Pre-money & Post-money Valuation
Worked example
Pre-money 40 billion, additional call 10 billion → post-money 50 billion. Investors own 10/50 = 20%.
Administration
Worked example
Pre-money 40 billion, additional call 10 billion → post-money 50 billion. Investors own 10/50 = 20%.
The content explains general concepts, not legal advice. Actual terms need to be reviewed by a lawyer.
Step 1 — Enter a keyword in the search box or select a term from the list on the left. Step 2 — Read the definition to understand what the clause actually does. Step 3 — Work through the numerical example to see its effect on ownership and on the cash actually received. Step 4 — Note any clauses that remain unclear and discuss them with a lawyer before signing.
The search box matches partial words, so typing dilut is enough to bring up the anti-dilution clause. Every term comes with a numerical example, because the real effect of a clause only becomes clear when placed in a concrete situation. Two offers at the same valuation can still produce very different outcomes for the founding team.
Example: Two offers both value the business at fifty billion dong. One applies a one-times liquidation preference with no further participation in the remainder; the other takes the preference and then also shares in the remainder pro rata. When the business is sold, what the founding team actually receives differs considerably between the two, despite the identical headline valuation.
Unfamiliar with most of the terms
Take the time to read through every entry in the glossary before responding to investors. Asking for more time to review is entirely normal practice in investment negotiations.
Clear on valuation, unclear on rights
Focus on the clauses covering liquidation preference, anti-dilution and veto rights. These can change the final outcome more than the valuation itself.
Across all the terms
The next step is to send the term sheet to a lawyer for review and draw up a list of points to negotiate. Every clause should be reviewed by a lawyer before you sign.
Founder's Toolkit