Most founders read a term sheet the way people read a phone contract: skim for the price, sign, move on. That works fine until one of the other twenty clauses decides what happens to your company. Here are the five that actually move outcomes.
1. Liquidation preference
Not just the multiple (1x is standard; anything above that in an early round is a flag) but whether it’s participating or non-participating. Participating preferred lets investors take their money back and then share in what’s left — effectively double-dipping. It’s rare in healthy markets and common in desperate ones. Know which one you’re signing.
2. Pro-rata rights
Standard and usually fine — it lets an investor maintain their ownership percentage in future rounds. Watch for “super pro-rata” clauses that let an investor buy more than their existing stake. That’s a bet against your future investors’ appetite, negotiated before they even exist.
3. Board composition
The number of seats matters less than who controls the tiebreaker. A 2-2-1 board with an “independent” seat picked by the investor isn’t independent. Ask who nominates that seat, and get it in writing.
4. Protective provisions
The list of things you can’t do without investor approval. A reasonable list protects everyone. A bloated list — approval needed to hire a VP, sign a lease, or change the option pool — hands your investor an effective veto over daily operations. Negotiate this list line by line; nobody else will.
5. Vesting acceleration on acquisition
Single-trigger acceleration (your shares vest immediately on acquisition) sounds founder-friendly until you realize it makes your company harder to sell — acquirers don’t like paying out fully-vested founders with no retention lever. Double-trigger (acceleration only if you’re also terminated) protects you without spooking a buyer. Push for double-trigger.
We read term sheets for a living, on both sides of the table. If yours has a clause you can’t explain in one sentence, that’s usually the one to send us — get in touch.
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