Registration for the Spring 2026 Venture Deals course is open. The course kicks off on March 2nd and, as always, is free.

Since we revamped the course in 2022, over 32,000 people have enrolled. This version includes entirely new video content and two sections we added that I think are important — Diversity, Equity, and Inclusion in Venture Capital, and Mental Wellness in Entrepreneurship.

The course is self-guided and based on our book Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist, now in its fourth edition.

Sign up at venturedeals.techstars.com.

Registration for the Venture Deals Summer 2025 online, self-guided, free course by Techstars and Kauffman Fellows starts today.

It’s based on the book Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist. When Jason Mendelson and I wrote the first edition, one of our goals was to eliminate the massive information asymmetry between entrepreneurs and investors. Venture Deals is now in its 4th edition and has continued to be a popular and helpful book.

This course will help you:

• Understand the players within the venture capital ecosystem
• Target the right investors for your company
• Learn best practices for investor engagement
• Learn how to structure financings using term sheets, capitalization tables, and syndication
• Learn negotiating tactics
• Learn more about Diversity, Equity, and Inclusion in the venture capital ecosystem
• Learn more about mental wellness strategies during the fundraising journey

The course starts on June 5 and has limited availability. Previous courses reached capacity quickly, so sign up for Venture Deals Summer Course 2025.

The Venture Deals course is free and starts on June 20, 2023.

This is the fourth time we are running the new version of the course (v2!) that was co-created with Techstars and Kauffman Fellows.

If interested, sign up now. I hope to see you in one of the AMAs we will host for anyone who takes the course.

There have been many different language translations of Venture Deals since it was first published in 2012. The first German translation of Venture Deals 4e is out, and Florian Kreis did an amazing job.

Florian aimed to modify the book as little as possible, even if the relevant passages did not correspond 100% to German best practices but were still feasible to implement. He believes the structures originally developed in the U.S. have become the international standard and are a great role model for Germany.

However, the challenge in revising the book this way is putting these structures into the context of German law. Sometimes, this required minor changes or simply using the correct language. In other cases, it was a lot more challenging.

Following, in Florian’s words, are several examples of things he had to modify more extensively.

Corporate law: In Germany, most companies in general and most VC-financed companies are structured in the legal form of a “Gesellschaft mit beschränkter Haftung” (GmbH). Larger companies often convert to the “Aktiengesellschaft” (AG) later, especially if they want to go public. Both the GmbH and the AG are corporations. In addition, many GmbH & Co. KG companies exist in Germany. They correspond in their structure roughly to a Limited Liability Company (LLC). GmbH & Co. KG companies have decisive tax disadvantages for startups and are, therefore, rarely used in this area. The GmbH has a great advantage in that it can be structured very flexibly. You can deviate from the legal regulations to a very large extent, and in practice, you do so. Most of the VC structures from the US best practice can be integrated into the GmbH structure. Often, this integration results in VC-financed GmbH companies having little to do with the GmbH as envisaged by the law.

Board of Directors: There is no board of directors in Germany. In the GmbH, the most important body is the shareholders’ meeting. The shareholders are represented there and usually have voting rights in proportion to their shareholdings. In addition, there are the managing directors as executive bodies. In the VC sector, it is common to introduce a third body in addition to the shareholders’ meeting and the management. This third body is often referred to as an advisory board (Beirat), sometimes also as a supervisory board (Aufsichtsrat). In practice, certain functions of the shareholders’ meeting are transferred to such an advisory board, for example, the appointment and supervision of the managing directors or the decision-making capacity in the case of protective provisions. In the end, however, it is the shareholders’ meeting that remains the most important body in the GmbH.

Conversion right: In Germany, there is generally no conversion right entitling the holder of preferred shares to convert them into common shares at any time. This may not seem like a big deal at first glance, but it has extensive implications under various aspects, such as the structure of the liquidation preference. In the USA, the conversion right ensures that holders of preferred shares are not disadvantaged compared to holders of common shares; in Germany, this legal consequence must result directly from the structure of the preferred shares. In some cases, this causes confusion in terms of terminology: In Germany, the participating preference is referred to as the “nicht anrechenbare Liquidationspräferenz” (non-compensable liquidation preference), while the non-participating preference is referred to as the “anrechenbare Liquidationspräferenz” (compensable liquidation preference). Hence, the negation is exactly in reverse. However, the lack of a conversion right also has implications for anti-dilution protection: in the U.S., this is usually done by adjusting the conversion price. In Germany, anti-dilution protection is achieved by issuing additional preferred shares. The lack of conversion rights must also be considered when structuring voting rights.

IPO issues: Possibly the biggest problem for German venture-backed companies is the very low number of IPOs in Germany. The boom years of 1998 (79 IPOs), 1999 (175 IPOs), and 2000 (142 IPOs) are long gone. In 2022, just as in 2009, there was only one IPO; typically, there are between three and 16 per year. Since the attractiveness of investments is also largely related to exit channels, this aspect affects the availability of capital and company valuation at every stage. It is not uncommon for companies wanting to go public to relocate their registered office to the USA at an early stage. There are also legal differences: Registration Rights, for example, are not legally binding. Piggyback rights are permissible, but due to legal regulations, they are not mandatory. Even though the regulations may not be binding or necessary in individual cases, they can help to bring the topic of going public into focus at an early stage and make it a subject of discussion.

Employment Issues: There are significant differences between Germany and the U.S. regarding employee issues. There is a reason why on page 264 of Venture Deals 4e, it states, “We’ve encountered some challenging situations in certain states in the United States that made firing almost as challenging as firing in parts of Europe.” This must have meant Germany… If a company regularly has more than ten full-time employees, terminations may only be made for certain reasons. Then you may only terminate those employees you actually still want to keep. These issues were problematic twenty years ago when the unemployment rate in Germany was relatively high, and terminated employees could not easily get a new job. Today, things are different: For some years, German has had a shortage of skilled workers, and companies are usually happy if they can find suitable employees.

Employee option pool: The framework conditions for employee option pools remain a major problem in Germany. The tax framework and valuation issues are particularly complex and not very employee-friendly. While there was a major law reform in 2021, the regulations are still inadequate. Even after the 2021 reform, employee option pools will continue to be structured via phantom stocks, as this is the only way to reliably avoid the dry-income problem. This topic is important and complex, so I dedicated a separate chapter (chapter 20) to it in the German edition.

Regulatory framework: There are major differences between the U.S. and Germany in the regulatory framework, which in Germany is supervised by the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin). This affects not only the large IPO in the late stage but also the small crowdfunding round in the early stage.

Other special features: At various points in the book, there are references to the German Standards Setting Institute (GESSI), which was founded by the Business Angels Netzwerk Deutschland e.V. (BAND) and the Bundesverband Deutsche Startups e.V. (German Startups Association). GESSI develops standardized sample contracts comparable to the National Venture Capital Association in the USA, which are available online at www.standardsinstitute.de. The book also contains information on the INVEST program, with which the Federal Republic of Germany supports investments in early-stage companies. Unfortunately, some of the explanations in this regard are already out of date following the most recent amendment to the law on February 6, 2023.

Samples: The samples in the Annex of the German edition, i.e., the Term Sheet and the Letter of Intent, are essentially based on the samples of the U.S. edition. The detailed work here was probably the most time-consuming. In the case of sample contracts, every word and every concept must be correct and corresponds 100% to the German legal situation. Both samples are bilingual. I partially dealt with the additional space requirements associated with bilingualism by merging the two-term sheet samples from the US edition into a single document.

Florian – thank you for the incredible and time-consuming effort here.

The course is free and starts on March 21, 2023.

This is the third time we are running the new version of the course (v2!) that was co-created with Techstars and Kauffman Fellows.

If interested, sign up now. I hope to see you there in one of the AMAs we will host for anyone who takes the course.

Registration for the Venture Deals Fall 2022 course is open.

The course is free and starts on September 20, 2022. This is the second time we are running the new version of the course (v2!) that was co-created with Techstars and Kauffman Fellows.

If interested, sign up now. I hope to see you there in one of the AMAs we will host for anyone who takes the course.

We are running the Venture Deals Online Course from March 7, 2021 – April 30, 2021.

We’ve moved the Venture Deals Community from Slack to Mighty Networks where we have much more functionality and flexibility.

Once again, we’ll do a weekly AMA with a variety of people participating.

For now, registration is open. Please sign up if you want to take the Spring 2021 Venture Deals Online Course.

We are running the Venture Deals Online Course from September 13, 2020 – November 6, 2020.

Our summer session had over 10,000 registrants and over 2,000 people completing the course. We got a lot of feedback about things to improve, several of which we are introducing into the Fall session.

Once again, we’ll do a weekly AMA with a variety of people participating. We are also creating a new Venture Deals online community available to all past and current participants of the course. We’ll provide the link for the online community on day one (we’ll be using Mighty Networks, which I’ve loved for my virtual Startup Community.)

For now, registration is open. Please sign up if you want to take the Fall 2020 Venture Deals Online Course.

We are running the Venture Deals Online Course again this summer. But before I get to that, I want to highlight a blog post from a Black colleague. I’m getting, and reading, many of these each day. For the foreseable future, I’ll highlight and amplify one at the beginning of each post I do, in case you are interested.

Today’s post is from Ruben Porras, who is a Techstars alum (Director of Operations at CreatorBox.) He wrote Black Lives Matter. At Work. In Life.

The country, collectively, has grieved five times in 60 years. People of color have collectively grieved five times in 2 weeks. And we carry that into work, school, our relationships, and are expected to be okay— even if and when we’re not.

…

Well, white friends, white allies, I’m done being uncomfortable alone. If you’re a white ally in racial justice, if you’re committed to being anti-racist, if you see that our peace, our harmony, our healing, and progress are bound together, then its time for you to share in this uncomfortability.

I encourage you go to read Ruben’s post Black Lives Matter. At Work. In Life.

We are running the Venture Deals Online Course from June 28, 2020 – August 21, 2020. We usually only run it twice a year (Spring and Fall), but given the Covid crisis, we’ve had many requests to run it this summer.

We’ve now had over 20,000 people take it. The last cycle was particularly fun as several of the AMAs I did had around 1,000 people on it. Someone also set up a Slack channel for the course which I was active in and met a number of new friends.

Registration is open now. Please sign up if you want to take the Summer 2020 Venture Deals Online Course.

We are running the Venture Deals Online Course again. Registration is now open and it runs from March 8, 2020 – May 1, 2020. It’s produced by Techstars and Kauffman Fellows.

We’ve run the course six times now and have had over 25,000 people take it.

It’s free, although it’s recommended that you have a copy of our book Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist. The 4th Edition is out with plenty of new and improved stuff.

The course runs for seven weeks with the following syllabus.

• Week 1 – Introduction of key players/Form or join a team
• Week 2 – Fundraising/Finding the Right VC
• Week 3 – Capitalization Tables/Convertible Debt
• Week 4 – Term Sheets: Economics & Control
• Week 5 – Term Sheets Part Two
• Week 6 – Negotiations
• Week 7 – Letter of Intent/Getting Acquired

If you are interested, sign up now and tell your friends who are interested in venture deals.

I do a lot of random podcasts and especially like to be an early guest on new ones to help get them started.

001 – Brad Feld

The first five episodes are with me, David Cohen, Susan Conover, Amos Schwartzfarb, and Charlie O’Donnell.

Andrew Waine is the producer. He’s currently a senior at the University of Florida finishing his Bachelor’s degree in the Summer of 2020.

He reminds me of a young Harry Stebbings of the 20 Minute VC who reached out to me early (I was on Harry’s 65th episode in 2015), hustled, and did a fun interview with me where we cover the following topics.

• What is in the new edition of Venture Deals
• My time as an entrepreneur and entry into venture capital
• Advice from Jack Tankersley, an early mentor
• The differences between raising fund I vs. fund II at a VC Firm
• How fund sizes impact investing strategies
• How a startup can weather the storms of an economic downturn and the characteristics of the companies that survived the 2008 recession
• My opinion on USV founder Fred Wilson’s blog post about the importance of follow-on capital
• Why Foundry Group invests capital into other VC funds
• What startup accelerator Techstars looks for in its applicants
• Some resources and advice for a young person looking to gain knowledge about VC and Startups

You will even find out where I learned that “even pigs can fly in a hurricane” around minute six.

Jason Mendelson and I recently published the 4th Edition of Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist.

The book now has three forewords – one by each of Fred Wilson (USV), James Park (Fitbit), and Dick Costolo (now 01 Advisors, then Twitter).

The 1st edition had 13 chapters. We are now up to 19.

1. The Players
2. Preparing for Fundraising
3. How to Raise Money
4. Overview of the Term Sheet
5. Economic Terms of the Term Sheet
6. Control Terms
7. Other Terms of the Term Sheet
8. Convertible Debt
9. The Capitalization Table
10. Crowdfunding
11. Venture Debt
12. How Venture Capital Funds Work
13. Negotiation Tactics
14. Raising Money the Right Way
15. Issues at Different Financing Stages
16. Letters of Intent: The Other Term Sheet
17. How to Engage an Investment Banker
18. Why Do Term Sheets Even Exist?
19. Legal Things Every Entrepreneur Should Know

The new chapters in this edition are 11. Venture Debt (with help from SVB), and 17. How to Engage an Investment Banker (with help from Golding Partners).

We also significantly updated Chapter 2: Preparing for Fundraising and Chapter 19: Legal Things Every Entrepreneur Should Know (with help from Cooley).

As with each edition, we cleaned up stuff throughout the book.

Finally, we updated the website which is now at VentureDeals.com.

For everyone who has read the book, given us feedback, used it in a course, or recommended it to someone, thank you!

Techstars and Kauffman Fellows are once again running the Venture Deals online course that Jason Mendelson and I put together several years ago.

https://youtu.be/RWUx5qm-xrg

If you’re an entrepreneur who wants to raise capital and grow your business, this online course teaches you the basics you need to know for working with VCs. And, if you are starting off as a VC or a lawyer for venture capital deals and you want a refresher on the core issues in a term sheet, this online course is for you.

Venture Deals is a seven-week, collaborative, “learn-by-doing” online course where you will watch videos from us along with doing project work as virtual teams. The workload for the course is about four to six hours per week, includes several live video AMAs with me and Jason, and covers the following topics.

• Week 1 – Introduction of key players/Form or join a team
• Week 2 – Fundraising/Finding the Right VC
• Week 3 – Capitalization Tables/Convertible Debt
• Week 4 – Term Sheets: Economics & Control
• Week 5 – Term Sheets Part Two
• Week 6 – Negotiations
• Week 7 – Letter of Intent/Getting Acquired

The course is a great accompaniment to our book, Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist, which is about to come out in a new and improved 4th Edition that will be available by the time the course starts on September 8, 2019.

It’s free, and you’ll be joining over 23,000 people have taken the course in the past. Sign up for the course here!

We are running the Venture Deals Online Course again. Registration is now open and it runs from April 7, 2019 – May 31, 2019. It’s produced by Kauffman Fellows Academy and Techstars.

https://youtu.be/RWUx5qm-xrg

We’ve run the course four times now and have had over 15,000 people take it. Both Jason and I make several guest appearances (online) and I always get lots of email (and try to respond to all of them) with questions during the course.

It’s free, although it’s recommended that you have a copy of our book Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist.

The course runs for seven weeks with the following syllabus.

• Week 1 – Introduction of key players/Form or join a team
• Week 2 – Fundraising/Finding the Right VC
• Week 3 – Capitalization Tables/Convertible Debt
• Week 4 – Term Sheets: Economics & Control
• Week 5 – Term Sheets Part Two
• Week 6 – Negotiations
• Week 7 – Letter of Intent/Getting Acquired

If you are interested, sign up now and tell your friends who are interested in venture deals.

Kauffman Fellows and Techstars are once again running the Venture Deals online course.

https://youtu.be/RWUx5qm-xrg

This time it runs from May 6th to June 26th. We’ve now had over 10,000 people take the online course and have been delighted to meet or email with a bunch of them over the past few years.

If you want to learn how to be smarter than your lawyer and your venture capitalist, sign up for Venture Deals now. Yup – it’s free!

Raising money is hard.

Entrepreneurs need to understand what’s involved – from what to consider when picking the right venture partner and how to think about the economic and control rights at stake, to what life will be like after the deal closes. This assumes that the company is ready to raise venture money in the first place – an important consideration that not enough entrepreneurs really stop to consider.

At Foundry Group, we believe in a level playing field when it comes to knowledge. We want entrepreneurs to understand all the issues and to make the most informed decisions they can. That not only benefits them, but it benefits us as their partners and investors. That was one of the motivations for Jason and I to write Venture Deals. It’s also why Jason co-teaches the venture capital course at CU Boulder.

We believe that access to information is a good thing.

So when the founders of Hotshot, a startup that provides digital learning for lawyers, asked if they could come to Boulder and interview Jason and me for a video on raising venture capital, we happily obliged.

The video they created is called “Advice on Raising Venture Capital.” Anyone can access it for free, and we encourage you to check it out. While Hotshot’s content is aimed at lawyers and law students, this course is for entrepreneurs. In it, Jason and I discuss the different things that founders should consider when raising venture money for the first time.

We don’t have a stake in Hotshot – we just like what they’re up to and wanted to share the content.

The third edition of Venture Deals is now available on Audible. It’s the unabridged version read by me and my partner/co-author Jason Mendelson with guest appearances by Matt Blumberg.

We’ve been getting requests for an unabridged audio version of Venture Deals since we first came out with the book in 2012. We like to think that it has now aged like a good wine.

If you are an audiobook person, you can know hear the dulcet tones of Jason’s voice alongside the scratchy whine (which has aged) of mine while learning how to be smarter than your VC and your lawyer.

Kauffman Fellows and Techstars are running another cycle of the Venture Deals course with me and Jason Mendelson. Signups close tomorrow as the course runs from 9/24/17 – 11/13/17. The course is free to everyone.

The seven-week course, which is about five hours of work each week, has the following agenda.

Week 1 – Introduction of key players/Form or join a team

Week 2 – Fundraising/Finding the Right VC

Week 3 – Capitalization Tables/Convertible Debt

Week 4 – Term Sheets: Economics & Control

Week 5 – Term Sheets Part Two

Week 6 – Negotiations

Week 7 – Letter of Intent/Getting Acquired

Over 10,000 people have taken the course at this point. We’ve gotten universally strong positive reviews and have made plenty of new friends from people who have gone through the course and connected with us.

If you are interested in raising venture capital, I encourage you to sign up and take the course. I hope to see you online.

The Audible version of Startup Opportunities: Know When to Quit Your Day Job, 2nd Edition is available for pre-order and will be on out on 9/19. My co-author, Sean Wise, read it using his deliciously dulcet voice.

Jason and I also finished the Audible recording of Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist, 3rd Edition and expect to see it up on Audible in 60 days. More when it’s out.

It’s a lot of fun to read your own audio book like I did for Startup Life: Surviving and Thriving in a Relationship with and Entrepreneur, the book I wrote with Amy.

The Venture Deals Online Course for this spring starts this Sunday May 14, 2017 and runs through July 3, 2017.  The Kauffman Fellows Academy and Techstars are co-hosting the course. It’s free – all you need to do is sign up.

This is the fifth time we are running the course. So far more than 5,000 people around the globe have done it and we’ve gotten to meet and collaborate with entrepreneurs from six continents.

While our book Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist is the basis for the course, we have extensive exercises, additional content, and a highly engaged community to answer questions. Jason and I make regular visits, both in the online discussion sections as well as periodic AMAs. In addition, the team from Techstars is also engaging throughout the program.

If you are interested in entrepreneurship and how startup deals work, here’s a great chance to go deep on this with me, Jason, Kauffman Fellows, and Techstars.