The Fund Equation - Ken Cheney - kostenlos E-Book

The Fund Equation E-Book

Ken Cheney

0,0
0,00 €

-100%
Sammeln Sie Punkte in unserem Gutscheinprogramm und kaufen Sie E-Books und Hörbücher mit bis zu 100% Rabatt.

Mehr erfahren.
Beschreibung

Unlock the Venture Capital Machine and Take Control of Your Company’s Future


Founders often approach venture capital believing it is only about raising money. In reality, every decision a venture capitalist makes is shaped by the hidden mechanics of their fund: how it was raised, when it must return capital, what promises were made to limited partners, and which incentives drive partners around the boardroom table. Behind every term sheet lies a complex system with rules, economics, and timelines that directly impact your company.


The Fund Equation: How VCs Really Make Decisions (And How to Use That Knowledge) is your practical guide to navigating this system with confidence. Written by Ken Cheney and Robert Gibson, co-founders of Expound Consulting, the book pulls back the curtain on how venture funds actually operate and translates that knowledge into clear, actionable strategies for entrepreneurs at every stage.


You will learn how to


- Decode venture incentives so you can anticipate investor behavior before it affects your business.


- Time your fundraising with VC deployment and fundraising cycles to secure better terms.


- Negotiate smarter by understanding liquidation preferences, option pool math, down rounds, and control rights.


- Build stronger board and investor relationships with updates that create trust and credibility.


- Protect founder control while still aligning with investor goals.


- Master valuation dynamics and avoid the traps that lead to painful down rounds.


- Plan your exit strategy early so you never get forced into a deal that is not right for you.


The book goes beyond theory. It includes real-world case studies, step-by-step frameworks, and practical tools such as:


- Communication templates to keep your investors engaged.


- Checklists to run more effective board meetings and diligence processes.


- Valuation and waterfall models to understand the economics that drive outcomes.


- Scenario guides for funding events, secondary sales, recapitalizations, and exits.


Whether you are raising your first institutional round or scaling toward IPO, The Fund Equation shows you how to manage venture capital as a product with features: timelines, economics, and governance structures. By mastering those features, you gain more than capital. You gain informed control over the future of your company.


Why This Book Matters Now


The venture landscape has shifted. Capital is concentrated in fewer funds. Exits take longer. Down rounds and bridge rounds are more common. Investors are more selective and disciplined. These realities mean that understanding how venture funds really operate is no longer optional for founders. It is essential.


With insights drawn from industry data, academic research, and years of operating and fundraising experience, Cheney and Gibson provide founders with a clear, founder-first perspective. They show that conflicts between entrepreneurs and investors often come from misaligned expectations, not malice—and they give you the tools to align incentives and protect your company’s option value at every stage.


Who Should Read This Book


- Startup founders and executives preparing for funding rounds.


- Growth-stage leaders managing boards, valuations, and exit planning.


- Aspiring entrepreneurs who want to decide if venture capital is right for their company.


- Investors and advisors who want a transparent framework to share with portfolio companies.


The Fund Equation is more than a book. It is a founder’s survival guide for navigating venture capital with clarity and control

Das E-Book können Sie in Legimi-Apps oder einer beliebigen App lesen, die das folgende Format unterstützen:

EPUB
MOBI

Seitenzahl: 279

Veröffentlichungsjahr: 2025

Bewertungen
0,0
0
0
0
0
0
Mehr Informationen
Mehr Informationen
Legimi prüft nicht, ob Rezensionen von Nutzern stammen, die den betreffenden Titel tatsächlich gekauft oder gelesen/gehört haben. Wir entfernen aber gefälschte Rezensionen.



The Fund Equation: How VCs Really Make Decisions (And How to Use That Knowledge)

Initial version by Ken Cheney and Robert Gibson (Founders of Expound Consulting)

Expound Consulting is built to help high-growth B2B technology companies scale smarter and faster. Founded by industry veterans Ken Cheney and Robert Gibson, the firm bridges the gap between bold strategy and day-to-day execution. We partner with leadership teams to refine growth strategies, strengthen operational foundations, and execute go-to-market initiatives with precision. From startups moving beyond Series B to established SaaS firms expanding into new markets, Expound provides the insight, alignment, and tactical firepower needed to turn vision into scalable results.

What sets Expound apart is our hands-on approach. We don’t just advise—we execute alongside our clients. Our work spans strategy, operations, and go-to-market execution, ensuring that ambitious plans translate into measurable growth. With a track record shaped by real-world successes like category creation at Cloudability and scaling revenue engines for fast-growing companies, we bring proven expertise to every engagement. Expound’s mission is simple: empower leaders to accelerate growth without losing speed, clarity, or strategic focus.

This work is made available under the Creative Commons Attribution-ShareAlike 4.0 International License (CC BY-SA 4.0). This means you are free to copy, share, and adapt the material for any purpose, including commercial use, as long as appropriate credit is given to the original authors and Expound Consulting. Any adaptations or derivative works must be distributed under the same license, ensuring that future contributions remain open and accessible to others.

Copyright (c) 2025 [Expound Consulting, Ken Cheney and Robert Gibson]

The Fund Equation: How VCs Really Make Decisions (And How to Use That Knowledge)

This work is licensed under the Creative Commons Attribution-ShareAlike 4.0 International License.

Published by Expound Imprints

ISBN: 979-8-9996977-1-4

To view a copy of this license, visit https://creativecommons.org/licenses/by-sa/4.0/

or see the full text below.

Creative Commons Attribution-ShareAlike 4.0 International (CC BY-SA 4.0)

By exercising the Licensed Rights (defined below), You accept and agree to be bound by the terms and conditions of this Creative Commons Attribution-ShareAlike 4.0 International Public License ("Public License"). To the extent this Public License may be interpreted as a contract, You are granted the Licensed Rights in consideration of Your acceptance of these terms and conditions, and the Licensor grants You such rights in consideration of benefits the Licensor receives from making the Licensed Material available under these terms and conditions.

[...full license text from: https://creativecommons.org/licenses/by-sa/4.0/legalcode ...]

Table of Contents

Introduction

Why this book exists

What has changed since the last cycle

How to use this book

What we mean by founder-first

Introduction: Key Takeaways

Chapter 1 — What Every Founder Should Know About VC Incentives

The LP–GP chain in plain English

Founder translation

Signals of healthy fund–founder fit:

Partnership Perspective: Choosing the Right VC

What’s different right now

How LP pressure shows up on your board

Negotiating with fund incentives in mind

Founder-friendly outcomes that stand up in tougher markets

A word on alignment and integrity

Chapter 1: Key Takeaways

Chapter 2: Understanding the Fund Lifecycle for Better Partnership

Opening Scenario

The Fundraising Phase — When VCs Are Most Flexible

Deployment Pressure (and Why Timing Matters)

The Reserve Game: Securing Follow-On Support

Partnership Perspective: Supporting A VC Fund Raise

Exceptional Founder–VC Partnership – Sutter Hill & Snowflake

Chapter 2: Key Takeaways

Chapter 3: The Economics That Drive Every Decision

Opening Scenario

Understanding Exit Timing Economics

Partnership Perspective

Beyond Profits: Management Fees and the Cost of Running a Fund

Partnership Perspective: Timing of Funds

Exceptional Founder–VC Partnership – Sequoia Capital & WhatsApp

Chapter 3: Key Takeaways

Chapter 4: Inside the Investment Decision

Opening Scenario

The Monday Partner Meeting – Prepare Thoroughly for Success

Give Your Champion the Memo (Be Your Own Advocate)

Proactively Addressing Concerns (The “Objection Ledger”)

Chapter 4: Key Takeaways

Chapter 5 — Understanding Fund Operations

Why this chapter matters

The Fund’s Operating Spine: From Commitments to Cash

Capital Calls: How They Work (and Why You Should Care)

Subscription Lines: Pros, Cons, and Founder Implications

Reporting, Audits, and the Annual Rhythm

Fees, Expenses, and “Typical” Operating Costs (Categories)

Process Templates You Can Borrow

When Ops Friction Becomes a Deal Risk

Founder—Investor Partnership: Operating with Empathy

Chapter 5: Key Takeaways

Chapter 6 — Building Strong Investor Relations

Opening

What Great Updates Look Like

Why Updates Work (and What the Data Suggest)

Portfolio Triage: How VCs Categorize Companies (and Why You Should Lean In)

Board-Grade Updates vs. Investor Letters

Turning Asks into Action

Metrics That Build Credibility

Handling Bad News

Chapter 6: Key Takeaways

Chapter 7: Clear Communication with Investors

Opening scenario

The Three Key Stories to Communicate (Every Time)

The Metrics That Actually Matter

Cadence: The Monthly Five (and Why Quarter-Ends Matter)

Board Packs: What to Include (and What to Cut)

Chapter 7: Key Takeaways

Chapter 8: What Your VC’s Back Office Means for You

Capital Calls: How Funding Flows to You

Reporting Cycles and Deadlines

Compliance and Paperwork

Partnership Perspective: Smooth Closings

Coordinating with Your Investor’s Operations

Chapter 8: Key Takeaways

Chapter 9 — How VCs Value Your Company

The Basics of Startup Valuation and Incentives

Case Studies: The High-Valuation Hangover

Stripe

Instacart

Klarna

Lessons from the Case Studies

409A Valuation Dynamics

How Investors Assess Your Value

Comparables (“Comps”)

Milestone-Based Risk Reduction

Ownership Target and Fund Economics

Competitive Dynamics and FOMO

Structured Terms in Down Markets

Summary

Chapter 9: Key Takeaways

Chapter 10 — Finding the Right Investor Fit

Opening

10.1 Decoding a VC Firm’s DNA

When Fit Is Mutual

Partnership Perspective: Choosing the Right VC

Signals of a Good (or Bad) Fit

Doing Your Diligence on Investors

Examples of Founder–VC Fit

When It’s Not a Fit

Aiming for the Long Term

Chapter 10: Key Takeaways

Chapter 11: Diligence & Closing

Opening

The Post-Term Sheet Diligence Sprint

Partnership Perspective: Navigating the Gauntlet

From Term Sheet to Money in the Bank

Chapter 11: Key Takeaways

Chapter 12: Creating Mutual Value

Opening

Beyond the Money: How Investors Add Value

Engaging Your Investors for Success

Chapter 12: Key Takeaways

Chapter 13 — Planning Your Exit Strategy

Opening Scenario

Why You Should Think About Exits Now (Even if You’re Not Ready)

M&A vs. IPO: Different Journeys, Same Destination?

Timing the Market (and Knowing When It’s Impossible)

Designing Your Exit Playbook

Partnership Perspective: Collaborative Exits

Chapter 13: Key Takeaways

Chapter 14 — The Control Stack: Balancing Power Between Founders and Investors

Opening

Board Composition and Control

Voting Rights and Share Classes

Protective Provisions (Veto Rights)

Founder Vesting and Stock Restrictions

Drag-Along Rights and Exit Control

Information and Oversight Rights

Chapter 14: Key Takeaways

Chapter 15: Corporate & Cross-Border Capital – Strategics, CVCs, and Foreign Investors

Opening Scenario

The Rise of Corporate VC and Strategic Investment

How CVCs Differ from Financial VCs

Common “Strings” Attached to Strategic Investments

Cross-Border Capital Considerations (Regulatory and Geopolitical)

When Strategic Investors Add Tremendous Value

Chapter 15: Key Takeaways

Epilogue: Building the Venture Partnership Future

Appendices

Appendix A: Venture Capital Fund Scenarios

Introduction

Scenario 1: Basic “2 and 20” Fund

Scenario 2: Emerging Manager Fund

Scenario 3: Deal-by-Deal vs. Whole-Fund Carry Models

Scenario 4: Management Fee Step-Down Structure

Scenario 5: Recycling Provisions Explained

Scenario 6: GP Commitment Methods

Scenario 7: Varying Fund Lifespans & Extensions

Scenario 8: Clawback Trigger Example in Practice

Scenario 9: Managing Multiple Fundraising Closes

Scenario 10: Illustrating Hypothetical Fund Outcomes

Scenario 11: Annex Funds vs. Opportunity Funds

Scenario 12: ESG / Impact Focused Fund

Scenario 13: Mid-Fund Secondary LP Interest Sale

Scenario 14: Parallel Funds & Special Purpose Vehicles (SPVs)

Scenario 15: Multiple Funds Over Time (Franchise Building)

Appendix B: Portfolio Investment Scenarios

Introduction

Scenario 1: Self Funded / Bootstrapped Startup

Scenario 2: Early SAFE or Convertible Note (Pre-Seed / Angel Round)

Scenario 3: Friends & Family Round (Equity or Convertible Note)

Scenario 4: Seed Round (Priced Equity)

Scenario 5: Bridge Round (Convertible Note between Priced Rounds)

Scenario 6: Series A Round (Up Round with Bridge Conversion)

Scenario 7: Down Round (Illustrative Series B)

Scenario 8: Recapitalization / Restructuring (“Recap”)

Scenario 9: Founder Secondary Sale in Growth Round

Scenario 10: Venture Debt Layer

Scenario 11: Equity Crowdfunding (Reg CF, Reg A+)

Scenario 12: Employee Liquidity Program / Tender Offer

Scenario 13: Acquisition / M&A Exit

Scenario 14: Initial Public Offering (IPO) Exit

Scenario 15: Acqui-Hire (Talent Acquisition)

Scenario 16: Secondary SPV for Late-Stage Liquidity

Scenario 17: Pivot Accompanied by an Extension Round

Scenario 18: Liquidation / Shutdown Scenario

Appendix C: Metrics for Venture Capital Firm Performance Analysis

Introduction: Understanding Fund Level Performance

A. Key Fund Performance & Valuation Metrics

B. Fund Operational & Efficiency Metrics

C. Portfolio Construction & Risk Metrics

D. Fundraising & Firm Metrics

Practical Guidance on Using Fund Metrics

Appendix D: Metrics for Portfolio Company Analysis

Introduction: Assessing Startup Health and Traction

A. Revenue & Growth Metrics

B. Profitability & Efficiency Metrics

C. Customer Metrics

D. Product & Engagement Metrics

E. Team & Hiring Metrics

Practical Guidance on Using Portfolio Metrics

Appendix E: Glossary of Venture Capital Terms

Appendix F: Communication Templates

Appendix G: Calculators & Worksheets (How to Do the Math Fast)

G.1 Waterfall – Who Actually Gets Paid

G.2 Dilution by Round – Ownership Planning

G.3 Burn Multiple & Runway

G.4 Price of Round → Implied Multiple

G.5 Marking & Caps (for Complex Preference Stacks)

Appendix H: Templates & Checklists (Drop-in Assets)

References

Introduction

Why this book exists

Raising venture capital can help you build a category-defining company. It can also sometimes box you into someone else’s timeline. Venture money is not just money—it arrives with a fund’s promises to its own investors, a portfolio strategy, and a clock. This book provides founders with practical tools to navigate that reality, allowing you to utilize venture capital without letting it use you. In short, it shows you how to leverage VC funding without losing control of your company’s trajectory.

What has changed since the last cycle

The venture market you are raising in today looks different from the zero-interest-rate policy (ZIRP) era. A few changes matter most for founders:

● Capital is concentrated. Total dollars raised by U.S. VC funds declined again in 2024, yet the average fund size increased, and first-time fund formation plummeted to a decade low. Carta’s 2024 review estimates that the average fund size increased by ~44%, while the number of new first-time funds decreased by 57%. A small set of brand-name firms took a disproportionate share of LP capital (Dowd, 2025).
● Dry powder is real, but patient. U.S. venture capital “dry powder” (committed but undeployed capital) sat above $300 billion in 2024. That capital in 2025 may support great companies, but the pace is slower and more selective than it was in prior years (AlphaSense, 2024).
● Exits are slower; timelines are longer. Companies that went public in 2024 waited a median of 7.5 years from first funding to IPO (initial public offering), about two years longer than the 2022 median (Kupec, 2025). Founders should plan for longer private runs and carefully manage intermediate liquidity.
● Down rounds and bridge rounds are common. Flat or down valuations surged in 2024 and remained elevated into 2025. Nearly half of the seed deals in Q1 2025 were bridge rounds—a record high—which signals a more challenging transition to Series A (Primack, 2025). (A bridge round is an insider-led interim financing meant to “bridge” the startup to its next major round.)
● LPs care more about distributions. The Cambridge Associates U.S. Venture Capital Index returned ~6.2% in 2024—a rebound from the prior two years’ losses, but still modest. Distributions to LPs have been tight, which often cascades into slower and more selective commitments to new funds (Slotsky et al., 2025). In other words, when VC funds don’t deliver strong returns back to their investors, those investors become choosier about backing new VC funds.

You will see these realities referenced throughout the book, but we use progressive disclosure to avoid repetition. For example, we mention dry powder here once, then revisit its implications for your round timing and leverage in Chapter 3 (Process), and how it shapes exits in Chapter 7 (Exits).

How to use this book

● If you are pre-seed to Series A: Start with Chapter 1 to understand the incentives behind the term sheets you’ll soon encounter. Then, jump to Chapter 3 for the exact fundraising process to follow, and Chapter 4 to refine your diligence narratives.
● If you are Series B and beyond, focus on Chapters 5 (Portfolio Management) and 7 (Exits) for follow-on strategy, secondary options, and pacing toward liquidity.
● If you are considering whether VC is right for you at all, read Chapter 2 carefully. It pulls back the curtain on fund mechanics so you can decide if—and where—your company fits in an investor’s portfolio.
● If you are a VC, share relevant chapters with portfolio companies to accelerate their learning curve.

What we mean by founder-first

“Founder-first” in this book means informed control. You likely won’t succeed by ignoring investor incentives; you’ll have a much better chance of success by understanding them, designing processes that align investor goals with your own, and protecting your option value at each step. We combine negotiation checklists, board management tactics, and realistic cap table (ownership table) math to help you maintain leverage while preserving relationships.

Introduction: Key Takeaways

Venture Capital is a Product with Features:

Treat VC funding not as just money, but as a product that comes with binding features: a timeline, a portfolio strategy, and a set of investor expectations you must now manage.

The Fundraising Playbook Has Changed:

The post-ZIRP (zero-interest-rate policy) market is defined by capital concentration, longer exit horizons, and a higher bar for investment. Speed and easy money are out; discipline and strategic alignment are in.

Informed Control is Your Greatest Asset:

Success comes not from ignoring investor incentives, but from understanding them deeply and using that knowledge to align their goals with yours, preserving your control and option value at every stage.

Chapter 1 — What Every Founder Should Know About VC Incentives

The one idea to remember: When you take venture capital, you are accepting a partner that is itself financed by Limited Partners (LPs), governed by a ~10-year fund structure, and measured by distributions and outlier outcomes. Your term sheet is a product of that machine. Learn how the machine works, and your odds may go up.

The LP–GP chain in plain English

● LPs commit capital to a VC fund and expect returns within a defined horizon. When distributions slow, LPs tend to pull back on new commitments or focus on a few managers with the strongest track records. In 2024, a small group of large U.S. firms captured a striking share of new commitments, a dynamic reported across multiple sources (Dowd, 2025).
● General Partners (GPs) run funds with finite lives. A typical fund invests early in its life, then shifts to follow-ons and exits as it ages. As a fund nears the end of its term, pressure to realize outcomes rises. Recent academic work details how fund age influences selection, monitoring, and exit behavior (Zandberg et al., 2024). For instance, investments made earlier in a fund’s life are more likely to achieve successful IPO or M&A exits, owing to greater follow-on capacity and longer runway for growth.
● Your company sits at the end of that chain. The later your investor’s fund is in its cycle, the more likely you will feel urgency around valuation discipline, control rights, and exit timing. Both academic research and industry data indicate that as a VC fund approaches its expiry, VCs become more eager to force an exit or merger—especially for companies not on a credible IPO path (Li et al., 2022). Anticipate this dynamic and negotiate clear board processes around liquidity discussions early (ideally at the time of investment).

Founder translation

In practice, these dynamics translate to concrete questions you should ask any lead investor before you sign a term sheet. By understanding a VC’s fund status and incentives, you can better predict how they’ll behave over your company’s life. Here are four key questions to ask every prospective lead:

“What percentage of your current fund is reserved for follow-ons, and what portion would be earmarked for my company if we hit plan?”

– This reveals how much dry powder they have for supporting you in future rounds.

“Where is your fund in its life, and how do you think about exit timing for companies that may need 7–10 years?”

– An early-cycle fund can be more patient; a later-cycle fund might push for quicker exits or mergers, especially if an IPO looks distant.

“How many boards do you (or the lead partner) sit on currently, and what is your post-investment meeting cadence?”

– This gauges the partner’s bandwidth and how engaged they can be. A heavy board load or sparse meeting rhythm might mean less attention for your company.

“What is your follow-on policy if we hit plan, and if we miss?”

– You need to know upfront whether the investor will aggressively back you in success and how they’ll behave if things don’t go to plan (e.g., insider bridge rounds, support vs. pressure to cut losses).

Signals of healthy fund–founder fit:

● The GP answers clearly about reserves and fund timing, without deflecting.
● You see a credible plan for insider bridges or extensions that preserves founder control in the event the market stalls.
● The board agrees on an explicit protocol for discussing exits well before the first banker outreach (i.e., no sudden pressure to sell).

Partnership Perspective: Choosing the Right VC

Founder’s View: “I realized a VC isn’t just writing a check—they’re joining my company’s journey. I needed an investor who gets my vision and won’t force a pivot for the wrong reasons. In diligence, I started asking investors about their fund timeline and what a win looks like for them. One candidate’s fund was nearing the end of its life and kept pushing scenarios of an early sale. That didn’t sit right. In contrast, another firm talked about building a 10-year category leader—much closer to my ambitions. That’s who I went with.”

VC’s View: “From our side, we look for founders who understand our approach too. I’ve had founders ask pointed questions about our fund’s strategy—and I respect that. It shows they care about fit. We want to invest where we can add real value. If a company needs heavy lifting in an area where we’re experts, that’s fantastic. However, if they truly need assistance scaling sales, and our strength lies in product development, we might not be the ideal partner. The best deals for us are those mutual fits where the founder’s needs and our resources align, and we both trust each other’s intentions.”

What’s different right now

Beyond fund mechanics, the market environment has undergone significant shifts. Here are the most critical current factors shaping venture deals:

Concentration and pacing:

Fewer funds are raising more of the money. Carta’s 2024 data show the average fund size up ~44% and first-time fund formation down 57%, which tightens access for emerging managers and makes founders’ choices more “barbelled”—either brand-name mega-funds or niche specialists (Dowd, 2025).

Plenty of capital, stricter gates:

U.S. dry powder remained above $300B through 2024, yet deployment has been slower than in prior boom years. Your takeaway: you can still raise, but expect deeper diligence, more staged commitments, and firmer investor protections—especially beyond Series A (AlphaSense, 2024).

Longer private timelines:

The median time from first money to IPO hit ~7.5 years for companies that went public in 2024. Many “unicorns” are staying private longer, raising late-stage rounds often with crossover (public-market) or strategic investors. Set expectations with your team, board, and family accordingly—this will often be a long journey (Kupec, 2025).

More bridges and structured terms:

Nearly half of seed deals in Q1 2025 were bridge rounds. Major law firm deal studies also report greater use of investor-protective terms in 2024–2025, including pay-to-play provisions (which require insiders to invest in follow-ons or face penalties) and participating liquidation preferences (which allow investors to double-dip on exit proceeds) in tougher rounds (Primack, 2025). In short, design your operating plan so that a bridge round becomes a tool by design—not a last-resort surprise.

How LP pressure shows up on your board

LP expectations are not abstract; they can directly influence your company’s governance via the incentives and constraints on your VCs. For example, a fund’s Limited Partnership Agreement (LPA) may shape a VC’s support:

● Strategy focus. An LPA can restrict a fund’s geography, sector, or instruments. That can help you if you’re a perfect fit for the fund’s mandate, or block support if a necessary pivot falls outside their scope. A case study on 137 Ventures by Kauffman Fellows shows how strict LPA limits opened the door for new specialty funds while constraining incumbent firms (Fishner-Wolfson, 2012).
● Capital call risk. While LP defaults are rare, if a large LP delays a capital call (when the VC asks LPs to send in committed capital), the VC fund can face short-term liquidity stress, which can ripple into your round’s timing. Have backup plans that keep alternate funding paths open in case a “signed” term sheet suddenly stalls due to investor cash concerns.
● Exit timing. As funds age, pressure to return capital rises. Both academic research and industry data show that later-vintage funds often become more eager to force an exit or merger, particularly for companies not on a credible IPO path (Li et al., 2022). Anticipate this dynamic and negotiate clear board processes around liquidity discussions early (ideally at the time of investment).

Board hygiene checklist: To preempt conflicts, bake fund-awareness into your board governance:

● Schedule a semiannual “fund mechanics” briefing where investor board members share what year their fund is in, its reserve status, and its follow-on policy.

Capture any commitments or constraints discussed in the board minutes for accountability.

● Put exit-discussion protocols in writing early, including how information will be shared, when to involve bankers, and the decision-making process around liquidity events.

Revisit these protocols after each new financing round to ensure alignment.

Negotiating with fund incentives in mind

Create competition and compress time in your fundraising. Running a short, parallel process often encourages investors to reveal their true preferences on valuation, control, and follow-ons. In other words, your best terms typically emerge when two or more funds (with ample reserves) are still early in their investment periods and actively vying to lead your deal.

Stage your story for step-ups. Carta’s data shows seed and Series A valuations recovered in 2024–2025, while later-stage rounds remain very selective (Neville & Dowd, 2025). Focus your milestones to earn a clean step-up between your A and B rounds—that sequence protects your ownership and reduces the chance of needing structured “fixes” later on.

Secure follow-ons in writing. Ask your lead to spell out their intended pro rata commitment in the term sheet, and even consider requesting an internal memo (or investment committee note) confirming what they’ve reserved for you. If you know you’ll need inside support over the next year, get an agreed-upon process and timeline for how those follow-on decisions will be made.

Plan for bridges; do not drift into them. If market timing or dependency risk is high in your situation, negotiate a pre-wired bridge framework as part of closing your current round. Agree on the target metrics that would trigger an insider bridge, a window (deadline) for the decision, and the type of instrument you’ll use. By defining the “what if we need a bridge” plan upfront, you turn a potential surprise into a simple executable option.

Founder-friendly outcomes that stand up in tougher markets

Not everything has to tilt in favor of investors. Even in a cautious market, you can still secure healthy terms that will age well:

● Board composition: Strive for founder/control parity on the board through at least Series B, with at most an equal number of investor directors and ideally one independent member chosen jointly.
● Liquidation preference: Push for a 1× non-participating liquidation preference as the default. Participating prefs or multiples often resurface in stressed markets; only concede those in exchange for meaningfully better valuation or other important protections elsewhere in the term sheet.
● Protect your option pool math: Growth in later rounds has slowed. Do not over-expand the option pool (reserved employee equity) upfront if your near-term hiring will be gradual. Instead, agree on a documented hiring plan tied to specific milestones, and adjust the option pool size as needed based on that plan, rather than making all changes at once.

A word on alignment and integrity

Most founder–investor conflicts often stem from misaligned expectations, rather than malice. Open communication and clear, codified decision-making processes can prevent problems from escalating into crises. And if conflict does start to escalate, use neutral mediators and keep heated debates off the company floor (i.e., out of day-to-day operations) until a final decision is ready to share.

Chapter 1: Key Takeaways

Decode the LP–GP Chain to Predict VC Behavior:

A VC's decisions are driven by their promises to their own investors (LPs). Understanding this chain of command is the key to anticipating their moves on everything from valuation to exit timing.

A Fund's Age Dictates Its Agenda:

An early-cycle fund has time and is hungry for new deals. A late-cycle fund is focused on exits and returning capital. Ask "Where is your fund in its life?" to understand how much patience they really have.

"Dry Powder" Isn't a Blank Check:

A fund's reserve policy for follow-on rounds determines if your current investor will be a source of future capital or just a spectator. Clarify their reserve strategy for your company before you sign the term sheet.

(Chapter 2 will take a deeper look at the VC fund lifecycle—so you can time your raise for maximum leverage.)

Chapter 2: Understanding the Fund Lifecycle for Better Partnership

Opening Scenario

Timing Is Everything: In 2009, Airbnb’s founders were scrambling to keep their startup alive—even selling novelty cereal boxes to raise cash. Around the same time, a venture firm that had initially hesitated came under pressure to make new investments before closing its fund. When Airbnb and the VC finally connected, both sides capitalized on the moment. The VC offered favorable terms (needing a flagship deal to show its own investors), and Airbnb gained a committed partner who understood its urgency. Both founders and investors benefited from understanding each other’s timing constraints—Airbnb secured the funding it desperately needed, and the VC got to back a future unicorn at the perfect point in its fund’s cycle.

The Fundraising Phase — When VCs Are Most Flexible

Venture capital firms periodically raise new funds from their limited partners (LPs). During these fundraising phases, a curious dynamic unfolds: VCs can become more accommodating and founder-friendly than at other times. The reason is simple—while founders are pitching investors, those investors are simultaneously pitching their own investors (the LPs). A VC raising a fund wants to show momentum, which means closing great deals. Your term sheet during this phase reflects the intersection of your needs and your investor’s structural constraints. Understanding both creates better outcomes. In practice, when a VC is fundraising, they are often most flexible with founders:

● Friendlier terms: VCs in fundraising mode may offer higher valuations or lighter terms to win deals that they can tout to their LPs. They need success stories to help close their own fund. For a founder, this can mean a less dilutive round if timed well. It’s not about exploiting a weakness but about mutual opportunity—you need capital, and they need flagship investments. For example, in 2024, the number of new VC funds plummeted, and almost half of all VC capital was allocated to just nine top firms. In such an environment, any VC out raising the next fund is highly motivated to back a winner (Dowd, 2025).
● Faster decisions: When image-conscious VCs are fundraising, they tend to be extra responsive. A partner might push your deal through in a matter of days to announce it at their annual meeting. This speed can benefit founders who run an efficient process with multiple interested parties (a strategy we’ll cover in Chapter 11). By running a tight fundraising process with credible FOMO (fear of missing out), you make it easy for VCs to say “yes” quickly—a win-win scenario.

Deployment Pressure (and Why Timing Matters)

Once a VC firm closes a fund, the clock starts on putting that capital to work. Deployment pressure refers to the need to invest the fund’s money within a specific period to meet return targets and avoid sitting on idle capital. Early in a fund’s lifecycle, VCs are hunting for new deals; as the fund ages, the focus shifts to follow-on investments and exiting existing ones. A venture fund typically has a 10-year life (with possible extensions), so VCs are under pressure to return capital (and profit) to their LPs on roughly that timeline. This doesn’t mean every company must exit in under 10 years, but it does mean VCs start thinking about liquidity by years 5–8 of a fund. The result? There is sometimes an implicit tension between founders who want to continue building and investors who eventually need an exit. Understanding the economics behind this can help you navigate those conversations more productively.

The 10× in 10 Years Benchmark: A common goal you’ll hear from VCs is aiming for “10× in 10 years.” If they invest $10 million, they’d love to get $100 million or more back within a decade. In reality, venture returns are rarely so neat. Some exits occur much faster (e.g., an acquisition after 2 years), while others remain private for 15 years or more. However, fund math tends to push toward bigger, sooner exits whenever possible. One reason is the concept of IRR (Internal Rate of Return), which values time in returns. For instance, a 3× return in 3 years can beat a 5× return in 6 years in IRR terms because the quicker win boosts annualized performance. In short, time is a crucial factor in venture outcomes.

The Reserve Game: Securing Follow-On Support

Venture capital isn’t just about the first check. Great VCs hold money in reserve to support companies in future rounds. Understanding how reserves work is crucial for founders because it determines who will help you in both good times and bad. Reserve allocation is a critical portfolio construction decision that, when done well, supports breakout companies at crucial moments. Here’s the gist: a VC fund usually reserves ~30–50% of its capital for follow-on investments in existing portfolio companies. That means if you raised $5M in a Series A from a $100M fund, that fund might be holding another $5M–8M in reserve earmarked for you (assuming you execute well). This practice has huge implications:

● Support for winners: VCs primarily use reserves to double down on their most promising companies. Think of it as saving bullets for when a company starts to take off. For example, if a fund knows it has “the next Uber or Facebook” in its ranks, it will pour as much money as possible into that company’s subsequent rounds. Even if the valuation is much higher in the next round, it’s usually worth it for the VC to maintain or increase ownership in a potential breakout star. From a founder’s view, this is great news—when you’re crushing it, your existing investors are likely to invest more (often proactively!). Many late-stage “internal rounds” or super-pro-rata investments happen when a company exceeds expectations and the VC wants to maximize their stake.
● Insurance for almost-winners: Reserves are also used to bridge companies that are on the cusp of something big. Perhaps you’re approaching a major product milestone or an upcoming enterprise deal, but you need a bit more time, and the outside market isn’t yet ready to fund you. A supportive VC might use reserves to give you an extra $1M to hit that milestone or to extend your runway for a few months so an acquisition can close. This can be life-saving capital. It’s essentially your investor saying, “We haven’t lost faith—prove us right with just a little more time.” Founders should communicate clearly when a short bridge could unlock a definitive catalyst (for example: “We need three more months to close a big contract, which would let us raise a proper Series B”). Good VCs will often find a way to use reserves in these situations, as long as the company is making steady progress.
● Protection in downturns: In rough markets, reserves can often separate the survivors from the rest. When external funding dries up, a well-run fund will selectively deploy reserves to carry its stronger companies through the drought. This occurred in 2020 and again in late 2022: many VCs conducted insider “extension” rounds to give their portfolio companies more time. As a founder, you can’t count on this (and you should never be complacent expecting your VC to bail you out), but it’s comforting to know that a portion of the fund is set aside to support existing investments. It’s one reason taking venture money from a reputable fund can be safer than, say, relying on dozens of smaller angel investors—the VC has a fiduciary duty and financial incentive to protect viable investments with additional capital if needed.