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Home
About
Practice Areas
Insights
People
Contact Us
Why “Market Standard” Clauses Rarely Mean What Founders Think
Venture & Fundraising Clarence Tan 06/04/2026 Venture & Fundraising Clarence Tan 06/04/2026

Why “Market Standard” Clauses Rarely Mean What Founders Think

"Market standard" is one of the most misunderstood phrases in startup contracts. Learn what founders often miss when signing term sheets and shareholders agreements — and how to protect yourself.

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What Should Actually Be in a Shareholders' Agreement (and What Most Founders Miss)
Shareholder Rights Clarence Tan 19/03/2026 Shareholder Rights Clarence Tan 19/03/2026

What Should Actually Be in a Shareholders' Agreement (and What Most Founders Miss)

A shareholders' agreement is one of the most important documents a company will ever sign — yet most founders only discover its gaps when something goes wrong. This post sets out what it should actually contain, and what is most commonly missed.

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Participating vs Non-Participating Liquidation Preferences (and Why the Label Alone Is Misleading)
Venture & Fundraising Clarence Tan 09/02/2026 Venture & Fundraising Clarence Tan 09/02/2026

Participating vs Non-Participating Liquidation Preferences (and Why the Label Alone Is Misleading)

Participating and non-participating liquidation preferences can lead to very different exit outcomes, particularly in mid-range exits where structure matters more than headline valuation.

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Liquidation Preferences Explained: Why Exit Value Is Not Shared Proportionately
Venture & Fundraising Clarence Tan 02/02/2026 Venture & Fundraising Clarence Tan 02/02/2026

Liquidation Preferences Explained: Why Exit Value Is Not Shared Proportionately

Liquidation preferences determine who gets paid first on an exit, and why headline valuation does not always translate into proportionate returns.

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Valuation Caps vs Discounts in Convertible Notes (and Why Founders Should be Aware of their Effect)
Venture & Fundraising Clarence Tan 26/01/2026 Venture & Fundraising Clarence Tan 26/01/2026

Valuation Caps vs Discounts in Convertible Notes (and Why Founders Should be Aware of their Effect)

Valuation caps and discounts quietly shape how equity is allocated when a convertible note converts, often in ways founders only appreciate much later.

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Drag-Along vs Tag-Along Rights: Control and Protection in Share Sales
Shareholder Rights Clarence Tan 19/01/2026 Shareholder Rights Clarence Tan 19/01/2026

Drag-Along vs Tag-Along Rights: Control and Protection in Share Sales

Drag-along and tag-along rights quietly determine who controls a company sale, and who must follow once a deal is agreed.

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