Term sheets (also known as a memorandum of understanding or letter of intent) are essential for startup founders and leaders aiming to attract investors like venture capitalists (VCs) to fund their ventures. In this article, we'll navigate the complexities of term sheets, providing examples, discussing the differences between term sheets and definitive agreements, and giving insights on creating and negotiating them.
What is a term sheet?
A term sheet is a nonbinding document that outlines the principal terms and conditions of a proposed investment or business transaction. It serves as a basis for negotiation between parties, such as startup founders, investors, or potential partners.
Term sheets typically include information on the company's valuation, investment amount, equity structure, liquidation preferences, anti-dilution provisions, and other relevant terms that influence the parties' relationship.
Once both parties reach a consensus on the terms outlined in the term sheet, they draft a legally binding agreement, such as a definitive or investment contract, formally incorporating the agreed-upon terms. A term sheet streamlines the negotiation process and helps parties reach a mutual understanding before committing to a binding agreement.
What is a startup term sheet?
A startup term sheet is a document that specifies the key terms of an investment in a startup. It outlines the rights, preferences, and protection for the investor and the startup. Startup term sheets are crucial for founders and leaders as they set the groundwork for securing investments and partnerships necessary for growth.
Term sheet example: What does it look like?
A term sheet contains various components that outline the conditions of an investment. A term sheet example can include the following terms and clauses:
The pre-money valuation of your startup that determines the price per share for the investment.
The distribution order of the proceeds in the event of the startup’s liquidation or sale.
These mechanisms protect investors from diluting their ownership percentage in future funding rounds.
The number of board seats allocated to investors.
Vesting schedule for founders and employees
A timeline that dictates when founders and employees gain full ownership of their equity.
The percentage of a startup's shares set aside for future employees, typically in stock options or other equity-based compensation.
Are term sheets legally binding?
Term sheets are generally nonbinding legally, serving as a starting point for negotiations between startups and investors. However, specific provisions within a term sheet, such as confidentiality and no-shop clauses, can be legally enforceable. Founders and leaders need to understand the conditions of the term sheet and consult with legal advisors to ensure clarity and compliance.
Term sheet vs. definitive agreement: What are the differences?
Compared to a term sheet, a definitive agreement is a legally binding contract that finalizes the terms of an investment, merger, or acquisition. Aside from its binding nature, let’s see how definitive agreements differ from term sheets.
Level of detail
Term sheets provide an overview of terms and conditions, while definitive agreements include comprehensive language and provisions.
Term sheets may be subject to negotiation and revision, while definitive agreements contain finalized legal obligations for all parties.
Time and resources involved
Term sheets require less time and fewer resources to draft than definitive agreements.
What is an equity term sheet?
An equity term sheet is a specific term sheet that outlines the terms and conditions governing an equity investment in a startup. It serves as the foundation for negotiations between the startup and potential investors, detailing key aspects such as valuation, investment amount, share structure, and the rights and preferences associated with the offered equity.
The equity term sheet sets the stage for subsequent legally binding agreements, ensuring both parties understand their expectations and responsibilities regarding the equity investment.
Negotiating a term sheet
Understand investor expectations. Research your potential investors' preferences, prior investments, and objectives to better anticipate their expectations. This knowledge will help you tailor your proposal and address their concerns.
Prioritize key terms
Concentrate on the terms most critical to your startup's success and be open to compromise on secondary aspects.
Leverage comparables and market standards
Familiarize yourself with industry benchmarks and use them to support your position during negotiations. Presenting data-driven arguments will lend credibility to your stance and demonstrate your thorough understanding of the market landscape.
Know your limits
Recognize the boundaries of what you are willing to accept and be prepared to explore alternative opportunities if a deal doesn't meet your startup's requirements. Keeping an open mind and staying true to your startup's core values will ensure long-term success and alignment with the right investors.
Co-founder term sheet: Setting the groundwork
A co-founder term sheet is essential for establishing a solid foundation for collaboration between co-founders. Key terms and conditions to include in a co-founder term sheet are:
Clearly outline each co-founder's ownership stake in the startup, ensuring that the equity distribution is fair and reflects each individual's contributions and responsibilities.
Roles and responsibilities
Define each co-founder's specific roles and responsibilities to ensure clear expectations and accountability. This clarity helps prevent potential conflicts and miscommunication down the road.
Establish how you will proceed through decisions, including voting rights and dispute resolution procedures. A well-defined decision-making process promotes efficient collaboration and supports a healthy working relationship among co-founders.
Vesting schedule for co-founders
This dictates when co-founders gain full ownership of their equity, helping protect the startup in case a co-founder leaves the company early.
Agree on a plan for overseeing the departure of a co-founder, including the transfer or repurchase of their equity. Having an exit strategy ensures a smooth transition and minimizes potential disruptions to the startup's operations.
Term sheets: Key takeaways
Term sheets play a crucial role in securing investments and partnerships for startups. Startup founders and leaders need to understand the intricacies of term sheets and negotiate them effectively.
By grasping the differences between term sheets and definitive agreements, knowing the importance of nonbinding contracts, and learning how to create and negotiate a term sheet, you are better prepared to navigate the fundraising process and establish successful relationships with investors and co-founders.
Disclaimer: LTSE is neither a law firm nor provides legal advice. Before making decisions on matters covered by this post, readers should consult their legal adviser.