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Analyze and compare term sheets — valuation, liquidation preferences, anti-dilution, board composition, protective provisions, and option pool dynamics. Use when the user asks about analyzing a term sheet, comparing term sheets, understanding liquidation preferences, modeling exit outcomes, or evaluating board and control provisions.
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基于 SOC 职业分类
Reconciles bank accounts and credit cards monthly — matches every transaction to the ledger, resolves exceptions, tracks uncleared items, and documents the process. Use when the user mentions bank reconciliation, transaction matching, reconciling accounts, GL cash balance not matching the bank, or asks about month-end reconciliation or corporate card reconciliation.
Manages banking relationships — account optimization, fee negotiation, credit facility oversight, treasury yield, and fraud prevention. Use when the user mentions banking setup, bank fees, credit facility, treasury yield, investing excess cash, opening new accounts, or asks about banking architecture, account optimization, or fraud prevention.
Builds and maintains a 13-week rolling cash forecast — models inflows, outflows, scenario analysis, and forecast-vs-actual accuracy tracking. Use when the user mentions cash forecast, 13-week forecast, liquidity projection, cash runway, or asks about modeling cash under different scenarios or when cash runs out.
Monitors daily cash position across all accounts, flags anomalies, tracks burn rate, and produces a daily cash snapshot. Use when the user mentions cash position, daily cash check, burn rate, bank balance, or asks about unusual transactions or cash alerts.
Optimizes working capital — improves DPO, accelerates collections, manages inventory, and negotiates payment terms to maximize cash efficiency. Use when the user mentions working capital, cash conversion cycle, DPO, DSO, or asks about improving payment terms, accelerating collections, or optimizing cash tied up in operations.
Routes CFO and financial operations requests to specialized sub-skills based on user intent matching, task classification, and multi-skill chain assembly. Use when the user mentions startup CFO tasks, financial operations, reporting, fundraising questions, cash management, financial planning, strategic advisory, or asks about running any CFO-related workflow.
| name | term-sheet-analysis |
| description | Analyze and compare term sheets — valuation, liquidation preferences, anti-dilution, board composition, protective provisions, and option pool dynamics. Use when the user asks about analyzing a term sheet, comparing term sheets, understanding liquidation preferences, modeling exit outcomes, or evaluating board and control provisions. |
| version | 2.0.0 |
| author | Crewm8 |
| maintainer | Gokul (github.com/gokulb20) |
| license | MIT |
| homepage | https://crewm8.ai |
| tags | ["cfo","finance","fundraising","term-sheet","negotiation","legal-terms"] |
| related_skills | ["fundraising-financials","cap-table-management","fundraising-process-management","cost-optimization"] |
| inputs_required | ["term-sheets-from-investors-full-document","current-cap-table-from-cap-table-management","exit-scenario-assumptions-for-waterfall-modeling"] |
| deliverables | ["term-sheet-comparison-table-markdown","waterfall-analysis-for-3-5-exit-scenarios","scorecard-recommendation-and-negotiation-priorities"] |
| compatible_agents | ["hermes","claude-code","droid","cursor","windsurf","openclaw","openai","generic"] |
Analyze and compare term sheets from multiple investors. Deconstruct each clause's economic and control impact, model real-world outcomes under different exit scenarios, and support the negotiation. Goal: the CEO understands exactly what they're signing up for.
A term sheet is a binding commitment dressed in non-binding language — once accepted, the economics and control dynamics are locked in for the life of the company. Founders who sign without understanding liquidation preferences, anti-dilution mechanics, or board composition often discover painful surprises at exit. This skill makes every term transparent and models what they actually mean at different exit values.
cap-table-management.| Economic Term | Normal Range | Red Flag |
|---|---|---|
| Liquidation preference | 1x non-participating (standard) | >1x, participating, cumulative dividends |
| Anti-dilution | Weighted average, broad-based | Full ratchet |
| Dividends | None (for startups) | Cumulative > 8% |
| Option pool | 10-20% post-Series A | Pre-money + oversized = hidden price cut |
| Control Term | Normal | Red Flag |
| Board composition | Balanced (2 founders, 2 investors, 1 independent) | Investor majority |
| Protective provisions | Approval for sale, new financing, amend charter | Approval for budget, hiring, contracts over $X |
| Exclusivity / no-shop | 30-45 days | > 60 days |
For each term sheet, extract and standardize all terms into a comparison table.
Model what everyone gets paid at different exit values:
Scenario: $50M exit
| Term Sheet A (1x non-part., 12% ownership) | Term Sheet B (1x part., 15% ownership) | |
|---|---|---|
| Liquidation preference | $12M | $12M |
| Participation (remaining) | — ($50M - $12M) × 12% = $4.56M | $12M + ($50M - $12M) × 15% = $17.7M |
| Total to investor | $4.56M | $17.7M |
| Total to common/founders/employees | $45.44M | $32.3M |
Scenario: $200M exit
| Term Sheet A | Term Sheet B | |
|---|---|---|
| Investor prefers non-part. | Converts to common: 12% × $200M = $24M | Converts to common: 15% × $200M = $30M |
| Common gets | $176M | $170M |
The headline pre-money valuation can be misleading. Calculate the effective pre-money:
Effective pre-money = (Pre-money × Post-money shares existing holders) / Post-money shares total
Adjust for:
Score each term sheet on:
Present a clear recommendation: "Term sheet A is better economically at exits below $80M. Term sheet B is better above $120M. Given our likely exit range of $80-150M, we recommend A."
| Term | What it Means | Normal Range | Red Flag |
|---|---|---|---|
| Valuation (pre-money) | Value of the company before the new investment | Varies by stage | — |
| Amount raised | Total new capital | — | — |
| Liquidation preference | Who gets paid first in an exit | 1x non-participating (standard) | >1x, participating, cumulative dividends |
| Participation | Can the investor "double dip"? | No (non-participating) | Yes = participating preferred |
| Dividends | Accruing payments on preferred stock | None (for startups) | Cumulative > 8% |
| Anti-dilution | Price protection for investors | Weighted average, broad-based | Full ratchet |
| Redemption rights | Can investors force the company to buy back their shares? | None or > 5 years | < 5 years |
| Option pool | Shares reserved for employee grants | 10-20% post-Series A | If the pool is pre-money and oversized — it's a way to lower the effective valuation |
| Term | Normal | Red Flag |
|---|---|---|
| Board composition | Balanced: 2 founders, 2 investors, 1 independent | Investor majority |
| Protective provisions | Standard: approval for sale, new financing, amend charter | Approval for budget, hiring, contracts over $X |
| Drag-along rights | Standard, majority vote | Low threshold (< majority) |
| Founder vesting | Standard 4-year with 1-year cliff, double-trigger acceleration | Immediate acceleration on single trigger, no vesting |
| Information rights | Quarterly financials, annual budget | Weekly or overly granular |
| Right of first refusal / co-sale | Standard | — |
| Pro-rata rights | Standard for lead investor | Also extends to "major investors" broadly |
| Exclusivity / no-shop | 30-45 days | > 60 days |
| Legal fee cap | Company pays investor counsel up to $X | Uncapped |
The skill is complete when:
Can you answer "which term sheet is better for the company at our likely exit range?" from the analysis? Is the effective pre-money (net of option pool and liquidation preference) calculated for each term sheet? Are red flags highlighted with explanations? Are negotiation priorities ranked with rationale? If not, the analysis is incomplete.
User prompt: "Analyze this term sheet." What should happen: Decompose all economic terms (valuation, liquidation preference, participation, dividends, anti-dilution, option pool) and control terms (board composition, protective provisions, drag-along, vesting, no-shop), model the outcome for common shareholders at 3-5 exit scenarios, calculate the effective pre-money valuation, flag any red-flag terms outside market norms, and provide a scorecard with recommended negotiation priorities.
User prompt: "Compare these term sheets." What should happen: Standardize both term sheets into a side-by-side comparison table, model waterfall outcomes at 3-5 exit values for each, score each on economics, control, partner quality, and certainty of close, highlight key differences, and provide a clear recommendation with rationale for which to accept and what to negotiate.
fundraising-financialscap-table-managementfundraising-process-managementcost-optimization