Term Sheet Deep Dives6 min read

Information Rights: What Investors Can (and Can't) See

Information rights clauses vary wildly. Some investors want monthly financials; others want real-time dashboard access. Know what's standard.

VC

VentureCounsel.AI

November 15, 2024

Information rights determine what financial and operational data you must share with investors, and how often. Getting these wrong can mean spending hours each month on investor reporting—or worse, sharing competitively sensitive information you'd rather keep private.

Standard Information Rights

Here's what's typical at different investment thresholds:

Major Investors (Usually $500K+ or Lead Investors)

  • Annual audited financial statements
  • Quarterly unaudited financial statements
  • Annual budget and business plan
  • Cap table upon request

Minor Investors

  • Annual financial statements (may be unaudited)
  • Quarterly or annual investor updates (narrative, not detailed financials)

What's Aggressive

Watch out for these asks:

  • Monthly detailed financials: Quarterly is standard; monthly is a burden for early-stage companies
  • Real-time dashboard access: This is rarely appropriate, especially for non-board investors
  • Individual customer data: Aggregate metrics are fine; individual customer details are too granular
  • Unlimited inspection rights: "Reasonable" inspection rights are standard; unlimited access is not

Negotiating Information Rights

1. Tie rights to investment size. Larger checks deserve more information access. SAFE investors with $25K should not get the same access as your Series A lead.

2. Cap the frequency. Quarterly financial updates are sufficient for most investors. Monthly is for board members.

3. Protect sensitive information. Customer lists, competitive strategy details, and hiring plans can be excluded or shared in aggregate only.

4. Set reasonable response times. "Upon request" should mean 30 days, not 24 hours.

The Bottom Line

Information rights are about balance: keeping investors informed while not creating excessive reporting burdens or competitive risks. Standard is quarterly financials for major investors and annual updates for everyone else. Push back on anything more aggressive.

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