startup

How the proceeds of an acquisition or IPO are distributed across the cap table — the liquidation-preference stack from senior preferred to common, the participating-vs-non-participating choice, worked examples with multiple preferred classes, and why the same headline exit value can produce very different per-share outcomes.

How the employee option pool is sized and refreshed, what the 409A valuation determines about option strike prices, the tax-treatment differences between ISOs, NSOs, and RSUs in the US, and the parallel structures (BSPCE in France, EMI in the UK) that achieve similar incentive alignment.

What the specific clauses in a venture term sheet actually do — liquidation preferences and participation, board composition, protective provisions, pro-rata, drag-along, registration rights — and the difference between standard market terms and the 'dirty' terms that signal a stressed deal.

How convertible notes and SAFEs let early investors put in capital without setting a valuation, the math of the valuation cap and the discount, how the conversion at the next priced round actually computes, and why post-money SAFEs are now more common than pre-money.

How a priced equity financing actually closes — the price per share calculation, the relationship between pre-money valuation and ownership, the mechanics of anti-dilution provisions, and what 'full ratchet' and 'weighted average' mean for the cap table after a down round.

What a capitalization table records, the difference between issued and fully-diluted shares, how new issuance dilutes existing holders, and the math that makes 'I own 10% of the company' a more or less meaningful claim depending on which denominator you use.