Vircon Legal co-founder Erdem Mümtaz Hacıpaşaoğlu served as a mentor in the Hamdi Ulukaya Girişimi program, teaching entrepreneurship law. His advice to founders: “As you begin investor talks, carefully assess what you give and what you get in the contract put in front of you, and remember that in law every contract is negotiable.”
Which terms are actually negotiable
Investment documents arrive looking settled, often on a recognised template such as the NVCA model documents, and founders read familiarity as fixedness. In practice the template supplies the structure while the numbers and thresholds inside it are the negotiation. What is genuinely hard to move is market practice; what is usually movable is scope — which decisions require investor consent, how long a restriction lasts, and what triggers it.
Attention is best spent where terms compound. A preference stack that grows with each round creates a liquidation overhang that can leave founders with little at a modest exit; redemption rights and structured equity shift risk in ways a headline valuation hides; and observer rights or an anti-flipping clause read as boilerplate but constrain later decisions. See the term sheet negotiation checklist.
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