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Term Sheet Design
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We included the provisions and their variations which other sources missed or didn't care to mention. We also explained everything in plain English.


How will you benefit from this course?

Although there is plenty of information about the term sheets on the Internet, as well as in a dozen of books you can find on Amazon. This is how this course is different:

- we included the provisions and their variations which other sources missed or didn't care to mention — trust us, we checked them all;

- we explained everything in plain English and on simple examples for better understanding of this legal document;

- we will guide you through the entire process of generating a draft of a term sheet, step by step, as well as provide you with several examples of real term sheets.


  • Questionnaire For Generating Your term sheet
  • Drafts of real term sheets
  • Personal consultation with an instructor to answer your possible questions (the subscription plan)


Welcome To The Course!
Understanding The Role Of Term Sheet
    Term Sheet As A Litmus Test For Partnership
    Binding Or Not?
    Term Sheet Check List
    Case Studies: Don't Let It Backfire
    Term Sheet Templates
The Beginning: Not That Simple
    Opening Section: What Goes Ahead
    The Offering: Who, What And For How Much
    Closing Conditions: When The Deal Actually Happens?
Liquidation Rights: Why VCs Always Win. Almost Always
    Liquidation Rights: Why VCs Always Win. Almost Always
    Liquidation Math
    Protection From Liquidation Rights
Conversion Of Stock: When VCs Want To Be Equal
    Optional Conversion
    Mandatory (Automatic) Conversion
Anti-Dilution Provision
    Anti-Dilution: Protecting Your Ownership
    Full Ratchet And "Vulture Capitalists"
    Weighted Average
    Anti-dilution Exceptions
Other Preferred Stock Provisions
    Warrants: When Less Is More
    Redemption: Also An Exit
Dividends: Do They Even Make Sense In A Startup?
    Dividend Rates And Cumulation
    Dividend Priority And Participation
Voting Right You Truly Care About
    Shareholders' Voting Rights
    Board level protective provisions
Tools For The Next Round
    Pay-To-Play. As Bad As It Sounds
    Right Of First Refusal: Tool Of Manipulation
    Check-list for the Term Sheet Generator (Pay-To-Play)
    Check-list for the Term Sheet Generator (Right Of First Refusal)
Tags And Drags: Shareholders Co-Dependence
    "Drag-Along" Rights: Investors' Darling
    Tag-along or Co-sale right
Registration Right: Why It's Important
    When To Register Stock
    Demand And Piggyback
    Why Investors Shouldn't Bother Much
    Market Stand-Off Or Lock-Up
Management Rights
    Information Rights: Data Is The Key
    Management Rights
    Check-list for the Term Sheet Generator (Information Rights)
    Check-list for the Term Sheet Generator (Management Rights)
    Things to Keep In Mind About CapTables
    Understanding of basics: Lost In Translation
    Capitalization Table Samples

Your Instructor

 Leonard Grayver  Greenberg, Whitcombe, Takeuchi, Gibson & Grayver, LLP

Leonard Grayver
Greenberg, Whitcombe, Takeuchi, Gibson & Grayver, LLP

Mr. Grayver also has unique expertise in structuring venture capital financings (representing both issuers and venture capitalists). He has substantial experience in venture capital fund formation and regularly advises general and limited partners on fund structures, latest industry standards on business terms, and emerging issues.

His corporate practice also focuses on counseling start-up and emerging growth companies in areas of corporate and securities laws, mergers and acquisitions, and other strategic business arrangements. He is also experienced in negotiating and drafting a wide range of business arrangements. 

Mr. Grayver writes and lectures frequently on private equity, corporate, and technology licensing issues. He has authored a definitive guide to venture capital financings. Before joining the firm, Mr. Grayver was a corporate associate at Wilson Sonsini Goodrich & Rosati, the leading Silicon Valley law firm, and an investment banking associate at BKL Capital.


pick the right plan for you

By enrolling in one of the offered plans, you get full access to all the lectures of the course at once, as opposed to the drip course on our subscription plans.

We offer very special rates to our Ambassadors.

What does Certification mean?

We take our education seriously and will be happy to give you a personal recommendation if you complete all the assignments. Such a recommendation comes as the Certificate of the course completion. 

If you don't need the Certificate, you are welcome to choose the option "No Certificate".