RaiseCapitalWithout Giving Away the Company.
SAFEs, convertible notes, and priced equity rounds — from first angel check to Series A. Founders should understand every term before the wire hits.
Typical Startup Funding Progression
Friends & Family
Pre-Seed / Angel
Seed Round
Series A
Financing Instruments Compared
SAFE
Simpler & Faster- No interest accrual
- No maturity date pressure
- Valuation cap protection
- Optional discount rate
- Simple 5-page document
- Post-money clarity on dilution
Convertible Note
Traditional Debt- Interest accrual (5-8% annual)
- Maturity date (18-24 months)
- Valuation cap protection
- Discount rate standard
- Note purchase agreement
- Default provisions if maturity hit
Priced Round
Full Equity- Set valuation / price per share
- Investor rights agreement
- Board seat provisions
- Protective provisions
- Full documentation suite
- Liquidation preferences
Red Flags in Term Sheets
Participating Preferred
Investors get their money back AND share in remaining proceeds. Double-dip economics.
Full Ratchet Anti-Dilution
Down rounds crush founders. Weighted average is the market standard.
2x+ Liquidation Preferences
Investors get 2x their money before founders see anything. Unusual and aggressive.
Cumulative Dividends
Dividends that accrue over time, increasing the liquidation stack.
Overly Broad Vetoes
Protective provisions that let investors block routine business decisions.
Early Board Control
Losing founder board control at seed stage. Premature for most situations.
The Compounding Problem
The terms accepted in early rounds compound through every subsequent financing. A founder-unfriendly provision at seed becomes more problematic at Series A, and potentially deal-killing at Series B. Protecting optionality early pays dividends throughout the company's lifecycle.
What Turley Law Handles
SAFE Notes
Y Combinator's Simple Agreement for Future Equity. Post-money vs pre-money mechanics, valuation caps, discounts, and MFN provisions.
Convertible Notes
Debt instruments that convert to equity. Interest terms, maturity dates, conversion triggers, and extension negotiations.
Priced Rounds
Series Seed through Series A. Stock purchase agreements, investor rights, voting agreements, and board governance.
Cap Table Management
Pro forma modeling, dilution analysis, option pool sizing. Clean records that survive due diligence.
Equity Compensation
Stock option plans (ISOs vs NSOs), vesting schedules, 409A valuations, and compensation structures that attract talent.
Term Sheet Negotiation
Economics vs control terms. Market benchmarking. Strategic prioritization of which provisions actually matter.
The Financing Process
Term Sheet Review
Review proposed terms, explain each provision, benchmark against market standards. Full transparency on what's being offered.
Negotiation Strategy
Identify which terms to push back on and which to accept. Strategic prioritization—not every battle is worth fighting.
Documentation
Draft or review definitive documents: SAFEs, notes, SPAs, and all ancillary agreements required for closing.
Closing & Cap Table
Coordinate closing mechanics, wire transfers, and cap table updates to reflect the new ownership structure.
Startup Financing FAQ
Get answers to common questions about our legal services.
SAFEs are simpler and founder-friendly—no interest accrual, no maturity date creating pressure to raise. Convertible notes have interest (typically 5-8%) and maturity dates (usually 18-24 months). Most early-stage rounds now use post-money SAFEs. Some investors (especially angels from traditional finance backgrounds) still prefer notes. The right instrument depends on the specific investor base and company circumstances.
Valuation caps vary significantly by market conditions, geography, traction, and team. Pre-seed caps typically range from $4M-$12M. Seed caps might be $8M-$20M. More important than the cap itself is understanding the dilution math at various exit scenarios and how the cap interacts with any discount provisions.
Yes. Friends and family rounds create real securities law obligations. Improperly documented early rounds can complicate—or kill—future institutional raises. Proper documentation protects founders and investors alike, preventing misunderstandings about ownership and rights.
Rough benchmarks: Friends & Family 5-10%, Seed 15-25%, Series A 20-30%. These vary widely by circumstance. The option pool is often the hidden dilution—investors typically require a pool refresh that comes out of pre-money, diluting founders more than headline numbers suggest.
A full Series A typically includes: Stock Purchase Agreement, Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, Voting Agreement, and amended Certificate of Incorporation. Plus board consents, officer certificates, legal opinions, and various closing deliverables. Significantly more complex than SAFE rounds.
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Get the Terms Right the First Time
Bad terms compound over multiple rounds. Ensure financing documents set the company up for success—not just this round, but every round that follows.