G Bhavana Sravanthi PGP10083 Term Sheet Negotiations: Negotiations between investors and entrepreneurs which decides the further relationship between them based on term sheet During early stages of financing in start-ups, decisions taken would influence outcomes that determine their ability to increase their value and control over the company Founder’s dilemma – whether to increase wealth or have control over the company Higher priority to control and lower priority towards ability to grow – King founder, while the Rich founder – vice versa Term sheet functions: Summary of financial and legal terms related to the transaction Quantifies the value of transaction Future legal documents governing the transactions between investors and entrepreneurs would be affected by initial term sheet Investors want to see good returns, minimize their downside risk, create an exit from the investment Investors are concerned about economics and control while investing Entrepreneurs need capital for growth of the company and need expertise and contacts Key terms in Term sheet: Valuation Option Pool Liquidation Preference Anti-dilution protection Dividend rights Board composition Protective Provisions Drag along rights Valuation Entrepreneurs search for investors who can provide highest valuation, while investors look for lowest price and gain highest percentage of ownership Higher valuation means more equity with founder – rich founder Give up financial gains in order to maintain control over the venture – king founder Option Pool This affects the founder’s equity and the employees quality Anti-Dilution Protection Full ratchet method, Weighted Average Method Full ratchet : Assume that company is going for 2 nd round of financing (series B), then full ratchet is only in interest of series A investors, but not of founders and next round of financing