The National Venture Capital Association (NVCA) model term sheet is a solid starting point. But deals don’t happen in a vacuum — and real-world nuance matters.
Here are 10 things I always recommend including in a term sheet to save you from confusion, drift, or unnecessary friction later:
Yes, include pre-money valuation and price per share.
But also attach a cap table showing actual post-close ownership, fully diluted.
Too many deals get tripped up arguing about percentages that were “understood” differently.
Pro tip: Make sure it includes the option pool and any convertible instruments still outstanding.
Specify exactly how many seats there are, who appoints whom, and whether seats are tied to specific share classes or % thresholds.
Real world trick: Add what happens in the next round. Do current investors lose seats? Keep them as observers?
Define what actions require preferred consent — mergers, new equity, debt, hiring/firing execs, etc.
Bonus tip: Don’t just say “standard NVCA list.” Call out any non-standard protections so they don’t get buried later.
1x, participating, non-participating, capped? Get specific.
Real world risk: If you’re stacking multiple rounds, clarify whether preferences are pari passu or senior by class. This becomes a huge deal in down exits.
Will the option pool come from the pre-money or post-money? And how big is it?
Pro tip: Get both sides to agree to an actual option budget, not just a % placeholder — especially if you’re hiring aggressively post-close.
Are founders fully vested? Will any shares re-vest? What happens if someone leaves?
Real world trick: If there’s a cliff or accelerated vesting, define the triggers. Don’t assume everyone reads “single trigger” the same way.
Spell out who gets to participate in future rounds — and for how long.
Pro tip: If early investors are getting squeezed in future pro rata, this is the place to protect them.
Define what investors get and how often — financials, board decks, budgets.
Real world trick: If someone’s putting in real money but won’t have a board seat, use this section to keep them informed without making the board table too crowded.
You don’t need a spreadsheet, but a basic breakdown helps avoid future friction.
Pro tip: Call it out if any founder liquidity or debt paydown is part of the round — no one likes surprises here.
This is your catch-all for whatever’s unique to your deal:
Real world trick: If it affects control, economics, or perception — it belongs in the term sheet.
The best way to protect a deal is to document alignment early.
The worst mistake? Treating the term sheet as a handshake, then being surprised when final docs don’t match.
It catches the drift, flags missing terms, and makes sure what you sign at the end is what everyone agreed to at the start.
Because clean deals don’t start with clean term sheets.They start with clear ones.
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One of the biggest blind spots in legal and deal work?
I’ve seen it everywhere — from early-stage companies to complex, PE-backed portfolios:
Everyone obsesses over the signing. And then the deal docs get zipped into a folder, buried in a drive, and forgotten — until someone must dig them up in a crisis.
But here’s the thing: your law firm moves on. You don’t.
The general counsel, the CFO, the investor — you are the one who must live with the deal.
You’re the one fielding questions. Tracking veto rights. Checking compliance. Untangling what got signed when no one can remember which version was final.
Legal portfolio management isn’t just about avoiding mistakes. It’s about staying in control of the structures you’ve already built.
Who has what board rights across your cap table?
When do special veto powers expire — or kick in?
How do distribution waterfalls work across a multi-entity structure?
What quiet landmines are sitting in your old side letters, convertible notes, or carve-outs?
If you can’t answer these quickly, you’re not managing your portfolio.You’re just constantly reacting to it.
Recently, I talked to a deal team whose lawyer retired and left no successor to manage past deals. They were especially concerned about their new counsel's ramp-up period — particularly around buried investor side letters, MFN clauses, and nuanced investor rights hidden deep in their portfolio.
Not just to pull clauses. But to guide teams through the structural reality of the deal: Board control. Voting dynamics. Liquidity rights. True-up provisions. Waterfall math.
Across dozens — or hundreds — of contracts, over time.
Aracor doesn’t just store your deals. It understands them. So you can respond with confidence — anytime someone asks, “What are we actually obligated to do here?”
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built for deal teams across family office, in-house, private equity, and venture capital.