@Trace_Cohen @ankurnagpal 1) So the concept of "extremely founder friendly terms" is great in an up market. See course in "life during recessionary pandemic with 38M unemployed"
@Trace_Cohen @ankurnagpal 2) what if there's actually some complexity to some of this? What if it actually requires judgment & some customization? What if, maybe, you shouldn't get to keep the board seat forever - like if you stop performing...even if you founded the company?
@Trace_Cohen @ankurnagpal 3) what if corporate governance matters (I remember when funds started always voting with founders, even when they knew the founders were doing something wrong)
@Trace_Cohen @ankurnagpal 4) We can make it really easy and use templates, but then there are cases like Trados & SIGA Tech or laws like DGCL 242(b)(2) & CFIUS, are a little thorny?
@Trace_Cohen @ankurnagpal 5) What if you need "either directly or by amendment, merger, consolidation, or otherwise" in the intro to protective provisions b/c a VC deal landed in Delaware Chancery Court in 2002 (affirmed 2003) but NVCA model term sheet deleted the footnote on the case, but it's important
@Trace_Cohen @ankurnagpal 6) What if we always see companies make QSBS reps, but how often do lawyers focus on what "financial services" means under 1202 of the code & when are they ineligible?
@Trace_Cohen @ankurnagpal 7) Should you still get tax benefits when you invested in a 2019 & later SAFE because the form now says "treat me as equity for tax purposes" because for years, it was completely unclear or worse than unclear? Should that work?
@Trace_Cohen @ankurnagpal 8) how many SAFEs have MFN clauses entitling holder to whatever better terms others have, when it's actually unclear what makes a term "better" and who diligences that? What % of SAFEs in 2019 had sideletters that were customized? What do those sections of the tax code mean? 
@Trace_Cohen @ankurnagpal 9) When you sign your VC deal, you definitely don't care about how your drag along is drafted. When you sell, you may care about how it works in light of Halpin (2015) & Authentix (2019) & suddenly, that carve out for 1% holders who don't need to be bound by the Drag may matter
@Trace_Cohen @ankurnagpal 10) so, yes, we can do a simple form, but I'd love it if we were permitted to also read the law & focus on, for instance, the fact that DGCL 144 doesn't make an interested director transaction bulletproof, but rather, protects it against being void solely because of "interest"
@Trace_Cohen @ankurnagpal 11) I'd love it if more thought were given to what's gonna happen when we look back & see that the board minutes don't say a damn thing & how that worked for Disney & Eisner in 2006 for instance.
@Trace_Cohen @ankurnagpal 12) My point is that sometimes friction is good - decisions can matter; judgment matters; getting up the learning curve matters; doing things "a right way" (even if not THE right way) matters
@Trace_Cohen @ankurnagpal 13) when was the last time you heard a VC who has >3 board seats say "I've been a student of corporate governance"? It may not help u win the next deal or determine which startup to pick, but sometimes, it's not just about low friction & speed, it's about getting it right
@Trace_Cohen @ankurnagpal 14) I've been to numerous board mtgs where a junior VC sitting in for the partner raises a hand to vote. That doesn't work...as a matter of law. Observers can't vote. So when that happened, does that mean the options your approved were never actually granted? Do you care?
