
How to Run Due Diligence on VCs (2026)
The best moment to run a background check on a venture capital (VC) partner is while the term sheet is live and you still have negotiating power. Investors run thorough checks on you; many founders sign term sheets without doing the same homework in reverse. Before signing, founders should know how a partner behaves under pressure and which terms shift control.
What Reverse Due Diligence Actually Means
Reverse due diligence means investigating a venture firm before you take its money. It mirrors the checks that the firm runs on you. The fundraising environment makes this more consequential than it was a few years ago. Capital now concentrates around a narrow set of companies while many others fight harder for attention, and your lead investor's brand can shape whether you raise again.
Who backs your seed round correlates strongly with what happens next. Top-decile consensus seed deals graduate to Series A at more than 50 percent, against under 30 percent for the rest. Founders who accept pre-emptive offers before conducting their own due diligence risk greater dilution and less favorable terms than founders who invest time in evaluating their investors.
How to Reference Check a VC
The references a firm hands you are not enough. Firms control their lists and surface their publicly visible wins, so the highest-signal conversations come from founders you find yourself. A useful target is two references from the firm's list and another two to three you dig up independently by mapping the firm's full portfolio. How a partner behaves when things go sideways predicts how they will behave with you should you find yourself in a tough situation during your partnership.
Find the References the Firm Won't Volunteer
A portfolio-page review, followed by your own founder list built through LinkedIn and mutual connections, is the starting point. Looking at a partner's prior roles can also uncover founders outside the firm's current reference network. Two angles surface the founders of the firm's highlight reel will not show you:
- Full portfolio mapping: Every company from the firm's site or Crunchbase can lead to founders you can reach through warm introductions on LinkedIn.
- Partner history and hard outcomes: Following the individual partner across prior firms surfaces founders the current firm never lists and founders whose companies struggled or failed, who give the highest-signal feedback when you create space for an honest conversation.
This gets you past the curated list and toward the honest picture. Your goal is to identify which weaknesses are manageable and which ones should stop the deal.
The Single Question That Cuts Through Everything
The strongest single question is whether they would take money from this VC again if they were raising tomorrow. Founders should ask it, then stay quiet and listen to both the answer and how long it takes them to give it. A long pause tells you as much as the words. You can pair it with a direct integrity question about ethical or behavioral concerns and the closing prompt, 'is there anything I should have asked but didn't?' which gives the reference explicit permission to surface what they have been holding back.
What to Probe for in Every Call
Reference calls work best when you cover the same ground each time, since patterns only emerge across multiple conversations. You want to understand how the partner shows up in board meetings and handles approval rights, then compare that with whether they helped when the founder needed it. A supportive partner asks questions that help you think through a decision; a micromanaging one tells you which search firm to use for your VP of sales hire. Each conversation should cover:
- Board and governance behavior: How the partner acts in tense meetings, how they handle board seats and how they use veto rights when founders and investors contest a decision.
- Real value-add: Whether advice, recruiting help or customer introductions arrived when the founder needed them most.
Together, these questions show whether a partner backs you in board meetings, restrains their power on contested calls and delivers help that counts. A firm that resists introducing you to founders during this window is telling you something worth hearing.
Red Flags Worth Catching Early
A firm's communication and decision-making while it is trying to impress you predicts how it will treat you after the financing closes. Several patterns show up often enough to name directly, and most of them surface before you ever sign.
The Senior Closes, the Junior Manages the Switch
The person who charmed you through the pitch may not be the one who shows up to your board meetings. Titles can blur the difference between someone who can commit to the partnership and someone who manages the process. Before signing, get a clear answer identifying the specific partner who will take your board seat. A partner's role inside the partnership also affects who can actually get a deal done, so verify whether the partner is a full general partner with carry alignment.
Slow, Opaque or Vague Decision-Making
A firm that can't articulate its investment timeline or gives vague answers about later-round support is showing you its operating style. You should watch for inconsistent answers and unexplained changes to the term sheet. Repeated delays without a clear reason reveal the same problem. The firm that moves slowly during diligence but fast when it wants something is especially risky. Three weeks of back-and-forth that ends every meeting with 'thanks, we'll be in touch,' with no ask and no next step, usually ends in a ghost.
Undisclosed Competitor Conflicts
A nearby portfolio company should trigger information-boundary questions, even when no one intends to behave badly. Founders should not assume every investor applies the same conflict norms or draws the same line around direct competition. If you see a company with an adjacent product, buyer or business model, raise it in the first meeting and ask how the firm handles information boundaries.
Off-Market Term Sheet Provisions
Aggressive terms tell you how reasonable a firm intends to be over the life of the relationship. Specific provisions to treat as warning signs include two- or higher liquidation preferences, full-ratchet anti-dilution clauses, participating preferred shares and any structure that pushes you below majority ownership at seed. First-time founders can lose their companies to these 'dirty term sheets.' You should be prepared to walk away from any deal carrying terms that would compromise your company's future.
Evaluating Track Record and Follow-on Behavior
Track record is predictive, not random. Venture returns show performance persistence across firms, and a firm's initial public offering (IPO) rate on its earliest investments predicts the rate on subsequent investments. That persistence sits at the firm level, so you investigate the specific partner alongside the firm rather than trusting the brand alone.
Whether the Firm Actually Reinvests
References can verify whether a firm participates in later rounds. If an existing investor sits out a later round, ask references how new investors interpreted that decision. Consensus seed investors lead follow-on rounds far more often than others, and larger funds support that pattern. With the seed to Series A gap stretching longer than many founders expect, a firm's willingness and capacity to bridge that gap is worth confirming directly.
At CRV, we lead seed and Series A rounds, aim to be a founder's first term sheet and commit on our own conviction rather than waiting for social proof. CRV led DoorDash's first financing round and backed the company again during its Series A and B. On the developer tools side, CRV led Vercel's Series A and backed the company through its B, C, D and E rounds. That record can count for more than the first check alone, but founders should still test it through references rather than accepting a logo on faith.
Fund Lifecycle and Capacity
A strong brand does not answer whether the current fund has room for your next round. You can verify whether a fund is actively deploying and whether it has reserves for follow-on. Public filings help here: investment advisers file Form ADV with the Securities and Exchange Commission (SEC), and parts one and two are searchable through the Investment Adviser Public Disclosure (IAPD) database. Those filings show how the adviser operates, including conflicts and disciplinary events. Partner continuity also warrants direct questions, because you need to know who will advocate for the company if the deal partner leaves.
Term Sheet Provisions to Scrutinize
Headline economics can look clean while governance terms still decide control. That is why founders should not skim the governance section after negotiating valuation and preference terms. A useful way to read a non-participating one-times preference: the investor takes either their money back or their pro-rata share of proceeds, never both. Participating preferred is different because it lets investors receive their original investment back, plus a share of remaining proceeds.
Economics: Preferences and Anti-Dilution
Liquidation preferences and anti-dilution clauses decide how the company carves up exit proceeds, so benchmark them carefully. Higher preference multiples can push common shareholders behind a larger stack before they see proceeds. On anti-dilution, a broad-based weighted average is usually the founder-friendlier compromise. Four provisions deserve direct pushback:
- Above-one-times preferences: Anything beyond one-times non-participating can cascade higher multiples into later rounds.
- Participating preferences: These let investors collect twice by taking their money back and sharing in the remaining proceeds.
- Full ratchet anti-dilution: This resets the conversion price to the lowest down-round price and can punish common shareholders far more severely than a weighted-average formula.
- Cumulative dividends: These quietly accrue and stack up before common shareholders see anything.
Each of these can be aggressive enough that insistence on it tells you the firm is not negotiating in good faith.
Governance: Board Seats and Veto Rights
Board control outweighs the economics most founders fixate on. At seed, founders should preserve founder control wherever possible and read the board section alongside the protective provisions list. Seat count alone misleads you, because who appoints the independent director and how votes are split on a contested decision determine real control. Some investor seats also carry veto rights over reserved matters, so the board seat and the protective provisions list have to be read together. You should limit veto rights to genuinely major decisions like new share issuance, significant debt or selling the company and narrow operational approval rights before signing.
The strongest fundraising relationships we've seen come from founders who treated investor selection as seriously as investors treat company diligence, digging past the highlight reel to understand how a partner behaves when metrics are down. If you're an early stage founder looking for a lead investor whose behavior holds up under that scrutiny, reach out to us to see if we'd be a good fit.
Frequently Asked Questions About VC Due Diligence
When should I start reference checking a VC?
You should run your reference calls after you receive a term sheet and before you sign it. Asking earlier rarely works, since firms don't introduce you to their founders until they are serious about you. If a firm resists giving you references during this window, treat that reluctance as a signal .
How many references should I talk to?
You should aim for four to five conversations total: two from the firm's own list and another two to three you find independently by mapping the portfolio. The independent references give you the honest picture, especially for founders whose companies have struggled. Covering the same ground in each call lets patterns emerge across conversations.
What term sheet terms should make me walk away?
You should treat two times or higher liquidation preferences, participating preferred shares, full ratchet anti-dilution and operational veto rights as serious warning signs. Governance deserves the same scrutiny, since investor control through board appointments can outweigh the economics. Insistence on any of these aggressive terms tells you how reasonable a firm intends to be.
How do I check if a firm has follow-on capital for my next round?
You can ask portfolio references directly whether the firm participated in their later rounds and at what level. The current fund should also be actively deploying, and the partner should be a full general partner likely to stay. Meaningful later-round participation can strengthen your next raise, while an existing investor sitting out a round can quietly warn other investors of trouble.