You’re raising or deploying capital in the United States. The terms you accept now set what the next round is able to look like.
Information, not advice
This page is information, not legal advice about your matter. A retainer begins only when a lawyer confirms it.
Start here
Look past the valuation at the terms that follow you
Preference multiple, participation, protective provisions and board seats shape every round after this one. The headline number rarely does.
What to work through, in order
The terms that compound
NVCA model documents set the baseline, and the negotiated points are preference multiple, participation, protective provisions and board seats. Terms set now constrain the next round.
Founder and employee equity
ISOs and NSOs carry different tax treatment, 409A valuations are required for option pricing, and an 83(b) election on restricted stock is time limited and easy to miss.
Investor eligibility and incentives
Accredited investor status and Regulation D conditions govern who may participate and how the round may be marketed. QSBS treatment under section 1202 is a significant investor consideration.
Next steps
What happens if you go ahead
Scoping call
Written scope and fixed-fee quote
Engagement, once a lawyer confirms
Who would handle it
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