In an investment round, which clauses in the term sheet are critical?

The control and distribution clauses matter as much as the valuation, and sometimes more. The main ones are the liquidation preference, anti-dilution protection, investor veto and affirmative voting rights, the composition of the board, restrictions on the transfer of founder shares and their vesting, rights of first refusal and tag-along and drag-along rights — and whose stake the option pool is carved out of.

A term sheet reads like a statement of intent, and many of its clauses are not binding. That is misleading. It sets the skeleton of the shareholders’ agreement and the articles of association that follow, and the text you sign largely determines the final arrangement. These shares and rights take their shape within the Turkish Commercial Code (No. 6102). We would always go through every clause with you before signature, while changing one still costs nothing.