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A Standard and Clean Series A Term Sheet

blog.ycombinator.com

121–130 of 172 posts

Re: A Standard and Clean Series A Term Sheet

#122
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.

I was under the impression that more and more founders (and even investors) are speaking out against the idea of legal fees paid by the founders. Is that only at the seed stage and acceptable at Series A?

To me it is totally unreasonable. We had a series A investor that required that. Their attorneys poked around and argued about every little thing and charged us $1200 an hour. They even had a $50k cap in the documents which they asked the VC to raise once they saw they were going to be able to exceed. The VC of course agreed because it wasn't his money and then proceeded to pressure us to accept it. We had already wasted so much time with these guys and racked up our own legal bills. So we were pretty much at their mercy.

If my company is going to pay your legal fees, then they work for me, not you and I will reserve the right to fire them and find someone really cheap instead.

Re: A Standard and Clean Series A Term Sheet

#123
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.

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 - "Make it like that."

I'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.

Re: A Standard and Clean Series A Term Sheet

#126
post #86

I love this line: Company: [_______], A Delaware Corporation. Because no one is gonna incorp anywhere else. Despite 90% of SV companies starting in California.

It doesn't matter where the company raising an A started, it is usually incorporated in Delaware. If the company incorporated elsewhere, it will almost always reincorporate in Delaware prior to raising an institutional round. This isn't true for certain international jurisdictions, but within the US, it is a near certainty.

Right, I just thought it was a funny quirk of our legal system.

Re: A Standard and Clean Series A Term Sheet

#127
post #88

Earlier quoted context omitted.

If the answer to either of the first two questions is yes, where would I go to learn the jargon? (I do know about google, I'm just hoping there's a good resource that has everything so I don't need to search individual terms).

This book is pretty good and reasonably up to date: https://www.amazon.com/Entrepreneurs-Guide-Business-Law-4th/... We used an older edition as a textbook in a Venture Capital seminar back when I was in law school.

Thank you!

Re: A Standard and Clean Series A Term Sheet

#128
post #93
post #88

Earlier quoted context omitted.

If the answer to either of the first two questions is yes, where would I go to learn the jargon? (I do know about google, I'm just hoping there's a good resource that has everything so I don't need to search individual terms).

Venture Deals by Jason Mendelson and Brad Feld is a good overview. If you want to get more technical, the NVCA publishes a list of their own "standard" documents, which go into depth on some of the standard and non-standard provisions and what they mean, but it's not quite as user friendly.

Thanks, I'll take a look.

Re: A Standard and Clean Series A Term Sheet

#130

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. 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 - "Make it…

Yeah, thanks guys!
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