In defense of exploding term sheets

There’s a lot of content out there arguing that exploding term sheets—ones that expire after a set amount of time, whether or not they’re accepted—are bad. Some of this comes from founders who do not appreciate the pressure; some if it comes from VCs who want to emphasize their own founder-friendliness. The reality, though, is that all term sheets explode. The only variable is when.
I’ll even go one step further: If term sheets didn’t explode, fundraising would be much harder for founders. During a well-run fundraising process, founders are largely in control. They can dictate when to pitch and when to release information. They’re the ones who choose if and when, ultimately, to sign an offer. At the extreme, this can produce comically narrow demands: Pitch Monday, offers Tuesday, decision on Friday. (To be fair, sometimes this works.) Venture capitalists are left in control of one thing: whether and when to say yes or no.
Now, in fully liquid or public markets, investors can take as long as they want to decide whether to buy or sell—and if the fundamentals change in the interim, well, they can go on their merry way. But in VC rounds, the default assumption is that, once a VC says yes to an investment, they can’t take it back.
This is kind of weird.
Term sheets aren’t actually contracts, and yet they’re considered to be (mostly) binding. That means once an investor makes an offer, they’re exposed to two types of risk: first, of course, that their investment turns out to be a bad one, but also the indefinite opportunity cost of spending a lot of time working on, thinking about, and allocating funds to a deal they might not win.
If we multiply that second issue by the number of deals an investor might want to do, you start to run into an even bigger problem. Investors can only evaluate or commit to a certain number of deals at a time. An investor who cannot control the lifespan of her offers would quickly run out of bandwidth to evaluate new deals. This would be bad for everyone. If an investor is willing to make a bet, she should be able to know when to expect an answer.
Process uncertainty also creates issues for founders, who have a right to know when to expect a yes or no. But once an offer is made, founders would prefer if it stayed open until they can make a decision, however long that takes. VCs prefer an offer that expires relatively quickly.
To me, it certainly seems as if both sides want something reasonable. What’s missing is a common set of rules to determine what’s fair. So, here’s what I propose: Founders should have at least as long to decide whether to accept the terms as the VC took to decide to make an offer. I'll explain.
If an investor makes a decision to invest within 24 hours of the start of a fundraising process, then a term sheet with a 24-hour clock seems reasonable. Think of it as a bonus for VCs who make decisions quickly. Their time in uncertainty is small, so they should be able to process more deals in less time than slower moving funds.
At the other end of the spectrum, investors who need more time to deliberate should extend founders the same courtesy. The VC could even cast this as an advantage—“Yes, we take time to get to know you and think deeply and stuff. But when we make a decision, we make it with conviction, and we will romance you and woo you and convince you, dear founder, to take our offer.”
VCs could also publicly commit to a certain timeline. “Once we meet you for a pitch meeting, we’ll make a decision within a week. Once we give you a term sheet, you’ll have a week to decide.” A day on each side could work. A month on each side could work. As long as both sides understand the terms ahead of time, the trade is even.
From a founder’s point of view, too, all of this should seem fair. And by that same token, if a founder needs an offer by a specific date or time, they should return a decision on that same time scale.
That said, negotiations are messy, and the reciprocity principle won’t work perfectly every time. Sometimes a founder will push the deadline too hard and scare everyone off. Sometimes a VC will do the same. But fun fact: exploding term sheets don’t literally explode. A VC can always decide to extend another offer if they’re still interested after their deadline has passed, or even ignore the deadline altogether. This is simply a negotiating tactic.

The hot round fallacy

I originally wrote this essay for The Information, where it was published on Feb 16.

Here's a fun little paradox in fundraising: Founders and the media love to talk about how quickly funding rounds happen these days—think about the big, rapid-fire raises from OpenSeaDataBricks and others—but when you watch a fundraising process from start to finish, it’s never as fast as it seems. Even the tidiest-looking processes, ones that seem to kick off on day X and sign term sheets on day Y, aren’t what they appear to be.

The best-run rounds are always running, just at different levels of intensity. This breaks some brains because founders want to believe you’re either fundraising or you’re not. In reality, great founders are always fundraising. It’s just that sometimes they call it “fundraising” and sometimes they call it “building relationships.”

This is an important point for founders to internalize because the illusion of fast, aka hot rounds hurts companies. Specifically, founders come to expect that they can emerge from a hole, say “We’re raising” and be done in a few days.[1] The early-stage market hasn’t taken quite the same beating as later-stage or public markets, but still, now is no time to be stupid. The truth is that nearly every fast round I've ever seen (and I’ve seen many) actually started months earlier with careful relationship- and narrative-building or extensive work by an investor—or in many cases both.

Let’s look at this from the investor’s perspective. Every venture capitalist has some quality bar a company needs to clear to trigger an investment. That usually consists of two key components: the overall market or opportunity, and the founder and company in the context of that opportunity. While different investors may consider these in different orders or with different weights, they all form views on each.

Developing a feel for a particular market requires research. That might involve commissioning a consulting firm[2] to perform due diligence on a particular region and its regulatory structure, or it may mean simply talking to potential users and building a view on what solutions may or may not work. This can take weeks or months, most of it before an investor ever talks to the founder of a prospective investment. Some investors run this process quickly, some run it slowly, and to be sure, some don’t run it at all.[3]

But just because a venture capitalist has all the information necessary to make a quick investment decision doesn’t mean they will—there’s still the company to consider. Here again, we run into different speeds and philosophies. When I worked at Y Combinator, we made most of our decisions in 10 minutes. Other investors need hours with founders, often distributed over months or years. Once a venture capitalist has these pieces, the question becomes whether the price of the deal makes sense.

When you understand this framework, the pace at which many follow-on rounds seem to occur doesn’t look quite so fast. These (mostly) aren’t discrete fundraising decisions. They’re continuations of situations where an investor did all or most of the work to get to a “yes” at a given round but lost, then reevaluated the price, made another decision to say “yes” and convinced the founder to take more money.

Founders can use this understanding to their advantage by realizing that they do not have to be passive bystanders in the investor knowledge-gathering process. Think about it this way: An investor evaluating a market needs information. That investor needs to talk to people. Founders are people who happen to know quite a lot about their markets and also generally like talking about them, and investors are usually happy to listen![4] As they listen, they can’t help but be influenced by a convincing story and growing metrics.

That said, founders have to be smart about what information they share and when they do it.

Those who spend too much time with investors and who share too much information too often inevitably hurt their companies. It can be hard for founders to see the balance here, so as someone who’s seen many rounds happen,[5] I’d offer these rules of thumb:

  1. Meet with investors who can actually make the decision to lead a round. This is not necessarily someone with the title of partner.
  2. Meet with those investors once per quarter—maybe once a month in extreme cases.
  3. Share high-level metrics, but not enough to let someone form a full picture.
  4. Prepare concrete asks that can’t be executed during the conversation, such as: “Here are three portfolio companies that would be good customers. Can you introduce me to the heads of analytics at each?”
  5. Track follow-ups.

Maybe someone wants to make the semantic argument that this isn’t fundraising. There’s no deck, there’s no ask, there’s no official invite to a fundraising kickoff party.[6] But it is a meeting between someone who wants to provide funding in exchange for equity and someone who is willing to sell equity for money. If that isn’t fundraising, I don’t know what is. When founders run this part of the process effectively, they’re able to target their later, formal fundraising efforts solely at investors they know are interested.

From there, things should move along at a nice clip, in no small part because the founder is now effectively running an auction. I’ve written extensively about this in the past, so I won’t rehash all of it here, but the main point is that competition forces investors to move quickly. This is in part because good investors generally know when other good investors are interested, but it’s also about the way founders act when they have options versus when they don’t. This is hard to fake, and it works.

I’ve seen founders attempt to force a quick process by setting arbitrarily short timelines, by refusing to produce reasonable data or answer questions, by generally being jerks—all things they believe are effective based on what they’ve read, not based on the work they’ve put in. Startup orthodoxy confirms what these founders want to believe: that they can keep their heads down pretty much forever and get chased by money whenever they need it. Maybe that was true at one time. But markets change, and founders who adapt reap the benefits.


Thank you to Jillian Goodman for your help writing this.


[1] We’re focused here on priced rounds: Series A, Series B and up. Seed rounds are different.

[2] This is a strategy for rapidly building knowledge on many opportunities that I first saw happening at Tiger Global Management and that other funds have adopted.

[3] There are plenty of investors who operate on gut, but this happens less and less as you move through Series A to B and up.

[4] Venture capitalists like to have meetings. This is a major part of their jobs. Go have a meeting! They’ll listen for longer than your parents and you will get free coffee out of it.

[5] When asked this question, I generally come back to Potter Stewart’s famous quote from a distinctly different context: “I know it when I see it."

[6] Not a thing. At least not yet.

A framework for choosing what to do

A year ago, I left YC and felt a bit lost about what to do next.[1] A lot of people were pretty sure they knew what I should do. But...I didn't and most of their suggestions didn’t excite me.

As I thought through my possible paths, I realized that I didn't have a useful framework for making a decision. My gut wasn't helpful since too many things seemed interesting. I started asking friends for advice, and Henrik Werdelin gave me the structure I needed to figure out what I should try next.

As I worked through his advice and its implications, something odd happened - a whole lot of my friends started hitting the same confusing decision point through which I’d just gone. Maybe we're all going through natural career evolutions, maybe these are early onset midlife crises, and maybe a few years of inescapable existential dread about a never ending pandemic is just screwing up all our preconceived notions about how our lives should/need to work.

Whatever the case, I keep having the same conversation, so writing it out seems useful.[2]

The 1st, and most important thing to keep in mind is that no career decision is perfect, no decision without risk. Oh, and no one actually cares what you do. This is especially hard for high achievers to internalize, harder still for people who have succeeded publicly. Maybe this is hardest of all for people who feel as if nothing they've done has matched their self perception and internal expectations.

The next thing to do is to start making lists. In particular, three lists:

The 1st list is an amalgam of all the qualities you want in your next role and what you get from having that role. This is expansive by design. For instance:

  • Work with people who are actually funny

  • Easy commute

  • Do not work weekends

  • Earn at least x

  • Coworkers are the same in person as on social media

  • Build on personal expertise

  • Creates interesting future options

  • Other stuff

It is ok to have items on here that are intensely personal and maybe unexpected. Perhaps you want less risk or ambition than you've shown in the past. Maybe you know that you’ll never be happy with a boss. Write it all out.

List two is all the jobs that you think sound interesting. Try to go way beyond your existing set of experiences to things you always thought were interesting but never seriously explored. You're going to throw most of this out, but that's ok. You could write:

  • Get a PhD is American History

  • Run for office

  • Join a government agency

  • Start a software company

  • Be a baker

  • Hedge fund - work at or start

  • Start a nonprofit

Obviously this list will be informed by what you know and what you want. Some of it will be impractical. That's ok.

The final list is made up of people you know and with whom you'd actually work. Sometimes this list is long and sometimes it is short. There's no right answer here.

Once you have these lists, you start cross referencing them to see what mix of qualities, roles and people seem like the best trade.

There's no science here. You could decide that salary is the most important criteria of all and use that as the single lens. Usually, the balance is more nuanced. What helped me most was forcing myself to list all the options, interests, and criteria. I'd never done that and it required me to think more deeply about what I did and did not want.

This process took me some time, and I ended up choosing a set of what I enjoyed in a way that capitalized some unfair advantages I'd built in my career. I had come to an answer, but I was still too scared to try it. At that point, another friend, Omri Dahan, gave me the final piece I needed. He pointed out that I was still trying to optimize for long term perfection, and suggested that I should, instead, take a risk for six months. I hadn’t internalized the idea that very few career decisions are permanent. I thought I was choosing the job I’d have for the rest of my life, but I wasn’t. I was choosing the next thing to learn about and try. I was fortunate to be able to run that experiment. Eight months later, it's become clear to me that I made the right choice from the perspective of how much I've been able to learn and build. Perhaps more important to me, the problem set keeps getting more complex and interesting. Still, though, I know this is just another experiment that I’ll run it until it no longer makes sense.


[1] I'll note that "what to do" and "job" here aren't necessarily the right terms. I'm using them as stand ins for the the thing you do that isn't family/personal life. Some people will go through this exercise and decide that there's nothing for them outside of personal/family life. I'm happy for them, but my wiring needs to have a balance of family and work.

[2] By writing from personal experience, I know that this process won't work for everyone and every situation. But if you find it useful, great!

Pots of Gold

Here’s a painful contradiction at the heart of spending time on startups: all the good stuff you can create is in the future, but all the patterns you look at to learn what to do are in the past. This makes your brain do funny things. On the one hand, you see how huge things can get, on the other hand, it’s easy to think “well, crap, all the huge things already happened and I wasn’t a part of them.” So you start a new thing, and it is tiny compared to the huge thing. That can start a recursive loop of pessimism. My bet is that this kills a lot of interesting new things before they can ever get going.[1]

And ok it gets worse. Maybe you had a chance to join/invest in that small thing that’s now huge.[2] You look at your non-existent alternate reality success and that hurts. Maybe you had many of these opportunities. [3] So now you feel stupid on top of discouraged!

I know I’ve fallen prey to this mindset. It’s the source of most of my worst decisions as an investor. I’ve spent a lot of time wrestling with feelings of anger and stupidity about things I didn’t invest in which other people did.[4] It’s a rough place to be, but I’ve increasingly come to rely on a different way of thinking about opportunity and success that’s been hugely helpful.

For lack of a better and more unique term, I’ve been thinking of this mindset as “pots of gold.” You could also maybe call it unbridled optimism, but it isn’t quite. The core of it, silly as this may sound, is to think about three things:

  1. The origin story of the big things around you

  2. Remember that the future is bigger than the past

  3. Have confidence that either you or the smart people you know can build something significantly bigger than seems reasonable[5]

If you can hold this in your head and actually believe it, you get set free from all kinds of things. All of a sudden, the stuff you missed isn’t bad, it’s validation to take more risk in the future. Even better, each miss gives you something to learn, input to iterate your model of the world. This frame of the world says that there’s always more opportunity in the future than the past, so trying to build new things has a higher expected value than you probably realize.

This is hard to do. Thinking about the world this way means that you have to objectively understand why you were wrong in the past. Most of us don’t want to do that because it is painful. It also requires a significant amount of imagination, which is tiring for most people older than ten. You’ll also need a near endless reserve of patience since compounding growth takes a long time to manifest a significant outcome.[6]

But even though - or especially because - this is hard, it is much more fun than feeling sad about what you didn’t do. Go do something other than staring at what other people did and brag about on the internet. Take a risk, learn about something new, invest in it, start something. Find another pot of gold.


[1] For sure a corollary to the Innovator’s Dilemma, but happening inside the brains of founders.

[2] I wrote about this dynamic here:

[3] A number of coins and tokens and NFTs means this applies to just about everyone.

[4] To be sure, I also got this right a few times, which is also kinda maybe the point here.

[5] I recently joked to a friend that I have total confidence in my friends and optimism for the things they do, and absolutely no confidence in myself and the things I want to build. He said he had the same mindset, which made us realize we should probably have some more confidence in ourselves.

[6] Zoom in on the early parts of even the most aggressive "hockey stick" and the growth and scale will look positively boring.

Thanks to Zach Sims, Adora Cheung, and Harj Taggar for the conversations that helped me figure out how to express this idea.

Pro rata is a bad term

For a long time, I was a strong believer in investor pro ratas. As a founder, I understood the trade and was comfortable with it. As a partner at YC, I thought it made enough sense that I helped design an entire programmatic pro rata system that covered every investment YC made. I reasoned that the usual mechanic of a pro rata let an investor continue to buy ownership as a reward for an early bet and continued help, and that founders could always use extra money.

I was wrong. Pro rata is actually a bad term for founders dressed up as a “business model” or “support” feature. I learned this the hard way, through many uncomfortable conversations with founders where I insisted on getting pro rata in tight rounds where the founder wanted to bring in new investors or limit dilution. I learned this through rough conversations with founders who expected a pro rata investment during a difficult fundraise and didn’t get it. I saw the warping influence of pro ratas in the way that founders communicated with investors around fundraising and needs.

This took a long time for me to see because, well, I had conflicted incentives. I spent most of the last ten years as an investor, and investors want pro ratas in term sheets because it is, essentially, an option on a future financing. In and of itself, this is ok. The problem is that the option is:

  1. Free

  2. One sided

  3. Unrelated to value

  4. Ignored constantly

The option is free because an investor does not have to pay more to get a pro rata right - it is generally called “standard” and left at that.[1] It is one sided because I’ve never seen a situation where an investor was forced to do a pro rata against her will, whereas I have seen, and have been a part of essentially forcing founders to take pro ratas that they did not want.[2] Pro ratas are unrelated to value because they do not correspond to the amount of work/value/help that an investor actually provides over time beyond an initial financing. There are investors who are incredibly helpful to founders that earn the trust of founders who are then invited to invest more - or not. There are investors who do a bit here and there and then march up to the table and demand their ownership when a financing rolls around. There are investors who request pro rata, and then, at financing, ask for what they can get. There are founders who say to particularly helpful investors: “Hey - your team is amazing. Do you want to buy ownership in this round?” On top of all this, the term is ignored so often in so many ways that it seems a bit like a strange legal joke.

Maybe the most ridiculous piece of the whole thing is I have yet to meet an investor who has said “We looked at your cap table, we see you have promised pro ratas. Of course we will honor each of those perfectly and adjust our terms to account for your early investors.” This simply doesn’t happen. Each new investor does their darndest to get as much ownership as possible, previous contractual terms be damned.[3][4]

I spent a long time trying to build continued value for founders in order to make the pro rata more of an even exchange. But in the past, I never actually made that trade clear and two sided. The way this should work is as follows:

  1. Investor wins deal to invest money at time A for ownership B.

  2. Investor and founder hit it off. Investor works butt off to help company as requested by founder.

  3. Company raises a new round. Investor is helpful in this.

  4. Founder asks investor - or investor asks founder - to buy more ownership.

  5. Negotiate, decide, move on.[5]

Or, maybe this better:

  1. Investor wants to invest, makes offer. Investor wants pro rata.

  2. Founder says “cool, I like you, if you want pro rata, you’re going to have to sweeten the offer by x.”

  3. Investor agrees to change in price/dilution some other trade and gets pro rata

  4. Pro rata is now a mutually agreed, purchased, more weighty term

  5. Sure, founder could still try to reduce pro rata later since any contract can, technically be broken. However, this would be a valid place for an investor to go to war.[6]

This would align founders and investors in a far better way than a contract. Contracts aren’t worth spit.[7] Relationships are what counts. Working with people who value good work matters. Pro ratas ignore those nuances and are out of step with how startups and venture capital work. There's a way for pro rata to become a good term, but the term will have to evolve to get there.


[1] Crazy! This is valuable term! Investors should have to pay more to get it.

[2] There’s a lot of ways to make this argument. The arguments aren’t morally wrong, they’re in fact the right argument in situations where a founder has signed a contract to do something. But here’s the thing - the contract shouldn’t exist in the first place.

[3] Allowances here are sometimes made for “good friends.” Incidentally, “good friend” is my favorite term in venture. It almost never means actual friend. Real friends rarely talk about how close they are to third party business associates.

[4] When founders do say “hey, we have pro ratas we want to honor,” the response is generally “ok, for sure, go ahead, but the post stays the same.” This is another way of saying “Dear Founder - you take the dilution!” One could argue that this is a fair response, that the founder made the commitment and has to honor it, but it would be nice to see some give and take in the conversation.

[5] This is certainly complicated. This model would imply that there are gradations of help provided by investors to founders, and that a founder who declines more ownership would receive less help over time. Of course, this is true. Some founders in a portfolio do, in fact, get more help than others. I also get that this also applies a fiercely mercantile lens to any interaction between investor and founder. But I’ll also argue that that is, in fact, a primarily mercantile/capitalist relationship. The relationship does sometime morph into an actual friendship at which point there are wildly different and more complicated rules because emotions.

[6] Or court, since that’s how business usually works.

[7] While I do think that contracts have value, I’ve seen enough lawsuits and renegotiations to know that the contract isn’t what keeps people from doing what they promise to do.