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Sessions · Advisor session

Stock Structure & Term Sheets for Early Stage Startups (>$2M ARR)

Friday, October 17, 2025 · 11 AM–12 PM EDT

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About this session

Once your startup reaches $2M+ in annual recurring revenue, you're entering serious fundraising territory where sophisticated investors expect professional deal structures. This session covers the critical legal and financial frameworks you need to understand:

Key Topics:

Preferred Stock Classes: Understanding liquidation preferences, anti-dilution provisions, and voting rights that protect investor interests while preserving founder control

Term Sheet Essentials: Decoding valuation (pre-money vs. post-money), board composition, protective provisions, and drag-along/tag-along rights

Cap Table Management: How different stock classes affect ownership dilution and future fundraising rounds

Negotiation Strategy: Which terms to fight for, which to concede, and how your ARR milestone strengthens your position

Jamie Nicole Johnson

Hosting this session

Jamie Nicole Johnson

Partner, Cooley LLP

Jamie Nicole Johnson advises clients on entity formation as well as multiple fundraising and financing methods, including friends and family, angel, venture capital, growth equity, and strategic investments. She also counsels her clients on board matters, equity compensation, and other corporate legal issues. Jamie also represents investors that invest in emerging growth companies, including venture capitalists, family offices, and corporate venture groups.

Jamie advises clients across industries, including fintech, cleantech, proptech, ag tech, and other fields, such as software as a service (SaaS), artificial intelligence and machine learning (AI/ML), mobile applications, medical devices, and uncrewed vehicles systems (UVS). She also works frequently with university spinouts and regularly advises social entrepreneurs and social purpose entities.

Jamie is committed to leadership in diversity and inclusion both within the firm and in her community. She is an active member of Perkins Coie's diversity and recruiting efforts and has served as a member of the firm's 1L Diversity Hiring Committee, the Seattle office's Diversity Committee, and the Summer Associate Committee, and as the Co-Chair of the firm's LGBTQ+ Resource Group.

Jamie received her M.B.A. concurrent to receiving her J.D. Prior to law school, Jamie graduated from Seattle University, where she received a full athletic scholarship and was an NCAA Division I intercollegiate athlete on the women's basketball team.

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For companies that have raised at least $1M from venture firms.