An Analysis of the YC "Open Sourced" Documents In Layman's Terms | Hacker News Reader

An Analysis of the YC "Open Sourced" Documents In Layman's Terms

sachinagarwal.com

69 pointssachinag9 comments

Nice analysis, especially the highlighting of the effective veto power over acquisitions in the protective provisions.

To nitpick, I think Agarwal's wording about the liquidation preference gives the impression the term sheet implements what's called 'fully participating' preference, where even after collecting the preference amount, they also share in the remaining money.

IANAL, but I think the wording actually implies a 'non-participating' preference: series AA can take the preference amount, or convert to common and share pro-ratably with commons, but not both.

To picture the difference: take Agarwal's example of selling 10% for $10K. But then imagine the company is sold for only $110K. With fully-participating preferred, I believe the investor gets their $10K liquidation preference, then also 10% of the remaining money, for a total of $20K. With non-participating, they could take the $10K liquidation preference, but then they would share none of the rest with the common. Instead they will choose to convert to common and get 10% of the total, $11K. (Someone please correct me if I'm wrong.)

Well, Agarwal says the remaining is split on an "as converted" basis which implies non-participating preferred. So it seems right to me!

Definitely should be clarified in the article, though. I had no clue what as converted meant despite some casual research into common terms. I doubt people totally new to term sheets would have a clue about participation based on what's there now.

Ah, dammit. You're right. It is non-participating convertible preferred, as specified by 2(c) of the ARAI. (It's been a really long time since I've seen regular convertible preferred.)

I've fixed that section. (If I were still in banking, I'd call it a "clarification.")

You get mad karma points.

Good simple primer to those just starting out.

If you're getting into the nitty gritty, I suggest checking out the great folks at Venture Hacks, Get Venture, and Startup Company Lawyer. I know that the Venture Hacks guys hang out here from time to time.

I'll put up a post on http://www.startupcompanylawyer.com about these docs at some point in the near future.

We need a startup that simplifies the funding process and turns these documents into a single sheet with no more than 4 paragraph. Seriously this 10 page contracts have to go.

Indeed, that would be great. But just the act of simplifying the docs to a standard set of usable (because they're balanced) documents is a major step forward.

Kudos to the YC team for another innovation that is sorely needed. This should have a great impact well beyond the startups that they fund themselves.

That would be very, very nice.

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