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Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist
Brad Feld, Jason Mendelson · 2019
In a sentence
A comprehensive guide for entrepreneurs to demystify venture capital financing, master term sheet negotiations, and build successful, long-term partnerships with investors.
Venture Deals is the definitive playbook for any entrepreneur looking to raise capital. Written by two experienced venture capitalists, Brad Feld and Jason Mendelson, this book pulls back the curtain on the opaque world of startup financing. It provides a balanced, insider's perspective, translating complex legal jargon into plain English and focusing on the two things that truly matter in any deal: economics and control. From preparing for fundraising and finding the right investors to navigating the nuances of term sheets, convertible debt, and M&A letters of intent, this guide equips founders with the knowledge and confidence to be smarter than their lawyers and VCs. By understanding the motivations, mechanics, and negotiation tactics of the venture world, entrepreneurs can avoid costly pitfalls, secure a fair deal, and build a strong foundation for a successful company and a lasting investor partnership.
The four lenses
- Science
- Statistics
- Systems
- Strategy
The model
This model, inferred from 'Venture Deals', illustrates how an entrepreneur's knowledge, preparation, and process execution influence negotiation dynamics and investor perceptions, ultimately leading to more favorable deal terms, stronger investor partnerships, and increased likelihood of long-term company success.
Entrepreneur Deal Knowledgedesign lever
The entrepreneur's understanding of venture financing terms (e.g., liquidation preference, antidilution), venture capital fund mechanics, legal structures, and effective negotiation strategies.
Entrepreneur Preparednessdesign lever
The state of the company's readiness for a fundraising process, including the quality and organization of fundraising materials, financial models, legal documentation (e.g., incorporation, IP assignments), and a clear strategic plan.
Effective Fundraising Processbehavioral pattern
The quality of the entrepreneur's execution of the fundraising campaign, including targeting appropriate investors, managing communication, and strategically timing interactions to create a competitive dynamic.
Deal Competitioncontextual condition
The market condition where multiple, viable investors are simultaneously and seriously pursuing an investment in the company, often resulting in multiple term sheets.
Investor Quality and Reputationcontextual condition
The perceived experience, integrity, helpfulness, and track record of the venture capital firm and the specific partner leading the deal.
Entrepreneurial Negotiation Leveragepsychological state
The entrepreneur's perceived power and ability to influence the outcome of the term sheet negotiation, derived primarily from having attractive alternatives to the current deal (BATNA).
Investor Perception of Entrepreneurpsychological state
The investor's subjective assessment of the entrepreneur's competence, trustworthiness, preparation, and sophistication based on interactions during the fundraising and negotiation process.
Incentive Alignmentpsychological state
The degree to which the economic and control terms of the financing structure create shared, rather than conflicting, objectives for the entrepreneur and investors regarding the company's future.
Favorable Deal Termsoutcome metric
The final agreed-upon economic and control provisions that are fair to the entrepreneur, balancing investor protection with founder ownership, control, and motivation.
Strong Investor Partnershipoutcome metric
The post-investment quality of the working relationship between the entrepreneur and the investor, characterized by mutual trust, respect, and constructive collaboration.
Long-Term Company Successoutcome metric
The ultimate positive outcome for the venture, such as a successful exit via acquisition or IPO, or achieving sustainable profitability and market leadership.
How they connect
- entrepreneur deal knowledge → influences entrepreneurial negotiation leverage
- entrepreneur deal knowledge → influences investor perception of entrepreneur
- entrepreneur preparedness → influences investor perception of entrepreneur
- effective fundraising process → predicts deal competition
- deal competition → predicts entrepreneurial negotiation leverage
- entrepreneurial negotiation leverage → predicts favorable deal terms
- investor perception of entrepreneur → influences favorable deal terms
- investor quality and reputation → predicts strong investor partnership
- favorable deal terms → predicts incentive alignment
- incentive alignment → influences strong investor partnership
- favorable deal terms → influences strong investor partnership
- strong investor partnership → influences long term company success
- favorable deal terms → influences long term company success
The story
The reader An ambitious entrepreneur—aspiring, first-time, or experienced—who needs to raise capital to build their high-growth company but is unfamiliar with the complex venture financing process.
External problem
The entrepreneur must navigate the opaque and intimidating world of venture capital fundraising, which involves complex term sheets filled with legal jargon and unfamiliar concepts.
Internal problem
They feel anxious, uninformed, and at a significant disadvantage when dealing with seasoned VCs and lawyers, fearing they will make costly mistakes that will cause them to lose ownership and control of their company.
Philosophical problem
It's simply wrong that founders, the very creators of innovation and value, should be at an informational disadvantage and risk getting a bad deal because the fundraising process is shrouded in mystery.
The plan
- Learn about all the players in a financing and what motivates them.
- Understand how to prepare for and run an effective fundraising process.
- Master the key economic and control terms of the term sheet.
- Develop effective negotiation tactics to achieve a fair, win-win outcome.
- Close your financing with confidence and get back to building your company with a strong investor partnership.
Success
- Confidently navigate the fundraising process and negotiate favorable terms.
- Secure the necessary capital while retaining significant ownership and control.
- Build a strong, collaborative partnership with investors based on aligned incentives.
- Avoid common pitfalls and costly mistakes in financing deals.
- Focus your energy on building a great and successful company.
At stake
- Accept a bad deal with predatory terms that cripple the company or demotivate the founders.
- Give away too much equity and control for too little capital.
- Damage the crucial relationship with investors from the very beginning.
- Fail to raise money altogether, putting the company's future at risk.
Questions this book answers
- What are the key economic and control terms in a venture capital term sheet and how do they impact the entrepreneur's outcome?
- How do venture capital funds operate and what truly motivates venture capitalists?
- How should an entrepreneur effectively prepare for and manage the fundraising process to create competition and secure the best deal?
- What are the most effective negotiation tactics for a venture financing, and what common mistakes should be avoided?
- What are the pros and cons of alternative financing instruments like convertible debt, SAFEs, crowdfunding, and venture debt?
Glossary
- Entrepreneur Deal Knowledge
- The entrepreneur's functional understanding of the key economic and control terms in a venture financing, the mechanics of venture capital funds, and effective negotiation strategies.
- Entrepreneur Preparedness
- The state of a company's readiness for a fundraising process, demonstrated by having organized, high-quality materials and clean legal and intellectual property documentation.
- Effective Fundraising Process
- The quality of the entrepreneur's strategic execution of the fundraising campaign, focused on creating a competitive dynamic among potential investors.
- Deal Competition
- A market condition where multiple, qualified investors are simultaneously and seriously vying to lead the company's financing round.
- Investor Quality and Reputation
- The perceived competence, integrity, helpfulness, and performance track record of the venture capital firm and the specific partner who would join the board.
- Entrepreneurial Negotiation Leverage
- The entrepreneur's perceived power and ability to influence the outcome of the term sheet negotiation, derived from having attractive alternatives to the current deal (Best Alternative To a Negotiated Agreement - BATNA).
- Investor Perception of Entrepreneur
- The investor's subjective evaluation of the entrepreneur's capabilities, professionalism, trustworthiness, and overall quality as a potential long-term partner.
- Incentive Alignment
- The degree to which the finalized deal structure ensures that both entrepreneurs and investors are motivated to pursue the same goals, particularly in various exit scenarios.