All of life is a negotiation.

– Anonymous

The resources I have gathered below will help you get up to speed quickly for the numerous negotiations you will have to enter as you build your startup. As usual, my goal is to get you started . . . Let me know if you find something you think I should add here.

These documents have been developed from a US perspective. Unless you are already registered as a US company, or plan to do so, you will need to adapt them to meet your specific local needs and legal environment. However, they should prove useful in getting you oriented towards all the issues your documents will need to cover, and that will be the subject of negotiations with your potential investors.

How and Why

  1. Take it, or Leave it: The Only Guide To Negotiation You Will Ever Need – From the good folks at, dating from August 2003. I discovered this while I was in business school. I have had a copy handy ever since. 
  2. Negotiation Techniques – A list of items tagged “negotiation techniques” on the Harvard Law School Program on Negotiation’s website. There are a bunch of free reports. Sign up, and use them to learn as much as you can on your own.
  3. Control The Negotiation Before It Begins – An article  by Deepak Malhotra, from the December 2015 Issue of The Harvard Business Review.
  4. Convertible Debt Mechanics – A collection of posts tagged “convertible debt” on Brad Feld’s blog. Brad is a managing director at Foundry Group, a Denver, CO venture capital firm.
  5. Venture Hacks – Probably the single best source of advice written specifically for startups, from the creators of AngelList.
  6. Tekedia – Anatomy of A Term Sheet – Series Compilation – a compilation of posts by me that were published at between July 2013 and August 2014.


  1. Series Seed Financing Documents – An open source initiative started by Ted Wang, a partner at Fenwick & West, in partnership with the folks at Andreessen Horowitz. Read the “about” page first, though this link goes directly to the documents. I used this to teach myself the basics when I had to tackle my first seed stage investment back in 2010. These are equity financing documents. The GitHub repository is here.
  2. Series AA Equity Financing Documents – From Y Combinator and Wilson Sonsini Goodrich & Rosati.
  3. Open Sourced Model Seed Financing Documents – From Techstars and Cooley, LLP. This provides equity or debt financing options. Also, links at the bottom of the page will direct you to additional resources.
  4. NVCA Model Legal Docs – A “template” from the National Venture Capital Association.

Capitalization Table

Excel has been the standard way that startups and their investors have maintained capitalization tables (cap tables). Now you can do that more effectively using software developed specifically for that purpose.

  1. Capography – There’s a freemium plan. I have used this in the past. It’s super convenient. Freemium pricing.
  2. Capshare – Seems similar to Capography. Freemium pricing.

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