Ted Wang, a partner with the Silicon Valley law firm Fenwick & West and a leading intellectual property  attorney, talks termsheets with Vator.tv contributor Reena Jadhav of IvyBrain.

Entrepreneurs looking for insights from the other side of the table will find this video worth the watch. He reveals VC motivations during negotiations, spills the top 5 reasons negotiations fall apart, shares his counter-intuitive philosophy on founder vesting, offers a key clause founders can include to counter blocking rights, and throws in a tip for stock option pool at the end.

My favorite part of the conversation -- his response to how founders can maximize the valuation of their company!

Why do negotiations fail?

1. Valuation

2. Board of directors

3. Liquidation preferences

4. Blocking rights

5. Radioactive items of dishonesty, over negotiating, and iterating on small points.