BATNA

Author

Jorian Hoover
November 25, 2025

Hey friends, it’s Jorian—welcome to Into the Ring. I’m a startup fundraising coach and have worked with 50+ founders who’ve raised over $190M. I’m just back from a weeklong vacation and am feeling refreshed & excited to hit the ground running!

Today’s newsletter will cover my take on fundraising in December, the latest funding rounds Tier 1 VCs led last week, my recommended VC essays & podcast episodes, and a deep dive on knowing your BATNA when negotiating term sheets.

Thank you for being part of this Into the Ring tribe of 1.7K+ startup founders and operators/investors from OpenAI, Anthropic, a16z, Lightspeed, etc. If you think someone else might like this newsletter, they can signup here.

Now onto today’s newsletter!

In today’s issue:

  1. Jorian’s 1min take: Fundraising in December

  2. What funding rounds did Tier 1 VCs lead last week (Nov 15-21, 2025)

  3. This week’s recommended VC essays & podcast episodes

  4. Today’s deep dive on how to fundraise like a pro: Know your BATNA when negotiating term sheets

1. Jorian’s 1min take: Fundraising in December

We’re hitting that time in Q4 where VC deal velocity is in high gear before Christmas & New Years. Peter Walker, Head of Insights at Carta, shared that more deals get done the week of Dec 15th than any other week throughout the year.

This begs the question: are late November & December good times to fundraise?

My answer is two-fold:

  1. If your fundraise is already in full swing, and meetings with VCs are progressing, then hit the gas. Now is a perfect time to fundraise as there’s urgency to get a deal finished in the next few weeks.

  2. If you’re still looking for intros to VCs, it’s probably better to wait until January to kickoff. This allows you to avoid the dead week or two at the end of December when deals often get paused or reconsidered.

However, this is not a hard-and-fast rule. At the end of the day, VCs are looking for great deals. So if you bring a deal to them close to the holidays, most VCs will still bite if they sniff a great opportunity.

To the VCs & founders on this newsletter, what do you think? Have you ever been part of a fundraise that kicked off in December with strong success?

3. This week’s recommended VC essays & podcast episodes

  • Podcast: “Why Silicon Valley Turned Against Defense (And How We’re Fixing It)” (link) by Ben Horowitz & Marc Andreessen on the a16z pod. Over the past few years, sentiment has shifted back towards investing in defense and a16z has been at the forefront of this shift.

  • Newsletter: “The PULL Framework In Detail” (link) by Rob Snyder. If you’re not subscribed to Rob’s newsletter, stop everything you’re doing and go subscribe. He was a few years ahead of me at HBS and is a startup sales savant, describing through his newsletter & companion podcast the physics of startups (and sales).

  • Podcast: “Google Starts Dancing, The Winners and Losers of Gemini Week, OpenAI Has an Advertising Problem” (link) by Ben Thompson & Andrew Sharp on the Sharp Tech pod. Google came out with a benchmark-topping model in Gemini 3 last week, and Ben & Andrew talked through the importance of benchmarks.

  • Newsletter: “New York Is An Industry Town” (link) by Rex Woodbury. Rex is Managing Partner at Daybreak and I really appreciated this piece on how New York is known for almost a dozen industries, and with that comes great startup opportunities. NYC has really solidified its spot as the #2 startup city in the US.

I’m still catching up on last week’s podcasts & newsletters after my vacation, so would love to hear what else you’d recommend I check out.

4. Today's Deep Dive on How to Fundraise Like a Pro: Know your BATNA when negotiating term sheets

BATNA. It stands for Best Alternative to a Negotiated Agreement and it’s crucial to understand when fundraising.

Recently, I’m seeing a lot of unforced errors from top founders when negotiating with VCs: they’re fibbing about what deals are on the table, and VCs are calling their bluffs.

Here’s an example of how this happens:

You’re a founder who went to GSB and several of your classmates received multiple term sheets and were able to play them off each other. They told you that telling VCs you have another live term sheet is certain to drum up interest and increase valuations.

So you’re a month into your fundraising process and four VCs have moved you to Investment Committee (IC). One has expressed strong interest in you and even described potential terms, but no term sheet has been shared. So you decide to fib “just a little” and tell the other VCs you have a live term sheet.

Through backchanneling, one of the VCs figures out you were bluffing and loses trust in you. Meanwhile, two of the other VCs feel like they can’t match the terms you’re looking for and so they tell you to take the term sheet you have on the table. And then the VC who talked through the terms ends up getting cold feet and not giving you a term sheet.

Fibbing “just a little” ended up backfiring. Big time.

What is your BATNA?

To understand how to fix this problem, we have to dive into BATNA, or Best Alternative to a Negotiated Agreement.

As the name suggests, it’s the best realistic option you have if you walk away from this specific negotiation.

Let’s say you’re fundraising and you’re in a very strong position. You’ve received three great term sheets already. As you’re talking with other VCs, your BATNA is your favorite of those three term sheets. It’s real and you could sign it today.

But on the opposite end of the spectrum, let’s say you don’t have any term sheets and you’re about to miss payroll next week. Then your BATNA is quite low — potentially losing your company. That was also real.

So in the case of the founder who had fibbed, their BATNA was not a live term sheet. Their real BATNA was to keep fundraising with their current pipeline, with no guarantees.

But they were negotiating as if their BATNA was a real, signed term sheet. That mismatch is where founders get into trouble.

Once you understand your BATNA, you can translate it into a walk-away point: the lowest / worst terms you’re willing to accept. Below that line, you’re better off taking your BATNA instead.

How to leverage your BATNA when negotiating term sheets

When negotiating term sheets, it’s crucial to keep in mind your Best Alternative to a Negotiated Agreement. Unlike poker, where there is always another hand or another game, you don’t get endless chances to fundraise for your startup.

And when a VC says no this round, you can’t go back to them a week later.

What you want to do is negotiate based on the true strength of your BATNA, rather than try to bluff the VC you’re negotiating with.

If you have a strong BATNA (i.e. real term sheets have been offered to you), then you can negotiate quite assertively with other VCs. You can push on valuation/dilution, governance, structure, etc.

As long as you stay ethical and respectful in your negotiations, you have very little to lose with these potential VCs: if they won’t meet terms that are in the same ballpark as your existing offer, you can walk away and sign the better deal.

But if you have a weak BATNA, you want to take a different negotiating approach. If you try to maximize your value and use a “take-it-or-leave-it” approach with VCs, they might just choose the leave it option. And with a weak BATNA, you’re now out of luck.

With a weak BATNA, your goal isn’t to extract every last dollar of valuation. Rather, it’s to adopt a collaborative tone and be realistic about what “market” looks like for you in this market. You can still share your fundraising momentum with other VCs (“we’re in late-stage conversations”) for leverage, but avoid fibbing that you have a live term sheet.

Your reputation will outlast fundraising

And while you don’t get endless chances to fundraise for your startup, startups in general are in a sense an “infinite game.” If you have an entrepreneurial spirit, you likely want to stay in this game for decades to come.

Many of the same GPs and firms you’re talking to now will still be around next time you’re fundraising or building.

And so if you fib, or even worse, outright lie, during negotiations—the VCs across the table likely won’t forget that down the line. And VCs love to talk amongst themselves.

You don’t want to start your next raise (or your next company) having lost trust.

Hope this helps as you’re thinking through negotiating a term sheet. If you have any questions or thoughts, feel free to reply to this email — I read every response.

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