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Liquidation Preference

Liquidation Preference

A liquidation preference is the preferred-stock right to get paid back before common shareholders in a liquidity event such as a sale, merger, or wind-down. It defines who gets what, in what order, when the company is sold or shut down.

The market standard in a healthy venture deal is a 1x non-participating preference: each investor gets back the greater of their original investment or their pro-rata share of the proceeds as if their preferred had converted to common, but not both. Variations get more aggressive. A participating preference lets the investor take their money back first and then also share in the remaining proceeds with common, often called "double dipping." A multiple preference (2x, 3x) returns that m...



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Pricing Model

Pricing Model

A pricing model is the structural mechanism by which a company charges customers, distinct from pricing strategy and revenue model. It encompasses the unit of pricing (per-seat, per-API-call, per-transaction, per-product, flat-platform), the structure of tiers and packages, and the relationship between value delivered and value captured. The main modern options are per-seat (classic SaaS), usage-based (infrastructure SaaS), tiered (good/better/best), flat (single price), per-outcome (rare but value-aligned), and hybrid combinations. Pricing model choice has significant implications for unit economics, sales motion, and customer behavior.

The main pricing models:

Per-seat / per-user:

  • Charge per active user or seat license.
  • Pre...


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Definitive Agreement

Definitive Agreement

A definitive agreement is the binding contract that consummates an acquisition, typically negotiated over 6 to 12 weeks after the LOI is signed. It is also called a definitive purchase agreement, DPA, merger agreement, or stock purchase agreement depending on deal structure. It covers the final negotiated purchase price, the transaction structure, representations and warranties, indemnification provisions, escrow holdbacks, closing conditions, and post-close covenants. It is the document that turns the LOI's non-binding intentions into legally enforceable terms, and the negotiation phase where the headline price quietly moves by 10 to 30 percent in either direction depending on what due diligence reveals.

The major sect...



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Scenario Planning

Scenario Planning

Scenario planning is the strategic forecasting practice of modeling multiple plausible futures, typically a bull case, base case, and bear case. It varies multiple assumptions together to create coherent alternative scenarios, used to understand the range of possible outcomes, identify decisions that work across scenarios (robust strategies) vs decisions that work only in specific scenarios (fragile strategies), and prepare contingency plans. Distinct from sensitivity analysis (which varies one variable at a time), scenario planning bundles multiple assumption changes into holistic alternative futures.

The standard scenarios:

Bull case (everything works):

  • Faster customer growth than expected.
  • Lower churn than expected.
  • Be...


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Corporate Formalities

Corporate Formalities

Corporate formalities are the procedural and documentation requirements that maintain the legal separation between a corporation or LLC and its owners. The category covers regular board meetings with minutes, annual shareholder meetings, proper resolutions for major decisions, separation of business and personal finances, accurate corporate records, and timely state filings. Failing to maintain them lets courts "pierce the corporate veil" and hold owners personally liable for business debts and obligations. They are the boring administrative work that most founders skip and the lever courts use to invalidate the limited-liability protection that was the whole point of forming the entity.

The major categories of corpora...



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Magic Number

Magic Number

The SaaS Magic Number is the sales efficiency metric calculated as quarterly net new annualized recurring revenue divided by quarterly sales and marketing spend. It's often expressed with the previous quarter's S&M spend as the denominator, on the theory that current-quarter S&M produces future-quarter ARR. The metric assesses whether the company is generating revenue efficiently from its growth investment. Values above 1.0 indicate efficient growth (every dollar of S&M produces more than a dollar of net new ARR), values between 0.5-1.0 indicate moderate efficiency, and values below 0.5 indicate problematic efficiency. It is a SaaS-specific metric that complements LTV:CAC and CAC payback.

The calculation:

Basic formula:

  • Magic ...


Article

Lifecycle Marketing

Lifecycle Marketing

Lifecycle marketing is the practice of delivering targeted messaging, content, and offers to customers based on where they are in the product relationship. Stages include new, activated, engaged, at-risk, churned, returning, and advocate, typically executed through email, in-product messaging, SMS, push, and increasingly RCS. Stage transitions are triggered by customer behavior rather than calendar dates. It is the operational layer that turns a customer lifecycle model from a slide into actual messages that fire at the right moment.

The canonical stages most lifecycle programs cover: onboarding (the first 7 to 30 days, focused on activation), engagement (steady-state value reinforcement, feature adoption, education), ex...



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Partner Meeting

Partner Meeting

A partner meeting is the meeting at a venture firm where the full partnership reviews a startup and votes on issuing a term sheet. Often called the "Monday meeting" because many VC firms hold their full-partnership meeting on Monday mornings, it happens after the startup has progressed through earlier stages of diligence, and the vote (formal or informal) determines whether a fundraise round actually happens for that firm. It is the meeting founders prepare for most carefully and the meeting where the deal can fall apart based on a single skeptical partner's pushback.

The structure of a typical partner meeting: the sponsoring partner (the partner who's been working with the startup through earlier meetings, often after an in...



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Online Startup

Online Startup

An online startup is a company that delivers its product or service entirely or primarily through the internet, with no required physical presence. The model encompasses SaaS, e-commerce, content and media businesses, online marketplaces, and digital service businesses, with no required physical retail location, manufacturing footprint, or in-person service component. It is distinguished from traditional startups by its ability to acquire customers, serve them, and bill them without ever meeting in person.

The four main online startup models each have distinct economics. SaaS (software as a service): customers subscribe to access cloud-hosted software, with recurring revenue and gross margins typically in the 70 to 85 percent...



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Technical Cofounder

Technical Cofounder

A technical cofounder is the founding-team member with primary responsibility for building the product and technical architecture of a startup. Typically a senior engineer, full-stack developer, or technologist with both deep technical skills (sufficient to architect and build the MVP solo or near-solo) and founder-grade commitment (willing to work for equity rather than salary, taking on the risk and ownership of a founder rather than the role of an early employee). Often holds the CTO title and a meaningful equity stake (typically 25-50% in two-founder teams). The role is one of the most-sought-after and hardest-to-fill positions in the venture-backed startup ecosystem. It is the most common gap that non-technical foun...



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