M VENTURES
M Ventures, the corporate VC arm of Merck KGaA, invests globally in biotech and life science technologies, balancing financial returns with strategic insights. Their investment team brings a nuanced view of deal structure, term sheet dynamics, and long-term company building.
COOLEY LLP
Cooley LLP is a globally recognized law firm known for its deep expertise in venture financings and high-growth life science companies. Their life sciences practice has guided hundreds of companies from first financing through IPO and M&A.
The Power of Perspective: Navigating Term Sheets Through the Founder and Investor Lens
As founder/CEOs, we know that a term sheet is far more than a summary of deal points. It is a strategic document that codifies how trust, power, risk, and future upside are distributed between founders and investors. When misread or rushed, a term sheet can quietly lock in structural disadvantages that only become visible years later - when it’s too late to renegotiate.
This session brings together legal and investor voices to help us decode what’s really being said in a term sheet. It offers an opportunity to engage directly with experienced counsel from Cooley LLP alongside investor perspectives from M Ventures, the corporate venture arm of Merck Group. Together, we’ll look at what matters most- through both the founder’s and the investor’s lens.
Why this is relevant for you
The language of term sheets is not neutral - it encodes the power dynamics of your venture’s next chapter. Participating vs. non-participating liquidation preferences, board control, reverse vesting, drag-along rights - each term reflects trade-offs with long-term implications.
While deal volume in biotech has contracted, investor scrutiny on terms has increased. Non-standard clauses are creeping in earlier, including cumulative preference dividends and layered liquidation preferences.
For founder/CEOs, being able to interpret and negotiate term sheets is not about legal minutiae - it’s about strategic control, future fundraising flexibility, and alignment with your long-term vision. This session helps sharpen your understanding not just of “what’s standard,” but of what’s strategically sound for your company.
Questions to consider ahead of this session
Which clauses in your past or current term sheets felt least understood at the time - and how might they shape your next round?
What’s your philosophy on governance: how much investor control is compatible with your vision for company leadership?
If you had to choose between economic upside and board control, which would you prioritize - and why?
We look forward to an open, nuanced discussion that balances founder priorities with investor imperatives - because the best deals are built on mutual clarity, not compromise.