Stage 01 · The headline deal

Valuation is only the first line.

Capture the proposed financing before testing who gets paid, who controls the company, and what happens when performance falls short.

Company

Round

Pre-money valuation $

New investment $

Current founder ownership %

Post-close option pool %

What matters most in this decision?

Stage 02 · Economic terms

Model who gets paid—and when.

Preference structure can change outcomes even when headline valuation and dilution look acceptable.

Liquidation preference

Participation

Cumulative dividend %

Anti-dilution

Pro rata rights

Pay-to-play

Exit case 1 $

Exit case 2 $

Exit case 3 $

Stage 03 · Governance and control

Understand the rights behind the ownership.

Control is shaped by board composition, veto rights, information rights, and founder restrictions—not ownership percentage alone.

Board composition

Investor protective provisions

Founder vesting reset

Drag-along control

Information rights

Founder employment provisions

Stage 04 · Investor protection and execution risk

Find the terms that can change the deal later.

Some provisions create risk only when the company needs flexibility most.

Tranched financing

Redemption rights

No-shop period

Conditions to closing

Investor counsel fees paid by company $

Committed lead?

Term causing the most concern

Feldman Advisory · Term Sheet Decision Brief

NEGOTIATION POSTURE

01 · Executive read

What the offer really means

02 · Exit economics

Illustrative payout waterfall

03 · Risk architecture

Economics, control, and execution

04 · Hidden interactions

Terms that compound each other

05 · Negotiation priorities

Protect these first

06 · Questions for counsel

Verify before signing

07 · Decision rules

Accept, change, or walk

08 · Founder memo