The players
How to raise money
Overview of the term sheet
Economic terms of the term sheet
Control terms of the term sheet
Other terms of the term sheet
The capitalization table
Convertible debt
Crowdfunding
How venture capital funds work
Negotiation tactics
Raising money the right way
Issues at different financing stages
Letters of intent : the other term sheet
Why do term sheets even exist?
Legal things every entrepreneur should know.

Introduction: The art of the term sheet
The players. The entrepreneur ; The venture capitalist ; The angel investor ; The syndicate ; The lawyer ; The mentor
How to raise money. Do or do not; There is no try ; Determine how much you are raising ; Fund-raising materials ; Due diligence materials ; Finding the right VC ; Finding a lead VC ; How VCs decide to invest ; Closing the deal
Overview of the term sheet. The key concepts: economics and control
Economic terms of the term sheet. Price ; Liquidation preference ; Pay-to-play ; Vesting ; Exercise period ; Employee pool ; Antidilution
Control terms of the term sheet. Board of directors ; Protective provisions ; Drag-along agreement ; Conversion
Other terms of the term sheet. Dividends ; Redemption rights ; Conditions precedent to financing ; Information rights ; Registration rights ; Right of first refusal ; Voting rights ; Restriction on sales ; Proprietary information and inventions agreement ; Co-sale agreement ; Founders' activities ; Initial public offering shares purchase ; No-shop agreement ; Indemnification ; Assignment
The capitalization table
Convertible debt ; arguments for and against convertible debt ; The discount ; Valuation caps ; Interest rate ; Conversion mechanics ; Conversion in a sale of the company ; Warrants ; Other terms ; Early stage versus late stage dynamics ; Can convertible debt be dangerous? ; An alternative to convertible debt
Crowdfunding. Product crowdfunding ; Equity crowdfunding ; How equity crowdfunding differs
How venture capital funds work. Overview of a typical structure ; How firms raise money ; How venture capitalists make money ; How time impacts fund activity ; Reserves ; Cash flow ; Cross-fund investing ; Departing partners ; Corporate venture capital ; Strategic investors ; Fiduciary duties ; Implications for the entrepreneur
Negotiation tactics. What really matters? ; Preparing for the negotiation ; A brief introduction to game theory ; Negotiating in the game of financings ; Negotiating styles and approaches ; Collaborative negotiation versus walk-away threats ; Building leverage and getting to yes ; Things not to do ; Great lawyers versus bad lawyers versus no lawyers ; Can you make a bad deal better?
Raising money the right way. Don't be a machine ; Don't ask for a nondisclosure agreement ; Don't email carpet bomb VCs ; No often means no ; Don't ask for a referral if you get a no ; Don't be a solo founder ; Don't overemphasize patents
Issues at different financing stages. Seed deals ; Early stage ; Mid and late stages
Letters of intent-the other term sheet. Structure of a deal ; Asset deal versus stock deal ; Form of consideration ; Assumption of stock options ; Representations, warranties, and indemnification ; Escrow ; Confidentiality/nondisclosure agreement ; Employee matters ; Conditions to close ; The no-shop clause ; Fees, fees, and more fees ; Registration rights ; Shareholder representatives
Why do term sheets even exist? Constraining behavior ; Transaction costs ; Agency costs and information asymmetry ; Reputation constraints
Legal things every entrepreneur should know. Intellectual property ; Employment issues ; State of incorporation ; Type of corporate structure ; Accredited investors ; Filing an 83(b) election ; Section 409A valuations.