Skip to main content
Procopio Logo
Startup Fundamentals #3: Negotiating Term Sheets
Startup Fundamentals #3: Negotiating Term Sheets

This information-packed event focuses on terms and term sheets for a seed, angel, convertible debt, Safe (pre-money and post-money) and Series A round, in an interactive, informative session with great take away materials and actionable items.

This is the third workshop in the Access Silicon Valley Startup Fundamental Series for startup founders, startup executives, entrepreneurs, innovators and developers. While advantageous to attend all 3 workshops, this is stand-alone content presented by one of Silicon Valley’s most notable startup attorneys and Procopio Partner and Emerging Growth & Venture Capital practice group leader Roger Rappoport.



A comprehensive 50-page digital workbook with an actionable step-by-step guide will be distributed to all registered event attendees on the day of the event.


In this third workshop of the Startup Fundamentals series, Roger Rappoport, a former entrepreneur and currently a partner and the leader of the Emerging Growth & Venture Capital practice group at Procopio, an AmLaw 200 law firm in Silicon Valley, will conduct an interactive, informative session with great takeaway materials and actionable items, with in depth content on the terms and term sheets for a seed, angel, convertible debt, Safe (pre-money and post-money) and Series A round.

This session will cover:

  • when and from whom to take money;
  • when is an amount raised too much or too little, and the perils of both;
  • the anatomy of a term sheet;
  • understanding the structure of, and the provisions that will most likely be included in, a convertible debt, Safe, angel and venture financing term sheet;
  • how to arrive at a realistic pre-money valuation;
  • the impact of term sheets on existing shareholders;
  • the provisions that will impact control of major and day-to-day decisions at your startup;
  • the most recent trends relating to:
  • liquidation preferences
  • participation rights
  • anti-dilution provisions
  • pay-to-play provisions
  • redemption rights
  • registration rights
  • rights of first refusal
  • drag along right
  • co-sale rights


5:00 PM – 6:00 PM – Dinner and networking
6:00 PM – 6:15 PM – Speaker and sponsor introductions
6:15 PM – 7:30 PM – Startup workshop Part A
7:30 PM – 7:45 PM – Intermission
7:45 PM -8:45: PM – Startup workshop Part B
8:45 PM – 9:00 PM – Q & A

ABOUT THE SPEAKER: Roger has extensive experience in advising startup and well-established startup and emerging growth technology companies. He is the co-author of “Considerations for Angel and VC Funded Startups and Emerging Growth Companies Considering a Loan Under the Paycheck Protection Program,” and Co-author of “Changes in Convertible Instruments for Early Stage Financings.”

Roger is a frequent speaker and panelist on topics and issues related to the development and implementation of a company’s formation and funding strategy. Before attending law school, he was the founder of a technology company.

Roger is very connected with investors in Silicon Valley and beyond and is an active angel investor. As an attorney, he has been involved in hundreds of transactions such as merger and acquisition transactions, private equity and venture capital financing transactions, and complex restructuring transactions.

He is also the founder of Access Silicon Valley, a platform for entrepreneurs, on a global basis, to gain access to Silicon Valley’s best and brightest Venture Capitalists, “been there done that” entrepreneurs, and experts. Take a closer look at the Access Silicon Valley Video Fireside Chat Series hosted by Roger, with representatives of some of the Valley’s most high profile VCs, such as Andreessen Horowitz, Foundation Capital, Floodgate, Venrock, Canaan Partners and more.

Startup Fundamentals #3: Negotiating Term Sheets

Date & Time


Procopio’s Silicon Valley Office

3000 El Camino Real | 5 Palo Alto Square Suite 400
Palo Alto, CA 94306


$0 – $100


Stay up-to-date with the Procopio newsletter.

Sign Up Now


Patrick Ross, Senior Manager of Marketing & Communications
EmailP: 619.906.5740


Suzie Jayyusi, Events Planner
EmailP: 619.525.3818