Right of First Refusal (ROFR): What Angel Investors and LPs Need to Know
TL;DR: The Right of First Refusal shows up in nearly every venture capital deal you will sign as an accredited investor. Most angels read past it. That is a mistake. ROFR controls whether you can
Anti-Dilution Provisions: What Every Angel Investor Needs to Know
According to PitchBook's research , nearly 25 percent of all US venture rounds in 2024 were flat or down rounds — a decade high — making anti-dilution provisions more relevant than they have been sinc
Liquidation Preference: The Term Sheet Clause That Decides Who Gets Paid
According to Cooley LLP's Q2 2025 Venture Financing Report , covering 238 venture financings, 98 percent of deals carried a 1x liquidation preference and 95 percent used non-participating preferred st
Advisory Shares: What They Are and How to Negotiate Them
TL;DR: Advisory shares are equity grants to outside advisors, typically awarded as NSOs or RSAs. Standard advisors receive 0.25% at idea stage, dropping to 0.15% by growth stage. You vest over two yea
ROFR Explained: How Right of First Refusal Affects Your Exit
**TL;DR: Right of First Refusal (ROFR) gives your company and other investors the right to match any third-party offer on your shares before you can sell them. This restriction can delay your secondar
Common Stock vs Preferred Stock: The Liquidation Waterfall That Wipes Out Founders (With Real Math)
Common Stock vs Preferred Stock: The Liquidation Waterfall That Wipes Out Founders (With Real Math) A founder I know owned 45% of his company on paper. The acquirer paid $25 million — exactly what investors had put in...
Right of First Refusal: The Clause That Can Lock You In or Kill Your Deal
Right of First Refusal: The Clause That Can Lock You In or Kill Your Deal A $250M acquisition died because a seed-stage investor exercised their ROFR. The buyer walked. The seller waited 30 days for a match that was...