Carried interest is the performance-based compensation VC general partners earn on fund profits above a return threshold, typically 20% of profits. Often shortened to "carry," sometimes called "performance fee" or "incentive allocation," it is paid after LPs receive return of their contributed capital plus a defined preferred return (the "hurdle rate," typically 8% annualized), and is the primary economic driver of the VC compensation model. It is also the subject of ongoing tax-treatment debate because carry has historically been taxed as capital gains (typically 20% federal) rather than as ordinary income (up to 37% federal), saving GPs significant amounts in taxes.
The standard "2 and 20" structure: GPs earn 2% annual ma...
A press release is a formal written announcement distributed to media outlets, journalists, and audiences about company news. Topics include funding rounds, product launches, hires, acquisitions, milestones, and partnerships, following a standard journalistic format (headline, dateline, lede, body, boilerplate, contact information). It is distributed through newswires (PR Newswire, Business Wire), email lists, or directly via company blog. Its effectiveness has declined substantially since 2010 but it remains the standard format for formal announcements.
The standard press release format:
FOR IMMEDIATE RELEASE (or "EMBARGOED UNTIL [date/time]")
Headline: short, factual, attention-grabbing. "Company Raises $X Series Y" or "Comp...
Protective provisions are contractual rights granted to preferred stockholders in the certificate of incorporation giving them veto power over specific corporate decisions. Covered decisions include sale of the company, dissolution, charter or bylaws amendments, issuance of senior securities, large debt, declaration of dividends, and option pool increases, requiring preferred approval (typically majority of outstanding preferred or 60-66%) before the company can act. It is the control mechanism that gives investors veto rights independent of board composition, distinct from board-level approvals and stockholder votes on as-converted bases.
The standard list of protective provisions in modern venture term sheets:
Employee equity is the ownership stake granted to non-founder employees in a startup, typically via stock options or restricted stock units (RSUs). Stock options are most common at early-stage companies; RSUs become more common at late-stage and post-IPO companies. Employee equity is used as a recruiting and retention tool to align employees with company success and to compensate for the below-market cash compensation common at venture-backed companies. The equity comes from the option pool established at financing rounds, vests over a 4-year schedule (typically with a 1-year cliff), and produces significant upside potential if the company succeeds (and zero outcome if it doesn't), along with corresponding complexity for emp...
An 83(b) election is the IRS filing under Section 83(b) that recognizes income at grant rather than at vesting. It must be filed within 30 days of receiving restricted stock or early-exercising stock options, locking in the (typically near-zero) grant-date fair market value for income-tax purposes and starting the long-term capital-gains holding period immediately. It is one of the highest-leverage tax moves in the startup playbook and one of the most-painful mistakes to miss.
The mechanic and the math:
Conversion rate is the percentage of users who take a defined action out of those who had the opportunity to take it. The defined action is typically a sign-up, purchase, demo request, or upgrade, and the metric is used as the core unit of funnel performance measurement. It is calculated as actions taken divided by opportunities, expressed as a percentage, and it is meaningful only when the action, the denominator, and the time window are all defined precisely.
Benchmarks vary widely by stage, industry, and traffic source. E-commerce site visit-to-purchase typically runs 2 to 3 percent across all traffic, with Shopify's published median around 1.4 percent. B2B SaaS landing page visit-to-trial-signup typically runs 2 to 5 per...
An ESOP (Employee Stock Ownership Plan) is an ERISA-qualified retirement plan that holds company stock in trust for employees, used as a succession-planning vehicle. It is primarily deployed at established private companies, not venture-backed startups. It is not the same thing as a startup option pool, despite founders routinely using "ESOP" to mean both. The conflation matters because the two have completely different legal structures, tax treatments, and intended use cases.
The actual ESOP mechanic: a company sets up an ESOP trust, which then purchases shares from existing owners (often the founder selling the business) using a combination of company cash and bank debt. Employees are allocated shares in the trust based on a formula ...
An acquisition is the purchase of one company (the target) by another (the acquirer), the most common exit path for venture-backed startups by far. It is typically structured as cash, acquirer stock, or a mix of both, motivated either strategically (acquirer wants the target's product, team, customers, market position, or technology) or financially (private equity acquiring for cash-flow returns). It is the exit most founders actually achieve, and the one with the most variance in outcome quality depending on deal structure.
The major acquisition types: strategic acquisition (an operating company acquires the target to advance its own product, market, or competitive position; pays based on strategic value, often premium prices f...
A 409A valuation is an independent appraisal of a private company's common stock fair market value, required by the U.S. Internal Revenue Code Section 409A so the company can set the strike price on stock options it grants to employees. It is the basis for every option grant's strike price and is what allows the company and its option holders to avoid significant tax penalties on grants.
A 409A is typically performed by an independent third-party appraiser (Carta, Pulley, Aranca, Scalar, and others), and a valuation performed under one of the IRS safe harbor methods carries a presumption of reasonableness. The valuation must be refreshed at least once every 12 months, or earlier if a material event occurs (a priced round, an ...
A venture-backed company is one that has taken equity investment from venture capital funds or angels investing on venture terms. The exchange involves preferred stock, target ownership percentages, defined exit expectations, and a specific set of operating obligations: significant growth expectations (the venture model only works at 10x+ returns), equity dilution (founders typically end up with 10-30% of the company after multiple rounds), board governance structures (investors often have board seats and protective provisions), and target exits within defined time horizons (typically IPO or acquisition within 7-12 years). It is the structural choice that defines a category of company distinct from a [Lifestyle Business] or r...