Thursday, 20 August 2026

Decoding the Term Sheet: What Every Founder and CEO Needs to Know Before Signing

After a while I thought about writing something to my former blog as well so here is the outcome: a practical guide to venture capital investment terms - from liquidation preferences to anti-dilution, with real-world calculations and balanced alternatives

The Scene

Picture this. You have spent three years building a fintech company. The product works, a couple of pilot customers are onboard, and now a venture capital fund wants to invest EUR 300,000 at a EUR 5 million pre-money valuation. The term sheet arrives - eight pages of dense provisions, redline comments flying back and forth. Your lawyer flags issues. The VC’s lawyer explains their rationale. Somewhere in the middle lies a deal that works for both sides.

This is the reality of an early-stage preferred share financing: the term sheet summarises the principal terms and remains subject to confirmation of the parties. It is not binding - except possibly for exclusivity, but the positions staked out here will define the relationship between investor and founder for years.

We see these negotiations daily. And having led the Finnish team in the IBA Lean Documents Project - a multi-year, pan-European initiative engaging over 180 experienced venture capital lawyers from across EU jurisdictions to create standardised model clauses for early-stage equity cross-border investment agreements - we bring a perspective that is both deeply local and broadly European. The goal is to facilitate cross-border investments by providing clear, balanced and widely accepted legal templates for Series A and early-stage financings. At the core of the project lies balance: both the investor’s and the founders’ rights and obligations should be calibrated to support the company’s growth and future financing rounds.

This blog walks through the core provisions of a typical seed-round term sheet, shows you what each side is really asking for, and illustrates where a balanced middle ground can be found.

1. Valuation and the Maths That Follow

What it means: The pre-money valuation is EUR 5,000,000, fully diluted. The investor puts in EUR 300,000. That makes the post-money valuation EUR 5,300,000, and the investor receives approximately 5.66% of the company on a fully diluted basis.

The investor’s starting position: Fully diluted means the valuation already accounts for all outstanding options and convertible instruments. The investor wants certainty about their ownership percentage.

The founder’s starting position: Founders want the highest valuation possible, and they want to ensure the option pool is not artificially inflated before the round to reduce the effective price.

Balanced approach: Agree on a clear cap table before and after the investment. The shareholding after investment should be transparent and documented. If an employee option pool is being expanded simultaneously — as often happens, with up to 10% fully diluted additional options planned for current and future key employees — both sides need to be explicit about whether those options are included in the pre-money or post-money calculation. The difference can be worth hundreds of thousands of euros.

Worked Example: Option Pool Placement

If the 10% option pool is carved out before the investment (included in the pre-money), the founders bear the full dilution. On a EUR 5M pre-money, the “effective” pre-money attributable to founders drops from EUR 5M to roughly EUR 4.5M. If carved out after (post-money), both founders and investors share the dilution proportionally.

2. Liquidation Preference - Where the Real Money Conversation Happens

This is the single most misunderstood term in venture capital. It determines who gets paid first when the company is sold.

The investor’s starting position: In any liquidation, dissolution, winding up, asset sale, or share sale, the investors receive prior and in preference to the other shareholders the higher of: (i) an amount equal to one times the subscription price per preference share; or (ii) the amount they would have received had they converted into ordinary shares immediately prior to the event. This is a 1x non-participating preferred with a conversion kicker - sometimes called the “higher of” model.

Why the investor wants this: At seed stage, if the company does not progress as planned and the founders want to sell early, close to the invested valuation, the founders could cash in millions while the VC makes a loss - especially since VCs often need to return capital plus a hurdle rate (often 8%) to their own investors (LPs).

The founder’s starting position: Founders want a straight 1x non-participating preference: the investor gets their money back first (1x), and then everything else is split pro rata. No double-dipping.

Let’s Run the Numbers

Assume:

·       Pre-money valuation: EUR 5,000,000

·       Investment: EUR 300,000

·       Investor ownership: ~5.66%

·       Founders own: ~94.34%

Scenario A — Exit at EUR 3,000,000 (downside)

 

1x Non-Participating

1x "Higher Of"

1x Full Participating

Investor receives

EUR 300,000

EUR 300,000

EUR 452,830

Founders receive

EUR 2,700,000

EUR 2,700,000

EUR 2,547,170

At a EUR 3M exit, the “higher of” model and the simple 1x non-participating produce the same result for the investor because the 1x return exceeds their pro rata share. The full participating model gives the investor significantly more.

Scenario B — Exit at EUR 20,000,000 (strong upside)

 

1x Non-Participating

1x "Higher Of"

1x Full Participating

Investor receives

EUR 1,132,000

EUR 1,132,000

EUR 1,414,340

Founders receive

EUR 18,868,000

EUR 18,868,000

EUR 18,585,660

In the strong upside scenario, the “higher of” model effectively becomes a simple conversion — the investor takes their pro rata share because it is worth more than the 1x return. The fully participating model, by contrast, gives the investor both the 1x return and their pro rata share of the remainder — the infamous “double dip”.

Scenario C — Exit at EUR 5,300,000 (flat)

 

1x Non-Participating

1x "Higher Of"

1x Full Participating

Investor receives

EUR 300,000

EUR 300,000

EUR 582,640

Founders receive

EUR 5,000,000

EUR 5,000,000

EUR 4,717,360

Balanced approach: The “higher of” model is increasingly recognised as the balanced standard at seed stage. It protects the investor’s downside without penalising the founders in the upside. Liquidation preference is one of the seven core clauses the IBA Lean Documents Project identified as showing the most significant divergence across European jurisdictions. The pan-European consensus is moving towards 1x non-participating as the balanced default; the “higher of” variant offers a sensible middle ground for seed rounds where the valuation is inherently uncertain.

3. Anti-Dilution - Protecting Against a Down Round

The investor’s original position: Full ratchet - if the company issues shares at a lower price in the future, the investor’s conversion price is adjusted all the way down to match the new, lower price. In practice, this can be brutal.

The investor’s revised position: Broad-based weighted average anti-dilution adjustment.

The founder’s starting position: No anti-dilution at all - or at most, a narrow weighted average that only counts shares, not options and other instruments.

What’s the Difference?

Suppose the investor paid EUR 498.31 per share. In a down round, the company issues new shares at EUR 300 per share.

Full ratchet: The investor’s conversion price drops to EUR 300 per share. Their 602 shares now convert as if they had paid EUR 300 each - effectively giving them ~1,000 shares’ worth of conversion value. The founders bear the entire dilution.

Broad-based weighted average: The adjusted price is calculated using a formula that produces an adjusted price somewhere between the old price and the new lower price - say, EUR 420 - meaning the correction is proportional, not absolute. The dilution is shared more fairly.

Adjusted Price = Old Price × [(Outstanding + New Money / Old Price) / (Outstanding + New Shares)]

Balanced approach: The broad-based weighted average is the right answer here, and it is the standard recommended by the IBA Lean Documents Project. Full ratchet is aggressive and can create perverse incentives in bridge rounds. Carve-outs from anti-dilution for employee option pools, strategic projects, and acquisitions are reasonable - they prevent routine corporate actions from triggering anti-dilution adjustments.

4. Veto Rights (Reserved Matters) - Who Really Controls the Company?

The investor’s starting position: A comprehensive list of matters requiring investor consent: issuing new equity, changing the board size, amending articles of association, liquidation, share repurchases, dividends, acquisitions, mergers, option plans, related-party transactions, C-suite appointments, debt above EUR 50,000, IP transfers, and IPO or trade sale decisions.

The founder’s concern: This list essentially gives the investor a veto over almost every significant business decision, despite owning less than 6% of the company.

The balanced solution: Replace “investor consent” with a “qualified majority” requirement — meaning a supermajority of all shareholders, not just the investor alone. This ensures the investor has a voice but cannot unilaterally block decisions. The precise threshold should be calibrated so that neither the founders nor the investors alone can reach it - forcing genuine discussion.

Board composition and reserved matters are one of the seven core clauses where the IBA Lean Documents Project found significant divergence across Europe. The pan-European best practice is trending towards proportional governance: the degree of control should reflect the size of the investment.

5. Founder Lock-Up and Vesting - Skin in the Game

The investor’s starting position: All founder shares should be subject to vesting. If a founder leaves, unvested shares are redeemed at the lower of subscription price or fair market value (“bad leaver”). This protects the company against a founder walking away with a full equity stake after six months.

What was negotiated: A four-year vesting period: 25% vests at the end of the first year (the “cliff”), with the remaining 75% vesting monthly over the next three years. In a bad leaver scenario, the redemption price for unvested shares is the lower of subscription price or fair market value. In a good leaver scenario, the shareholder keeps the shares.

The founder’s concern: Not all founders are equal. Some shareholders may be more investors than working founders, and the vesting and leaver provisions should reflect that distinction.

Balanced approach: Distinguish between working founders and non-operational shareholders. Working founders get standard 4-year vesting with a 1-year cliff. Non-operational shareholders have different terms reflecting their actual role. This is fair and incentivises the right behaviour.

6. Tag-Along and Drag-Along - The Exit Mechanics

Tag-along protects minority shareholders: if any shareholder wants to sell their shares, each other shareholder can sell a proportionate part on the same terms.

Drag-along protects the investor’s exit: if a qualified majority wants to sell all shares in a bona fide arm’s length sale, they can force all other shareholders to sell on the same terms.

The key negotiation point: The drag-along should only be triggered when the exit valuation exceeds a meaningful threshold - otherwise, the investor could force a sale at a price that delivers a return for them (thanks to the liquidation preference) but leaves founders with little.

Balanced approach: Set a minimum valuation floor for drag-along. A common formula is 3–5x the post-money valuation of the last round, ensuring that a drag-along only triggers when there is genuinely value for everyone.

7. The Further Investment Option - Tranche Structures

The lead investors have the right to make a further EUR 300,000 investment at a EUR 6,000,000 pre-money valuation, subject to conditions. These conditions include a co-investment of EUR 200,000 by other investors, the company securing a new banking sector customer, and no material adverse event.

The founder’s concern: Is this a binding commitment or merely an option? If conditions are not met, the investment option is forfeited without either party having the right to claim damages — which means the company cannot rely on this money when planning.

Balanced approach: Clearly distinguish between committed tranches and investment options. If the second tranche is conditional, the company should plan its runway and milestones assuming it will not materialise. If it does, the higher pre-money valuation (EUR 6M vs EUR 5M) rewards the company’s progress.

The IBA Lean Documents Perspective

We led the Finnish national working group in the IBA Lean Documents Project — coordinating with my learned colleagues from Waselius, Borenius, Magnusson, and Castrén & Snellman to ensure Finnish legal perspectives were reflected in the pan-European model clauses. We prepared the comparative analysis and proposals for each core clause, highlighting practical considerations specific to Finnish corporate and contract law.

The project’s core insight is simple but powerful: by standardising key contractual provisions and promoting legal harmonisation, the project aims to create a more attractive and accessible environment for early-stage venture capital investments. When a Swedish investor looks at a Finnish seed deal, or a German fund evaluates a Portuguese startup, standardised terms reduce friction, lower legal costs, and accelerate closing.

The seven core clauses where the project found the most significant divergence across European jurisdictions are:

1.     Warranties (including their limitations and remedies)

2.     Board Composition & Reserved Matters

3.     Lock-Up Provisions & Pre-Emptive Rights

4.     Exit

5.     Tag-Along / Drag-Along

6.     Liquidation Preference

7.     Anti-Dilution Protection

Every one of these clauses appeared in the term sheet we analysed above. And in every case, the balanced approach is the same: both the investor’s and the founders’ rights and obligations should be calibrated to support the company’s growth and future financing rounds. An over-aggressive seed round creates problems in Series A. Onerous founder restrictions deter talent. Excessive investor veto rights slow decision-making. The best term sheets find the middle.

Key Takeaways for Founders and CEOs

  • Understand the liquidation preference maths before you sign. The difference between non-participating, “higher of”, and full participating is not academic — it determines how much money you actually take home on exit.
  • Anti-dilution should be weighted average, not full ratchet. This is the emerging European standard. Full ratchet punishes founders disproportionately for market conditions beyond their control.
  • Veto rights should be proportional to investment size. A 5% investor should not have the same governance power as a 40% investor. Qualified majority thresholds achieve this.
  • Distinguish between working founders and non-operational shareholders. Vesting, leaver provisions, and operational obligations should reflect reality, not a one-size-fits-all template.
  • Second tranches are options, not commitments. Plan your runway accordingly and negotiate the conditions carefully.
  • Use standardised terms where possible. The IBA Lean Documents Project exists precisely to make seed and early-stage rounds faster, cheaper, and fairer. There is no need to reinvent every clause from scratch.

The author led the Finnish national working group in the IBA Lean Documents Project, a pan-European initiative to create standardised, balanced model clauses for early-stage venture capital investments. The hypothetical term sheet analysed in this article is based on typical seed-round structures common in the Finnish and Nordic venture ecosystem.

For further information, contact Jan Lindberg, Partner, Trust. 

Further Reading

For those who want to go deeper into the topics covered in this blog, the following resources provide authoritative guidance on early-stage venture capital terms, standardised documentation, and the pan-European harmonisation effort.

IBA Lean Documents Project

Industry Model Documents

Thursday, 29 August 2019

Letter of Intent in Public M&A: Six drafting points on the scope of exclusivity



We will continue our blog on SPAs and private M&A deals next, but in the meanwhile I take a step to the public M&A world and write a few words about exclusivity. This is often a hotly debated issue, but the main principle and aim of the clause are clear.

Let us assume that we have a situation on the table where Company X made an indicative proposal with respect to a potential transaction involving a voluntary tender offer to acquire all of the outstanding shares and equity securities of Company B. In the following Letter of Intent, Company X requires that, during the agreed period (which we can call “restricted period”), Company B “...will not and procures that its affiliates and their respective representatives will not solicit, initiate, or negotiate any approach, offer or indication of interest from or with any third party with respect to any alternative transaction.” Sounds clear so far? Well, for those who are not familiar with the concept of alternative transaction, let me share some thoughts on the concept and what the issues are that should be considered.

First of all, from Company X’s point of view, it is important to define the scope of exclusivity in such a manner that there are no loopholes that Company B can use to circumvent the protection. Therefore, there is typically an exhaustive list of various types of transaction that are restricted, i.e., alternate transactions. From Company B’s point of view this kind of exclusivity needs to be considered carefully not only because of the board’s fiduciary duties may require certain freedom to operate without contractual restrictions, which, as it happens, is a topic outside the scope of this blog, but also to ensure that that the scope is not too wide, unnecessarily restricting the ordinary business of the company.

From Company X’s point of view the definition of an alternate transaction could be, e.g., the following: (a) any transaction concerning the subscription or acquisition of any shares in, or any equity securities of, Company B or any of its affiliated companies, (b) any transaction for the sale by Company B or any of its affiliated companies of all or a significant portion of their respective businesses or assets, (c) granting a licence to any intellectual property rights or assets of Company B or any of its affiliated companies other than in the ordinary course of business and consistent with past practices; or (d) any merger, demerger, formation of a joint venture by Company B or any of its affiliated companies and any transaction having a similar effect.

Second, while we have seen these kind of proposals in the past, we do not consider that these are necessarily business-oriented. Naturally, in point (a) one needs to make a distinction between two cases: one in which the board discusses on the sale of all or majority of the shares in which the control changes, as opposed to a case where an individual shareholder of a listed company trades his or her shares.

Third, in paragraph (c) there is a distinction that should be noted whether the licence is exclusive or non-exclusive. Wide licence to a company’s core IPRs may also be part of an ordinary business and in such case it may not be harmful to give the Company B such rights depending on the field of business as well. If it is outside the scope of ordinary business or exclusive, then there is a potential of value decrease but even then if such deal were to be detrimental to the value of the company, the board naturally would not implement that.

Fourth, in (d) there is a slightly similar issue as above, whether we should expect that there is a change of control. There are many collaboration deals that may be within the ordinary course of business and therefore not even harmful to the offeror.

Fifth, while the concept of alternative transaction is relatively wide, it might be prudent for Company B to consider whether a sentence on ordinary corporate finance transactions and the related security measures should be added. Further, there might be contractual or other rights relating to shares which would also require an express carve-out from the scope. At this point, Company B might not have full visibility as to what arrangements there are affecting the exclusivity and therefore this gives additional comfort to Company B.

Finally as a point number six, in all these types of alternate transactions, one needs to consider whether these reactions should apply to Company B only or Company B’s group as a whole or Company B or its affiliated companies as written above.

As you can see, even a small clause in LOI may be enormously fascinating if you dig deep enough and start playing with different scenarios when finding the optimal drafting. Based on our experience, standard models are used too often without thinking about the particular case in question. 

Hopefully, this will help and looking forward to hearing other comments around exclusivity theme!


Best Regards,

Jan




Monday, 27 May 2019

Some take-aways and personal after-thoughts on competitiveness, financing and platform ecosystems following IBA's Global Entrepreneurship Conference


For various reasons, I have not posted anything here in ages. I have been active otherwise and, for example, have written our firm's M&A and Corporate Finance Update. Anyways, this time I decided to focus on some issues other than ICT agreements or M&A and generally look at the market trends and views from the Nordic point of view. The main topic was discussed at the 5th IBA Global Entrepreneurship Conference "The Nordic model—rising up to the global challenge in Copenhagen" earlier this week.

One of the most interesting discussions was about how in Norway start-ups were able to get funding relatively easily, but the problem was that exits take place too early. After the panel, we actually continued discussions on the topic with my fellow colleagues from Sweden. I do not think that the question about the early exits was approached from the financing point of view. My personal view is that the exit stage usually coincides with hitting the "funding cap". By this I mean a stage when it is difficult for a growth company to get additional funding. Naturally, this stage where this funding cap exists, e.g., from €2 million upwards or something else, just varies slightly depending on the Nordic country in question. So in Finland, the exit stage is reached earlier than in Sweden for example. This would also explain why valuations in M&A context are higher in Sweden than in Finland—the companies in Sweden are developed further before exit as the funding cap is higher. Of course, there are other reasons as well, but it would seem to be quite human a trait that if there is a funding cap, additional growth starts feeling difficult and burdensome and next financing round would seem to require massive efforts and so forth, and therefore you start considering that it might be a good time to exit. Also by that time you might have already achieved enough to cover your personal expenses and paid your home mortgage, so this decision is even easier. On the other hand, it has been said that at least in Norway 2/3 of hirings are done by private firms so these entrepreneurs are also serving a valuable purpose. I would encourage anyone to find solutions to keep entrepreneurs interested in growing their companies even further and postponing this exit stage.

One of the main concerns we should all have is the low level of investments in R&D, especially in this global competitive environment in which we in Europe are lacking behind the US and China. While companies such as Amazon and Google have massively grown during the past few decades, we have not been able to establish quite similar success stories here in Europe. This can also be further be illustrated by looking at the R&D budget figures and activities of FANG (Google, Facebook, Netflix & Amazon):


And here, in this era of large platforms and massive concentrations of data why large platforms prevail and so many companies fail in data sciences? Well, in data sciences area it is not sufficient to have only one of the four described above, but you most likely need all four elements to create a winning strategy. 


Let’s take another topic that was discussed a lot in the conference as an example—GDPR, data protection and data security. This is an important subject but in the context of this blog posting when talking about Nordic firms and their competitive position in the global market, taking into account the insufficient investments in R&D, one can validly ask whether we have made a smart decision to invest such a large sum of resources in the protection of personal data and whether this investment is something that European firm can actually turn as a competitive advantage? One firm mentioned that they have spent approximately €3 million on GDPR compliance here in Europe, and therefore the valid question is whether the company will be able to earn back this investment? How long will it take? Or, if the company had spent, perhaps together with some other firms, the same amount on R&D focusing on the creation novel business models based on advanced data analytics or artificial intelligence, would it be in a better competitive position against its US or Chinese counterparts? In case of GDPR, this decision to invest has already been made so now it would be time not to be scared about the consequences and focus on sanctions and sanction levels, which I understand are interesting at least for lawyers but, instead, to focus on the creation of additional value, ways of turning data protection and privacy and the legislative framework into a competitive advantage for European firms. For Finnish firms, I do find it difficult to compete against these global platforms with our limited resources, but there are so many things to do "on top" of these platforms.

Looking forward to hearing your views on this and, in the meanwhile, have a splendid continuation of your week and greetings to all familiar and new faces at the IBA, we'll see you in Amsterdam next year!

Regards,

Jan



Tuesday, 2 October 2018

Avoiding vendor lock-in with cloud solutions? six practical tips

Yesterday I posted feedback on Marsh & McLennan´s and FireEye's study that found that "companies in the European Union take three times longer than the global average to detect a cyber intrusion" and stated that this issue should also be taken into account in the financial sector outsourcing, e.g., due to diminishing control arising out of cloud infrastructure. 

Today I read about cloud strategies and vendor lock-in which actually gives an interesting angle to the above topic, and therefore I decided to write about this. The issue is topical also because Gartner forecasts that worldwide public cloud revenue will grow 21.4 percent in 2018 (see here). So to the main question: is it possible to retain more control and avoid vendor lock-in with cloud solutions?  Here it should be noted that term "control" is multi-faceted and in the financial sector this term also relates to the control exercised by financial supervisory authorities (FSAs) over their regulatory subjects. Here we do not address control from that perspective, but think generally about customer-purchased cloud services.

There are at least five main issues one should consider:
  • Due diligence, like in any case involving business-critical vendors: create a process for the selection of the cloud service provider and most importantly determine your goals;
  • Consider a multi-cloud strategy to avoid a single vendor scenario (read more from here);
  • Require an exit plan and check out potential costs;
  • Pay attention to data portability and ensure that you have an easy way of extracting the data;
  • Consider container technology or configuration tools (read more here)
From the contractual perspective we see more and more clauses of the type "no vendor lock-in" that  naturally also serve their purpose. These are slowly becoming a standard in diligently drafted ICT acquisition templates (although surprisingly many Finnish companies have not yet implemented this as a standard models). It might be an issue for a prudent drafter to consider updating. However, as we all know, most popular cloud agreements are still heavily beneficial for the cloud service providers and the reality for having this kind of additional clause in your company agreement may turn out to be impossible task. One could address this issue when dealing with managed service vendors or similar cloud brokers implementing your solution.

Splendid continuation for you cloudy day in Finland! Personally I head to Rome to enjoy IBA's 2018 conference and hopefully seeing many of you there as well!

Jan

Wednesday, 30 May 2018

Five Cases how Succesful Transactions are Created

Many studies indicate that even as high percentage as 70-90% of the M&A deals fail and often there are human elements behind. But given the percentage is as high as this one it is interesting to evaluate the opposite, when acquisitions actually create additional value?

Typical ways of value-creation include for example:

1. excess capacity removal from the market;
2. talent acquisition creating costs-saving;
3. tech or IP acquisition creating cost-savings (if compared to, e.g., in-house development expenditure, licensing also worth considering);
4. performance improvement or exploitation of industry scalability; and
5. successful selection of early-stage high-growth companies.

In the current economic environment where there are political risks, global economy is suffering turbulence, interest rates are low but valuations are high, some of the above "success types" are even more difficult to execute (depending naturally on the buyer's strategy).

Based on our experience from the past deals, in particular from tech & digitalisation -driven exercises, also different kind of legal insight and business acumen is required so that legal would contribute to this value-creation process in the optimal way!

As an example, in one of the exercises involving outsourcing of a tech team of very high-profile experts, we involved the personnel to the deal-making process in an exceptional way just to ensure that these persons, although subject to divestment but who are at the same time our crown-jewels, are motivated and incentivised appropriately. The end result was successful, but needed to be carefully planned to avoid unnecessary complications (as if M&A process is not sufficiently complex on its own).

So think, how do you plan to create additional monetary gains from M&A? Should you be interested in hearing our views how we secure this and create even more, feel free to contact and we are pleased to tell more!

Regards,

Jan