Delaware C-Corp from Day 1 — keeps all options open for investment AND exit. Miss this and you could pay massive capital gains tax you didn’t have to.
Vesting: 4 years with a 1-year cliff. Every investor will require it. Even with co-founders who are friends or family.
IP assignments: Anyone who has ever created anything for your company — code, logos, marketing — needs to sign one. This is the #1 deal killer in diligence.
Cap table hygiene: Verbal equity promises, missing releases from departed contributors, side letters — investors will find all of it in diligence.
The 4 term sheet terms that actually matter:
Liquidation preference — how much of your exit the investor gets first
Participation rights — after they get their preference, do they also share the remainder? These two terms together are how founders build billion-dollar companies and get zero.
Board composition — this is how founders get fired from their own companies (Trust & Will, Steve Jobs, Adam Neumann)
Drag-along rights — investors can force you to sell, even when you don’t want to
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