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    Term Sheets Demystified: The 8 Clauses That Decide Your Future
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    Term Sheets Demystified: The 8 Clauses That Decide Your Future

    Don MacMillan April 2, 2026

    The eight that matter

    • Liquidation preference (multiple and participation).
    • Anti-dilution protection.
    • Board composition and observer rights.
    • Protective provisions (what needs investor consent).
    • Vesting on founder shares (yes, even if you already own them).
    • Drag-along and tag-along rights.
    • Pro-rata and pre-emption rights.
    • Information and inspection rights.
    “Founders negotiate the valuation. Lawyers negotiate everything that matters after the round closes.”
    Brad Feld, co-founder of Foundry Group, author of Venture Deals

    A clean term sheet under £5m is rarely worth £30k of legal back-and-forth. But a 2× participating preference quietly converts your £20m exit into a founder pay-out of zero. Spend the time on the eight clauses above and accept the market position on the rest.

    Stress-test a term sheet in Startup Grower before you sign.

    Try Grower
    “Founders obsess over valuation and ignore the clauses that actually decide who controls the company.”
    Brad Feld, Co-founder, Foundry Group; co-author of Venture Deals

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