What is a Term Sheet? - when you raise from Venture Capital

What is a Term Sheet? - when you raise from Venture Capital

In the world of startup fundraising, navigating the complexities of venture capital funding rounds can be a daunting task for founders. The term sheet plays a pivotal role in the negotiations of your fundraising. But what exactly is a term sheet and why is it so crucial in the realm of startup financing? I will explain term sheets, its purpose and its key terms to look for when you receive your term sheet.

What is a Term Sheet?

A term sheet is a concise, non-binding document that outlines the key terms, conditions, and provisions of a potential investment in a startup by a venture capital firm or angel investor. It servers as a critical starting point and a framework for the subsequent legal documents that will govern the investment and the shareholders' agreement.

Components of a Terms Sheet

  • Investment Amount: The total amount of capital the VC will invest in the startup.
  • Valuation: This is the pre-money valuation of the startup, determining how much ownership the investor will receive in exchange for the investment amount.
  • Ownership Percentage: The percentage of shares the VC will hold in the startup after the investment.
  • Liquidation Preference: Details the order in which investors will be paid in the event of a liquidation event, such as an acquisition or initial public offering.
  • Voting Rights: Specifies the extent of the investors voting rights and influence in key decisions related to the startup's operations and direction.
  • Dividends: Outlines whether preferred shareholders (VCs) will receive dividends and, if so, the rate and frequency.
  • Board of Directors, Observer: Specifies the composition of the board of directors, including the number of seats allocated to the VC and the founders.
  • Drag Along Rights: Defines the circumstances under which the investor can compel other shareholders, typically founders, to join in the sale of the company or a significant portion of their shares.
  • Pre-emptive Rights: Outlines the investor's right to purchase additional shares in future financing rounds to maintain their ownership percentage.
  • ROFR: Right of First Refusal specifies whether the investor has the right to purchase the shares of departing founders or shareholders before they can be sold to third parties.
  • Information Rights: Describes the level of access and information the investor is entitled to regarding the startup's financials, operations, and strategic decisions.
  • Down Round Protection: Outlines provisions to protect the investor's ownership stake in the event of a future financing round at a lower valuation than the current one.
  • Vesting Schedules: Defines the vesting schedule for founder's equity, ensuring commitment and alignment of founders with the startup's long-term success.

Other Matters on a Term Sheet

  • Stock Purchase Agreement: Details the terms and conditions for the purchase of shares, including any warranties and representations.
  • No Shop: Specifies if the startup is restricted from seeking or accepting investment offers from other parties during the negotiation period.
  • Confidentiality: Outlines the obligations of both parties regarding the protection of confidential information shared during the negotiation process.
  • Closing Conditions: Defines the conditions that must be met before the investment deal can be closed, such as regulatory approvals or due diligence.
  • Expenses: Specifies which party is responsible for covering the expenses related to the negotiation and closing of the investment.
  • Term Sheet Validity: Indicates the period during which the term sheet remains valid, typically subject to negotiation and agreement on the formal investment documents.

VCs may introduce additional terms that we haven't discussed here. However, the terms mentioned above are among the most commonly used and respected ones employed by leading venture capital firms worldwide.


In the world stage of venture capital the term sheet is a fundamental document that sets the stage for successful investment. Understanding its key components and significance empowers you founders to navigate negotiations effectively and make informed decisions when presented with your first term sheet.

Book Recommendation // Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist is a must-have resource for any entrepreneur, venture capitalist, or lawyer involved in VC deals as well as students and instructors in related areas of study. Link to Book: Bol.com (Netherlands)

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