Book · book (~300 pages)

Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist

Brad Feld & Jason Mendelson · Wiley Paid Advanced

The definitive book on how VC deals really work, written by two Foundry Group VCs. It demystifies the term sheet term-by-term so you negotiate from knowledge, not fear.

  • Term sheets divide into economics and control; the dangerous clauses often live in control, not the headline valuation
  • Understand liquidation preferences, option pools, and protective provisions before you sign anything
  • Know the VC's incentives and fund structure so you can predict how they'll behave

It answers 7 questions

  1. What kind of businesses are actually a good fit for venture capital?
  2. What do I give up when I take VC money?
  3. How is my startup's valuation actually decided at the early stage?
  4. What do the key terms in a term sheet actually mean?
  5. How do SAFEs and term sheets differ in India versus the US?
  6. How do I decide the right time to start raising, if at all?
  7. How much dilution should I expect across seed and Series A?

Read with it

  1. The primary source for the SAFE itself, plus YC's plain-English primer explaining post-money mechanics. Use the official... Y Combinator Tool · templates + primer YC Safe Financing Documents (Official Post-Money SAFE) Y Combinator
  2. The reference primer on the metrics and market-sizing logic investors use, including bottom-up market sizing that keeps... a16z Article · ~15 min read 16 Startup Metrics Andreessen Horowitz (a16z)
  3. The canonical, no-nonsense overview of how seed fundraising works, written by a former YC president who has seen thousands of... Y Combinator Startup Library Article · 20 min read A Guide to Seed Fundraising Geoff Ralston
  4. The single most useful mental model for whether you actually need to raise. Graham's 'default alive vs default dead' framing... paulgraham.com Article · 10 min read Default Alive or Default Dead? Paul Graham
  5. Naval's concept of 'specific knowledge', the thing that feels like play to you and work to everyone else, is the clearest... nav.al Article · ~20 min read How to Get Rich (specific knowledge, leverage & judgment) Naval Ravikant
  6. The strongest articulate case for NOT raising, from the 37signals co-founder who built a massively profitable business with... Lenny's Podcast / Lenny's Newsletter Podcast · 90 min Jason Fried challenges your thinking on fundraising, goals, and growth Lenny Rachitsky (host), Jason Fried (guest)
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