Morgan Lewis Pitch Deck Teardown: A Theatrical Guide

Introduction: The Educational Narrative

The Morgan Lewis deck, titled "Angel Financing: A Play in Three Acts," is a unique entry in the world of pitch decks. It does not represent a startup seeking capital; rather, it is a pedagogical tool designed by a global law firm to educate entrepreneurs on the nuances of term sheets and capitalization tables. By using a fictional company called Speedy Charge , the deck provides a concrete example of how investment terms translate into ownership percentages and legal rights.

Slide 1-2: Title and The Capital Network

The presentation opens with a high-resolution image of a fountain, establishing a professional, corporate tone. Slide 2 introduces The Capital Network (TCN) , stating that "Fundraising is hard. You don't have to do it alone." This slide positions the deck as part of a broader educational series for entrepreneurs, covering topics from due diligence to exits.

Slide 3-5: The Cast and Setting

Slide 3 introduces the fictional brand Speedy Charge . Slide 4, titled "CAST," provides the backstory. The founders are Dinesh Melwani and JiWon Park , both former employees of a large technology company called "TechCo." The slide notes that the company needs between $750,000 to $1,000,000 to develop a beta version of a device that sits between a power source and an electric car charging port to speed up charge times by 30%-50% . The seed investor is introduced as Will Perkins , a lawyer-turned-angel investor. Slide 5 sets the scene: the first in-person meeting to negotiate terms after a successful initial teleconference.

Slide 6-7: Act I and Product Visualization

Slide 6 marks the beginning of "ACT I." Slide 7 provides a visual representation of the product evolution, showing a messy array of wires transformed into a sleek, wall-mounted electric vehicle charger. This is the only slide that resembles a traditional product pitch slide, though it remains purely illustrative for the case study.

Slide 8-10: The Founder's Cap Table Draft

These slides are the core of the educational content. Slide 8 shows the starting point: 900,000 shares of Common Stock, representing 100% ownership by the founders. Slide 9 introduces the Equity Incentive Plan . It shows 100,000 shares made available for grant, which dilutes the founders to 90% ownership before any outside money is raised. Slide 10 shows the "Post-Money" view of a Series Seed round. The investors purchase 500,000 shares of Series Seed Preferred Stock. In this scenario, the founders are left with 60% of the company, the investors hold 33.3% , and the option pool accounts for 6.7% .

Slide 11-12: The Investor's Counter-Offer

Slide 11 presents an "Investor Draft" where the investor demands a 15% option pool. This requires a "Plan Increase" of 147,059 shares. Under these terms, the founders' ownership drops to 54.6% . Slide 12 further refines this model, showing a scenario where founders end up with 51.7% ownership. These slides effectively demonstrate how the size of the option pool—often a point of contention in negotiations—directly impacts founder equity.

Slide 13: Act I Glossary

Slide 13 lists the key concepts covered in the first act: Angel/seed/VC, Valuation, Cap table, Pre-money, Post-money, Option plan, and Vesting. This serves as a checklist for founders to ensure they understand the basic vocabulary of a deal.

Slide 14-15: Act II - The Instruments of Investment

Slide 14 introduces "ACT II," and Slide 15 lists the technical instruments and rights associated with the round. These include Convertible notes , Preferred stock , Priced rounds , Conversion caps , Pre-emptive rights , and Blocking rights / Protective provisions . The deck does not define these on the slide, suggesting they were intended to be explained by a presenter.

Slide 16-17: Act III - Governance and Control

Slide 16 introduces "ACT III," and Slide 17 focuses on the non-economic terms of the deal. It lists Board seat / Observation rights , Information rights , Timing , Drafting , Counsel , and Expenses . This section highlights that fundraising is not just about the money, but also about who controls the company's direction and who pays the legal bills for the transaction.

Slide 18-19: Act IV - Advanced Terms

Slide 18 and 19 introduce "ACT IV," which covers more complex investor protections. The list includes Dividends , Participating preferred , Anti-dilution (Weighted-average vs. Full ratchet), Registration rights , ROFR (Right of First Refusal), Co-sale , and Drag-along rights . These are the "fine print" items that can significantly alter the payout in an exit scenario.

Slide 20: Contact Information

The final slide reveals the "cast" members are actually Morgan Lewis attorneys. William Perkins and Julio Vega are Partners, Dinesh Melwani is a Partner, and JiWon Park is an Associate. This clarifies the deck's purpose as a marketing and educational piece for the law firm.

What Works Well in This Deck

The use of a narrative framework is the deck's greatest strength. By creating a "play" with a specific "cast" and "setting," the authors make dry legal concepts more relatable. The step-by-step visualization of the cap table (Slides 8-12) is an excellent way to teach dilution. It clearly shows how adding an option pool and new investors chips away at founder ownership in a way that a simple list of terms cannot. Furthermore, the distinction between a "Founder Draft" and an "Investor Draft" provides a realistic look at the negotiation process, showing founders exactly what is at stake when an investor asks for a larger option pool.

What Is Missing

As an educational tool, the deck is comprehensive in its breadth, but it lacks definitions on the slides themselves. A founder reading this deck without a presenter would see terms like "Full ratchet" or "Pre-emptive rights" without understanding what they mean or how they function. Additionally, the deck does not provide benchmarks . While it shows a $1M raise, it doesn't explain if a 33% dilution is standard for a seed round or if a 15% option pool is aggressive. Finally, there is no mention of SAFE (Simple Agreement for Future Equity) notes, which have become a standard alternative to convertible notes in many startup ecosystems since this deck was likely produced.

What a Founder Should Copy

Founders should emulate the clarity of the cap table modeling found in Slides 8 through 12. When pitching to investors, having a clear understanding of your current cap table and the projected post-money cap table is essential. You should be able to visualize exactly how much of the company you are giving away and how much you are setting aside for future hires. The categorization of terms (Economics vs. Control) is another useful takeaway. When reviewing a term sheet, founders should separate the financial impact (valuation, dilution) from the governance impact (board seats, protective provisions) to better evaluate the overall quality of the deal.