So you've decided raising venture capital is the best fundraising strategy for your startup. Now what? In this second of a 3-part series, a16z Managing Partner Scott Kupor shares actionable fundraising advice based on his experience of seeing thousands of startup pitches and working on all of a16z's investments. In this episode, Scott discusses the following with a16z Deal & Research Partner Frank Chen: - Why is it easiest for venture investors to fund Delaware C Corps? - What should you do if you're planning to start a company but are still employed? - What much money should you raise? - What do you need to be careful of when raising a convertible note? - Is there such a thing as too high a valuation? - Congratulations, you got a term sheet or three. Now what? - How should you think through some of the economic terms of your term sheet? - What about the governance terms? - What are liquidation preferences, and what is the most startup friendly kind of liquidation preferences? - What are other examples of deals "with structure"? - Should you try to get a dual-class voting structure similar to Google and Facebook? - What kind of transfer restrictions should I put on the company's stock? - When should I recruit an independent board member? What should I look for? - What kind of pro-rata rights should you get? How should you think about the way your existing investors will invest in future rounds? - What vesting schedule should you use for founder shares and employee stock options? Want to learn more? Read Scott's book "Secrets of Sand Hill Road: Venture Capital and How to Get It" (https://a16z.com/book/secrets-of-sand-hill-road/). Part 1 of the series, “How to Understand and Choose a Venture Investor” https://youtu.be/VIOhMFw5DXY This video is part 2. Part 3 of the series, "How to Raise Money from a Venture Investor": https://youtu.be/3ICI1u3xfz4 **** The views expressed here are those of the individual AH Capital Management, L.L.C. (“a16z”) personnel quoted and are not the views of a16z or its affiliates. Certain information contained in here has been obtained from third-party sources, including from portfolio companies of funds managed by a16z. While taken from sources believed to be reliable, a16z has not independently verified such information and makes no representations about the enduring accuracy of the information or its appropriateness for a given situation. This content is provided for informational purposes only, and should not be relied upon as legal, business, investment, or tax advice. You should consult your own advisers as to those matters. References to any securities or digital assets are for illustrative purposes only, and do not constitute an investment recommendation or offer to provide investment advisory services. Furthermore, this content is not directed at nor intended for use by any investors or prospective investors, and may not under any circumstances be relied upon when making a decision to invest in any fund managed by a16z. (An offering to invest in an a16z fund will be made only by the private placement memorandum, subscription agreement, and other relevant documentation of any such fund and should be read in their entirety.) Any investments or portfolio companies mentioned, referred to, or described are not representative of all investments in vehicles managed by a16z, and there can be no assurance that the investments will be profitable or that other investments made in the future will have similar characteristics or results. A list of investments made by funds managed by Andreessen Horowitz (excluding investments and certain publicly traded cryptocurrencies/ digital assets for which the issuer has not provided permission for a16z to disclose publicly) is available at https://a16z.com/investments/. Charts and graphs provided within are for informational purposes solely and should not be relied upon when making any investment decision. Past performance is not indicative of future results. The content speaks only as of the date indicated. Any projections, estimates, forecasts, targets, prospects, and/or opinions expressed in these materials are subject to change without notice and may differ or be contrary to opinions expressed by others. Please see https://a16z.com/disclosures for additional important information.