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My reading is that this includes a pre-money option pool (aka the "option pool shuffle": http://venturehacks.com/articles/option-pool-shuffle), which while standard feels dirty.

Any thoughts on this?




We send people that link all the time to help them understand option pools. The main point of that post is to make it clear to founders that when an investor is saying they'll invest $X to get 20%, the dilution is more than 20% because of the impact of the pool.

I think if the pool is not part of the premoney, investors just adjust the valuation to compensate.

Just focus on the final output. Take the term sheet and work with your lawyer to model out how much you own after the round is closed. Is that a good deal or not? If you don't like it, there are multiple ways to increase your post-closing ownership. Moving the option pool into the post-money is one of the hardest ways to accomplish that because you are trying to move the investor up on both valuation and convention.


The last 2 rounds I was involved in moved the option pool into the post-money. In one case, the initial price was initally discussed and negotiated with the expectation of a post-money option pool. In the other, there was a term sheet with a post-money option pool so we asked the other term sheets to be rewritten using a post-money option pool (they changed their prices accordingly).

I'll note that in every case where someone has asked for X pre-money, they have asked for less than X in the post-money. That's why I consider that term to be dirty - it's purely a means of obscuring the real valuation, and has nothing to do with employee ownership.


One thing I do in all my term sheets that might be a useful addition is to include a summary cap table showing the founders how much they own and our fund owns post-funding. That pre-empts any confusion over the impact of an option pool increase on each party.




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