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Both Sides Must Be Fair in a Term Sheet Negotiation

By: Dave Berkus

 

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By Basil Peters

 
After being an active angel investor for about fifteen years, I realized that many of the discussions I was involved in were virtually identical to ones I’d had many times before. A good example was during the negotiation of a term sheet. These usually involve a handful of angel investors, and a few entrepreneurs, who all want to build the very best term sheet for their exciting nascent enterprise.
 
Unfortunately, the previous experiences, and depth of knowledge of the individuals are almost always very different. To finalize a term sheet, everyone involved must come to an agreement on some fundamental principles which will have a profound effect on the future of the company. Just a few of these terms include vesting, corporate structure, governance principles, financing strategy, valuation and exit strategy.
 
Each one of these terms includes aspects of fairness, ethics, law, business, entrepreneurship, psychology and investing. Very often, the initial opinions of the people around the table are radically different. In most cases, these are well-meaning, intelligent people who all sincerely want to find the best solution.
 
Angel investing today is similar to where venture capital investing was in the mid-1980s. Back then, there was no consensus on best practices in that industry. As an example, twenty five years ago, most VCs used common share deal structures. It was not until the later 1980s that the preferred share structure became popular.
 
During those times, VCs had lots of conferences where thought leaders gathered to discuss term sheets, deal structures and fund strategies. As a result, there is tight agreement today on the form of VC term sheets and definitive investment agreements. Angel investing is rapidly evolving to the same state of development, as a result of networking, industry associations, and deal sharing between angel groups.
 
This article was originally published by Berkonomics
 
Author: Basil Peters is perhaps the best known name in the world of early stage company exits. His groundbreaking book, “Early Exits” has become a textbook for angel groups and entrepreneurs throughout the world. His Strategic Exits Corporation provides M&A advisory services, and he is much in demand as a speaker at angel and entrepreneur events worldwide.
Published: May 23, 2014
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Dave Berkus

Dave Berkus is a noted speaker, author and early stage private equity investor. He is acknowledged as one of the most active angel investors in the country, having made and actively participated in over 87 technology investments during the past decade. He currently manages two angel VC funds (Berkus Technology Ventures, LLC and Kodiak Ventures, L.P.) Dave is past Chairman of the Tech Coast Angels, one of the largest angel networks in the United States. Dave is author of “Basic Berkonomics,” “Berkonomics,” “Advanced Berkonomics,” “Extending the Runway,” and the Small Business Success Collection. Find out more at Berkus.com or contact Dave at dberkus@berkus.com

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