If you’ve never seen a term sheet or before — or have for that matter — it can have a dizzying effect. There’s a lot of complex language and terms you’ve likely never seen before. To help ensure best practices and simplicity in your current and future rounds, use National Venture Capital Association’s sample term sheet or one that’s been modeled after it. Moreover, understanding the terms in the agreement, as well as having a very good lawyer, will help you get through it.
Here’s a quick, skimmable glossary of terms to understand. The glossary is built so you can follow along — each term is listed in the order it appears in the sample NVCA term sheet.
· Investors: Those who are investing money into the business.
· Amount Raised: Total amount raised to date.
· Price Per Share: Price of each share.
· Pre-Money Valuation: Value of the company before investment.
· Capitalization: Company’s shares multiplied by share price.
· Dividends: Distribution of company’s profits or reserves to its shareholders based on a percentage rate of the purchase price when declared by a predetermined group like the Board of Directors (typically not declared in early-stage companies until liquidation event).
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· Liquidation preference: The order of funds returned to a particular class of stock ahead of other classes of stock in the event of a liquidation event, such as the sale of the business.
· Voting rights: The grouping of stockholders, typically preferred stock as one group and common stock as another group, when it comes to a vote on core items as defined in the term sheet.
· Protective Provisions: Veto rights that investors have on certain actions by the business.
· Anti-Dilution Provisions: Protects an investor from dilution resulting from later issues of stock at a lower price than what the investor originally paid.
· Mandatory Conversion: Conversion of preferred equity into common stock based on a public offering and/or consent of preferred stockholders.
· Pay to Play: Requires preferred-stock holders to buy the firm’s new stock issues or else lose certain benefits like anti-dilution protection.
· Redemption Rights: A feature of preferred stock that allows investors to require the company to repurchase their shares after a specified period of time.
· Representations and Warranties: Provides guarantees and assurances about the state of the business between the company and investors.
· Conditions to closing: Tasks that must be fulfilled before the deal agreement is closed.
· Registration Rights: A restricted stock investor’s right to require a business to list the shares publicly so that the investor can sell them.
· Demand Registration: Entitle an investor to force a company to register shares of common stock so the investor can sell them to the public.
· Piggyback Registration: Allows a business’s shares to be sold in conjunction with a new public offering.
· Lock-up: Restricting the sale or transfer of shares post-transaction.
· Right to Participate Pro Rata in Future Rounds: An investor’s right to continue to participate in future rounds so they can maintain their percentage ownership.
· Matters Requiring Investor Director Approval: Identifies critical business decisions that would require consent from the investor representative on the Board of Directors.
· Non-Competition and Non-Solicitation Agreements: Neither party is allowed to enter into or start a similar business.
· Non-Disclosure and Developments Agreement: Agreement to not pass along confidential information to an external party about the business or its products or services.
· Employee Stock Options: A security which gives the employee the right to purchase company stock at a set price for a fixed period of time.
· Key Person Insurance: Life insurance on the key management team member(s), such as the CEO, that are critical to driving the value and success of the business.
· Right of First Refusal/Right of Co-Sale (Take-Me-Along): Defines the right of an investor to buy or sell shares in the future prior to an offer going out to another party.
· Board of Directors: Body of elected or appointed members who jointly oversee duties that are outlined in the company’s charter.
· Drag Along: A right that enables a subset of shareholders to force all other shareholders to agree to the sale of the company.
· Founders’ Stock: Shares of common stock that are issued to founders at the formation of a new business.
· No Shop/Confidentiality: Requires business not to solicit any offer of an investment in the company by a party other than the venture capital investor for a certain period.
This post is part of the Hyde Park Angels Entrepreneurial Education Series, which brings together successful, influential entrepreneurs and investors to teach entrepreneurs everything they need to know about early-stage investment through events, articles, videos, and more. If you are interested in learning more about similar topics, save the date for “Connecting Corporations and Startups” on September 24.
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Hyde Park Angels is the largest and most active angel group in the Midwest. With a membership of over 100 successful entrepreneurs, executives, and venture capitalists, the organization prides itself on providing critical strategic expertise to entrepreneurs and the entrepreneurial community. By leveraging the members’ deep and broad knowledge of multiple industries and financial capital, Hyde Park Angels has driven multiple exits and invested millions of dollars in over 40 portfolio companies that have created over 850 jobs in the Midwest since 2006.
About the Authors
Michael Sachaj
Michael is the Associate Director of Hyde Park Angels. He leads HPA’s investment opportunities through sourcing deals, conducting due-diligence, and providing oversight of the University of Chicago Booth Associate team. Michael joined Hyde Park Angels after spending three years as a strategy consultant with Booz Allen Hamilton in Washington, D.C. where he worked on a variety of process and customer service improvement efforts. He earned a BA in Political Science from Northwestern University in 2009.
Amutha Muthumukar
Amutha is a marketing intern at Hyde Park Angels. Her role is to assess analytic tools and develop strategies to further HPA’s social media campaigns. She also works to maintain community relationships and increase HPA’s community engagement. Previously, she has worked with startups on redesigning social marketing campaigns through data analysis.
Alida Miranda-Wolff
Alida Miranda-Wolff is Associate Manager at Hyde Park Angels. Her role includes creating and executing marketing and communications strategies, planning and managing events, fostering and maintaining community and industry partnerships, and managing membership. Prior to joining Hyde Park Angels, Alida served as a manager, data analyst, and publication specialist at a multibillion dollar industrial supply corporation. She has led one of the most successful Kickstarter campaigns in Chicago history and worked with half a dozen startups in various marketing, content creation, and project management roles. Alida believes in creating valuable, spreadable multimedia content, and has done so as a freelance writer for several print and online publications.
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