Venture Deals has been the standard reference on VC financing since its first edition in 2011. Feld and Mendelson (managing directors at Foundry Group) write from the investor side but with explicit sympathy for founders. Their stated goal is to demystify the process so that founders can negotiate effectively.
The book covers the anatomy of a term sheet in detail. Economic terms (valuation, option pool, liquidation preferences, anti-dilution) determine how money is distributed. Control terms (board seats, protective provisions, drag-along rights) determine who makes decisions. Feld and Mendelson rank these by importance and explain which terms founders should fight over and which are not worth the battle.
Beyond term sheets, the book covers: how to find and approach VCs, how to run a fundraising process efficiently, how board dynamics work in practice, and what happens during IPOs, acquisitions, and company shutdowns. A section on convertible debt and SAFEs covers the instruments many early-stage companies use before a priced round.
The tone is informal and occasionally funny, which helps make dense legal material readable. Feld and Mendelson include sample term sheets with annotations, negotiation scenarios with analysis, and straightforward advice about which terms matter and why.
For founders, this is arguably the most important single book to read before raising venture capital. Understanding what you are agreeing to, and what the long-term consequences are, prevents the kind of mistakes that surface two or three years later when things get complicated.
The book is used as a textbook at many business schools and accelerators. At about 320 pages, it is comprehensive. The fourth edition (2019) includes updated material on SAFEs, convertible notes, and changes in standard deal terms. Some founders read it once before their first raise, then re-read the relevant chapters before each subsequent round.
