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Keep shoppingVenture Capital Term Sheets: Valuation, Vesting & Deals
Role Play
6,346 students
Venture Capital Term Sheets: Valuation, Vesting & Deals
Venture Capital, VC Term Sheet, Valuation, Vesting, Convertible Preferred, Participating Preferred, Anti-Dilution, Excel
Last updated 3/2026
English
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What you'll learn
- Gain a comprehensive understanding of the venture capital investment decision-making process.
- Learn to evaluate and analyze different sections of a term sheet, including valuation, vesting, convertible preferred equity, and anti-dilution provisions.
- Develop the skills to assess the financial and strategic implications of various term sheet clauses.
- Acquire proficiency in utilizing spreadsheet tools to model and analyze investment scenarios.
- Enhance your ability to make informed decisions as an entrepreneur seeking venture capital funding.
- Strengthen your knowledge of early-stage financing, positioning yourself for successful careers in venture capital or related fields.
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Course content
7 sections • 34 lectures • 2h 36m total length
Requirements
- Basic use of spreadsheets
Description
All the Excel files used in the videos are available in the Resources section of the respective lessons.
If you are an entrepreneur raising capital—or a student/professional aiming to understand how Venture Capital really works—this course will give you a practical, structured foundation to evaluate a deal and read a term sheet with confidence.
I’m Carlos Martínez (MBA, PhD – University of St. Gallen, Switzerland). My research has focused on entrepreneurial financing under real-world constraints (including institutional voids), and has been presented at international academic venues and institutions such as Tel-Aviv, Politecnico di Milano, Halmstad University, and MIT. I’ve also co-authored 25+ teaching cases, some included in university case collections.
What you will be able to do after this course
By the end, you will be able to:
Understand how VCs think: the investment decision process and what drives a “yes” or “no”
Break down a term sheet and interpret its most important clauses
Work through VC valuation logic (including a practical “cascade” approach where applicable)
Evaluate key deal mechanics such as:
Vesting and incentives
Convertible preferred equity (simple vs. participating structures)
Anti-dilution clauses (full ratchet vs. weighted average)
Learning approach: hands-on, case-based
This course uses a learning-by-doing, teaching-case approach. You won’t just hear definitions—you’ll apply them.
You will step into real roles (entrepreneur and investor) and work through realistic scenarios, including:
Comparing vesting outcomes under different exit paths
Understanding how different preferred structures change payoffs
Modeling dilution outcomes under anti-dilution provisions
And again: all Excel models used in the course are included in the lesson resources so you can replicate every step.
Who this course is for
This course is a strong fit for:
Early-stage founders preparing to raise capital and negotiate intelligently
Students exploring venture capital, startups, or entrepreneurial finance
Analysts / young professionals interested in VC, startups, or early-stage investing
Prerequisite: basic spreadsheet skills (Excel). Finance background helps, but the course is structured so you can follow step by step.
What learners say
Here are a few comments that reflect what students value most about the course:
Sushma P. highlights detailed explanations and clarity, even for first-time learners.
Nikola M. describes the course as comprehensive and insightful for learning VC from scratch.
Ramesh K. points to solid theory paired with examples.
Ready to build real term sheet confidence?
If you want a course that is structured, practical, and designed to help you think like a VC while protecting yourself as a founder, you are in the right place.
Explore the preview lectures—and when you’re ready, enroll and start working through the cases.
Who this course is for:
- This course is designed for individuals who are interested in gaining knowledge and practical skills in the field of venture capital and entrepreneurial finance. The target audience includes:
- Aspiring entrepreneurs: Individuals who have innovative business ideas and are seeking funding to launch or scale their ventures.
- Start-up founders: Entrepreneurs who have already launched their ventures and want to understand the venture capital investment process to attract funding.
- Business students: Undergraduate or graduate students studying entrepreneurship, finance, or related fields who want to expand their understanding of venture capital and its role in the start-up ecosystem.
- Professionals in early-stage financing: Individuals working in venture capital firms, angel investor networks, or early-stage funding institutions who want to enhance their knowledge and skills in evaluating investment opportunities.
- Consultants and advisors: Professionals providing advisory services to start-ups and entrepreneurs, such as business consultants, financial advisors, or legal experts, who want to deepen their understanding of venture capital dynamics.
- No specific prior experience is required for this course, making it accessible to beginners with a passion for entrepreneurship and finance. Whether you are an aspiring entrepreneur, a student, or a professional looking to expand your expertise, this course will provide you with valuable insights and practical tools to navigate the world of venture capital effectively. Enroll now and take a step closer to achieving your entrepreneurial and financial goals.