Posted by blackfish on 2007-06-22
Tags: TheFunded.com Lawyers
The Funded should create a section of the site dedicated to which venture lawyers to use and which to avoid. As the company is paying for both their counsel and the VC's counsel, it would be nice to have a resource to find out what you're in for.
[Comment from TheFunded.com] Not a bad idea. If we get over 50 agreements with this post, we will work to add such a section. [End Comment]PRIVATE: Members Only (309 Characters)
Posted by Anonymous on 2007-03-31
Do not deal with associates in the early part of your pitching process. Identify at least one key partner to be your conduit into a funding source. Associates are important to have engaged later in a deal cycle. If a partner is not present on the early calls, assume that the fund is doing competitive research in a sector. This is a waste of your time.PRIVATE: Members Only (325 Characters)
Posted by Anonymous on 2007-04-02
Tags: Preparation Due Diligence Board
Prior to accepting capitla from any fund that will require board representation, one should be sure to spend some time doing background checks on the new boardmember(s). Find out what industry they came from (finance, technology, consulting etc.), check out the quality of their other portfolio investments, and be sure to interview CEO's of those portfolio companies to find out how the investor has contributed (or not) to the BOD. Chances are that you will be stuck with your boardmembers for some time, and it's good to know who you are getting into bed with prior to making any decisions.PRIVATE: Members Only
Posted by Anonymous on 2007-04-02
Tags: Preparation Targets
Your first investors in the angel round or Series A will set the tone for your business and all of your fundraising going forward in a big way. These investors will be your long-term partners in any future funding event, helping your company secure future rounds, or, in the worst case, sabotaging future rounds through indecision or desire for control. Members, read on...PRIVATE: Members Only (1833 Characters)
Posted by Anonymous on 2007-05-09
Tags: Pitching Presentation Model
Too many entrepreneurs fall into the trap of being so enamored with their technology or widget, that they spend 55 minutes on how great their technology platform is, and only the last 5 minutes on how they are going to monetize it. Of course, there are always exceptions, but given time and resources (cash) your technology CAN be duplicated, and if it's a good idea, count on it. You stand a better chance if you split up your pitch into two sections, 1. technology and 2. business model. Take the time to be as much of an enthusiastic expert in your market segment as you are on your technology platform. Bottom line, VC's want to know how you are going to make them rich, period. Miss this vital point, and you immediately lose their interest.PRIVATE: Members Only
Posted by Anonymous on 2007-04-03
Tags: Negotiation Options
When negotiating your term sheet, pay particular attention to issues around the stock option plan. For a series A deal, you will want to have about 15% of the total (fully diluted) shares available for your management team. This is a clever way that VCs will try to add more shares and dilute existing investors. E.g. by making you reload the pool to, say, 22% they are lowering the price per share as they will fund after the reload. They then avoid dilution later when you want/ need to reload the pool.PRIVATE: Members Only (395 Characters)
Posted by Anonymous on 2007-07-29
If you are looking at venture funding for your first round, I would suggest that you consider an Angel round first. Why" A friend of mine just got early terms to raise $1 MM for 40% of the company in their first round of funding, and it was a preferred round with all of the standard VC protections. This seems fairly aggressive for a new company with bright prospects.
There are great angel networks throughout the world that will offer MUCH more reasonable terms, and, depending on the investors that you attract, you should be able to secure the necessary advice and counsel on business decisions. You can always save the venture round for later, if needed. Members, read on for some concrete advice...PRIVATE: Members Only (1601 Characters)
Posted by Anonymous on 2007-05-03
Tags: Negotiation Terms Lawyers
When you hear the comment that this term sheet / shareholder agreement is an industry standard you should be very cautious. There are no standards. The phrase means that there are clauses that even the VC feels a bit uncomfortable presenting (or don't think that you will approve them).PRIVATE: Members Only (155 Characters)
Posted by Anonymous on 2007-04-02
Tags: Preparation Strategy Trends
Venture capitalists tend to invest around trends in the various investment sectors that they cover, which makes sense from a capital concentration standpoint in a given sector. You may be pitching a business that is not related to the current trends, since the trends change every few months, but it is important to understand them. The partners and associates will be actively researching the trends, so a lot of the questions in a pitch meeting will be influenced by the current trends. Questions that may appear irrelevant to you as an entrepreneur may be influenced by the current sector trends. Be prepared.PRIVATE: Members Only (438 Characters)
Posted by Anonymous on 2008-03-08
I raised $40m from top tier VCs 6 years ago and am now raising money again for another startup. While initially rusty, I quickly remembered how much of a game this is. Recently I spoke with 3 first time CEO who are raising money for the first time. Here are my 2 cents on a few items. I'm interested in others thoughts.
1. DO NOT leave or email your presentation. you are only educating them on your category (not your job) and informing your competitors. As CEO of a VC funded firm, I always was emailed the presentation of any competitor. IF they insist on seeing presentation before mtg, then they are not interested. All the top guys know this and thus take notes during the meeting. IF they are not taking notes during your meeting and still ask for prez, then they are not interested. DO send them some material to spark interest - founding team resume, paragraph overview, perhaps article about customer pain.
2. First 10 minutes are most critical. Yes, its very hard to get meeting, but once you have meeting, you need to QUALIFY and CONNECT with the partner in the first 10 minutes. Qualify by finding out how much they know about category and space. Connect with him or her personally (without .ppt on). Resist natural inclination to firehouse .ppt since you only now have 45 minutes. The ONLY purpose of the first meeting is to establish interest to have a follow on meeting. If they don't see enough promise in your team and market opportunity, then they will not fund deal and you need to move on.
3. Beware the "Head fake" to learn. "Yes, yes, this is VERY exciting. We want to do this deal." You get excited, send them your research and customer contacts, and they now have learned everything you learned on your dime. Deal excitement then dies. Instead, given them 1-2 very specific items of homework (perhaps contacts for you on due diligence, MAYBE 1 customer contact late in the process). Be constantly giving them homework and watch their _actions_ and not words.
4. Do not serialize pitches. Schedule as much presentations during same 2-3 weeks to generate excitement and interested. The #1 thing to get these guys to move or to pass is another firm putting down term sheet down or seriously looking at deal.
5. Don't forget - 90% will never say no. Pitch, given them homework, then move on. If they are interested, they will find you. It's in their financial best interest to keep as many deals open as possible (yes, this is incredibly frustrating for CEOs but it's the way it is).
6. Keep raising money until money is WIRED. Plenty of deals going south (yes even at top tier firms) before money is wired. Smile, but only believe money being wired.PRIVATE: Members Only
Posted by Anonymous on 2007-09-29
Tags: Negotiation Exclusivity
If a fund asks you to go exclusive in the term sheet - AVOID IT LIKE THE PLAGUE. The usual reasoning by the fund for the exclusivity is the difficulty of due diligence. I have had a venture fund pull out after the company signed a completed set of closing documents, and the company was left high and dry with no other warm prospect. You have no control over the decision making of a fund, and, therefore, you should never sign something that limits your options without compensation.PRIVATE: Members Only
Posted by Anonymous on 2007-04-05
Tags: Operations Board Meetings
So, I have wavered between "War and Peace" and the one page agenda for Board meetings. I stand somewhere in the middle. In my humble opinion, less is more, and here is what I recommend: (1) Agenda Page, (2) Minutes, (3) Dashboard, (4) Budget vs Actual, and (5) Business Discussion Points. Throw a cap table and financial back-up in a couple appendices (and make sure to update your cumulative dividends). Members, read on...PRIVATE: Members Only (569 Characters)
Posted by Anonymous on 2008-08-02
Tags: Preparation Strategy Effort
As a CEO I make sure I periodically look back at my 'fuck ups' and learn from them. Theres been a few along the way, some small, a couple a little bigger, so I wanted to share one here.
Raising money took way longer than I expected. The search didn't take too long.. the deal completion tooks months and put enormous strain on our resources. Both financially as we bridged our way to funds and on our time and focus. Raising money is a major distraction from running your day to day business. I estimated 2 months to complete the deal. Its taken almost 5 and stretched us thin as well as pulled my attention away from what I am here for - building the business. I'm lucky, we raised money.. but now I get 80+ hour weeks making up lost ground in business development as well as the backlash of robbing Peter to pay Paul the past couple months.
Lesson: Assume 6 - 9 months to search, obtain and close funding and make sure you have both the financial and human resources to run and grow your business during the deal cycle.PRIVATE: Members Only
Posted by Mr. Smith on 2008-07-27
A lot of new entrepreneurs start pitching venture capitalists or angel groups and rejected over and over again, myself included. Entrepreneurs hear the same criticisms across dozens of meetings, which is discouraging. In some cases, you may even have second thoughts about your business, but, before you reconsider your model, consider what is going on.
First, investors use the same critical reasoning for different businesses in related industries as a way of saying "no" politely. For example, with online advertising businesses, your site is not sticky enough. With subscription business, conversion will be too low.
Second, investors are not operational or modeling experts, so their opinion on your business is worth as much as you pay for it: $0. They are experts at convincing entrepreneurs to give them a large portion of a company and the control for the least amount of money.
Third, investors say "no" many times per day, so they are very good at doing it without revealing the real reasoning. Reasoning rarely has anything to do with a model, but it usually has to do with (a) partner personality matches, (b) firm investment focus, (c) other investments by the firm, (d) sector heat, and (e) control.
In general, a new entrepreneur pitching a business should expect to hear "no" between 30 and 60 times before receiving investment. Each "no" meeting can be an opportunity to get closer to a "yes" by learning which aspects of your pitch generate the confusion, resistance, and questions. With each additional meeting, your pitch should get shorter and better. Don't give up. Be Strong in the face of "Trained Skeptics."PRIVATE: Members Only
Posted by Anonymous on 2007-07-03
It's very hard to close a new venture financing over the summer unless you already have a term sheet. Why" Well, most VC's need to get partner consensus on a deal terms, and your deal will likely be competing with different partner vacation schedules. There are some ways to overcome this. Members, read on.PRIVATE: Members Only (1001 Characters)
Posted by Mr. Smith on 2008-07-27
Tags: Closing Governance
A lot of CEOs get busy right after closing an investment, leaving Independent Board seats unfilled. It is in the best interest of investors to wait and fill the Independent seats, as the investors get time to evaluate the company performance and nominate loyalists with relevant skills while the CEO is too busy to resist. Meanwhile, it is in the best interest of CEO to fill Independent seats right away with a highly qualified industry expert that will support the Company first and foremost.
Many new and experienced CEOs let the governance slip and make small compromises in governance "to get the deal done" or "get the problem off of your plate." From experience, these compromises WILL come back to haunt you. As many as two thirds of all start-up CEOs get replaced, and this process starts with the governance.
The most substantial job of a Board is to fire and recruit the CEO. A seasoned investor with control of an independent seat will orchestrate a management switch faster than you can blink an eye if the results are disappointing. Here are three things that every funded CEO should be doing: (see private)PRIVATE: Members Only (616 Characters)
Posted by Doe on 2009-03-08
Fellow entrepreneurs, most VCs are unable to complete capital calls and, therefore, are unable to make new investments. This includes everyone from name brand funds to small funds, and it does not matter if they recently closed a new fund or not. If you are pitching a venture fund, there are two critical pieces of information that you need to know before wasting time with meetings, diligence, and faux terms:
- First, has the fund made an investment in a company that was not already in the portfolio in 2009, and, if so, which company?
- Second, has the fund completed a successful capital call in 2009?
Is the answer is 'no' to either of these questions or the fund is uncomfortable discussing these matters, then don't bother pitching them and move on. Why? Between the dismal exit history, defecting LPs, worthless secondary markets, and massive position devaluations, venture firms are facing an apocalypse right now. The whole concept of 'venture capital' as an asset class is being re-evaluated by accountants worldwide, and the outcome of that work does not look good for venture capitalists.PRIVATE: Members Only
Posted by Mr. Smith on 2008-10-27
Tags: Preparation Materials
Having done over 150 investor pitches across five companies, a concise and well-organized deck is critical to success. No deck will be "perfect," but here is what I learned.
First, the deck should evolve as you meet with investors and evaluate their reaction to each slide, so use version numbers with the file to avoid confusion when sending the deck around. Next, avoid revealing confidential information, such as pending business deals or secret release features. Finally, make sure that each slide is very concise, using one line of text per bullet and no more than six bullets per slide. If possible, use graphics or a chart instead of text.
The whole deck should take 20 to 30 minutes to get through without questions, assuming that half of the meeting will be questions. The ten slides that you need, in my experience, are:
- 1. Vision: What are you trying to do, and why are you doing it"
2. Market: What is the market you are addressing and the estimated value of this market over the next 5 to 10 years"
3. Team: Who are the key three to five executives (Vision, Operations, Tech, Sales, Marketing), and what are their specific qualifications in the target market"
4. Offering: What is your exact offering" If possible, present a three to five minute pre-recorded video demonstration.
5. Roadmap: Where are you in your offering release cycle and with respect to gaining traction"
6. Deals: What are your major partnerships, relationships, etc." This slide should include various logos.
7. Differentiation: How are you different from your three main competitors" This slide should have a simple table.
8. Stats: What are the basic statistics of your company (Round, Investors, Employees, Location)"
9. Financials: What is your high-level projected P&L for the next two years plus the current and previous year, if available"
10. Capital: How much capital are you raising and what will it be used for"
This type of simple presentation has always worked for me. Please add any other ideas or lessons that have worked for you.PRIVATE: Members Only
Posted by docinventor on 2008-04-11
Of course VCs won't like being rated and held under the microscope- that's their job! I come to "thefunded.com" not to determine the merits of an investor, but instead to see if they are toxic and should be avoieded. This is important information that needs to be posted regardless of how the VCs feel about it. The fact that there is so much "vindictiveness" may be reflective of the malignancy of the industry as a whole and how damaging a lot of VC behavior is to their relationship with entrepreneurs.PRIVATE: Members Only
Posted by MrJames on 2007-12-10
Aspiring entrepreneurs be warned. Venture capitalists will provide money for your idea, but they often walk away with most of the value, especially if you are not careful. Like an amateur sitting at a table of professionals, the cards are stacked against your success, so be prepared. Know the game.
Here are some anecdotal facts. There are five times as many people working in venture capital as there are CEO's that are funded each year (~16,500 vs ~3,000). The average venture funded CEO is fortunate to make 1/10th to 1/20th the return on exit as the venture capitalists. Just the legal fees on a later stage deal will run $50,000 or more per party involved, and the venture capitalists always flip the bill, directly or indirectly. Who do the lawyers work for again"
No matter how nice, no matter how fair, and no matter how genuine a venture capitalist appears, you are being out-smarted, out-lawyered, and out-maneuvered the second you sit down and ask for money. The first step in winning is to understand their motivations: (1) control, (2) risk, and (3) opportunity, in that order. Let's take a look at all three.
The entirety of a venture investment centers around control, and control takes many forms: control of the board, control of the voting, control of the investment capital, and, most importantly, control of the management. Venture capitalists are "control freaks," and the psychology of control is embedded in nearly every aspect of the deal legal structure. Assume that most financing terms, from Board meeting frequency to protective provisions have some origin in control, and analyze them as such. Ask yourself: in good times and in bad, how do these terms affect my behavior as a CEO" For example, did Google really need to have 14 Board meetings in one year... ever"
Venture capitalists are excellent at managing risk. It is assumed that at most venture investments fail, but approximately one in ten succeed. Following this simplistic logic, a venture capitalist would need to make at least $10 from every $1 invested in a success to recover from the 9 losses. Now, not every deal is a total loss, but a lot are. Complex protections are inevitably put in place. Let's look at a common scenario: a company receives $10 MM for 50% of the stock in a participating preferred with a 2x liquidation preference. The company sells for $25 MM right after the investment. How much does the founding team make" Nothing. The "50%" is legalese.
Venture capitalists are not very good at spotting opportunities, or they might have better odds than 1 in 10. However, they are very good at "managing" opportunities as a result. Here are some examples. Venture capitalists do not say "no" (for risk of losing an opportunity). They postpone meetings until you are achieving success, and they flock around markets with success stories. Ever wonder why a venture capitalist calls you out of the blue asking about your company" It's probably because a competitor is succeeding. Every wonder what "demonstrate traction" actually means" It means a nine figure IPO or liquidity event in your sector. Your dream is just potential, and you will be held on the sidelines until "the time is right" for the venture capitalists to make money.
The irony is that the venture capital behavior is largely a response to other abuses by CEO's. At this point, however, the venture capitalists have gone too far. The opportunities in building a venture funded start-up are gone for the great entrepreneurs. It simply makes more sense to go it alone.
You can quote me without attribution.PRIVATE: Members Only
Posted by EZ-stuff on 2008-04-21
Tags: Negotiation Terms Equity
You have a piece of paper or a spreadsheet that shows how much you own of your company, normally called a capitalization table. You may have common stock. You may have options. When you take a venture round, the capitalization table neither represents your ownership nor the allocation of shareholder value. Most of the terms that create the Preferred Stock for venture capitalists chip away at the value of common stock and options, so much so that, after a few rounds of investments, the value of common and options are largely worthless. Let's take a look at why and what can be done.
There are the obvious "big" preferred terms that eat away at shareholder value in most liquidity events, such as promising to re-pay the investment first through a "liquidation preference" and then allowing the venture investors to "participate" in the remaining value allocation. Another classic term is to place founder equity in escrow and force the founder to earn it back over years. Then, there are the slew of other terms that reallocate smaller chunks of value, such as cumulative dividends, redemption rights, ratchets, right of first refusals, and expense reimbursements. Finally, there are the many uncertain outcomes, such as allocating escrow to a preference waterfall, that force last minute negotiations where the preferred shareholders have control in many liquidity situations.
Here are some tips for a management team to retain value AND ownership through the process:
(1) Encourage competitive bidding among interested investors
(2) Raise more money than you need and limit the number of investment rounds to two
(3) Eliminate all secondary terms from term sheets and investment agreements
(4) Control a majority of the board under all circumstances
(5) Insist on executed employment contracts with equity and cash guarantees on liquidity
(6) Add mandatory preferred approval of liquidity offers at pre-defined prices
If other people have tips. add them below. It is about time that the capitlization table represents reality!PRIVATE: Members Only
Posted by MedTech Expert on 2008-01-01
Do not count on an NDA to keep your business plan out of the hands of those you would least like to see it. Early in my venture career, I believed, falsely, that this would inhibit VCs from sharing the plan. I learned the truth later, when I ran a VC funded company. My investors and those who wanted to ingratiate themselves to me would send confidential material they received directly to me for review. Some times it was to help advise them on certain technologies, and at other times, it was to provide a heads-up on competitive technologies.
Just assume that whatever you write/present will end up with someone (including large corporations) that you would least like to see it. You are better off posting it on Internet!PRIVATE: Members Only
Posted by CEO for a while on 2009-08-10
Guys and Gals,
I'd like to recommend that we entrepreneurs band together to stop an inexcusable practice among VCs. I've done a few startups, sold a few companies, bought a few companies. Been active in the publicly-traded and private arenas. Something that completely irks me about VCs today is that they want entrepreneurs to open their books pre-term sheet (on top of the ridiculous gymnastics we already do to get capital.)
After a pitch, and untold number of follow-up discussions, a VC should be able to put down terms. We should not have to introduce them to any 3rd party (our valued business partners, customers, etc.) because its taxing to them UNTIL there's a term sheet on the table.
A later stage company would never let an investor or buyer in the door unless there's a term sheet. Why should an early stage company abandon this discipline?
My view is that we can make claims pre-term sheet. And if they find our claims to be exaggerated post-term sheet (during diligence), they can walk. It's non-binding anyway.
Thoughts?PRIVATE: Members Only (524 Characters)
Posted by Mr. Smith on 2008-12-02
Investors in venture funds, called limited partners, are pulling out or selling their commitments to provide essential capital to the venture model, causing the "Limited Partner Shuffle." Some experts are quoted as saying as much as 10% of all private equity positions will change hands this year in hasty transactions to generate liquidity, including premium positions by top-tier institutions like Harvard. See below:
What does this mean and why is it relevant to entrepreneurs" A quick overview of venture capital will help to answer these questions.
Venture firms raise money to invest from limited partners (LPs), who are normally endowments, pension funds, insurance companies, and other institutions that manage large amounts of capital. An investment in venture capital is considered a high risk asset class with the potential for high returns. The professional consulting firms that publish guidelines for how limited partners should allocate money across asset classes generally recommend that a small portion go into venture capital, sometimes less than 1%. This small percentage still amounts to many billions of dollars per year being entrusted to venture firms by limited partners, who control trillions of dollars.
Generally speaking, a commitment to invest in a venture fund does not require the limited partner to transfer money until the venture firm makes an investment in a portfolio company. So, a $100 MM venture fund does not have $100 MM sitting in the bank. Instead, as venture firms make successive investments, they collect money from their limited partners and distribute that money to portfolio companies in rounds. To cover operating expenses, the venture firms separately collect approximately 2% of the invested capital as a management fee.
In order to ensure that each limited partner honors their obligation to provide money when needed, which is referred to as a capital call, venture funds implement onerous terms for forfeit or default. The most common default protection is to wipe out any returns from all previous invested capital. This encourages an active secondary market for limited partner positions, since it makes more sense to sell a commitment than to lose the value of the money invested to date.
Fast forward to Q4 2008, and you have the perfect storm of venture capital destruction. First, a relatively large number of limited partners, such as AIG and Lehman Brothers, are facing solvency issues, and they can no longer honor any capital calls to venture capital funds. The large scale dissolution of limited partners is something new.
Second, as the equity and debt markets have collapsed, the allocation of limited partners to venture capital has increased as a percentage. If an LP has $1 billion under management and 1%, or $10 MM, committed to venture capital and if that $1 billion suddenly becomes $500 MM, the allocation schedule of 1% stipulates that the LP now only invest $5 MM into venture capital. Many LPs have charters that strictly govern these percentages, forcing the LP to sell commitments in the secondary market to comply.
Third, many potential buyers in the secondary market have liquidity issues of their own. The purchase of a commitment requires resources to buy the asset, resources to pay for future capital calls, and resources to cover management fees at a time where the future is uncertain. The lack of liquidity and uncertainty has caused a collapse in the secondary market values, with many commitments selling for $.50 on the invested dollar or less. This in turn has encouraged limited partners that might otherwise commit to new positions in venture funds to consider purchasing discounted positions in existing funds.
Lastly, venture capital returns have been hard hit by the downturn, reducing or eliminating the ability of certain funds to get back any of the original invested capital. Portfolio company acquisitions are on hold, and the IPO market is frozen. For many limited partners, investing more money into certain venture firms is literally throwing good money after bad when cash is king.
Most venture firms worldwide are facing problems as a result of this "Limited Partner Shuffle." The best firms are distracted by helping limited partners transfer commitments. Other firms will cease making investments for some period of time, possibly forever. Still other firms will not be able to collect their management fees and go under in the next fews months. Nearly everyone will be fundraising and spending a lot less time with their portfolio companies.
Many entrepreneurs are now pitching firms without a future, wasting invaluable time. These "Walking Dead Funds" are going through the motions until the other shoe drops, forcing them out of business. Other entrepreneurs are counting on investments or participation from funds that have no ability to deliver any capital. Lastly, there are entrepreneurs with soon-to-be-insolvent firms that hold controlling preferred equity positions and Board seats, leaving a potentially deadly vacancy in governance and voting control. How do you sell when your primary shareholder is no longer around to grant approval"
As an entrepreneur in today's market, you need to understand the relative health of the investors that you deal with. Start by asking them directly about their financial resources and the state of their limited partners. Don't hesitate to ask other entrepreneurs and other funds as well. You future may depend on having good information about the solvency of investors that you deal with.
[Please reprint any or all of this post. Entrepreneurs need to know.]PRIVATE: Members Only
Posted by Anonymous on 2008-05-04
I was surprised to read about a large ( $28M) funding win by a company from the local Sand Hill VC's. Only a few months ago, I was inteviewed by this company for a C-level position and found them to be essentially a big fraud.
As someone who has spent 10+ years in this technology space, their claims about how their product/system works is just not possible. This is not my ego but a matter of science.
My only guess is that VC's felt good about the CEO/founder while playing some golf.
So to what extent is it a true meritocracy to get your startup funded by a VC"