Reserved matters
Also called: consent matters
ELI5
Important decisions that need special approval.
Used in conversation
“The reserved matters list should not block ordinary operations.”
Definition
Significant actions requiring specified board, shareholder or investor approval.
Here “Reserved matters” means: Significant actions requiring specified board, shareholder or investor approval.
Pitch context
You will see “Reserved matters” in fundraising decks, data rooms, term sheets and investor conversations when the discussion reaches term-sheet control & investor rights.
Why it matters: In term-sheet control & investor rights, a loose definition can change rights, obligations, approval, disclosure or enforceability.
Caution
Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.
Sources & evidence · 5
Direct term-level sources and supporting source families.
- National Venture Capital Association — Model Legal DocumentsDirect source · institutional · checked 2026-08-16
- Y Combinator — Series A Term Sheet TemplateDirect source · practitioner · checked 2026-08-16
- U.S. Securities and Exchange Commission — Small Business Capital Formation GlossarySupporting source family · primary · checked 2026-08-16
- U.S. Securities and Exchange Commission — Exempt OfferingsSupporting source family · primary · checked 2026-08-16
- Y Combinator — Safe financing documentsSupporting source family · practitioner · checked 2026-08-16