Authorization

Why longer term sheets are better

Recently in a conversation, the length of term sheets came as a topic (I assure you, it was a riveting conversation). The complaint was that a term sheet which had recently been received was too long, and therefore the VC who sent it wasn’t being founder friendly. The travails of successfully raising money!
Actually though, a longer term sheet is much more founder friendly and good business practice, and founders should be leery of VCs bearing short contracts.
Historically (i.e. about 6 years ago), term sheets used to be staid affairs, printed on plain white paper in standard Times New Roman font right out of Word. It was a wretched and horrifying world until the cool VCs showed up, who added design accoutrements (Bolded section heads! Logos! Colors!) while claiming that they had a “single-page” term sheet for founders, implying that the term sheet’s simplicity and prettiness showed that they weren’t really investors, but more like a Brooklyn barista with an art side hustle (and a lot of cash).
Here’s the thing, term sheets have an incredibly important purpose, which is to set forth in clear language the terms of a deal. Unfortunately in modern venture capital, there are a lot of terms that have to be negotiated in any equity round, from financial terms to option pools, to board structure, to voting rights on major business decisions like selling the company, and much more. Simpler term sheets either relegate many of these items to “standard venture capital terms apply” or some other vague language, or just wholly don’t mention them at all.
The challenge is that once the term sheet is signed, it becomes the blueprint by which the legal counsels for the VC and founder begin to write up the legal contracts that allows the VC to buy equity in the startup. When term sheets are clear, precise, and comprehensive, the lawyers just go to work and turn those agreed-upon terms into legal language in relatively short order.
When there are key terms that are “standard” or absent from a term sheet though, lawyers do what lawyers have to do: they negotiate for their respective party. Suddenly a term that seems fairly standard is up for debate, and unless a founder (and their VC) is paying very close attention to the legal process (from experience, no one really is), then the legal bills for the round can spiral very, very rapidly. That can pose a double whammy for a startup, since many VCs continue to charge the legal fees of conducting a round to the startup they are investing in.
I’ve seen founders in absolute sticker shock after seeing the legal costs of their round total into the upper tens of thousands of dollars because their lawyers racked up time trying to plow through term after term that could have been made clearer by the parties up front.
So, what’s more founder friendly: a longer term sheet that sets the deal terms clearly up front and likely saves the founder legal costs, or a shorter (but color!) term sheet that can end up costing far more down the line?
This is mostly a problem for first-time founders raising their first round of capital. I have a sinking feeling that many VCs take advantage of this naivete to get better terms than they might have gotten otherwise had they actually walked through all the language up front. In later rounds, founders either ask all the right questions about the next round of capital, or their other existing investors figure this out on their behalf.
It’s good legal practice to always get all material terms figured out before your lawyers start writing contracts, whether in fundraising, or customer contracts, or what have you. You can’t always predict if there is something else that will end up being a disagreement, but getting most of the terms squared away will save legal time, and that is money ultimately in your pocket.
Side note: Extra Crunch published part two of five of our comprehensive guide to legal issues facing startups, this time focused on intellectual property. Don’t miss out on part one which focused on corporate issues.

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Why longer term sheets are better
Kiyoshi Ota/Bloomberg via Getty Images
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