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August 28, 2026

Five clauses founders regret skipping in a term sheet

Valuation gets the headlines. These five clauses decide what that valuation is actually worth.

Julian Okafor
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Julian Okafor
Partner
Five clauses founders regret skipping in a term sheet

Article

Founders negotiate valuation for weeks and accept boilerplate in minutes. The boilerplate is where the value moves.

Liquidation preference

A 1x non-participating preference is market. Anything more should be priced into the valuation, not buried in the terms.

Pro-rata and super pro-rata rights

Reasonable for lead investors, expensive when granted to everyone.

Drag-along thresholds

Decide now who can force a sale — and who cannot.

A term sheet is a dispute you are choosing to have later.

Board composition

Control rarely changes in a single round. It changes one seat at a time.

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