"As with any specialized technical field, there are certain buzz words that venture capitalists use that will be new to an entrepreneur," said Lynn- Ann Gries, Chief Investment Officer of JumpStart Inc., the venture development organization behind IdeaCrossing , a free online resource that connects entrepreneurs with investors.
"First-time entrepreneurs need to realize that venture capital investors will expect them to understand the common terms of their world and won't necessarily be willing to educate them. Before speaking with a venture capitalist, it is essential that the entrepreneur has done their research," Gries concluded.
If a venture capital firm is interested in an entrepreneur's idea, they will present the entrepreneur with a term sheet - a document that outlines the key financial terms of the proposed investment. While term sheets aren't usually binding agreements, they provide a roadmap for the direction a venture capitalist is most likely going to take with their investment and the conditions that need to be met along the way.
Here are just a few crucial phrases from a typical term sheet that all entrepreneurs should be familiar with:
- Capitalization: The debt/equity mix that funds the company's assets.
- Dilution: The loss in percentage ownership that inures to existing owners when shares are sold to new investors.
- Board Representation: Companies are governed by a board of directors. Typically venture investors will seek one or two board seats – enough to have a meaningful impact on governance, in addition to the economic ownership derived from purchasing stock.
- Founder Shares: Shares issued to the founders of the company. Typically at lower price then the one offered to investors.
- Valuation: An analysis of financial condition of the company and the developmental stage of its products or services, as well as the company's prospects in the market. Usually includes the valuations of comparable companies.
- Anti-dilution Provisions: An adjustment mechanism that provides the holder the right to receive additional securities in order to maintain a specific ownership percentage.
- Liquidation Preference: This section spells out how much the investor is entitled to receive when the company is sold.