Corporate
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.

Written by
Julian Okafor
Partner

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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