Make Good Deals
There is no single correct deal structure, set of terms or valuation.
Unlike the public stock market, there is no exchange that sets “fair” market prices and standard shareholder terms. Investors and entrepreneurs will naturally disagree over their preferred deal and over how big, risky, fast or successful the company will become. Larger investments with multiple co-investors and syndicate partners start to look more like venture capital (VC) agreements with complicated provisions. For smaller investments, it makes no sense to incur high legal fees on complex structures, so common share structures are often the best choice for smaller deals. Angel investors vary widely over their preferred deal terms. In many cases, these preferences are driven by their local ecosystem’s preferred terms, government incentive programs, or their local Angel group. The anticipated future financing needs of the company may also influence the deal structure (e.g., a future VC round is expected, or it could be follow-on lending). Momentum Angels, who are jumping into a hot deal, typically have no ability to influence the deal terms. They are either in or out of a larger deal that is controlled by others. There are three primary aspects of any deal: • Deal structure [section 4.2 – common shares, preference shares, debt, convertible debt, discount to next round, or Simple Agreement for Future Equity (SAFE agreement)] • Valuation (section 4.3 – how much of the company does your money buy?) • Term sheet conditions (section 4.4 – board seats, anti-dilution, liquidation preference, pay-to-play, tag-along, drag-along, information rights, etc.)
66 A Practical Guide to Angel Investing
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