Reading a Term Sheet Structurally

The number everyone negotiates sits on the first page. The clauses that decide who is actually paid, how much, and in what order sit several pages later. This course teaches you to read the second half.

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Six things you will be able to do

Go past the headline valuation. Learn the clauses that quietly rewrite it, and the order in which money actually moves.

01 Separate price from termsWhich parts of the document set the number and which parts redistribute it.
02 Read the liquidation preferenceWho is paid first, how many times over, and what is left behind.
03 Test participation rightsWhether an investor takes their preference and then shares the rest as well.
04 Work through anti dilutionWhat happens to everyone else when the next round prices lower.
05 Locate the option poolWhich side of the round it sits on, and who is actually diluted by it.
06 Map control against economicsBoard seats, consent rights and vetoes, separate from who owns what.
The outcome

What changes after this course

You stop reading a term sheet for the valuation and start reading it as a payout order, clause by clause, to the last rupee.

Every clause that moves money identified, wherever it sits in the document

An exit run through the waterfall, showing who is paid and in what order

Control rights read separately from economics, rather than confused with them

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