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The key point in the article lies towards the end: An important point to keep in mind is that, in order to maintain flexibility, entrepreneurs shouldn’t give n
by ajju 15y ago
The key point in the article lies towards the end:
An important point to keep in mind is that, in order to maintain flexibility, entrepreneurs shouldn’t give new investors the ability to block an exit or new financings. Investors can get this block in one of two ways – explicit blocking rights (under the “control provisions” section of a VC term sheet) or by controlling the board of directors. These are negotiable terms and startups with momentum should be very careful about giving them away.
There's the rub.
Founder control of the board is hard but possible.
I really can't imagine a VC fund being happy about an exit below the valuation at their round, especially when they have deployed a big chunk of their fund via a big round.
Any experienced VCs/founders want to comment on how common it is for startups to be able to negotiate a term sheet where VCs have no explicit blocking rights?
For reference, YC's AA round template documents for angel investments, widely considered to be very founder friendly, include the following:
So long as any of the Preferred is outstanding, consent of the holders of at least 50% of the Preferred will be required for any action that: (i) alters any provision of the certificate of incorporation if it would adversely alter the rights, preferences, privileges or powers of the Preferred; (ii) changes the authorized number of shares of Preferred; or (iii) approves any merger, sale of assets or other corporate reorganization or acquisition.