Two Questions: Standard Pref Equity Terms in Venture + Where / How to Model Pref?

Economic Terms

-1x non participating liquidation preference (ranking senior to existing pref)

-Broad based weighted average anti dilution

-Pro data rights

-Drag and tag rights

-Co-sale rights (sometimes)

-I have seen terms like cumulative dividends that convert as part of the liquidation pref - but pretty rare and generally for early stage venture deals

Control & Protective Terms

-Reserved matters/negative control provisions (no change to pref, changes to foundational legal docs, fundamental change to business)

-Other various operational investor consent matters (hiring and firing, budget approval etc). These generally drop away at later stages.

-Founder controls (vesting, good leaver/bad leaver provisions, non-compete and non-solicit). C. 18 month founder non-compete is standard - in geos where enforceable.

-Board directors (standard info rights too)

-Typical warranties

(Investor majority consents generally 50-75% of pref holders)

Obviously a decent amount of variation based on geography, stage, vertical, and competitiveness of the deal. Check out NVCA and BVCA standard terms online for a benchmark and some templates.