Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist
by Brad Feld, Jason Mendelson
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Brad Feld, co-founder of Foundry Group and one of the most founder-friendly voices in venture capital, and Jason Mendelson, his partner and former head of legal at several tech companies, wrote this guide specifically to address the information asymmetry that puts startup founders at a disadvantage when negotiating with experienced venture investors and their lawyers. The book demystifies every major provision in a term sheet — valuation and economics, control provisions, anti-dilution protections, liquidation preferences, conversion rights, redemption rights, board composition, information rights, and the various protective provisions that VCs use to manage downside risk — explaining not just what each term means but why investors care about it and where there is genuine room for negotiation versus where resistance is futile. Feld and Mendelson are unusually candid about the investor perspective, which makes their advice to founders more credible and nuanced than books written purely from the founder's point of view. The book also covers the full deal process from initial pitch through term sheet, due diligence, definitive documents, and closing, as well as convertible notes, venture debt, and the structure of follow-on financing rounds. Regularly updated to reflect changes in market practice, it has become the standard reference for startup founders, angel investors, and early-stage investment professionals who want to understand the mechanics and negotiations of venture financing.