| name | equity-term-sheet |
| title | Equity Financing Term Sheet |
| description | Drafts a U.S. equity financing term sheet for preferred stock rounds (Series A/B/C), structured as a non-binding framework with binding confidentiality, exclusivity, expenses, and governing-law carveouts. Covers economic terms, governance, investor rights, protective provisions, and closing conditions. Produces a document suitable for VC or PE investor negotiations. Use when drafting term sheets, structuring equity financings, negotiating investor rights, or preparing cap table pricing frameworks. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/equity-term-sheet |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
| tags | ["agreement","drafting"] |
Equity Financing Term Sheet
Drafts a non-binding term sheet capturing economic, governance, and investor rights terms for a preferred stock financing, with binding carveouts for confidentiality, exclusivity, expenses, and governing law.
Prerequisites
- Company details — legal name, jurisdiction of incorporation, current cap table (fully diluted), existing charter/bylaws, option plan size
- Round details — series designation, lead investor, total raise, pre-money valuation (or price per share)
- Governance baseline — current board composition, existing investor rights, major contracts or debt covenants
- Deal constraints — closing timeline, regulatory or industry constraints, expense cap expectations
If any prerequisite is missing, pause and ask — do not assume or fill gaps.
Output Structure
Document Header
Include: company legal name and state of incorporation, series designation, date, and lead investor legal name.
Non-Binding / Binding Split
State explicitly at the top of the term sheet which provisions are binding:
| Binding | Non-Binding |
|---|
| Confidentiality | Economic terms |
| Exclusivity / No-shop | Governance terms |
| Expenses | Investor rights |
| Governing law / venue | |
Economic Terms
| Term | Drafting Notes |
|---|
| Amount raised | Dollar amount or range |
| Pre-money valuation | Dollar amount |
| Price per share | Pre-money ÷ fully diluted capitalization pre-financing |
| Security | Series designation + convertible preferred stock |
| Use of proceeds | General corporate purposes, R&D, sales expansion, etc. |
Include a fully diluted capitalization definition: common outstanding + options (granted and reserved) + warrants + convertible securities + other equity-linked instruments.
Preferred Stock Rights
Draft each subsection with the client's chosen terms. Default positions noted below; depart when instructed.
Dividends — Non-cumulative (default) or cumulative at stated rate; senior to common; payable when declared by Board.
