Attorney Roundtable: How founder-friendly are “standard” VC term sheets?

Jennifer Rohleder, Keith Strahan, Zev Safran, and Ryan Juliano

Venture capitalists and angel investors can say they are founder-friendly. But their “standard” term sheets and funding agreements may tell a different story.

Four attorneys with deep expertise in startup fundraising weighed in during a roundtable discussion with me, Eisaiah Engel, co-author of Founder Friendly Standard, a checklist for entrepreneurs to address all the “other” terms in a financing besides valuation and percentage of the company purchased. The attorneys shared their insights on what makes a term sheet founder-friendly, how “standard” term sheets compare to each other, and how to avoid my past mistakes when negotiating venture financing.

INFOGRAPHIC: The attorneys in this roundtable discussion contributed to this infographic comparison of the six most popular startup financing templates (Y Combinator Safes and Series A, NVCA Model Legal Docs, Gust Series Seed, Sam Altman’s personal term sheet, and the 500 Startups KISS).

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entrepreneurship founder friendly founder friendly standard term sheet

“Standard” term sheets are only 38% founder-friendly

Side-by-side comparison of "standard" term sheets to Founder Friendly Standard

Y Combinator Safe, 500 Startups KISS, and other “standard” term sheets cannot claim they are founder-friendly, reveals study by 6 startup attorneys.

Six attorneys compare popular investment agreements side-by-side to Founder Friendly Standard — *Click each box in the interactive version for analysis.*

Nearly every hour of my spare time since May 2019 has gone into this research study to determine if “standard” term sheets really are founder-friendly. It feels amazing to be finished! Here is what we found.

Six attorneys analyzed 298 pages of legalese from:

Y Combinator Safes
500 Startups KISS notes
NVCA Model Legal Docs
Gust Series Seed term sheet
Sam Altman ‘Founder-Friendly’ term sheet
Y Combinator Series A term sheet

Compared to Founder Friendly Standard^®, a framework for determining if a venture capital or angel investment deal is founder-friendly, the above “standard” term sheets and contract templates were on average:

A little more than a third (38%) founder-friendly as defined by being compatible with Founder Friendly Standard.
Just under a third (32%) founder-unfriendly as defined by being incompatible with Founder Friendly Standard.
Nearly a third (30%) silent on the issues in Founder Friendly Standard.

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founder friendly term sheet startups term sheet

Calling all bootstrappers for #DisruptSF campaign

Results from our founder-friendly term sheet twitter teardown.

To help entrepreneurs identify a founder-friendly term sheet, six attorneys compared KISS, Safe, NVCA, Gust, and other startup investment agreements to Founder Friendly Standard. The research took place in Q3 2019.

A startup that bootstraps and increases market power consistently has the best odds of getting a founder-friendly term sheet. You don’t need VC or angel investors to start your business.

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angel investing founder friendly standard startups supervoting stock venture capital

Why startup founders should have super-voting equity

Super-voting equity for founders in Section 1.1 of Founder Friendly Standard

Founder Friendly Standard gives founders 24:1 super-voting shares of stock. The purpose is to keep founders in control of their startups so they can build for the long term.

Here are data that support giving startup founders super-voting shares and thus control of their companies:

Google has 10:1 super-voting equity for its founders. Snapchat doesn’t give shareholders any voting rights. Investors buy stock in these companies every day.
The Credit Suisse Family 1000 research found that companies controlled by their founders build for the long-term, which translates to a competitive advantage over time.
Principal-agent theory suggests that agents (investors) may be more short-term focused than principals (founders).
Prospect theory suggests that diversified investors would engage in riskier behavior to seek outsized gains. Founders, whose net worth is not diversified, would often prefer the opposite.

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founder friendly standard founder friendly term sheet term sheet template

Are there standard investment contract templates for investors and founders to use when funding startups?

Screenshot of a standard startup investment agreement

Yes, but founders should not trust them. A team of attorneys reviewed six popular term sheets in the infographic below. The attorneys revealed many investor agreements are not founder-friendly. Your first step should be to retain a laywer who represents entrepreneurs.

Ask your attorney about a startup investment contract template called Founder Friendly Standard. Founder Friendly Standard has 17 sections that can lay common disputes to rest such as who gets to vote, who gets liquidation preferences, what is the scope of non-compete, etc.

Here are (3) three of the juiciest sections:

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#SGGlobal #StartupGrind founder friendly standard investment hypothesis

17 tweets from Grays Sports Almanac for Venture Capital

#StartupGrind 2019 was a coming out party for many of the ideas behind my investment hypothesis, Grays Sports Almanac for Venture Capital.

Here are the top 17 tweets that illustrate points made in the book:

🤑 #startupgrind – solution to #VentureCapital liquidity problem = service providers to take a portion of their fees in warrants and swap 50% with a fund. The service providers would be earning client fees as their #diversified warrants appreciate. From my book, link in profile.

Screenshot from Grays Sports Almanac for Venture Capital by Eisaiah Engel. Find the audiobook on Audible or iTunes.

Originally tweeted by EISAIAH ENGEL (pronounced Isaiah) (@eisaiah_e) on February 12, 2019.

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investments odds startups

What are the odds of startup success by US metro area?

1 in how many companies achieves High-Growth status by metro area. Washington DC leads the way with 1 in 326.

District of Columbia leads with 1 in 326 odds of starting a High-Growth Company. Providence is the city with the worst odds—1 in 3,297.

A High-Growth Company is defined as achieving $2M+ in revenue with 20% annualized growth over a 3-year period. This definition comes from page 10 of the 2017 Kauffman Index of Growth Entrepreneurship.

The data table below shows the odds of starting a High-Growth Company in each major city in America. This data serves as a baseline for the ecosystem innovation fund model that I introduced in Innovation Casino. I am sharing my research notes here so that you can incorporate this data into your angel investing or venture capital models.

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founder friendly standard risk management startups

Manage 10 of the 20 top startup failure risks.

Founder Friendly Standard and customer-funding can help founders avoid “No market need, Running out of cash, Not the right team,” and 7 more reasons startups fail.

**Source:** Top 20 reasons startups fail is from CB Insights. I added the check marks.

The above graph shows the top 20 reasons why startups fail from CB Insights. I marked up the graph with green checkboxes to show which risk factors customer-funding (also called bootstrapping) can help you manage. Orange checkboxes denote risk factors that Founder Friendly Standard can help manage.

Risk Factor: No market need

If you’re bootstrapping, you’ll find out pretty quickly if there is no market need. Unlike your angel and VC-funded cohorts, you’ll be able to make fast pivots while they’re lining up their organizations’ change management strategies.

Risk Factor: Ran out of cash

If you are bootstrapping, you are financing innovation with organic cash flows. This is a key growth driver in the Credit Suisse Family 1000 research. If your company is controlled by its founders, you’re more likely to pace yourself, spending the money like it’s your own vs. your VC-funded competitors who are quick to spend (principal–agent theory).

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