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A Standard and Clean Series A Term Sheet

blog.ycombinator.com

41–50 of 172 posts

Re: A Standard and Clean Series A Term Sheet

#41
post #19

Now switch the preferred shares to common shares and eliminate all liquidation preferences and you'd have something closer to a fair term sheet template. 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 o…

And remove/edit the vesting schedule. A vesting schedule of this sort may be reasonable for YC, but is unreasonable in some other cases. Many founds have already invested their life savings (and more) and years of work without pay. They should not lose their existing shares.

If it's essentially a growth round labelled as an A you can normally negotiate the vesting schedule, but if you're at a standard Series A point, then it's unlikely you'll be able to change it unless you're a super hot deal.

It'll likely take 7+ years from a Series A to an exit, if a founder leaves straight after funding and keeps all their equity, that's hugely demoralizing to the rest of the founders. They'll have to do the work to generate the value of the business over the next decade and end up with exactly the same rewards as the founder who left. It's the kind of thing that kills businesses.

From an investor perspective, an investor is unlikely to want to invest if the founders aren't committing to stick with the business.

Re: A Standard and Clean Series A Term Sheet

#42

Now switch the preferred shares to common shares and eliminate all liquidation preferences and you'd have something closer to a fair term sheet template. 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 o…

If the startup isn't going to agree to preferred shares, they're not going to get funded. If the startup is wildly successful, the preference won't matter anyway.

Re: A Standard and Clean Series A Term Sheet

#44
post #14

Earlier quoted context omitted.

I'm a founder and have never been an investor. I feel there are many things that could be improved, but I don't feel that moving investors to preferred is one of them. My sense is that investors take a risk and that preferred protects them from a lot of downside of that risk. If they didn't have that protection, they'd need to do way way more work to protect against the risk, making it harder for startups to get/clos…

I think you already answered that question in your post. There would be incrementally more proceeds for the founders and employees in an exit that is flat or below the postmoney valuation of the Series A round. But as you also noted, this stuff doesn't exist in isolation - pull one lever and it results in other changes. In this case, that outcome would probably change how the investors think about the risk-reward and…

> There would be incrementally more proceeds for the founders and employees in an exit that is flat or below the postmoney valuation of the Series A round

Right, I understand the outcome, but why do we want to do that.? What problem is solved by this? I'm trying to extract the benefits so that we can weigh them against the downsides.

Re: A Standard and Clean Series A Term Sheet

#45
post #12
post #2

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.

My reading is that this includes a pre-money option pool (aka the "option pool shuffle": http://venturehacks.com/articles/option-pool-shuffle ), which while standard feels dirty. Any thoughts on this?

We send people that link all the time to help them understand option pools. The main point of that post is to make it clear to founders that when an investor is saying they'll invest $X to get 20%, the dilution is more than 20% because of the impact of the pool.

I think if the pool is not part of the premoney, investors just adjust the valuation to compensate.

Just focus on the final output. Take the term sheet and work with your lawyer to model out how much you own after the round is closed. Is that a good deal or not? If you don't like it, there are multiple ways to increase your post-closing ownership. Moving the option pool into the post-money is one of the hardest ways to accomplish that because you are trying to move the investor up on both valuation and convention.

Re: A Standard and Clean Series A Term Sheet

#46
I know this article focuses on founders, but I'd love to see something done in the industry for employees (especially early employees!) as well.

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 "standard and clean" 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 "damage" to the business.

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're still on the hook for a taxable event when the loan is forgiven.

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.

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's simply insane, and I am still in the hole for all that AMT that I will recoup in ~10 years, no less.

Other coworkers who left and didn't have the money to come up with the exercise and tax liability, simply lost them, justifying to themselves "well, they're probably not going to be worth anything anyway" (which could be totally true even after paying thousands to exercise them!).

It'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.

I, for one, know that will never __ever__ join another startup again for this reason.

Re: A Standard and Clean Series A Term Sheet

#47
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.

Re: A Standard and Clean Series A Term Sheet

#48
post #19

Now switch the preferred shares to common shares and eliminate all liquidation preferences and you'd have something closer to a fair term sheet template. 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 o…

And remove/edit the vesting schedule. A vesting schedule of this sort may be reasonable for YC, but is unreasonable in some other cases. Many founds have already invested their life savings (and more) and years of work without pay. They should not lose their existing shares.

I didn't see a vesting schedule indicated for founders, only for regular employees. The spot for the founder vesting schedule was blank brackets indicating a negotiation with no default.

(I just read the inline version, not the downloadable Word version.)

Re: A Standard and Clean Series A Term Sheet

#50
post #7

As a Series A investor who invests in startups outside of the Valley, it's hugely useful to have something like this (independent of us) that we can point to as to what's normal, especially for founders who don't necessarily have the network to help them. Founder's (and lawyers) who'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, b…

Glad you agree.

Looking forward to seeing some (more) term sheets from you!

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