Who is across the table
An angel may invest personally, through a holding company or as part of a vehicle. Establish the actual investor, its decision process and who has authority to agree terms and sign.
The angel you push on this week answers the phone after the money is in. A first or second round commonly includes four to six angels, on NorBAN’s published figures, which the page calls rough estimates from experience.
Experience may be uneven: an investor may have negotiated many rounds while you are raising for the first time, or the reverse. Prepare for the actual people involved rather than assuming every investor is experienced.
An investor with a portfolio may be less dependent on this deal than a founder is. Your own alternatives, runway and other offers also matter. Preparation helps you assess that difference; it does not remove it.
Decide your positions before the draft arrives
Templates can reduce drafting work, but they do not establish that every clause is appropriate. Finland’s Seriesseed.fi describes its documents as usable without further negotiation in some cases, while expressly recommending independent advice. That is guidance for Finnish templates, not a Norwegian market rule.
The British industry association also publishes model investment documents. Such examples help identify topics to discuss, but jurisdiction, funding stage and the actual terms still need review.
Before the draft arrives, separate your requirements, possible trade-offs and provisions you expect to accept after checking the wording. An angel round may use shorter documents, but length alone does not determine risk.
Put one founder in charge of the draft. Once the commercial terms are on paper, ask counsel to check the documents against them. Reading a term sheet as a founder covers what each clause does.
| Topic | Possible starting position | What to assess before changing it |
|---|---|---|
| Valuation and round size | An amount and price supported by the funded plan | Commitments, achievable milestones and cash needs |
| Option pool | Size based on planned hires; compare creation before and after new money | Recruitment needs and dilution for every existing holder and the new investors |
| Board | For example, one investor seat and a suitably restricted observer role for others | Skills, board size, employee rights and valid appointments under section 6-3; a shareholder voting promise is not itself an appointment |
| Founder vesting and departure | Clear vesting, leaver definitions and repurchase price | Length of the initial cliff, earned rights and the consequences of different departures |
| Liquidation preference | Compare no preference with 1x non-participating | Model participating or higher preferences across exit values; headline valuation alone is insufficient |
| Completion conditions and minimum funding | Conditions you understand, with realistic dates | Third-party dependencies, waiver rights, exclusivity and the outcome if minimum funding is not reached |
| Transfers, information, confidentiality and warranties | Read and assess each provision | Scope, duration, recipients, liability and future shareholders; do not automatically accept them as standard |
Negotiate few things, and concede the rest visibly
Open with the three or four most important issues, if that fits the draft: “These are my main priorities. I am still checking the rest of the document.” Only confirm acceptance after reviewing the wording.
Grouping comments by importance helps the investor understand your priorities. Necessary legal corrections should still be raised; a long list does not by itself show inexperience.
When you accept a provision, explain the specific reason: “I can accept this transfer clause because the consent process and exceptions work for us.” Avoid treating the word “standard” as a substitute for review.
Ask what a provision is intended to achieve. byFounders publicly describes an approach with little downside protection and publishes its term sheet. This illustrates one investor’s approach, not a rule for all Nordic rounds.
Others require that protection as a condition of investing. Asking why helps you distinguish a term they need from wording carried over from their template.
Running the conversation
Choose one founder to coordinate negotiations. Others contribute in their areas. Agree internally before sending material changes so investors receive consistent answers.
Founders should understand the commercial trade-offs, including price, round size, board, option pool and vesting. An adviser can lead particular discussions where useful. Agree roles and who can commit the company; using an adviser is not evidence of incapacity.
Counsel owns the document: reading the definitive papers against the agreed sheet, marking up the transfer machinery, the warranties and the conditions, and saying which promises cannot be delivered as drafted.
Counsel is engaged by the company and quotes the work itself. Whether the company also carries the investors’ transaction costs is one of the terms on the table, so treat it as a trade.
Answer in writing. A term discussed on a call and confirmed in three lines by email gives both sides the same record, and it is what counsel drafts from when the long form starts.
Take time to consider a draft before responding. Experienced investors expect you to seek advice, and you do not have to answer each point in the room.
“Give me until tomorrow morning on the pool. I want to run the dilution before I answer.” Then answer when you said you would.
Never concede economics live. Price, pool and preference move together, and a number given away on a call is hard to take back once the investor has told the group.
Take the point away, model it, and come back with the trade you want. Ask each investor whether the commitment is soft or hard and by when they will decide; that vocabulary is the investors’ own, so it does not read as distrust.
A single lead with a mandate from the group
Agree the lead investor’s role expressly. It may include negotiating proposed terms, coordinating due diligence and documents, engaging advisers and updating the group. The role need not belong to the largest investor, and these tasks do not themselves confer authority to bind others.
Confirm whether the mandate covers only coordination, agreement on proposed terms, or binding commitments. Record its limits and whose approval is still required.
Where investors retain separate decisions, check each actual subscriber’s amount, conditions and timing. Where someone signs under authority, verify that authority rather than assuming every person must sign personally.
A group of angels with no lead
Ask whether the group will appoint a coordinator or lead investor. A shared process can reduce duplicate requests, but agree the scope of diligence, document review and individual approvals.
Without a lead, a common proposed set of terms can simplify negotiations. Discuss it with the relevant investors and record any differences transparently. Parallel discussions do not necessarily produce different share rights, but undisclosed side arrangements can create later problems.
Alongside a public co-investment or a grant
A third party’s conditions constrain what you can agree. Where a public instrument requires matching private money, a named milestone plan or a fixed drawdown date, those conditions belong on the table in the first substantive call.
Read the actual exclusivity clause. It may restrict seeking competing offers, continuing discussions, sharing information or other financing activity. The restrictions are contractual and vary.
Possible exceptions to negotiate include named existing discussions, unsolicited approaches and ordinary commercial activity. They do not apply automatically. Define what communication and action each exception permits.
Do not assume grants or public co-investment are outside exclusivity. A clause limited to equity offers may treat them differently from a broad financing restriction. Describe the actual scheme and obtain an express exception where needed.
Where you have a live application, have it named in the carve-out while the sheet is being drafted. Nothing in a term sheet or letter of intent (intensjonsavtale) binds because of what it is called.
A document binds where its wording and context show an intention to be bound, so the convention is to state that it is non-binding except for named clauses, commonly exclusivity, confidentiality, costs and governing law.
The levers that are not price
If valuation is difficult to agree, consider other terms as part of the overall package. Model the outcomes first: a concession on payment, control or warranties can be more costly than a price change.
| Term | What to assess | Investor purpose |
|---|---|---|
| Staged payments | Objective milestones, funding certainty, remedies and cash needs if a tranche is withheld | Limit capital exposed before milestones |
| Completion conditions | Feasibility, dates, third-party dependencies and waiver rights | Resolve specific risks before funding |
| Board | Appointment and removal rights, voting and conflicts; corporate validity must be checked separately from shareholder voting promises | Participate in oversight |
| Information rights | Frequency, content, confidentiality, recipients and when the obligation ends | Monitor progress and risk |
| Option-pool timing | A pre-money pool normally places its dilution on existing holders, not only founders; compare the agreed calculations | Change effective price and reserve recruitment equity |
| Completion date | Time to obtain commitments, valid corporate steps and consequences of delay | Plan payment and coordinate the group |
| Warranties | Warrantor, scope, knowledge, disclosures, remedies, caps and claim deadlines; personal liability is not automatic | Allocate specified risks |
Drag-along and tag-along are additional negotiating points with legal consequences. They need agreed terms; aksjeloven does not supply those contractual rights. An article provision raises separate consent and validity questions, so ask counsel how the intended right will bind the relevant parties and future shareholders.
What damages the relationship, and what it costs later
Investors use these behaviours to judge how you handle pressure. They expect to work with you when the company faces difficult decisions later.
| Behaviour | Why it can create difficulty | Better approach |
|---|---|---|
| Reopening an agreed issue | Creates uncertainty about what remains settled | Explain new facts and identify the precise change |
| Claiming another offer without evidence | May damage credibility | Describe genuine interest accurately; respect confidentiality before sharing documents |
| Unclear adviser roles | Can obscure who is deciding | Agree who handles each issue and who approves |
| A week of unexplained silence | Leaves others unable to plan | Send a brief status and realistic response date |
| Changing forecasts to defend the price | Can hide changes in assumptions | Keep versions and explain each revised assumption |
Walking away without closing the door
Explain any term you cannot accept early. Raising it in week one avoids the cost and frustration of doing so in week four, after both sides have instructed counsel and the investor has told the group the deal is agreed.
Investors may meet again in later rounds or through shared contacts. Explain a refusal respectfully, state the points you could not agree on and confirm it briefly in writing.
What the law asks of you when you break off
Bad-faith conduct in negotiations can ground pre-contractual liability (culpa in contrahendo) under Norwegian case law even where no contract is concluded. That is doctrine, and no statutory section carries it.
Contracts Act section 33 concerns when a declaration of intent cannot be enforced because doing so would offend honesty or good faith, given circumstances known to the recipient. It is not a general rule requiring parties to finish negotiations.
Sale of Goods Act section 19 addresses defects despite an “as is” or similar reservation. Its omitted-information rule has specific conditions and may matter in a share sale within the Act’s scope. It is not a general rule for ending fundraising negotiations or for subscribing for new shares.
In HR-2026-280-A, the Supreme Court discussed loyalty within an existing supply relationship. Paragraphs 52–59 explain its basis, scope and limits.
That duty can require some consideration of the other party’s interests. A long relationship may strengthen it, but it does not ordinarily rewrite the commercial allocation of risk the parties agreed.
The Court drew on earlier decisions, including Rt-1988-1078 and HR-2025-1115-A, paragraph 55. Those references explain duties arising from a contractual relationship.
HR-2025-1115-A concerned a claim against an engineer who was not the claimant’s contracting party. Paragraphs 43–46 distinguish liability for a purely financial loss caused by an omission from duties owed under contracts with others.
Neither judgment decided liability for breaking off investment negotiations. They do not justify a general conclusion that such claims are especially weak or that withdrawing is risk-free.
Before withdrawing, check any binding process agreement, what you have represented and costs you encouraged the other side to incur. Substantial expenditure alone does not automatically create liability, but it can make the facts important to assess.
Parties are generally free to end negotiations and ordinarily bear their own costs, but misleading or disloyal conduct can create exposure beyond disappointed expectations. Reliance costs and the undertakings actually made matter. Explain a decision not to proceed promptly, and take advice where the other side incurred costs at your encouragement.
From handshake to signature
A term sheet may lead to an investment agreement, shareholder agreement and the corporate documents required by the chosen financing route. Clarify which process obligations are already binding.
For a general-meeting share issue, documents include the board proposal, meeting notice and minutes, and updated articles. A valid registered board authority may allow a different decision route. Agree who drafts and who reviews, then follow the subscription, payment and registration requirements.
Final drafts often spell out warranties, knowledge qualifications, caps, claim deadlines and disclosures in greater detail. Some may already appear in the term sheet. Assess the actual effect of each addition; more detail can change the risk materially.
The corporate resolutions implement the agreed terms, with amendments to the articles where needed to give a term effect against the company.
Ask whether each change merely records an agreed point or alters its practical or economic effect. Even a clause presented as routine drafting may need negotiation.
Replace broad labels with specific terms while drafting the sheet. Then compare the definitive documents with it line by line, list each difference and ask why it is there.
The founder’s guide to shareholder agreements explains the continuing relationship. Check where the investment terms, payment mechanics and warranties actually appear: document names and the allocation between them vary.
The negotiation sets the tone for the first board meeting. Close it by explaining which points mattered to you and why, then put the first hundred days on the agenda.