Be Smarter Than Your Lawyer and Venture Capitalist

Brad Feld and Jason Mendelson have written a book with this title. It is now available on Amazon.

I got a preview copy and gave it a read. It's a textbook on venture capital deals. If you plan to do one of them, as an investor, advisor, or most importantly, as an entrepreneur, you should get this book and read it.

A friend of ours recently got a new job. Part of her job will be doing venture investments for her new employer. She reached out to me and said "I need a  quick primer on venture capital investments, how they are structured, negotiated, and documented." I pointed her to this book. She looked at its description and said "that's perfect."

I suspect it will be equally perfect for many people. Venture Capital transactions have been a bit of a black art for a long time. It played to the advantage of the VCs because we do these things all day long all the time. But, like a marriage, it is not good for one side to take advantage of the other. It is not like selling a house. You have to live with the other side of the transaction after the deal closes. So over the past ten years, the VC industry has done much to increase transparency and trust with entrepreneurs. I'm proud to have played a part in that. Brad and Jason have done a huge amount of work in this area as well and their new book is going to be required reading for many. Well done.

#Books#VC & Technology

Comments (Archived):

  1. JimHirshfield

    Bravo for Brad and Jason. This is a great asset for the startup community. Brad : Why no ebook?

    1. fredwilson

      I’m sure it is coming

      1. JimHirshfield

        I stand corrected. My android didn’t show the kindle version, but it’s there.

      2. William Mougayar

        It looks like both the print and e-version will be available Aug 2nd, at the same time.

        1. Robert Holtz

          I ordered the physical book and Amazon tells me its on its way to me.  I expect to have it this week well before August 2nd.

          1. Matt A. Myers

            Or they are lying to us..

          2. Robert Holtz

            No lies. Got my copy first thing Wednesday morning. The book is really good too.

      3. ShanaC

        why the later date for the ebook?

        1. bfeld

          The pub date is actually 8/8. The dates are all a mystery to me. I’m justhappy it’s out!

          1. ShanaC

            Well congratulations anyway!

      4. Robert Holtz

        Kindle Edition coming August 2nd… Kindle Reader Apps available for all platforms including all major handheld and desktop operating systems.  Hardcover available now.  Thanks again Fred for the recommendation.  Much appreciated.

      5. Sean Killeen

        See Wiley’s site at… for an E-Pub e-book link!

      6. Robert Holtz

        Got it. Amazon sent it out right away.  Really a great read so far.  Liked your quote on the back cover.  Thanks again, Fred, for telling us about it.

    2. Pete Griffiths

      There is an ebook on the amazon site.

      1. JimHirshfield


    3. Robert Holtz

      At the link Fred provided, Amazon offers a Kindle edition.  You don’t need a Kindle device to open those. There are apps for all the mobile devices and even desktops.  Here’s a link to all the Kindle readers available:

      1. JimHirshfield

        Thanks, missed it on android.

        1. Robert Holtz

          No problem at all… happy to help.  Just learned that the Kindle edition is not out yet.  Sorry about that.I bought it as an old school hardcover five minutes after I read Fred’s post.  I’ll have it later this week.  I’m still a little bit old school myself in that I like to own physical copies of books I want to own and collect and have around on my bookshelves.  Generally speaking, if it is hardcover I still buy physical.  If it is paperback, I’ll save some trees and go digital.Hope you enjoy it in whatever form it eventually makes its way to you.

    4. Sean Killeen

      You can also find the e-book directly on Wiley’s site at…


        That’s even more expensive than the kindle edition. Ridiculous

  2. Robert Holtz

    Thanks SO much for this tip, Fred. Just placed my order on that Amazon link you provided.  Really looking forward to getting it.  There are so many books like that around — it is hard to know which are genuinely good and which are a waste of time. Your stamp of approval means a lot.

  3. Pete Griffiths

    It’s out earlier than expected!  Nice changed.  Ordered it.  Thanks for the reminder.

  4. Matt A. Myers

    Thanks, ordering it now. I’m intending to need to solidify my knowledge in this arena in 2-3 months time. 🙂

  5. Brad

    Kindle edition does not come out until August 2nd. Look forward to getting it then. 

    1. Sean Killeen

      You can also get the e-book version (Adobe and E-PUB, I believe) directly from Wiley at…. 

    2. Angus Neil

      But at a premium! How can an ebook be more expensive than its hardcover?

      1. Matt A. Myers

        Apparently having a book is more inconvenient than having a digital copy, so not making you store a book has more value? I would of never thought of that happening though myself..

  6. J.R. Sedivy

    Our CFO pre-ordered it some time ago; I look forward to reading it as well. I concur with Robert, your approval serves as a great filter. Thanks for the recommendation.

  7. Matthew Bartus

    I just pre-ordered a copy so that I can be as smart as my clients that read this book 🙂

  8. tylernol

    so is this more or less a collection of some of their blog posts? If something is free in another format and all it takes is coalescing it into chapters in instapaper,,,

    1. bfeld

      The blog posts we wrote (in my term sheet series from 2005) are less than 10% of the book. We re-wrote everything – made it up to date – and added a ton of stuff.

      1. tylernol


      2. Jonathan Nation

        any chance of an audiobook sometime soon?

        1. bfeld

          We are just now getting around to it for Do More Faster so it will probablybe a while.

          1. Jonathan Nation

            too bad, hope I remember this when an audiobook option is available (especially on audible)

          2. bfeld

            It’s remarkable to me how hard it is to get a traditional publisher likeWiley excited about an audio book. But I’ll stay on it.

  9. Rob Bakshi

    is it any better than “Mastering the VC Game” by Jeffrey Bussgang

    1. bfeld

      Jeff’s book is very different. It’s excellent, but much less about the nuts and bolts of financings.

    2. fredwilson

      Different. This is a textbook

  10. Dale Allyn

    I pre-ordered the book a while back, and I’m looking forward to getting it. Lots of stuff in this space that is new to me or changing. My other business endeavors have not used VC, though lawyers are sometimes involved, so this will surely fill in some gaps for me. Looking forward to reading Brad’s and Jason’s perspective.  

  11. David Buck, MD, MBA

    It is difficult for an entrepreneur, especially a first time entrepreneur, to have a depth of understanding that approaches that of a VC.  I appreciate the efforts of the author and of Fred for make funding more transparent.However In addition to the deal, you are also “buying” the investor.  I would rather do a deal with an investor who has a history of being honest and fair then get a better looking deal on paper.

  12. hein

    This book is 30 bucks after a 40 pct discount?????? Damn, smarter or not, the VCs win again.

    1. Eken

      don’t sweat it, dude. you can download it free at it’s where i get all my books.

      1. Dale Allyn

        Brad gives a lot to the startup community, so I’m happy to buy his books as a means of saying “thanks”. Sure, he benefits as a VC, but he gives in places and in ways from which he does not profit. In my opinion, it’s important to support good people who are doing good things. They should benefit (profit), if that’s the outcome. Maybe one could encourage a local library to get the book, so that others can read it without spending the $30. It’s a good place to contribute such books after reading them as well, if not passing them on to “starving artist” friends. ;)cheers

        1. bud

          yeah, yeah, yeah. the rolling stones give a lot to the music community, but they’d mostly be mocked for putting out a $30 album in 2k11.

          1. Dale Allyn

            @bud: Haha. Brad isn’t past his prime yet and the Stones haven’t put out anything that should NOT be mocked in some time. 😉 Joking! It’s a joke! …Oh, and IMHO. Maybe that particular analogy is lost on me. Have a nice evening. 🙂

          2. bud

            no worries 🙂 if i want to check out the book, like a stones record, i’ll just find a bit torrent copy. 

  13. Frantzdyromain

    Im a 20year old sophomore in college but heck i don’t see a reason why i shouldn’t read it

  14. eric burns

    hmm. i find something curious. when mr. wilson talks about his “mba mondays” posts, it’s sometimes in terms of “people ask me when i should write a book.” and he always answers: he’s not going to write a book, books are old school, etc etc.  wondering if those posts are an implicit rebuke of this book w/o mr. wilson actually having to say it.  he can give his polite props here, but really he’s laid out his opinion in previous posts?  what say you mr. wilson?

    1. fredwilson

      Different strokes for different folks. I do it my way. Brad and Jason do ittheir way. The more the merrier

      1. bfeld

        The idea for the book cane from a set of 30 blog posts we wrote on in 2005. We’ve also got a companion blog with a bunch ofother info at still think a book is very different than a bunch of blog posts. They areboth awesome resources for entrepreneurs IMHO.

        1. Bryan J Wilson

          Brad, is there any interest in actually using this in the classroom? How does this compare to Metrick’s textbook? (

          1. bfeld

            Yes – absolutely. Jason is using it to co-teach a course this fall and weare creating a teaching guide that will go with it and hopefully beavailable for the spring.Re: comparison with Metrick’s book – I’ve just looked at the table ofcontents. We cover some similar stuff, but some different stuff. Scanningthrough the Google Preview, his feels a lot more academic, but also looksgood.

  15. Tien Wong

    Look forward to also reading this book!  The more education, the better.  Fred, I couldn’t agree with you more regarding the importance of transparency.  You’re a credit to the VC industry and I hope your peers will continue following your leadership.

  16. Robert Thuston

    I haven’t read the book (I am), and I really enjoy Brad and Fred’s writings, so I’m jumping the gun here by saying all this.VCs and lawyers need to understand entrepreneur’s values, and speak in terms of this when proposing contracts. Entrepreneurs value building their product, building their team, and building a strategy.  Everything outside of this is a distraction (including learning VC lawyer language, tricks, and techniques).  Maybe the time is coming when VCs and Lawyers speak in too much terminology and jargon, it’s a queue for the entrepreneur to stand up, thank them for their time, and move on, because other VCs (like Brad and Fred) will speak in terms of their values.Regardless, the entrepreneur has to take responsibility for their own business, and this means understanding the ’cause and effect’ of different financing contracts.  I just hope they can do it without having to learn a whole bunch of new terminology.  In the future, entrepreneurs may prefer VCs and lawyers to write up contracts with whatever language they want, but show them a slide presentation on what it means in terms of their business  (slides also attached to the contract they sign).   This way the entrepreneur understands the effect of the contract on their business without having to divert unnecessary time away from the mission of their business to learn the VC/lawyer language.Brad, thanks for writing the book, and I look forward to reading it. 

  17. Shilpi Roy - Virtual Assistant

     Thanks for the share. Looking forward to get on for myself….

  18. Richard Kligman

    Would love to see on on Angel Investments like this 🙂

  19. Jeff Hilimire

    Looking forward to reading this on the kindle, but $27 for the kindle edition? Hoping that comes down…

  20. Scott Yates

    My review of the book is here:…Short version: Reading this book is a great way to become an insider without being an insider just by learning the language of the insiders.

  21. the professional

    Does this address the Angel/Seed money funding stages … or is it all VC and Series A/B/C type funding?

    1. bfeld

      While we focus on Series A funding so we have a clear example to buildaround for the core of the book, it’s equally relevant to seed and angelrounds.

  22. Rob Bakshi

    anybody know any top books on strategy and product management ?

  23. bfeld

    There’s a very short section on 409a in it. It’s probably worth a broader update on 409a, which we’ll do on, sometime soon.

  24. Dale Allyn

    I think Brad meant “we wrote”. It took me a couple of read-throughs too. 😉

  25. lloyd

    the best way to win is to be like goldman sachs, and have the govt bail you out.or:the best way to win is to be like charlie sheen, and snort a bunch of coke and beat up hookers.WiNiNiNG!!!!!!!!11!!!!!!!!!!!!ten!!!!!!!!!!!!!!!!!