How to Negotiate a VC Term Sheet and Lessons Learned

Learn how to negotiate equity and a term sheet with startup investors

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How can a founder best negotiate equity and a VC term sheet?

Learn from a top startup Lawyer, as well as a Founder who has raised over $80 million and had a successful exit, on how to strategically negotiate a venture term sheet and equity with investors to generate the best outcome for you and your team.

If you’re reading this, you’re likely raising money for your startup or will be doing so sometime in the near future. Either way, you’re soon to have a term sheet in front of you. Term sheets are issued by Investors, for Investors, and written by Lawyers for Lawyers, and the financial & operational consequences can be difficult to fully understand.

Join us for a workshop with Herb Moore of McCarter & English and Rami Essaid of Finmark & Distil Networks, who will walk us through what entrepreneurs need to know when reviewing and negotiating a term sheet with investors. Gain insight into the basic sections of a term sheet, which ones you should pay most attention to, and how to avoid signing an agreement you don’t fully understand to ensure you and your team end up with the best financial outcome possible upon exit.

The Experts


Herbert P. Moore, Jr.
Special Counsel

Herb “JR” Moore is Special Counsel in the firm’s Venture Capital & Emerging Growth Companies practice. He focuses his practice on advising entrepreneurial clients and venture capital investors on a full range of transactional, securities law and corporate governance matters. Herb counsels early stage, emerging growth and middle market tech and tech-enabled companies on a diverse range of corporate matters, including venture capital financings, technology transfer agreements, mergers and acquisitions, protection of intellectual property, complex commercial agreements, licensing, entity formation and general corporate matters.

Prior to joining McCarter & English, Herb was in-house counsel at a leading New York seed- and early-stage venture capital firm investing in some of the strongest growth areas to date, including cybersecurity, artificial intelligence, machine learning, drones, enterprise cloud software, and crowdfunding. Herb represents several early stage venture capital funds in both fund formation and investment transactions as the firms identify and invest in technology and technology-enabled companies – across geographies and emerging industries.

Earlier in his career, Herb was a member of the corporate group at SorinRand LLP (which merged with McCarter & English in 2014), serving as a trusted advisor to startup, early stage and middle market technology companies as well as the investors and executives who support and lead them. Herb began his corporate legal career practicing with Gallagher, Briody & Butler in Princeton where he represented a number of public and private companies in equity and debt financings, SEC reporting, securities and commercial matters.

Herb’s experience representing technology companies, venture capital funds and other early stage investors positions him well to serve McCarter’s corporate, venture capital and emerging growth company clients. Herb has presented internal trainings for firm attorneys and summer associates on “Key Terms and Concepts in Venture Capital Fund Formation,” which provided an overview on venture capital as an asset class, the venture capital fund formation process, and provided insights on key terms and concepts in the typical venture capital fund governing documents. Herb has also presented external trainings for venture fund clients on “Key Terms and Concepts in Venture Capital Financing Transactions” covering the full scope of a venture deal, including negotiation of the term sheet, explanation of each of the primary transaction documents, closing of the deal, and post-closing considerations.


Rami Essaid
Co-Founder & CEO


Rami Essaid is the Co-Founder and Chief Executive Officer of Finmark, a Venture Partner at IDEA Fund Partners, and an Extended Team Member of Ubiquity Ventures. He was the Co-Founder and Chairman of Distil. Rami helps enterprises embrace the cloud to improve their scalability and reliability while maintaining a high level of security.

He attended North Carolina State University where he majored in computer engineering.


Paul Bianco CEO

Paul Bianco is the CEO of Graphite, a leading provider of finance & accounting services for early-stage companies. Prior to Graphite, Paul was an investor at ffVC, an early-stage VC fund in NYC. While at ffVC, Paul helped dozens of his portfolio companies build easy to understand and intuitive financial models. Paul is Certified Public Accountant and has a background in consulting, asset management and technology.


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