included examples of what is non-standard. These are the real curveballs that are difficult for first-timers to gauge. whether they are &quot;normal&quot; to have on a term sheet or whether they&#x27;re getting squeezed without really knowing.
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logicalleeover 6 years ago
Could someone here talk more about the &quot;no shop&quot; clause, which seems 100% geared toward giving a buyer better than a competitive price. But, the document says it is the only term that is legally binding!<p>How is &quot;nothing in this document is legally binding and the buyer doesn&#x27;t have to buy, EXCEPT for the term that the seller may not talk to any other buyers in any way.&quot; What kind of sense does that make? Would you &quot;accept&quot; an offer to sell your car that says it isn&#x27;t binding in any way except that you may not talk to anyone else about selling your car to them, for the next 30 days?<p>Also since it says it is &quot;legally binding&quot; what are the remedies? What is the history of such a term?<p>Why would founders agree to it and actually follow it?
mhb_engover 6 years ago
One potential modification would be to add some language to the No Shop clause to allow the lead investor to approve any other conversations about the round. This can be helpful when the Series A round is larger, as the diligence by separate investors can proceed in parallel.
Lordarminiusover 6 years ago
This may seem like a slightly out-of-place question, but is there any equivalent term sheet for seed funding ?
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wasdover 6 years ago
* What should someone do if they get push back from an investor when asked to this term sheet?<p>* If this term sheet is used, can we avoid the legal costs of a Series A?
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vxNsrover 6 years ago
I love this line:<p><pre><code> Company: [_______], A Delaware Corporation. </code></pre> Because no one is gonna incorp anywhere else. Despite 90% of SV companies starting in California.
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anuraagaover 6 years ago
This is really helpful, thanks a lot! Just wondering, is the template released as Creative Commons or anything similar? I&#x27;d like to use it in some teaching material but only if it&#x27;s intended use.
deanmoriartyover 6 years ago
I know this article focuses on founders, but I&#x27;d love to see something done in the industry for employees (especially early employees!) as well.<p>One of the former companies I worked at never allowed early exercise and issued standard ISO with 90 day expiration upon leaving, which is unfortunately essentially the analogue of &quot;standard and clean&quot; when it comes to employee compensation. By the time I was ready to leave (4+ years, I was very early) all my equity was vested, and buying it required spending ~250k (USD!) between cost of exercising and AMT taxes, all while the company shares were illiquid as ever. The company had no interest in helping me, despite me asking for an extension to the option expiration, they were too bitter that I was leaving and creating significant &quot;damage&quot; to the business.<p>It was incredibly painful and I felt very cheated and stupid for agreeing to those terms in the first place (actually faced some deep depression and anger against the world for a few months because of this, and thought about going to therapy), but what did I do in the end? I paid out the money. Yes, I wrote a check to my employer for 60k, and another check to the IRS for 190k, depleting my non-emergency savings (and this is from a very frugal person, who never even spent more than 8k on a car, car being my biggest expense ever). There were funds who would lend me the money, but wanted 50%+ of the proceeds, and if the company goes under you&#x27;re still on the hook for a taxable event when the loan is forgiven.<p>Luckily AMT for ISO exercise can be slowly (very slowly) recouped in future tax years (and the new tax law made it a bit easier by increasing the deduction and the phaseout limits), but I still had to waste so much of my after tax money just to leave with what I matured over the years. And that money is now sitting in the government pockets for years, producing me no interest and losing value with inflation until I recoup all of it.<p>Fortunately, a year after I bought those shares one of the investors contacted me and bought some of my equity, so I was able to recoup all what I originally put in (and then some). But it&#x27;s simply insane, and I am still in the hole for all that AMT that I will recoup in ~10 years, no less.<p>Other coworkers who left and didn&#x27;t have the money to come up with the exercise and tax liability, simply lost them, justifying to themselves &quot;well, they&#x27;re probably not going to be worth anything anyway&quot; (which could be totally true even after paying thousands to exercise them!).<p>It&#x27;s a plain insult to startup employees. I wish all startup employees would rebel against this and refused to accept any startup offer unless there was early exercise paid by the company upon joining, or option expiration window of 10+ years.<p>I, for one, know that will never __ever__ join another startup again for this reason.
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olliepopover 6 years ago
We&#x27;re closing our seed round this week - this is such a good reference, especially because I have a technical background.<p>Is anybody able to shed some light on the key differences between a seed term sheet and this Series A term sheet?
mixmastamykover 6 years ago
Does anyone have a link to a great intro on VC for dummies? I keep seeing these kind of posts but not the big picture in blog form. Maybe a thousand words or two, not too detailed.
benmowaover 6 years ago
Very useful, thanks! Is access to financial statements implied? what about requiring audited financials? or is that not common&#x2F;expense at that stage?
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auviover 6 years ago
are there any good book with lots of examples of term sheet&#x2F;valuation math for startups?
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naveensparkover 6 years ago
Founders should invest time and effort to ask for more board seats. The YC doc is a good start but if you follow this to the letter you may lose control in your B or C when the B and C investor also want board seats. Also it’s important to keep in mind that there is no “standard.” Everything is always negotiable.
yayaaover 6 years ago
Can someone please explain each clause in layman’s terms. Thanks.<p>Trying to learn the lingo of VC.
andys627over 6 years ago
For real estate, your state’s realtor organization will have standard purchase forms available with a quick google search. With these, a title insurance company, and home inspector, you can easily do a private party real estate deal where everybody has reasonable insurance.
mnemotronicover 6 years ago
I&#x27;m a software guy. Most of that sheet is a foreign language to me.
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taherchhabraover 6 years ago
Is there any similar resource and guidance for seed&#x2F;angel, thanks
wtvanhestover 6 years ago
I thought the original SAFE was on casetext.com. Too bad this wasn&#x27;t loaded there as well.
entity345over 6 years ago
How enforceable is that &quot;No Shop&quot; clause that is said to be binding in the document?
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zxcvvcxzover 6 years ago
Question: do investors usually vest at the same rate as founders, or at all?<p>E.g. if they put in 1M for 25%, do they legally receive the 25% of shares right away?<p>What&#x27;s typical here? In terms of investor vesting relative to the founders.
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