# Compare startup investor term sheets and what I'm giving up

A side-by-side comparison of equity term sheets in plain English, showing dilution, control, and downside economics.

- Topic: Finance & Accounting
- Framework: RTF
- Level: Standard
- Tags: Finance, Analyze, Explain & Teach, Fill-in Template
- Source: https://www.thinkwithprompt.com/prompts/compare-startup-investor-term-sheets-and-what-i-m-giving-up

## Prompt

```text
Help me compare equity term sheets from investors.

**Term sheets:** [PASTE key terms from each, or the full text]
**Current cap table summary:** [founders, employees, option pool, prior investors - percentages]
**Amount I need to raise and why:** [AMOUNT and runway goal]
**What matters most to me:** [e.g. "control", "valuation", "investor's help", "speed to close"]
**What I know about each investor:** [reputation, partner, follow-on capacity]

For each term sheet, explain in plain English and compare in a table:
- Pre-money and post-money valuation, and whether the option pool increase is in the pre-money (which dilutes existing holders, not the new investor).
- Founder ownership after the round.
- Liquidation preference (multiple, participating or non-participating) and what I'd receive in a sale at three example exit values: [LOW / MID / HIGH].
- Anti-dilution protection type.
- Board composition and who controls it.
- Protective provisions and veto rights.
- Pro rata, information rights, and any unusual terms (redemption, drag-along, founder vesting reset, exclusivity period).

Then:
1. Rank the term sheets on economics and on control, separately.
2. Flag terms that are off-market or deserve pushback, and suggest a reasonable counter.
3. List questions to ask each investor and their references.

Show the math for the exit scenarios. This is general information, not legal or financial advice: have a startup lawyer review terms before I sign anything.
```

## What to fill in

- PASTE key terms from each, or the full text
- AMOUNT and runway goal
- reputation, partner, follow-on capacity
- LOW / MID / HIGH

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