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Some terms you should have heard of before walking in a VC office...

Name
Column
Bad Leaver

Without majority in the deciding body(shareholders│board). Founders can be revoked as managing directors against their will.

Cap Table

spreadsheet showing the equity capitalization for a company

Cliff

the amount of time before you are entitled to your equity (options), a typical structure is 4y vesting with a 1y cliff meaning that before 1y you can’t claim any equity, at 1y 25% and from then on it gradually increases over the remaining 3y, used to prevent founders leaving early

Convertible

loan that converts into equity at the next round -- mostly with a discount on the next round and / or with a “cap”, i.e. maximum valuation for the conversion

DCF

Discounted cash flow, basically what is the sum of your businesses future cash flows worth today

Dilution

the degree to which your ownership (%) in the company decreases when new shares are issued in a fundraising event

Drag along

The drag along right is the contractural right to force the others into an exit

Good Leaver

has no voting right in the decision

Post-Money

pre-money valuation plus investment = post-money valuation

Pro rata

right of a VC to invest again in a future round to maintain his stake in the company

SPV

Special purpose vehicle 🏎  - subsidary to decrease financial risk

Tag Along

right to co-sell if another shareholder sells their shares

Termsheet

a bullet-point document outlining the material terms and conditions of a potential business agreement

Vesting

the 4 years mentioned in the “Cliff” section, over which you as a founder gradually get more equity

VSOP

Virtual Stock Option Program

© Chair for Strategy and Organization, Technical University of Munich

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