First of all, you should not view this situation as a personal offense. Such changes are more common than they seem. Additionally, long-form documents often change from the executed term sheet, as the terms are always subject to negotiation until the deal is closed. Try to not lose much efforts with details and propose the other party to focus on the long form documents, trying to keep these last-minute changes, if possible, as some minor adjustments.

There is a reason we need a signature to consider things signed and 100% agreed upon. And it happens the other way, too. It's always challenging, as by then, expectations are set, and the process gets prolonged. But it's a level playing field where it doesn’t matter as much when the changes are made. What matters is why they were made and whether the second party understands the rationale and intention behind it. Its always a risk for all involved so usually if that risk is taken, there is a solid reason for it.

Dans ce genre de situation, il est recommandé d'adopter une approche méthodique : - Analyse immédiate des modifications : Savoir décrypter les ajustements pour comprendre leur impact sur les termes financiers, le contrôle, ou la dilution. Les changements de dernière minute peuvent être révélateurs de tensions internes ou d’opportunités non anticipées. - Priorisation des enjeux clés : Savoir identifier les conditions non-négociables (droits de sortie ou valorisation) et soyez prêt à négocier les termes secondaires pour maintenir un équilibre stratégique. - Communication proactive : Savoir rester transparent et assertif. Une réponse rapide et bien structurée est conseillé car le timing est essentiel dans ces discussions.

If they have other offers they probably have more power than you think. Once VCs start making more competitive offers, it becomes a race to the bottom. Best thing to do is either: A) Give in and become more competitive B) Explain why your capital is better If you truly believe you can help them beyond other funds, hopefully they will find your arguments persuasive.

Although the Term Sheet in general and at the last minute in particular is a red flag on the founder’s intent; unless there are some really genuine reasons for the request for change. For example, some change in business model or strategy necessitating change in terms like quantum of funding, exit period etc. There could also be cases like co-investors / follow on investors insisting on different rights etc. We can be flexible in matters beyond the control of the founders; however, where they are trying to get a better end of the deal simply because they feel they can squeeze a better deal.

When founders change the term sheet at the last minute, it's crucial to stay calm and assess the changes carefully. Ensure you fully understand the new terms and how they impact your interests, such as equity, control, or exit strategies. Be prepared to negotiate by focusing on key non-negotiables and having a clear sense of your bottom line. Use this opportunity to ask clarifying questions, maintain a collaborative tone, and bring in legal counsel if necessary to ensure you're protecting your position while still maintaining a productive relationship with the founders.

When founders bring in changes at the very last moment (and I have experienced this on the same day as the signing), it’s crucial to know your non-negotiables. Therefore: Know your non-negotiables and be prepared to walk away. Early on in my investment activity, I dealt e.g. with unexpected adjustments to board seat allocation. I had already defined my limits on governance influence, so I quickly communicated which parts of the deal were off-limits for change. By knowing where I could and couldn’t compromise, I was able to protect my interests without derailing the negotiation. And sometimes, walking away is the best option to be honest. As hard as it can be, knowing when to walk away shows that you value integrity in your negotiations.

If a founder is changing the term sheet at the last minute, the first step for a VC to is to understand why. Is it because of another investor, guidance from their board, nerves around the original deal? Key questions to ask are (i) how much leverage is there to still get the deal done, while returning to the original terms, and (ii) how does the likely result there compare to your best alternative to a negotiated outcome, or "BATNA" (which in this case, is likely not getting the deal done).

To turn a faltering portfolio company around, conduct a thorough audit, reassess the business model, foster accountability, seek partnerships, maintain effective communication, and be patient.