Jan. 17, 2023

Deep Dive: VC Term Sheets with Siddharth Mody

Deep Dive: VC Term Sheets with Siddharth Mody

Understanding VC is a deep dive on how venture capitalists work. In this episode, I have an insightful conversation with Siddharth Mody, a senior partner at Desai and Diwanji, a law firm based in Mumbai, India. This episode dives deep into understanding and breaking down multiple elements of a term sheet.
We talk about what is a term sheet, why it is needed, and why it is referred to as a commercial document rather than a legal document. We then explore the technical terms associated with a term sheet such as exclusivity rights, voting rights, governing laws, information rights, liquid preference, anti-dilution, break-free, full ratchet anti-dilution, and non-standard protective rights. In the later part of the episode, we talk about different ways in which a founder and promoter should approach a term sheet in terms of negotiation and red flags in the process.


In this episode you will learn:

  • What is a term sheet and why does it exist?
  • What are the key sections of a term sheet? 
  • Why is the term sheet less like a legal document and more like a commercial document?
  • Do you need a lawyer to negotiate the term sheets that VCs offer startups when they’re raising a fund?
  • What are exclusivity rights, voting rights, governing laws, and information rights in a term sheet?
  • What do the terms liquidation preference, anti-dilution, break-free, and preemptive mean?
  • Can VCs back out of a term sheet?
  • What should be the mindset of a founder while negotiating a term sheet?
  • How should a promoter conduct negotiation if he receives multiple term sheets?
  • What are some of the red flags that a founder should look out for in this process?
  • Why is full ratchet anti-dilution a red flag?
  • What are non-standard protective rights?

About
Siddharth Mody is a Senior Partner at Desai and Diwanji. With 18 years of rich experience advising on transactions, general corporate law, and disputes, and regularly commended for his pragmatism and responsiveness, Siddharth has served both large and mid-sized funds as well as early-stage and emerging companies in the tech sector and conventional sectors.

Siddharth Mody Profile Photo

Siddharth Mody

Senior Partner at Desai & Diwanji

Siddharth Mody is a Senior Partner at Desai and Diwanji. With 18 years of rich experience advising on transactions, general corporate law, and disputes, and regularly commended for his pragmatism and responsiveness, Siddharth has served both large and mid-sized funds as well as early-stage and emerging companies in the tech sector and conventional sectors.