7 Days
·Cohort-based Course
Master VC term sheets with The Academy – the go-to school for those perfecting the craft of venture capital.
7 Days
·Cohort-based Course
Master VC term sheets with The Academy – the go-to school for those perfecting the craft of venture capital.
Instructor Experience
Course overview
***UPDATE: To keep the quality of conversation and interaction high, I'm limiting each cohort to 5-10 students. Once a cohort reaches capacity, I'll open a new one for you to enroll in.
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In the venture capital world, term sheets are more than just documents—they are the foundation of your investment strategy and returns. Whether you’re a new VC looking to sharpen your skills or a seasoned investor aiming to stay ahead, this course will provide the insights and tools to navigate term sheets confidently and precisely.
Designed specifically for current and aspiring venture capitalists, this course offers a deep dive into the key elements that drive successful investments. You'll learn to decode term sheets and understand critical terms like valuation, liquidation preferences, anti-dilution provisions, and more—all through the lens of maximizing investor value. We’ll cover the nuances that can make or break a deal, from structuring terms to mitigate risks to leveraging your negotiation position to secure favorable outcomes.
By the end of this course, you will:
- Master the essential components of a venture capital term sheet and understand how each term impacts your investment’s potential.
- Develop advanced negotiation tactics to protect your interests while aligning with founders for mutual success.
- Anticipate and address potential pitfalls, enhancing your ability to structure deals that drive returns.
This course is tailored for investors looking to deepen their understanding of term sheets and refine their deal-making prowess. Whether managing your first deal or expanding your portfolio, you’ll be equipped with actionable strategies, expert insights, and the confidence to craft winning term sheets.
Elevate your venture capital skills—understand, negotiate, and invest with excellence.
01
VCs investing in startups who need to negotiate term sheets and want to ensure their investments are aligned with their return targets.
02
Aspiring VCs who want to break into the industry, crush their interviews, and land their first job at a VC firm.
03
Founders raising (and preparing to raise) venture capital who will need to negotiate term sheets and want to protect their interests.
The key concepts: economics and control
Economics in VC term sheets defines financial terms like valuation, liquidation preferences, and anti-dilution, determining payout and ownership. Control covers decision-making rights, board composition, and voting power. Balancing both ensures fair, strategic partnership.
Pre-money vs. post-money valuation
Pre-money valuation is the value of a startup before new investment, while post-money valuation is the value after investment, including the new capital. The difference impacts ownership percentages and how much equity an investor receives for their investment.
Fully diluted post-money capitalization
The fully diluted post-money capitalization includes all outstanding shares plus options and convertible securities. It affects valuation by reflecting the total potential dilution and giving a clearer picture of ownership stakes after new investment.
The option pool shuffle
The option pool shuffle refers to allocating a portion of shares for future hires, usually from the founder’s equity before calculating the investor’s ownership. This can dilute the founder’s stake, so understanding its size and timing is key to fair negotiation.
SAFEs, convertible notes, and warrants
Outstanding SAFEs, convertible notes, and warrants can impact valuation by adding potential future shares to the total equity. They dilute current ownership and decrease the effective valuation.
The three types of preferred stock
Preferred stock types include non-participating (gets its payout or its share of the proceeds), participating (gets its payout plus a share of remaining proceeds), and participating with a cap (gets its payout plus a share of remaining proceeds up to a certain amount).
How liquidation preference works
Liquidation preference determines the order and amount investors are paid in an exit event. It ensures preferred shareholders are paid first, up to a specified amount, before common shareholders see any returns. This can protect investor interests but may impact founder proceeds.
Voting rights
Voting rights are crucial for founders as they determine who has a say in key business decisions, such as fundraising, strategic changes, and exits. Ensuring balanced voting rights helps maintain founder control and aligns decision-making with the company's vision and goals.
Protective provisions
Protective provisions give VCs the right to veto significant decisions, such as company sales or new share issuance. Understanding these provisions helps investors safeguard their interests while ensuring alignment with the founders' long-term vision.
Anti-dilution protection
Anti-dilution provisions shield VCs from losing value in down rounds by adjusting their equity. Understanding these terms helps investors protect their stake while fostering a fair equity distribution, maintaining alignment with founders across all funding stages.
Pay-to-play
Pay-to-play provisions require VCs to invest in future rounds to maintain their rights and avoid dilution. Understanding these terms helps investors protect their position while aligning commitment levels and ensuring ongoing support for the portfolio company's growth.
Redemption rights
Redemption rights let VCs require a company to repurchase shares after a set period. Understanding these rights helps investors manage exit timelines and liquidity, while balancing the need for the company's financial stability and growth potential.
Registration rights
Registration rights allow VCs to require a company to register their shares for public sale. Understanding these rights helps investors plan exit strategies while considering the company’s readiness and the potential impact on its market debut.
Information rights
Information rights give VCs access to company financials and updates. Understanding these rights helps investors ensure transparency and trust while respecting the company’s need to safeguard sensitive information and maintain operational integrity.
Pro rata rights
Pro rata rights enable VCs to maintain their ownership stake in future rounds. Understanding these rights helps investors protect their equity position while supporting the company's growth and ensuring a balanced ownership distribution over time.
Vesting schedules
Vesting schedules define how founders and employees earn their equity over time. For VCs, understanding these schedules is key to ensuring aligned incentives, retaining key talent, and protecting the company from premature equity loss due to early departures.
Rights of first refusal (ROFR)/co-sale rights
Rights of first refusal (ROFR) and co-sale rights let VCs buy shares before they’re sold to outsiders. For investors, understanding these rights is essential to manage equity sales, control cap table dynamics, and prevent unwanted dilution while maintaining strategic influence.
Board structures: founder-controlled, investor-controlled, and balanced
Founder-controlled boards preserve the founder’s vision, investor-controlled boards focus on investor interests, and balanced boards offer a middle ground. Understanding these dynamics ensures effective governance and alignment of incentives.
Drag along rights
Drag-along rights enable majority shareholders to compel minority shareholders to join in a company sale. Understanding these rights helps VCs ensure smooth exits by preventing minority holdouts from blocking deals and securing full stakeholder support.
4 interactive live sessions
Lifetime access to course materials
In-depth lessons
Direct access to instructor
Projects to apply learnings
Guided feedback & reflection
Private community of peers
Course certificate upon completion
Maven Satisfaction Guarantee
This course is backed by Maven’s guarantee. You can receive a full refund within 14 days after the course ends, provided you meet the completion criteria in our refund policy.
The Definitive Guide to VC Term Sheets
Oct
22
Oct
23
Oct
25
Oct
27
Abhishek Chopra
Ged Ossman
🚀 Over 10 years as a VC across Monashee, B Capital, Comcast Ventures, and Bloomberg Beta, I've deployed over $50 million into 20+ startups.
🤓 I've reviewed, written, and negotiated more term sheets than I can remember.
The purpose of this course is to share what I've learned about VC term sheets with you.
🚀 If you're a current or aspiring VC wanting to master your craft, or a founder raising venture capital, this course is for you.
Join an upcoming cohort
Cohort 3
$499
Dates
Application Deadline
~5 hours per week
🎥 Pre-recorded videos
3.5 hours per week
Each lesson contains a pre-recorded video to introduce each section of the National Venture Capital Association (NVCA) model term sheet.
📅 Live sessions
1.5 hours per week (EST)
Every Sunday at 1p EST your instructor will lead a live 90-min full cohort workshop with plenty of hands-on exercises to help you clarify concepts you don't fully understand and ask questions specific to your situation.
Free Webinar: Learn the Y Combinator SAFE
Are you curious about what this course will be like?
Sign up for a free webinar on Y Combinator's Simple Agreement for Future Equity (SAFE).
According to Carta, 89% of pre-seed and 50% of seed rounds in Q4-23 utilized SAFEs.
While the SAFE is famous for its speed and simplicity, it also presents unexpected complexities. There are three variants:
When negotiating a preferred equity term sheet, it's critical to understand how the SAFE works.
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Hands-on learning
Don't just passively read books. Learn term sheets from the ground up and actively apply your knowledge so you never forget.
This course uses a combination of pre-recorded video, hands-on exercises, and live instruction to build your knowledge of term sheets from the ground up.
Access to an expert
Direct access to a VC firm partner with 10 years of experience deploying $50m+ into 20+ startups.
The fastest way to learn is by asking direct questions relevant to your situation. You'll have an unlimited ability to ask me questions via email, chat, and text.
Peer community
We have founders, VCs, startup executives, angel investors, family offices, attorneys, and MBA students attend our workshops.
I keep each cohort limited to 5 people to ensure each live session is high quality and interactive.
How do I get reimbursed for this course by my company/firm?
Is the course live or pre-recorded?
I work full-time. What is the expected time commitment?
Are there any prerequisites for this course?
Will I have another opportunity to take this course?
What happens if I can’t make a live session?
How can I continue my term sheet learning journey after the course?
I already understand term sheet basics. Will this course help me improve further?
I am not a VC or a founder, but I work closely with them as an angel/startup executive/LP/attorney. Is this course for me?
I want to break into VC. Is this course for me?
How much access to the instructor do I get?
What’s the refund policy?
Join an upcoming cohort
Cohort 3
$499
Dates
Application Deadline