Term Sheets & Negotiation
Understand and negotiate investment terms, valuations, and deal structures
Who it's for
Written for B2 (upper-intermediate) students who can discuss most topics and now need precision and range.
English for founders: pitches, investors, demos and startup vocabulary. More Startup English lesson plans
Skills it practises
- Speaking: discussion questionsevery lesson
- Vocabulary: a target word listevery lesson
- Reading: a text or news storyevery lesson
- Controlled practice: gap-fills, matching, sorting and moreevery lesson
- Role-play: a dialogue to act outevery lesson
- An answer framework to structure what they say1 of 8 lessons
Lessons
- Term Sheet BasicsGoal: walk through a term sheet and explain valuation, liquidation preference, board and vesting in plain English — with the arithmetic right — before you ever sign one.1 hr 20 minFree
- Valuation LanguageGoal: state your raise unambiguously — pre-money, post-money, exact dilution — and run the valuation arithmetic out loud under questioning.1 hr 14 minOutline
- Equity and DilutionGoal: explain dilution to a co-founder with real numbers across three rounds — same shares, smaller percentage — and argue the capital-efficiency trade-off.1 hr 14 minOutline
- Investor RightsGoal: explain board seats, protective provisions and information rights in plain English — and counter one aggressive right with market-standard reasoning.1 hr 7 minOutline
- Negotiation PhrasesGoal: disagree with a term-sheet term in one diplomatic turn — acknowledge the investor's concern, anchor with comparable data, propose an alternative.1 hr 14 minOutline
- Counter-OffersGoal: deliver a structured counter-offer — two priorities, reasoning for each, a visible concession, and a stated walk-away point — without losing the deal or your nerve.1 hr 7 minOutline
- Due Diligence CommunicationGoal: handle a due-diligence call — organised answers, realistic timelines, and problems disclosed with their corrective actions before investors find them.1 hr 7 minOutline
- Closing the RoundGoal: run the closing communications of a funding round — checklist kickoff, signature tracking, closing-conditions updates, and the announcement that sets the tone.1 hr 14 minOutline
How to use it in a lesson
- Lessons run 67 to 80 minutes, with a timing on every stage, so you can see before you start what fits your slot.
- Start with "Term Sheet Basics": its whole plan is on this site, stage by stage, with the target vocabulary, free to read and to teach from on any video call.
- For a shorter slot, skip a practice stage or cut the discussion short: the stages are a guide, not a script.
Teach Term Sheets & Negotiation with your student
Lesson 1 of this course is free. A free account opens it in the interactive player, and the rest of the course is included with Starter. Teaching it live with your student in the Tuton classroom starts with a 7-day free trial.
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