Investor Term Sheet Review

Investor term sheet review for Irish founders

A term sheet looks like a short summary document. It is not. It is the legal blueprint for your fundraise — and any clause you concede at the term-sheet stage is much harder to negotiate back later. This fixed-fee review reads your investor’s term sheet against current Irish Series Seed and Series A market practice, flags the founder-hostile and out-of-market terms, and gives you the negotiation leverage points before you sign.

What is included

• Solicitor-led review of the term sheet against current Irish Series Seed / Series A market norms.
• Identification of out-of-market or founder-hostile terms with explanation of why they matter.
• Pre-money vs post-money mechanics review and dilution modelling note.
• Anti-dilution, liquidation preference, drag-along and tag-along commentary.
• Red-flag list ranked by negotiation priority — what to push back on first.
• Plain-English notes you can take into the call with the lead investor.

Who this is for

Irish founders who have received a Series Seed or Series A term sheet and want an independent legal read before signing. Also founders evaluating multiple competing term sheets and needing a like-for-like comparison.

Process and turnaround

1. Pay the fixed fee online and receive the intake form by email.
2. Return the form with the term sheet (and any side letter or deck pages) attached.
3. Receive the marked-up term sheet and the priority-ranked red-flag list within three working days.
4. Use one round of follow-up by email to clarify any open questions before your next investor call.

Related services

• SAFE / convertible note review (early-stage instruments)
• Cap table legal health check (run before fundraise)
• Founder shareholders agreement
• Investor due diligence checklist (long-form guide)

Frequently asked questions

What is the difference between pre-money and post-money valuation?

Pre-money valuation is the value of the company before the new investment goes in. Post-money is pre-money plus the new investment amount. The terminology matters because the option pool top-up — almost always a contested point — is treated differently in each. A “pre-money option pool” dilutes existing shareholders only; a “post-money option pool” dilutes the new investor too. The same nominal terms can produce very different cap-table outcomes depending on which convention the term sheet uses.

What is a liquidation preference and which terms are market for Irish Series Seed?

A liquidation preference is the investor’s right to receive their investment back (sometimes a multiple of it) before any other shareholder receives anything on a sale or wind-up. Standard market terms for Irish Series Seed in 2026 are 1x non-participating preferred — the investor recovers their money or converts to ordinary, whichever is greater, but does not double-dip. Anything more aggressive (2x, participating, multiple) is non-market and warrants pushback.

What is anti-dilution and which version is reasonable?

Anti-dilution protects the investor if a future round is done at a lower valuation (a down round). The reasonable form is broad-based weighted-average — adjusts the investor’s effective price modestly. The aggressive form is full-ratchet — adjusts the investor’s price down to match the down-round price entirely, which can be brutal for founders. Full-ratchet is non-market in Irish Series Seed and should be negotiated to weighted-average.

Why does drag-along matter?

Drag-along forces minority shareholders to sell on a transaction approved by a defined majority. Without drag-along, a single dissenting minority shareholder can block a sale. With over-broad drag-along, founders can be forced into sales they do not support. The market position is drag-along triggered by a defined majority of the preferred shareholders plus a meaningful percentage of ordinary holders, which preserves founder optionality without giving any single party a veto.

Should I sign a term sheet that is “non-binding”?

Most term sheets are non-binding except for specific clauses (exclusivity, confidentiality, costs). Treat the non-binding label with care — the commercial terms become very hard to negotiate after signing because both sides reasonably expect the deal to close on the agreed terms. The exclusivity period (typically 30-60 days) and the cost coverage clause (founders often pay the investor’s legal fees up to a cap) should be reviewed especially carefully.

How long do I have to negotiate a term sheet?

In a competitive process with multiple investors interested, founders typically have 7-14 days from the term sheet being issued to push back on terms. In a single-investor process the leverage is more limited. Either way, do not let the investor set an artificial 24-hour deadline — that is a negotiation tactic, not a real constraint, and good investors will respect a request for a few days to take advice.

Do I need separate legal advice from the company’s solicitor?

In most Irish Series Seed rounds the company’s solicitor advises the company. The founders, as individual shareholders selling part of their position, may have separate interests — particularly around drag-along, founder vesting, and any lock-up. Where the founder shareholding is significant, separate founder-side advice is worth the small additional fee.

Need ongoing legal support?

If your situation is more complex than this fixed-fee scope — multiple investors, multiple share classes, contested commercial terms — we can scope a tailored engagement. Email hello@onlinelegalservices.ie with a short summary and we will respond with options.