Prompt Pilotby Write.law
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Analyze/Featured

Score a VC term sheet and pick your redlines

Scores every economic and control term against what leads actually give, runs the option-pool dilution math in dollars, and hands you the five asks worth spending leverage on.

About 20 minintermediateTransactional

Your prompt4,714 characters

Still to fill in: Term sheet text, Deal and cap table

RoleYou are a startup-side venture lawyer who has papered dozens of priced rounds and watched what those terms did three years later at exit. You separate terms that move money from terms that move control, and you score against what leads actually gave last quarter, not what a treatise calls standard. You refuse to hand a founder twenty redlines when the round turns on three.What I needScore the term sheet below for Founder / company counsel, with the company incorporated and documented as described in Incorporation and document base. Do the real dilution math, then give me the short list of asks worth spending leverage on with Lead investor.InputsTerm sheet: Term sheet text Deal and cap table: Deal and cap table Who I represent: Founder / company counsel Lead investor: Lead investor Incorporation and document base: Incorporation and document baseHow to work this1. Do the pool-shuffle math first. If the pool is created pre-money, compute post-close founder ownership both ways and state the dollar swing at the stated pre-money. Show the arithmetic. 2. Sort every term into economics or control. Each term lives in exactly one column. 3. Score each term market, aggressive, or off-market, with a one-sentence reason tied to this stage and this check size, not to a general principle. 4. Name deviations from the reference points as deviations: 1x non-participating preference, broad-based weighted-average anti-dilution, one investor board seat at Series A, 30-day no-shop. 5. Read the protective provisions as a veto list. State what the lead can block (a follow-on round, a sale, a debt facility, an option grant) and at what vote threshold. 6. Give five asks in priority order plus a separate list of terms to concede without a fight. If a sixth ask costs more goodwill than it returns, drop it and say why. 7. Flag what the sheet leaves to the definitive documents: redemption, pay-to-play mechanics, drag thresholds, indemnification. Silence there is not a win.Ask me firstBefore you score anything, ask me these questions, then stop and wait: 1. How much runway does the company have at signing, and is there a competing term sheet? Runway and competition decide which fights are winnable; the merits do not. 2. Is the option pool sized against a real 18-month hiring plan? Give me the plan and the pool number is negotiable; without it, the lead's number stands. 3. What SAFEs or convertible notes convert at this close, and do any carry an MFN, a cap below this pre-money, or a discount that stacks on the cap? Do not score the sheet until I answer. If I tell you to proceed anyway, state each assumption at the top of your output and mark it [ASSUMPTION - verify].Output formatOne-sentence headline: is this a market sheet for this stage, and what is the single worst term. Then the pool-shuffle math with real numbers. Then two scorecard tables (economics and control) with columns Term | Sheet says | Score | Why it matters here | Redline ask. Then Top 5 asks in priority order, Concede without a fight, a close read of the no-shop paragraph (length, scope, break fee), and five sentences the founder can say to the lead this week. End with one line naming the two of my answers that most changed this scorecard, and what you would have scored without them. If an answer changed nothing, say so. It means I should not have been asked.Never do this- If your scorecard would read the same for any Series A at any valuation, it is too generic. Score against this pre-money, this pool, and this cap table. - No hedging filler. Cut "arguably," "market varies," and "it depends." Do not tell me to consult counsel or a tax advisor. I am the counsel. - Every market statistic, survey percentile, or model-document position you cite must come from my inputs or be marked [UNVERIFIED - check against current data]. Never invent a figure or a quotation from the sheet. - Where you do not know how a term interacts with the converting SAFEs or the existing charter, say you do not know. Do not smooth over the gap with fluent prose. - Do not pad. If eleven of fourteen terms are market, say so in one line and spend the space on the three that are not. Length is not value.Before you answer- Did I show the pool-shuffle arithmetic, or only assert that the pool is aggressive? - Is every term scored, with none left unlabeled? - Did I give five asks rather than twenty-five, and say what to concede? - Would this scorecard be useless to a founder holding a different sheet? It should be. - Is any market figure stated as fact without a source in my inputs?

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

2

Pressure-test it

Makes the AI switch hats and attack its own answer.

If an ask is genuinely market, the lead gives it up without a call, which is why the asks worth making are the ones that cost their side something. Score the asks back as the lead investor across the table. For each of my five asks, write the pushback in their voice and rate whether my position survives it. Then tell me which two they concede inside 24 hours, which one triggers a real conversation with their partnership, and which one makes them think this founder is badly advised. Rewrite that last ask so it lands as informed.
3

Go deeper

Pushes the work further once the basics are right.

Somebody has to explain this round to the people who funded the last one. Write the one-page memo the founders send their existing board and major seed holders before signing: what the round does to the cap table, which terms moved since the seed, what we asked for and did not get, and the two decisions the board has to ratify. Plain numbers, no adjectives.

Before you run it

What to gather first

  • The full term sheet, including the option-pool and no-shop paragraphs
  • Current cap table: founder ownership, unallocated pool, converting notes or SAFEs
  • Runway at signing and whether a competing sheet is on the table
  • Whether the co-founders are on identical vesting terms
  • The lead's prior deals and how they behaved in the last down round

Watch for

  • The pool-shuffle calculation is the single most-missed dilution lever, and the model can only run it on the numbers you paste. A stale or partial cap table produces confident, wrong math.
  • Converting SAFEs and notes with caps, discounts, or MFN clauses change post-close ownership materially and are frequently omitted from the term sheet itself. Reconcile against the actual instruments.
  • "Market" figures shift quarter to quarter and by stage, sector, and geography. Treat any percentile or survey reference as unverified until you check it against current data.
  • Drag-along enforceability, fiduciary limits on protective provisions, and minority-stockholder protections turn on the state of incorporation. Delaware answers do not port everywhere.
  • A term sheet is mostly non-binding, but exclusivity, confidentiality, and expense reimbursement usually are. Read those paragraphs as if they were the contract, because they are.

What comes back

A one-sentence headline on whether the sheet is market and what the worst term is; the pool-shuffle math in dollars; economics and control scorecards (Term | Sheet says | Score | Why it matters here | Redline ask); the top five asks in priority order; a concede-without-a-fight list; a close read of the no-shop; and five founder-ready talking points.

See an example of what you’ll get
*(After you answer the three questions, say, seven months of runway, one soft competing sheet, hiring plan supports 9% not 15%, and $4M of SAFEs at a $25M cap.)* Headline. Market for a Series A at $80M pre except in two places, and the pool is the expensive one: as written it costs the founders roughly $3.8M of value before anyone argues about the preference. Pool-shuffle math. Sheet says "15% post-close pool, created pre-money." Run it on your own numbers: $20M at $80M pre, so $100M post. The lead takes 20 of the 100 post-close points, leaving 80 for everyone already here. Your 12% unallocated pool carries forward as 12% × 80% = 9.6 points, so a 15% pool means creating 5.4 new points, and pre-money funding puts all 5.4 on the people already here, dropping them from 70.4 points to 65.0. Founders are 62 of the 88 pre-round non-pool points, so: - Sheet as written: 62 ÷ 88 × 65.0% = 45.8% - No new pool (the 9.6 points already carried exceed the 9% your plan supports): 62 ÷ 88 × 70.4% = 49.6% - 15% pool, the 5.4 new points created post-money so the lead funds its share; the lead's 20 points dilute to 18.8 and that 1.2 moves to everyone else: 62 ÷ 88 × 66.2% = 46.6% The pool *size* is where the money is: 3.8 points at the $100M post ≈ $3.8M. Pre-money versus post-money funding of the expansion is worth 0.8 points ≈ $0.8M. Your hiring plan supports 9%, not 15%. Spend the leverage on the number, not the label. (All three lines run on the cap table in your summary before the $4M of SAFEs converts; conversion scales every line down together.) Economics | Term | Sheet says | Score | Why it matters here | Redline ask | |---|---|---|---|---| | Pre-money | $80M | Market | Consistent with comparable A rounds at this ARR | none | | Option pool | 15% post-close, pre-money | Off-market | Unsupported by the plan and pre-money funded | 10% post-close pool; the 9.6 points already unallocated nearly cover it, so no pre-money carve-out | | Liquidation preference | 1x participating, 3x cap | Aggressive | At a $200M exit the lead takes $56M participating ($20M + 20% of the remaining $180M) against $40M on conversion; participation costs common ≈ $16M | Strike participation; 1x non-participating | | Anti-dilution | Broad-based weighted average | Market | n/a | none | | Dividends | 8% non-cumulative when declared | Market | Non-cumulative means it almost never pays | none | Control | Term | Sheet says | Score | Why it matters here | Redline ask | |---|---|---|---|---| | Board | 2 investor / 2 founder / 1 mutual independent | Market | Independent is the real seat; get a name early | none | | Protective provisions | Class vote on issuance, sale, charter, debt > $5M | Market | Lead can block a bridge and a sale | Add 30-day deemed-consent on debt | | Founder vesting | Full 4-year re-vest from closing | Off-market | Erases 18 months already worked | Credit 18 months; cliff vests at close | | No-shop | 60 days, $250K break fee | Aggressive | 30 days is the norm; the fee is unusual at this size | 30 days; strike the fee | Top 5 asks. (1) Pool to 10% post-close with no pre-money carve-out. (2) Strike participation. (3) Credit 18 months of founder vesting. (4) No-shop to 30 days, no break fee. (5) Confidentiality obligation on the board observer. Concede without a fight. Broad-based weighted average, non-cumulative dividend, standard ROFR/co-sale, majority-of-each drag. Assumptions. I assumed the SAFEs convert at the $25M cap into this round's preferred rather than a shadow series [verify - the sheet is silent, and the definitive docs will decide it]. I assumed Delaware [safe - stated in your summary]. What your answers changed. The hiring plan supporting 9% is what moved the pool from a redline worth having to the first ask on the list. If the plan had justified 15%, the pre-money framing would still be worth an ask, but behind the participating preference. Seven months of runway against one soft competing sheet is why the no-shop lands at #4 instead of #1: you cannot absorb 60 days of exclusivity, and you also cannot credibly threaten to walk. The SAFE answer changed nothing. The $25M cap was already in your summary, and I would have scored that term identically without it.
Why this prompt is built the way it is
## Framework 1. **Pool shuffle first.** A pool created pre-money is founder dilution wearing a company hat. Compute ownership both ways and state the dollar swing before scoring anything else. 2. **Two columns.** Every term is either economics (price, preference, anti-dilution, pool, dividends, pay-to-play) or control (board, protective provisions, drag, ROFR/co-sale, information rights, vesting). 3. **Score against stage, not against a treatise.** Market / aggressive / off-market, with a reason tied to this check size and this valuation. 4. **Known reference points.** 1x non-participating preference; broad-based weighted-average anti-dilution; one investor board seat at Series A; 30-day no-shop. Deviations get named as deviations, not smoothed over. 5. **Protective provisions are a veto list.** Say what the lead can block and at what threshold: a follow-on round, a sale, a debt facility, an option grant. 6. **Five asks, not twenty-five.** Priority order, plus a separate list of terms to concede without a fight. 7. **Read the silence.** Redemption, pay-to-play mechanics, drag thresholds, and indemnification usually land in the definitive documents. A quiet term sheet is not a clean one.