IRS_13Investor Readiness System™ 2–4 weeks (per round)

    Valuation & Term Sheet Engineering

    DCF + VC Method + comps triangulation, and term-sheet engineering — liquidation prefs, anti-dilution, pro-rata, drag/tag, ROFR — where founders win or lose millions.

    Why it matters

    Most founders negotiate valuation. The best founders negotiate terms. A 1× participating pref with 2× cap and full-ratchet anti-dilution destroys more founder value than a 20% lower headline valuation ever could.

    Scope covered

    Valuation triangulation (DCF + VC Method + Comps + Berkus + Scorecard)
    Pre-money / post-money / option-pool-shuffle math
    Liquidation preferences (1× non-participating is the standard)
    Anti-dilution (broad-based weighted average vs full-ratchet)
    Pro-rata, super-pro-rata, ROFR, ROFO
    Drag-along, tag-along, co-sale rights
    Board composition & protective provisions
    Founder vesting & acceleration (single vs double trigger)
    Term-sheet red-line playbook
    How we run it

    Our methodology

    A senior-led delivery sequence — not a template dump. Each phase is operated with your team and external counsel, not handed over as a deck.

    1. 1

      Valuation triangulation

      Week 1

      Triangulate valuation across DCF + VC Method + Comps + Berkus + Scorecard; lock the defensible range.

    2. 2

      Term-sheet redline playbook

      Week 1–2

      Draft the standard vs aggressive vs founder-friendly redline matrix for every clause that matters.

    3. 3

      Liq pref & anti-dilution simulation

      Week 2–3

      Simulate exit waterfalls under different liquidation prefs and down-round impact under WA vs full-ratchet.

    4. 4

      Board composition & protective provisions

      Week 3

      Design the board composition (founder / investor / independent) and the protective-provisions list.

    5. 5

      Live negotiation support

      Week 3–4

      Sit alongside founder + counsel during term-sheet negotiation — clause by clause, trade-off by trade-off.

    Deliverables

    • Valuation triangulation memo
    • Annotated term sheet (red-line playbook)
    • Liquidation preference exit waterfall
    • Anti-dilution & down-round simulator
    • Board & protective-provisions design

    KPIs & Targets

    • Liquidation preference1× non-participating
    • Anti-dilutionBroad-based WA
    • Founder board control through Series BMaintained

    Stakeholders

    Founder/CEOCFOBoardExternal CounselLead Investor

    Timeline

    2–4 weeks (per round)