Inside the Deal
Ten live sessions on how venture deals are actually built, from the term sheet to the exit waterfall, taught by Alex Dang and Ilya Strebulaev of Stanford.
Why this exists
Corporate venture arms, family offices and first-time investors sign terms every month that they could not explain a year later. Not because they are careless, but because nobody teaches the mechanics. The strategy books are plentiful. The arithmetic is not.
A liquidation preference decides who gets paid when a company sells. A pro rata right decides whether your position survives to that point. These are not details around the deal. They are the deal.
You read a real term sheet, build a real cap table, and model what happens to your own position through three rounds. You bring a deal on day one and present it on day ten.
Ilya's research covers 230,000 investments by nearly 13,000 investors over thirty years. When we say something works, we can show you across three decades how often it did.
Free · no obligation
What a Term Sheet Actually Says, a forty-five minute masterclass with Alex Dang on 12 October at 18:00 CET. One document, read properly, and free.
Once a year
The programs run online. One day a year they do not. Everyone from across our programs gathers in Silicon Valley for a day, and it is one of the things being part of this network gets you. Having taken a program, your place is $2,000. Without one it is $4,000.
A day on the ground with investors and the companies they backed. The kind of access that is difficult to arrange on your own and impossible to get from a video call.
Participants, faculty and guests from every program we run, on the same day. Ten sessions of context, then a day to use it.
We organize the day and the access. Flights, accommodation and meals are yours to book, so you can build the rest of the trip around it.
The program
You arrive with a deal you are looking at now, or one you did recently and still think about. Every session is applied to it, and on the last day you present what you would negotiate differently.
Thirty years, 230,000 investments and a return distribution so skewed that the median deal is irrelevant. Why one position in fifty carries a fund, and why every clause in the rest of this program exists to protect that one position. You arrive with a live or recent deal; it becomes your case for the next nine sessions.
Original issue price, common stock, convertible preferred. What each clause is actually for, who wrote it, and which three lines decide most of the outcome. We read a real term sheet together rather than a summary of one.
One times, participating, non-participating, stacked. The clause that decides who gets paid what when the company sells, and the arithmetic that shows a founder walking away with nothing from a headline that reads like a success.
Build one. Model ownership through a seed, an A and a B, with an option pool, and watch what happens to a position that nobody defended. Most people who lose money in venture lose it here, quietly, over three rounds.
Pre-money, post-money, and why a private valuation is not comparable to a public one. Preferred stock carries downside protection that the headline number ignores, which is why serious analysis discounts it before comparing anything.
Pro rata, pay to play, down rounds, bridges, SAFEs and convertible notes. The rights you negotiated in round one are worth exactly as much as your ability to keep exercising them in round three.
Board composition, protective provisions, and the gap between owning a company and controlling one. The ranking data is clear that the investors who create the most value are the ones in the room, not the ones on the cap table.
What to check, in what order, and when to stop. Screening a hundred opportunities to fund one is a process problem, not a judgment problem, and it is the part corporate investors get wrong most often.
The Strebulaev-Jackson ranking of the top hundred US firms, and what separates the first from the hundredth. Ownership concentration, staying power and value added, measured across three decades rather than asserted.
Back around the room. You present the deal you brought, with what you would now negotiate differently and why, to the faculty and to a room of people who have spent nine sessions learning to pull it apart.
Faculty
Program Lead
Senior Advisor and former Partner at McKinsey, previously a product executive at Amazon and AWS. He coauthored The Venture Mindset with Ilya Strebulaev, and advises large companies on how they invest in and buy early stage businesses.
Faculty
Professor of Finance at Stanford Graduate School of Business and the founder of its Venture Capital Initiative. His research covers 230,000 investments by nearly 13,000 investors across thirty years, and produced the Strebulaev-Jackson ranking of US venture firms.
Faculty
CEO of RaSa Future Fund, which invests in early stage companies in financial services and insurance. Twenty years in leadership at Allianz Group, where he was CEO in Russia and regional head of Eurasia, and built Sberbank Insurance from scratch for Russia's largest bank.
Tuition
Includes all ten sessions, the recordings and the materials. Live on Mondays at 16:00 Central European Time, which is 10:00 in New York and 07:00 in San Francisco. Ninety minutes each, recorded if you miss one.
Thirty minutes with us, no pitch. Bring the questions you would not put in a form.
Questions
No. Alex and Ilya wrote The Venture Mindset about how venture investors decide. This program is about how venture deals are actually built: term sheets, preferences, cap tables and the mechanics that decide who makes money. Reading the book is not a prerequisite and will not cover the same ground.
People who sit at a venture deal table and want to stop taking the terms on trust. Corporate venture and corporate development teams, family offices, angels, emerging fund managers, and operators moving into investing. Founders raising money get the same value from the other side of the table.
No. We build the arithmetic from the beginning, and you will model a cap table yourself rather than watch someone else do it. If you can read a spreadsheet you have enough.
Once a year everyone on our programs gathers in Silicon Valley for a day: visits to companies doing this work, time with the faculty in person, and the rest of the network in one room. It runs separately from the programs. Your place is $2,000 once you have taken a program, and $4,000 without one. Flights, hotels and meals are your own.
Ten live sessions of ninety minutes each, fifteen hours in total. Every session is recorded if you miss one.
Materials go out two weeks before the first session. Bring one deal you are looking at now, or one you did recently and still think about. Anything you bring stays in the room.