Pick the term you've been offered for each clause. We'll tell you what it actually means, whether it's founder-friendly, market, or aggressive, and exactly what to push back on — calibrated for Indian priced rounds on CCPS, not US SAFEs.
Who gets paid first, and how much, when the company is sold.
The investor takes either their money back or converts to their pro-rata share of the proceeds — whichever is higher, not both. The standard for a clean priced round.
Negotiate · This is where you want to land. Hold it.
What happens to the investor’s ownership if you raise lower later.
A down round adjusts the investor’s conversion price using a formula that accounts for the size of the new raise against a wide share base. The fair, standard mechanism.
Negotiate · Accept it — broad-based weighted average is market.
Who actually controls the company’s decisions.
The lead investor appoints one director; founders retain the majority. Market for a Series A/B priced round.
Negotiate · Reasonable. Make sure independent seats are filled by mutual consent.
The decisions you can no longer take without investor sign-off.
Investor consent for charter changes, issuing senior shares, M&A, winding up, related-party deals. The conventional list.
Negotiate · Market. Keep the list to genuinely protective, not operational, items.
Whether — and how — you can lose your own equity by leaving.
Standard founder vesting via the SHA, with credit for the years you have already put in and acceleration on certain exits.
Negotiate · Market. Secure credit for time served and double-trigger acceleration.
How big the option pool is — and who bears the dilution for it.
The pool is created before the round, so founders and existing holders bear the dilution. Market, but it is a real cost — see the Valuation Estimator.
Negotiate · Size the pool to an actual 18-month hiring plan, not a round number.
How the investor gets liquidity — and whether it is FEMA-compliant.
Founders use reasonable efforts toward a liquidity event (often a qualified IPO within 5–7 years), with no guaranteed price.
Negotiate · Market. Keep obligations effort-based, not outcome-guaranteed.
Whether you can be forced to sell your shares in a company sale.
Drag triggers above a set ownership threshold, with protections — minimum price, same terms for all, no new founder liabilities.
Negotiate · Market. Anchor the protections: min price, pari passu terms, capped liability.
How long you are barred from talking to other investors.
Standard exclusivity for a priced round with full diligence.
Negotiate · Market. Ensure it lapses automatically if the investor goes quiet.
What you personally stand behind, and for how much.
Liability for breaches is capped at the investment amount and survives for a limited period. The conventional position.
Negotiate · Market. Keep the cap at the investment amount and survival short.
Instruments issued to non-resident investors cannot carry an assured return or a guaranteed exit price under FEMA, and CCPS must be compulsorily convertible. A put at a fixed IRR to a foreign investor is not compliant — the exit has to be at fair market value. Full-ratchet anti-dilution and >1× preferences are rare in Indian primary rounds. If your term sheet has any of these, that is the first conversation to have with counsel.
— Keep a copy —
Your read is Balanced — market at 71/100 founder-friendly. Share your details for the full clause-by-clause read and ranked push-back list.
Need help negotiating? See how Dissent Fundraise works →
This decodes common positions against Indian venture norms. A real term sheet turns on the full SHA / SSA drafting, how the clauses interact, your specific cap table, FEMA and sectoral-cap treatment for non-resident investors, tax structuring, and the leverage on each side of the table — none of which a static tool can read. Treat this as the start of the conversation, not counsel on your facts. Errors or a clause we missed: connect@dissent.one.
Decoding the term sheet is the easy part. The work is negotiating it — trading the terms that matter against the ones that don't, and knowing which the investor will actually move on. We have sat on both sides of this table.
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