Buying · Stage 4 of 5
Negotiating Price and Structure
The price is only half the negotiation — structure changes what you actually end up owning.
Two buyers can pay the identical headline price for exposure to the same company and end up with very different outcomes depending on structure: SPV versus direct, whether any rights transfer, and how fees and carry (if any) affect your net return.
Negotiate structure with the same seriousness as price — a lower price through a fee-heavy SPV can net less than a higher price bought directly, as the SPV worked example shows.
Checklist for this stage
- Confirm whether you're buying direct shares, an SPV interest, or an assigned SAFE/note — each has different mechanics (see the relevant deep dive).
- If buying through an SPV, get the full fee schedule (management fee, carry, any setup fee) before agreeing to a price.
- Ask directly whether any investor rights (pro rata, information rights) transfer, or whether you're buying a purely passive position.
- Anchor your price using valuing an illiquid stake and, if buying common stock, the 409A vs. last-round pricing gap.
Common pitfalls
- Focusing only on the headline discount percentage without checking what fees or carry sit on top of it.
- Not confirming vested versus unvested status before agreeing a price — an unvested position carries the added 83(b) consideration.
- Assuming pro rata or information rights are included by default rather than confirming explicitly.
Frequently asked questions
Is a direct deal always a better structure than an SPV?
Economically, yes, once fees and carry are stripped out — but direct deals are harder to access at smaller check sizes, so the real comparison is often "SPV access" versus "no access," not structure-for-structure at an identical price.
Should I negotiate the SPV's fee terms?
Often not much room to negotiate on an established platform's standard SPV, but it's worth understanding fully before committing capital regardless.
Is this investment, tax, or legal advice?
No. This is independent educational content — every situation has specific facts that can change the right answer. Confirm anything material with a qualified advisor before acting.