223: Trends in Term Sheets: What Founders Need to Know

Between overprotective term sheets and oversimplified ones lies the real market. On this episode of , Avnish Bajaj and Tarun Davda, are joined by Archana Rajaram to weigh in on one of the most misunderstood parts of startup building: the term sheet. As the founder of River Law (formerly Rajaram Legal), Archana’s work has quietly shaped the “market standards” that nearly every Indian SHA now follows. In this episode, they break down the real-world changes in Indian term sheets post-2021: from liquidation preferences and reverse vesting to governance, exits, board control, and how AI is already reshaping negotiations. The way a founder negotiates a term sheet often foreshadows how they’ll build their company, handle conflict, and navigate hard decisions later. Tune in for a rare inside look at venture’s most misunderstood document 01:23 Introduction to the Z47 podcast 02:52 Handshake deals to hyper-detailed clauses: how India’s term sheets have evolved 05:55 Why written guardrails matter, even in trust-based relationships? 08:48 Between one-pagers and legal novels lies the real market standard 10:38 Founders lose leverage the moment they sign without counsel 12:42 What founders miss at incorporation, they pay for at IPO 16:20 You can’t switch from founder-led to board-led overnight 28:02 In India, governance runs through SHAs, not boards 34:07 Every founder’s dilemma: what terms really matter in your term sheet? 37:39 Event of Default: India’s most controversial term and why it exists 49:49 How you negotiate your first term sheet predicts how you’ll scale 59:57 AI may change diligence, but judgment still writes the rules For more insights, revisit the related Z47 episode: • The Terms of Term Sheets • Hard clauses in a term sheet • From (Z)omato to (A)ther: India’s Tech IPO... Article: / calculating-liquidation-preference

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223: Trends in Term Sheets: What Founders Need to Know is an episode from Matrix Moments by Matrix Partners India.

This episode is 68:40 long.

This episode was published on Nov 27, 2025.

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