Between overprotective term sheets and oversimplified ones lies the real market.

On this episode of #ZeroToInfinity, Avnish Bajaj and Tarun Davda, are joined by Archana Rajaram to weigh in on one of the most misunderstood parts of startup building: the term sheet. As the founder of River Law (formerly Rajaram Legal), Archana’s work has quietly shaped the “market standards” that nearly every Indian SHA now follows.

In this episode, they break down the real-world changes in Indian term sheets post-2021:

from liquidation preferences and reverse vesting to governance, exits, board control, and how AI is already reshaping negotiations. The way a founder negotiates a term sheet often foreshadows how they’ll build their company, handle conflict, and navigate hard decisions later.

Tune in for a rare inside look at venture’s most misunderstood document

01:23 Introduction to the Z47 podcast

02:52 Handshake deals to hyper-detailed clauses: how India’s term sheets have evolved

05:55 Why written guardrails matter, even in trust-based relationships?

08:48 Between one-pagers and legal novels lies the real market standard

10:38 Founders lose leverage the moment they sign without counsel

12:42 What founders miss at incorporation, they pay for at IPO

16:20 You can’t switch from founder-led to board-led overnight

28:02 In India, governance runs through SHAs, not boards

34:07 Every founder’s dilemma: what terms really matter in your term sheet?

37:39 Event of Default: India’s most controversial term and why it exists

49:49 How you negotiate your first term sheet predicts how you’ll scale

59:57 AI may change diligence, but judgment still writes the rules

For more insights, revisit the related Z47 episode:

  • The Terms of Term Sheets 

  • Hard clauses in a term sheet 

  • From (Z)omato to (A)ther: India’s Tech IPO... 

Article:   / calculating-liquidation-preference 

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