Brad Feld

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Terms, Terms, and First Round Terms

Aug 17, 2009
Category Term Sheet

Fred Wilson has a nice post up titled The Ideal First Round Term Sheet.  In it he describes the process of closing a financing using a standard set of Series A terms from Gunderson that he agreed to as part of the term sheet.  In this case, the VC (Fred’s firm – Union Square Ventures) isn’t using a law firm.  Fred states:

“I’d like to see this practice become standard in our industry. We need to lower the time and cost of raising capital. We need to eliminate a lot of bad terms that have caused a lot of harm (tranched investments, mutiple liquidation preferences, super pro-ratas, etc, etc). We need to converge on a set of standard Series A terms that everyone uses.”

I couldn’t agree more.  Chris Dixon wrote a post titled Ideal First Round Funding Terms that Fred points to.  I agree with almost everything Chris says, and especially agree with his assertion that you should “only negotiate over 2 things – valuation and amount raised.”

When my partner Jason Mendelson and I wrote our Term Sheet series in 2005, we had a lot of people thank us for demystifying the term sheet.  Some time last year, both TechStars and Y Combinator open sourced their financing documents – TechStars were done in conjunction with Cooley Godward and Y Combinator’s were done in conjunction with Wilson Sonsini.  On top of all of this, the NVCA (National Venture Capital Association) has had a set of model legal documents up on the web for a while (Jason was on the team that put these together).

So – there’s now no shortage of term sheet data (and forms) available.  Now the trick is to get everyone to start using the same stuff.  It seems like first round deals is a great place to start.

Ironically, if you read through all the various sets of documents with a fine tooth comb, you’ll find an interesting phenomenon – they are all slightly different.  So – a next step is to get Gunderson, Cooley, and WSGR to standardize on one set.  If there was truly a set of “first round docs” (for angel rounds, seed rounds, and venture capital rounds – whatever you want to call them) – life would be a lot better for entrepreneurs, VCs, and probably even the law firms since most first round deals are money losers for them even though they generally cost way too much.

We’ve funded a company called Brightleaf that plans to help with the document production part of this problem.  But we also need leadership from VCs and law firms to realize that there really should only be two terms being negotiated in most first round financings – valuation and the amount raised.