From emerging regulation to deal mechanics, we write about the questions founders and investors actually ask — practical analysis you can put to work.
Disclosure documents are the formal written materials a company provides to investors, acquirers, regulators or counterparties to describe the company’s business, financial condition, risks, governance and material legal matters.
A deal room (also called a virtual data room or VDR) is the secure, controlled-access digital workspace where all materials related to a transaction — investment, M&A, or financing — are stored and shared between parties.
Carried interest (or “carry”) is the General Partner’s share of the profits generated by a venture-capital or private-equity fund — typically 20% of the fund’s gains above the hurdle rate, paid as performance compensation in addition to the annual management fee.
Bridge financing is short-term capital provided to a company to cover the runway between two funding rounds, financial events or strategic milestones. The bridge is intended to be temporary — it gives the company runway to reach the next priced round, exit, or operational milestone.
Convertible debt (or convertible notes) is a financial instrument that begins as debt — the company owes the investor principal plus interest — but converts to equity at a triggering event, typically the next priced equity round.
Uncapped notes are convertible notes (or SAFEs) issued without a valuation cap — meaning the investor will convert at the next priced round’s valuation, with only a discount (if any) to that price.
Capped notes are convertible notes or SAFEs that include a valuation cap — a ceiling on the valuation at which the investment will convert in the next priced round.
The capitalization table (cap table) is the detailed record of all securities a company has issued and who owns them — common stock, preferred stock, options, warrants, convertible notes, SAFEs.
An anti-dilution agreement — more commonly called an anti-dilution provision embedded in a preferred-stock charter — protects an existing investor’s economic interest from being diminished when the company issues new equity at a lower price (a down round).
An angel round is an early-stage financing in which a startup raises capital from individual investors — “angels” — typically high-net-worth individuals investing their own money, often before institutional venture capital becomes involved.
