some interesting info on the VC world for young people. features a couple of quotes from me!
http://www.examiner.com/x-828-Entry-Level-Careers-Examiner~y2008m12d30-Getting-attention-and-cash-from-VCs-and-angel-investors
Getting attention (and cash) from VCs and angel investors
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December 30, 12:42 PM
by Heather Huhman, Entry Level Careers Examiner
Many college students and recent graduates are starting their own businesses these days, whether the reason is their Generation Y entrepreneurial spirit or the sluggish job market. But, these individuals don’t have a lot of capital and are often the victims of “reverse ageism.” So, how can you break through to get attention – and cash – from venture capitalists (VCs) and angel investors to launch your new business?
1. Make waves on campus. “Students and recent graduates starting a business need to first demonstrate that they can capture attention of – and lead – their peers, school administrators and alumni in unique, groundbreaking ways before anyone in the investment field is going to put money behind them to go out and drive a business,” said Charlie O’Donnell, co-founder and CEO of Path 101. “So, this means it's not just enough to run the school’s finance club, but the backable entrepreneurs are the ones that, while in school, thought bigger, like helping to conceive of and implement a real student managed investment fund, and then worked with the alumni office to solicit funds for it.”
2. Learn how to build lasting relationships with professionals. “Students are also notoriously bad at creating long-term relationships with professionals,” said O’Donnell. “One of the angel investors in my current company is someone who I worked for at an internship that I started when I was 17! Eleven years later, he put a significant amount of money into my business. Students have to get out and get to know people – and get people to get to know them. That's why a digital presence like a blog or Twitter can be so valuable.”
3. Be upfront about your age. “I started my first company while still in school, at 14, back in Karachi, Pakistan,” said Zaki Mahomed, CEO of TimeSvr. “That was a long way away from the young prodigy culture of Silicon Valley. I learned early on that your age is always going to be hanging in the air, and it’s best to be the first to address it, in order to get it out of the way.”
4. Create something newsworthy. “Any press – either from blogs or the mainstream – is a good indication that you're doing something right. VCs pay attention to what others are paying attention to,” said Nate Westheimer, entrepreneur in residence at Rose Tech Ventures.
5. Involve great people. “Find relevant mentors and advisors and get them truly engaged in the business. This isn't building an ‘advisory board’ in name only. Rather, it means finding ways to really get some experienced people with strong reputations involved in your business in a meaningful way. Then, leverage those folks to get introductions to investors,” said David Cohen, executive director of TechStars.
Bruce Bachenheimer, program director of entrepreneurial studies at The Lubin School at Pace University, adds, “Build a real board of advisors, not just people who agree to let you use their name as ‘window dressing’ for a business plan or investor pitch – rather, experienced entrepreneurs and seasoned professionals who will dedicate the necessary time to understand your business and formulate meaningful advice. The young entrepreneur should not only assemble such a board, but must understand what is required to keep the advisors engaged and committed.”
6. Show that your business has traction with the market. “The best evidence is customer acceptance. Facebook was being used by hundreds, if not thousands, of students before they sought outside financing,” said Robbie Kellman Baxter, president and founder of Peninsula Strategies.
7. Focus your investor targets. “Make sure that your business is appropriate for the type of investing that your target investor does,” said Diana Benedikt, founder and principal of Venture Insight Advisors. “Some deals will just never get big enough for VCs who are looking for ‘home run’ type wins, where the payouts are huge (i.e., Google). It’s a waste of everyone’s time to try to sell a small deal to an investor who only does big deals. Also, angel investors want to see their deals passed down the ‘financial food chain’ – meaning the good ones will want to see your deal financed later by a VC who, if they’re only looking for the next Google, won’t put money in a small opportunity.”
Cohen adds, “Don’t spray and pray. Do your research, and approach the right investors for your business with the right approach for them. You just need one interested investor who can introduce you to others. So, look for those investors that you respect and that have strong experience in the market you're entering.”
8. Initially, ask for advice, not funding. “Be open to feedback from potential investors and think of the first meeting as relationship building, not an investment meeting. Your goal in the first meeting is to get a second meeting, and the sure way to get a second meeting is to make progress based on feedback from the first meeting,” said Cohen.
9. Network, network, network. “There are countless examples of companies raising capital from networking events,” said Dave Lavinsky, president and co-founder of Growthink, Inc. “I recently interviewed a CEO of a venture backed company who met his investor at a MIT alumni event. Even if the fellow alumni won’t invest, they can refer you to someone who can.”
10. Don't quit your day job. “No matter how long they tell you it will take to get your money, it will take longer. Be ready to wait, and wait some more. Some funds hold out on you to see if you still have a viable business and plan months later, for fear they would be throwing money down the drain at the minute they meet you,” said Anthony Migyanka, managing partner at Mobile Money Minute, LLC.
11. Build a great team. “At the end of the day, VCs invest in people, so the stronger your team, the better. Balance your team with known successful people and young, eager and capable individuals,” said YuChiang Cheng, CEO of World Golf Tour, a recently launched start-up. “Determine your strengths and build your team from what you are missing. If you can’t hire or find co-founders, identify three to five great advisors who can mentor you, make introductions and vouch for you to investors.”
12. Be prepared. “This means do your homework and prepare investor materials that tell a compelling business case and at the same time, answer the questions that all investors will have. Who? What? How?” said Benedikt. “Imagine that the investor is managing your money. You want him to have the key pieces of information to make a proper investment decision on your behalf, right?”
Caspar A. Szulc, executive vice president and co-founder of Innovative Medicine, LLC, adds, “Whether you’re 19 or 60, what matters most is a well prepared and concise business plan. Investors will want to see something on paper before they have a face meeting, and having a well constructed business plan is essential to spur interest. Take the extra time to make sure your business plan is solid and forecasts a realistic yet attractive picture. If your plan is solid, when it comes time to present, investors will already be interested regardless of age.”
Recommended reading:
The Successful Business Plan: Secrets & Strategies
Finding an Angel Investor in a Day
13. Don’t be disappointed by disappointment. “I was turned down for investment more than 30 times, and I didn’t speak with that many people! Patrick Byrne from Overstock.com was trying to raise a lot more money than I did and was rejected by more than 50 firms,” said Mark Newman, CEO of HireVue. “If you can’t accept rejection, don’t try to raise money from investors. As you go out in the market, don’t take anything personally – refine the pitch and improve the approach.”
Topics: Entrepreneurship
Tuesday, December 30, 2008
Tuesday, December 9, 2008
For Innovators, There Is Brainpower in Numbers
Unboxed
For Innovators, There Is Brainpower in Numbers
By JANET RAE-DUPREE
Published: December 5, 2008
“None of us is as smart as all of us.”
— Japanese proverb
DESPITE the enduring myth of the lone genius, innovation does not take place in isolation. Truly productive invention requires the meeting of minds from myriad perspectives, even if the innovators themselves don’t always realize it.
Keith Sawyer, a researcher at Washington University in St. Louis, calls this “group genius,” and in his book of the same name he introduces a scientific method called interaction analysis to the study of creativity. Through studying verbal cues, body language and incremental adjustments during team innovation efforts, Mr. Sawyer shows that what we experience as a flash of insight has actually percolated in social interaction for quite some time.
“Innovation today isn’t a sudden break with the past, a brilliant insight that one lone outsider pushes through to save the company,” he says. “Just the opposite: innovation today is a continuous process of small and constant change, and it’s built into the culture of successful companies.”
It’s a perspective shared broadly in corporate America. Ed Catmull, president of Pixar Animation Studios and Disney Animation Studios, describes what he calls “collective creativity” in a cover article in the September issue of Harvard Business Review. “Creativity involves a large number of people from different disciplines working together to solve a great many problems,” he writes. “Creativity must be present at every level of every artistic and technical part of the organization.”
So, we all should brainstorm our way through the day, right? Wrong. That classic tool introduced by Alex Osborn in 1948 has been proved in a number of studies over the last 20 years to be far less effective than generally believed. “He had it right in terms of group process,” says Drew Boyd, a businessman based in Cincinnati who blogs and speaks often about innovation. “But he had it wrong in terms of the method.”
Brainstorming, Mr. Boyd says, is the most overused and underperforming tool in business today. Traditionally, brainstorming revolves around the false premise that to get good ideas, a group must generate a large list from which to cherry-pick. But researchers have shown repeatedly that individuals working alone generate more ideas than groups acting in concert. Among the problems are these: Throwing in an idea for public consideration generates fear of failure, and workers looking to advance their own interests often keep their best ideas to themselves until a more opportune time.
Instead of identifying a problem and then seeking solutions, Mr. Boyd suggests turning the process around: break down successful products and processes into separate components, then study those parts to find other potential uses. This process of “systematic inventive thinking,” which evolved from the work of the Russian engineer and scientist Genrich Altschuller, creates “pre-inventive” ideas that then can be expanded into innovations.
Kapro Tools, working with an Israeli company called Systematic Inventive Thinking, used the method to create a new type of bubble level calibrated to help build gentle slopes to improve drainage. Previously, construction workers approximated the slope they wanted by placing a nail or other object under the edge of a standard level.
“Innovation is a team sport,” Mr. Boyd says. “There’s a dynamic that happens between people that produces results I just don’t see with an individual.”
Even Albert Einstein, society’s most common mental picture of genius, needed group input to hone his insights. According to “Einstein’s Mistakes” by Hans Ohanian, the great physicist’s derivation of the famous equation E=mc2 contained several errors; it wasn’t until 1911 that another scientist, Max von Laue, developed a full and correct proof.
“The best innovations occur when you have networks of people with diverse backgrounds gathering around a problem,” says Robert Fishkin, president and chief executive of Reframeit Inc., a Web 2.0 company that creates virtual space in a Web browser where users can share comments and highlights on any site. “We need to get better at collaborating in noncompetitive ways across company and organizational lines.”
THAT’S exactly what innovators at a dozen health care systems throughout the country had in mind nearly four years ago when they formed the Innovation Learning Network, says its director, Chris McCarthy. The problem, he says, is that there are so few health care innovators within each organization that introducing technologies and processes can be painstakingly slow. “We thought if we could get all these experienced folks together to push each other’s thinking continually, we’d all be better off,” he says.
What started as a grant-financed, one-year trial is now a member-financed permanent network, he says. The members bring in new technologies and experiment with them in a faux clinical setting in San Leandro, Calif.,. One of the first large-scale initiatives to arise from the network is KP MedRite, an effort at Kaiser Permanente’s 32 hospitals to ensure that nurses are not interrupted while dispensing medications. Other member health care systems have already begun to introduce the program at their sites.
By using the group’s knowledge and experience, Kaiser Permanente accomplished in less than a year what would have required roughly two years to do without the network, Mr. McCarthy says. “It was a huge jump-start for us,” he says. “The group effort allows us to move much more quickly and become successful much faster.”
Janet Rae-Dupree writes about science and emerging technology in Silicon Valley.
More Articles in Business » A version of this article appeared in print on December 7, 2008, on page BU3 of the New York edition.
For Innovators, There Is Brainpower in Numbers
By JANET RAE-DUPREE
Published: December 5, 2008
“None of us is as smart as all of us.”
— Japanese proverb
DESPITE the enduring myth of the lone genius, innovation does not take place in isolation. Truly productive invention requires the meeting of minds from myriad perspectives, even if the innovators themselves don’t always realize it.
Keith Sawyer, a researcher at Washington University in St. Louis, calls this “group genius,” and in his book of the same name he introduces a scientific method called interaction analysis to the study of creativity. Through studying verbal cues, body language and incremental adjustments during team innovation efforts, Mr. Sawyer shows that what we experience as a flash of insight has actually percolated in social interaction for quite some time.
“Innovation today isn’t a sudden break with the past, a brilliant insight that one lone outsider pushes through to save the company,” he says. “Just the opposite: innovation today is a continuous process of small and constant change, and it’s built into the culture of successful companies.”
It’s a perspective shared broadly in corporate America. Ed Catmull, president of Pixar Animation Studios and Disney Animation Studios, describes what he calls “collective creativity” in a cover article in the September issue of Harvard Business Review. “Creativity involves a large number of people from different disciplines working together to solve a great many problems,” he writes. “Creativity must be present at every level of every artistic and technical part of the organization.”
So, we all should brainstorm our way through the day, right? Wrong. That classic tool introduced by Alex Osborn in 1948 has been proved in a number of studies over the last 20 years to be far less effective than generally believed. “He had it right in terms of group process,” says Drew Boyd, a businessman based in Cincinnati who blogs and speaks often about innovation. “But he had it wrong in terms of the method.”
Brainstorming, Mr. Boyd says, is the most overused and underperforming tool in business today. Traditionally, brainstorming revolves around the false premise that to get good ideas, a group must generate a large list from which to cherry-pick. But researchers have shown repeatedly that individuals working alone generate more ideas than groups acting in concert. Among the problems are these: Throwing in an idea for public consideration generates fear of failure, and workers looking to advance their own interests often keep their best ideas to themselves until a more opportune time.
Instead of identifying a problem and then seeking solutions, Mr. Boyd suggests turning the process around: break down successful products and processes into separate components, then study those parts to find other potential uses. This process of “systematic inventive thinking,” which evolved from the work of the Russian engineer and scientist Genrich Altschuller, creates “pre-inventive” ideas that then can be expanded into innovations.
Kapro Tools, working with an Israeli company called Systematic Inventive Thinking, used the method to create a new type of bubble level calibrated to help build gentle slopes to improve drainage. Previously, construction workers approximated the slope they wanted by placing a nail or other object under the edge of a standard level.
“Innovation is a team sport,” Mr. Boyd says. “There’s a dynamic that happens between people that produces results I just don’t see with an individual.”
Even Albert Einstein, society’s most common mental picture of genius, needed group input to hone his insights. According to “Einstein’s Mistakes” by Hans Ohanian, the great physicist’s derivation of the famous equation E=mc2 contained several errors; it wasn’t until 1911 that another scientist, Max von Laue, developed a full and correct proof.
“The best innovations occur when you have networks of people with diverse backgrounds gathering around a problem,” says Robert Fishkin, president and chief executive of Reframeit Inc., a Web 2.0 company that creates virtual space in a Web browser where users can share comments and highlights on any site. “We need to get better at collaborating in noncompetitive ways across company and organizational lines.”
THAT’S exactly what innovators at a dozen health care systems throughout the country had in mind nearly four years ago when they formed the Innovation Learning Network, says its director, Chris McCarthy. The problem, he says, is that there are so few health care innovators within each organization that introducing technologies and processes can be painstakingly slow. “We thought if we could get all these experienced folks together to push each other’s thinking continually, we’d all be better off,” he says.
What started as a grant-financed, one-year trial is now a member-financed permanent network, he says. The members bring in new technologies and experiment with them in a faux clinical setting in San Leandro, Calif.,. One of the first large-scale initiatives to arise from the network is KP MedRite, an effort at Kaiser Permanente’s 32 hospitals to ensure that nurses are not interrupted while dispensing medications. Other member health care systems have already begun to introduce the program at their sites.
By using the group’s knowledge and experience, Kaiser Permanente accomplished in less than a year what would have required roughly two years to do without the network, Mr. McCarthy says. “It was a huge jump-start for us,” he says. “The group effort allows us to move much more quickly and become successful much faster.”
Janet Rae-Dupree writes about science and emerging technology in Silicon Valley.
More Articles in Business » A version of this article appeared in print on December 7, 2008, on page BU3 of the New York edition.
Monday, October 13, 2008
Report: Enterprise 2.0 Apps Will Dramatically Fall in Price
not such great news for the Enterprise 2.0 world...some of the comments are quite interesting as well.
http://www.readwriteweb.com/archives/enterprise_20_apps_fall_price.php
Report: Enterprise 2.0 Apps Will Dramatically Fall in Price
Written by Richard MacManus / October 12, 2008 7:41 PM / 12 Comments
A new report by Forrester Research states that the market for collaboration and productivity web apps in the enterprise (a.k.a. enterprise 2.0) is set for a shake-up, with prices to fall in some cases by over half. Price drops will be especially sharp in blog, wikis, social networking and widgets. The only exception is mashups, which will increase in price over the next 5 years.
Forrester says the price drops will be due to "cutthroat competition, commoditization, bundling, and subsumption", with many startups and established big companies competing for the enterprise dollar.
There is still expected to be strong adoption by enterprises of web 2.0 apps, which will result in increased license revenue. However that will be offset by the large price drops.
Which Apps Will Suffer The Most?
The outlook is particularly bleak for blogging software, which Forrester says will "fall to the lowest average cost per enterprise among Web 2.0 tools" - that's bad news for Six Apart and Automattic, both of whom have been aggressively targeting the enterprise in recent years.
Wikis are also expected to fall in price, however Forrester notes that wikis have had a strong impact on enterprises so far. So there will be more competition, but best-of-breed solutions will continue to do well. Forrester says that "well-designed, intuitive, and cheap wiki technology" will do best.
We've noted over the years that it's very tough to create an easy-to-use and intuitive wiki app, therefore we expect existing best of breed providers such as Atlassian and SocialText to continue to do well. [disclosure: SocialText is a RWW sponsor]
Widgets are expected to drop in price a bit over the next 5 years, mostly because they will become far more common place than they are now. Forrester notes that traditional enterprise applications providers like SAP and Oracle will begin to offer widget solutions for their existing customers.
Social networking is expected to see a big drop, largely due to SharePoint. Forrester states that "much like blogs and wikis, social networking is likely to be commoditized quickly over the next five years." They do hold out some hope thought for "specialized tools that focus on alumni networks, new employee orientation, and cross-department collaboration", which they think may continue to get price premiums.
The one thing we'd caution here is that SharePoint so far has proven to be a complex and difficult to use beast, so we're not so sure that easy-to-use alternatives will be commoditized by SharePoint. In theory it sounds sensible, but in practice how many people actually use SharePoint to network?
Forrester sees mashups as being very early in their market sycle, so it is optimistic pricing will increase. It states that "IT departments will prioritize mashup technology as part of portal, business intelligence, and business process management software investments as well as a major component of SOA implementations."
Update: Jeffrey McManus (no relation) asked in the comments: "Who pays anything for mash-ups or widgets?" The report notes that both aren't common - just 1.8% of North American enterprises had a widget deployment in 2008, while mashups so far have been "small isolated tests, typically limited to the IT department". There are no figures given for how much widgets and mashups will grow, although Forrester says that it "never expects widgets to find a home in more that one-third of enterprises". However there seems to be decent money in it for vendors, with an average of $26,500 per implementation for widgets in 2007 and $76,500 per deployment for mashups in the same period. Examples of current mashup platforms include JackBe, IBM, and Serena Software. Forrester expects the price for mashups to "nearly double to $143,400 per engagement by 2013."
Also in the report, podcasts are predicted to remain largely unchanged over the next five years and enterprise RSS will play "a critical role as the Web 2.0 middleware, staving off major price declines."
The graph below from Forrester summarizes all of the data:
Why Will Prices Drop?
One of the reasons is that old fear of web 2.0 companies: commoditization. As innovation gets copied and 'digested', so it becomes less of a differentiator for the innovators. As Forrester puts it in the report, "for the most part, a blog from one vendor is no better than a blog from another, eroding differentiation and price premiums."
Bundling is another threat to startups, creating "a homogenous set of competitors." Forrester seems to be suggesting that most enterprise 2.0 vendors are attempting to sell a Web Office suite: "Everyone, from blogging vendors like Six Apart to social bookmarking vendors like Connectbeam, is converging on one offering: the enterprise Web 2.0 suite." This, says Forrester, will result in an "industrywide brawl, with buyers the only guaranteed winner".
The third main factor is subsumption, which Forrester says "brings Web 2.0 technology to millions of users at little to no cost." Subsumption in this case has a similar meaning to integration. It's a tactic that the big vendors - like Microsoft, IBM, SAP and Oracle - have more easily at their disposal over startups. Forrester points out that these bigcos can easily roll Web 2.0 features into their existing software packages - in many cases at no extra cost to the user. Microsoft has been doing this with SharePoint, which has lightweight blogging and wiki tools bundled into the main product.
What's more, Microsoft has managed to partner with a number of high profile but small enterprise 2.0 vendors - such as Atlassian and Newsgator. In June we profiled 9 small companies that had launched Enterprise 2.0 offerings that integrate with SharePoint technology. So this could be viewed as another form of 'subsumption', whereby startups have to partner with big companies like Microsoft in order to compete in this highly competitive market.
Even an apparently independent startup like Zoho, which seems to be competing well with bigger companies, has to a degree partnered with bigcos - their use of Google Gears has them relying on a technology produced by Google (ok, Gears is open source, but still it is a form of reliance).
Conclusion
Overall, the trend according to Forrester is that prices for enterprise 2.0 apps will fall but that demand will continue to ramp up. We at ReadWriteWeb can't argue with the overall trend, however we think that startups still have a few tricks up their sleeves when competing against bulky and often hard to use products like SharePoint. However we've always said that partnerships - with bigcos and other startups alike - will be key to startups as they engage their bigger competitors in a crowded market.
http://www.readwriteweb.com/archives/enterprise_20_apps_fall_price.php
Report: Enterprise 2.0 Apps Will Dramatically Fall in Price
Written by Richard MacManus / October 12, 2008 7:41 PM / 12 Comments
A new report by Forrester Research states that the market for collaboration and productivity web apps in the enterprise (a.k.a. enterprise 2.0) is set for a shake-up, with prices to fall in some cases by over half. Price drops will be especially sharp in blog, wikis, social networking and widgets. The only exception is mashups, which will increase in price over the next 5 years.
Forrester says the price drops will be due to "cutthroat competition, commoditization, bundling, and subsumption", with many startups and established big companies competing for the enterprise dollar.
There is still expected to be strong adoption by enterprises of web 2.0 apps, which will result in increased license revenue. However that will be offset by the large price drops.
Which Apps Will Suffer The Most?
The outlook is particularly bleak for blogging software, which Forrester says will "fall to the lowest average cost per enterprise among Web 2.0 tools" - that's bad news for Six Apart and Automattic, both of whom have been aggressively targeting the enterprise in recent years.
Wikis are also expected to fall in price, however Forrester notes that wikis have had a strong impact on enterprises so far. So there will be more competition, but best-of-breed solutions will continue to do well. Forrester says that "well-designed, intuitive, and cheap wiki technology" will do best.
We've noted over the years that it's very tough to create an easy-to-use and intuitive wiki app, therefore we expect existing best of breed providers such as Atlassian and SocialText to continue to do well. [disclosure: SocialText is a RWW sponsor]
Widgets are expected to drop in price a bit over the next 5 years, mostly because they will become far more common place than they are now. Forrester notes that traditional enterprise applications providers like SAP and Oracle will begin to offer widget solutions for their existing customers.
Social networking is expected to see a big drop, largely due to SharePoint. Forrester states that "much like blogs and wikis, social networking is likely to be commoditized quickly over the next five years." They do hold out some hope thought for "specialized tools that focus on alumni networks, new employee orientation, and cross-department collaboration", which they think may continue to get price premiums.
The one thing we'd caution here is that SharePoint so far has proven to be a complex and difficult to use beast, so we're not so sure that easy-to-use alternatives will be commoditized by SharePoint. In theory it sounds sensible, but in practice how many people actually use SharePoint to network?
Forrester sees mashups as being very early in their market sycle, so it is optimistic pricing will increase. It states that "IT departments will prioritize mashup technology as part of portal, business intelligence, and business process management software investments as well as a major component of SOA implementations."
Update: Jeffrey McManus (no relation) asked in the comments: "Who pays anything for mash-ups or widgets?" The report notes that both aren't common - just 1.8% of North American enterprises had a widget deployment in 2008, while mashups so far have been "small isolated tests, typically limited to the IT department". There are no figures given for how much widgets and mashups will grow, although Forrester says that it "never expects widgets to find a home in more that one-third of enterprises". However there seems to be decent money in it for vendors, with an average of $26,500 per implementation for widgets in 2007 and $76,500 per deployment for mashups in the same period. Examples of current mashup platforms include JackBe, IBM, and Serena Software. Forrester expects the price for mashups to "nearly double to $143,400 per engagement by 2013."
Also in the report, podcasts are predicted to remain largely unchanged over the next five years and enterprise RSS will play "a critical role as the Web 2.0 middleware, staving off major price declines."
The graph below from Forrester summarizes all of the data:
Why Will Prices Drop?
One of the reasons is that old fear of web 2.0 companies: commoditization. As innovation gets copied and 'digested', so it becomes less of a differentiator for the innovators. As Forrester puts it in the report, "for the most part, a blog from one vendor is no better than a blog from another, eroding differentiation and price premiums."
Bundling is another threat to startups, creating "a homogenous set of competitors." Forrester seems to be suggesting that most enterprise 2.0 vendors are attempting to sell a Web Office suite: "Everyone, from blogging vendors like Six Apart to social bookmarking vendors like Connectbeam, is converging on one offering: the enterprise Web 2.0 suite." This, says Forrester, will result in an "industrywide brawl, with buyers the only guaranteed winner".
The third main factor is subsumption, which Forrester says "brings Web 2.0 technology to millions of users at little to no cost." Subsumption in this case has a similar meaning to integration. It's a tactic that the big vendors - like Microsoft, IBM, SAP and Oracle - have more easily at their disposal over startups. Forrester points out that these bigcos can easily roll Web 2.0 features into their existing software packages - in many cases at no extra cost to the user. Microsoft has been doing this with SharePoint, which has lightweight blogging and wiki tools bundled into the main product.
What's more, Microsoft has managed to partner with a number of high profile but small enterprise 2.0 vendors - such as Atlassian and Newsgator. In June we profiled 9 small companies that had launched Enterprise 2.0 offerings that integrate with SharePoint technology. So this could be viewed as another form of 'subsumption', whereby startups have to partner with big companies like Microsoft in order to compete in this highly competitive market.
Even an apparently independent startup like Zoho, which seems to be competing well with bigger companies, has to a degree partnered with bigcos - their use of Google Gears has them relying on a technology produced by Google (ok, Gears is open source, but still it is a form of reliance).
Conclusion
Overall, the trend according to Forrester is that prices for enterprise 2.0 apps will fall but that demand will continue to ramp up. We at ReadWriteWeb can't argue with the overall trend, however we think that startups still have a few tricks up their sleeves when competing against bulky and often hard to use products like SharePoint. However we've always said that partnerships - with bigcos and other startups alike - will be key to startups as they engage their bigger competitors in a crowded market.
Thursday, October 9, 2008
What Startups Can Learn from Sequoia Capital’s Doomsday Plans.
some scary words from the Sequoia Capital folks...but important lessons to learn are in here as well:
What Startups Can Learn from Sequoia Capital’s Doomsday Plans.
Om Malik, Thursday, October 9, 2008 at 11:27 AM PT Comments (0)
Last evening I had reported about a special meeting held by Sequoia Capital for its portfolio companies, warning them about a fiscal hurricane that was going to hit them, and they better figure out ways to survive what could be a big downturn.
There were some gaps in the details about that meeting, but I have been able to piece together the minutes of that meeting and what they had essentially said. Since these are second sourced details, I cannot say they are a hundred percent accurate, and as a result please use a degree of skepticism. Nevertheless, I still feel confident enough to share these details.
These were the four speakers:
Mike Moritz, General Partner, Sequoia Capital who moderated the speakers. The speakers were Eric Upin, Partner, Sequoia Capital who till recently ran the ran the $26-Billion Stanford Endowment Fund; Michael Partner, Sequoia Capital, who Sequoia’s very first hedge fund and worked at Maverick Capital and Robertson Stephens. The last speaker was as I mentioned, Doug Leone, General Partner, Sequoia Capital.
Details of what they had to say are below the fold.
Moritz Musings
Mike Mortiz kicked off the proceedings by saying that there are drastic times and that means drastic measures must be taken to survive. His message to companies was don’t worry about getting ahead instead … “we’re talking survive. Get this point into your heads.” He warned that companies need to be cash flow positive, and if they are not, then they need to get there now, because raising capital without being cash flow positive is going to be tough. He was warning that there will be a price to pay for those who hesitate to act.
Upin Says
Upin, who know a thing or two about money and markets told the room thatWe are in the beginning of a long cycle, what we call a “Secular Bear Market.” This could be a 15 year problem.” This comment was accompanied by many slides that showed historical charts of previous recessions, averaging 17 year cycles. He pointed out that issue here is not equity markets but the credit market and that will take a long time to recover. He was ominous in warning the startups that this is a global issue, not a normal time and this is a significant risk not just to growth but to personal wealth.
He advised startups make drastic changes, cut expenses and cut deep but still keep marching. “Make changes, slash expenses, cut deep and keep marching. “You can’t be a general if you turn back,” he is supposed to have said. The point he hammered in was that since you can’t manage the economy, manage everything else including your business.He had some interesting advise for starts.
* Cut spending. Cut fat. Preserve Capital.* Throw out the models, spreadsheets, because all assumptions will be wrong.* Focus on quality.* Reduce risk.Michael Beckwith
Michael Beckwith’s presentation had lots of charts and data and he pointed out that the V-shaped recovery is unlikely. He also said that the cuts in spending will accelerate in Q4 and Q1 2009, and pointed to eBay as an example.
Leone’s lessons
Doug Leone, told the group that this (downturn) was a different animal and would take “years to recover.” He was clear in pointing out that:
* unprofitable companies would have tough time raising cash, so get cash flow positive as soon as possible.* Go on the offensive and pound on your competitors’ shortcomings.* Be aggressive with your messaging and be out there. In a downturn, aggressive PR and Communications strategy is key.* Decline in M&A will mean that only lean companies with sales models that work will get bought.* On a scale between Capital Preservation and grabbing market share, he advised that everyone should be only preserving capital.
Leone other tips for companies, especially the Sequoia portfolio companies were something like this:
* Start with zero-based budgeting.* Cutting deeper is the formule to surive, and this is an era of survival of the quickest.* Make sure you have one year of cash.* If you have a product, it should reduce expenses and boost sales. If the product is ready, cut the number of enginggers.* Focus on building the absoliutely essential features in your product.* Be brutal wahen it comes to marketing — anything that isn’t working, cut it.* Kill cash burn for cash is king,* Cut base salaries on sales people and leverage them with upside.* Most importantly, be true to yourself.
Thursday, October 2, 2008
Wind leading the pack of winning Clean Tech technologies
a very interesting article based on research from right here at Stanford.
http://www.cleantechblog.com/2008/10/wind-leading-pack-of-winning-clean-tech.html
Wind leading the pack of winning Clean Tech technologies
by Marguerite Manteau-Rao
Mark Jakobson, professor of Civil and Environmental Engineering, at Stanford University, performed a thorough evaluation of energy solutions to global warming, as applied to alternative vehicle technologies. His answers may surprise you.Pr. Jakobson looked at the following energy sources:
wind turbines
battery electric vehicles
solar photovoltaics
hydrogen fuel cell vehicles
geothermal power plants
tidal turbines
wave devices
concentrated solar power
hydroelectric power plants
nuclear power plants
coal with carbon capture and sequestration
corn ethanol
flex-fuel vehicles
cellulosic ethanol
and evaluated them according to the following criteria:
resource abundance
carbon-dioxide equivalent emissions
opportunity cost emissions from planning-to-operation delays
leakage from carbon sequestration
nuclear war/terrorism emission riks from nuclear-energy
air pollution mortality
water consumption
footprint on the ground
spacing required
effects on wildlife
thermal pollution
water chemical pollution/radioactive waste
energy supply disruption
normal operating reliability
Here's the outcome:
Wind comes out the clear winner. Concentrated solar power, geothermal, solar photovoltaics, tidal, wave, are good additions to the mix. Hydroelectric is added for its load balancing ability. Nuclear and coal are less beneficial. Corn and cellulosic ethanol should not be included in policy options. Hopefully, the next administration will be wise enough to follow Pr. Jakobson's recommendation . . . and align its subsidies with the right kind of technologies.
Marguerite Manteau-Rao is a green blogger and marketing consultant on sustainability and social media. Her green blog, La Marguerite, focuses on behavioral solutions to climate change and other global sustainability issues. Marguerite is a regular contributor to The Huffington Post. Since Sarah Palin's VP nomination, she has also been impersonating Ms. Palin at What's Sarah Thinking? blog
Labels: air pollution, alternative energy, energy security bill, global warming, Mark Jacobson, solutions, vehicle technologies
http://www.cleantechblog.com/2008/10/wind-leading-pack-of-winning-clean-tech.html
Wind leading the pack of winning Clean Tech technologies
by Marguerite Manteau-Rao
Mark Jakobson, professor of Civil and Environmental Engineering, at Stanford University, performed a thorough evaluation of energy solutions to global warming, as applied to alternative vehicle technologies. His answers may surprise you.Pr. Jakobson looked at the following energy sources:
wind turbines
battery electric vehicles
solar photovoltaics
hydrogen fuel cell vehicles
geothermal power plants
tidal turbines
wave devices
concentrated solar power
hydroelectric power plants
nuclear power plants
coal with carbon capture and sequestration
corn ethanol
flex-fuel vehicles
cellulosic ethanol
and evaluated them according to the following criteria:
resource abundance
carbon-dioxide equivalent emissions
opportunity cost emissions from planning-to-operation delays
leakage from carbon sequestration
nuclear war/terrorism emission riks from nuclear-energy
air pollution mortality
water consumption
footprint on the ground
spacing required
effects on wildlife
thermal pollution
water chemical pollution/radioactive waste
energy supply disruption
normal operating reliability
Here's the outcome:
Wind comes out the clear winner. Concentrated solar power, geothermal, solar photovoltaics, tidal, wave, are good additions to the mix. Hydroelectric is added for its load balancing ability. Nuclear and coal are less beneficial. Corn and cellulosic ethanol should not be included in policy options. Hopefully, the next administration will be wise enough to follow Pr. Jakobson's recommendation . . . and align its subsidies with the right kind of technologies.
Marguerite Manteau-Rao is a green blogger and marketing consultant on sustainability and social media. Her green blog, La Marguerite, focuses on behavioral solutions to climate change and other global sustainability issues. Marguerite is a regular contributor to The Huffington Post. Since Sarah Palin's VP nomination, she has also been impersonating Ms. Palin at What's Sarah Thinking? blog
Labels: air pollution, alternative energy, energy security bill, global warming, Mark Jacobson, solutions, vehicle technologies
Wednesday, October 1, 2008
How start-ups can navigate through the falling dominoes of the economic crisis
some interesting thoughts on the current situation...
How start-ups can navigate through the falling dominoes of the economic crisis
Dean Takahashi September 30th, 2008
This week, we’ve seen one of the biggest dominoes topple in the annals of financial history. It was triggered by the failure of Congress to cut a bailout deal and the resulting collapse in the stock market. The Dow fell 7 percent in its worst day in a decade and the tech-heavy Nasdaq fell 9 percent.
Today, the stock markets recovered. But the blow to investor confidence has been registered. Comparisons to the Great Depression are plentiful. I think we can assume that even if a bailout bill gets passed, the economy is going to be hurting for some time. Given that, we can make some predictions about what’s in store for tech companies and VCs.
The economy is on life support. Banks have stopped lending. Big private equity deals that depended on bank financing are drying up. Consumers aren’t buying homes. The IPO market is more shut than ever. People are looking around for safe havens. Those havens were supposed to be in overseas markets, but banks are starting to fail around the world. The intertwined world economy could get dragged down by the U.S. The question arises, whether you are big or small: How long do you fight these trends? When do you retreat? What do you do next?
As the banks shut off lending, the effect is like damming a river. Downstream, the private equity firms won’t get commitments for big buyout deals, which were engineered only with the financial clout of banks. Venture funds won’t be able to get limited partners pouring money into their next funds. A shake-out will start to happen, gradually but at a quicker pace than before, among the VCs. Those with newly raised money will outlast the ones who can’t raise new funds because of weak returns. The supply of money to start-ups will be smaller. Fewer companies will get funding. Companies will stretch out their plans and will buy less tech gear. That, in turn, will hurt the big companies such as Microsoft, Intel, and Hewlett-Packard. They, in turn, will buy fewer start-ups. That’s bad because M&A accounts for more than 95 percent of VC exits.
Quarterly sales of IT equipment to financial companies will likely fall off a cliff. For some companies, the financial sector is a big buyer, so tech companies may pre-announce lousy quarters, forcing stocks even lower. Microsoft CEO Steve Ballmer said today that the downturn will likely affect his company’s sales. Consumer demand will dry up as workers lose their jobs or their homes. Big companies will pull back from their own investments in start-ups. They will stop taking out ads, further hurting the fledgling companies who are experimenting with ad-based revenue models. Risk taking will cease. You could say this might be a cleansing fire that makes the quality start-ups stand out. Jason Calacanis has suggested in his post dubbed “start-up depression” that 50 percent to 80 percent of current start-ups may fail. The strong ones who survive will be those that rely on old-fashioned revenues, he argues.
Maybe Calacanis’ prediction is unwarranted. Mark Heesen, president of the National Venture Capital Association, says there is a crisis for the industry in the lack of IPOs. But he doesn’t think that half of all start-ups are going to go under. Granted, he says it’s imperative that a bailout bill passes and he notes that it’s hard to predict the future. But he believes there are plenty of angels who will continue to finance big ideas among the seed-stage companies. And while a VC shake-out will pick up pace, pundits have been predicting it will happen since 2000. The reality is that the death of a VC happens over a fairly long period of time.
Fred Wilson, a partner at Union Square Ventures, also says the start-up attrition won’t be as bad as Calacanis predicts. He says that venture-backed companies will still receive funding from the VCs that backed them. That was the pattern he saw in 2000 to 2003, when VCs had to use their “dry powder” to keep start-ups going with extra rounds of funding. And he notes that many seed stage companies are just getting started. They will surface with products a few years from now, after the financial crisis has ended. This logic invokes the old saw about how seed-stage companies can “fly over the storm.” Wilson still recommends that companies cut unnecessary costs and bulk up on capital. But he believes the start-ups will keep going and that we are in a down cycle, not a depression.
The course for start-ups is complex. You have to batten down the hatches but still attempt to grow. A certain kind of sales pitch works better in this environment. If you can position your products or services as a necessity instead of a luxury in this environment, you can succeed, said Avi Basu, chief executive of New York-based Connectiva Systems. His company helps telecom carriers fight fraud and billing problems, helping to recover lost revenues. As such, telecom carriers might see the investment in Connectiva’s software as a way to boost the bottom line during a recession, despite the initial expense.
But at some point, Basu acknowledges (based on his survival of the last nuclear winter), even these kinds of strategies fail. You can cruise along at neutral during a down business cycle and expect to emerge stronger during the up cycle. You can spend more heavily if you want to gain market share during the bad times. But during a Depression or a “nuclear winter,” you have to change course and just try to survive.
At some point, if the downturn lasts long enough, everyone will be driving on fumes. VC firms that collapse won’t be saving dry powder for their start-ups. In the long term, it’s hard to see how the IPO market will get off the ground again. The boutique tech investment banks aren’t there to restore the IPOs anymore, said Mark Jensen, the partner in charge of venture capital services at Deloitte & Touche. That raises the question, who will save tech? Silicon Valley didn’t truly recover from the nuclear winter of 2001 to 2003 until Google went public in 2004. Who’s stepping up to the plate next? It probably won’t be Facebook, which is dependent on ad money that is rapidly drying up.
The valley needs another PayPal, which was one of the last pre-bust IPOs that created a lot of millionaires with money to invest in the next generation of start-ups. The Web 2.0 crowd revived Silicon Valley. And Web 2.0 was started by serial entrepreneurs, which included the founders of Friendster, MySpace, Tribe, and the PayPal mafia. The latter included characters such as Reid Hoffman, who started Linkedin; Peter Thiel, who funded Facebook; and Max Levchin, who started Slide. Then there were the Google IPO millionaires of 2004, who not only drove up housing prices in Silicon Valley but also took their riches and started new companies. It was these people, newly wealthy and full of ambitious plans, who started the valley on its recovery path. They all discovered the power of user-generated enthusiasm. They created the wave of usage that has made so many more start-ups possible. They got the optimism engine running again, creating jobs and letting people bide their time until the next great idea came along.
The severe part of the downturn may only be starting now. If Congress acts quickly, then perhaps it may feel like the downturn could be shorter. But it’s easy to get dragged down by the falling dominoes. There are fundamental weaknesses in the system, thanks to burdens such as high oil prices, the Iraq war, a crumbling healthcare system, and other bailouts in the offing.
It’s hard to see to the end of the chain reaction. It will come. We’ll hit a bottom, maybe a year or two from the point of the biggest domino’s fall — the point that Jensen calls the capitulation. Then we’ll begin the long, hard slog. I sure hope there is a marquee company that makes it all turn around faster. I don’t expect it to be one of the big companies. I’m almost certain it will be a start-up. Silicon Valley has always produced such companies. Innovation is the only thing that can sprout a new ecosystem after the fire.
How start-ups can navigate through the falling dominoes of the economic crisis
Dean Takahashi September 30th, 2008
This week, we’ve seen one of the biggest dominoes topple in the annals of financial history. It was triggered by the failure of Congress to cut a bailout deal and the resulting collapse in the stock market. The Dow fell 7 percent in its worst day in a decade and the tech-heavy Nasdaq fell 9 percent.
Today, the stock markets recovered. But the blow to investor confidence has been registered. Comparisons to the Great Depression are plentiful. I think we can assume that even if a bailout bill gets passed, the economy is going to be hurting for some time. Given that, we can make some predictions about what’s in store for tech companies and VCs.
The economy is on life support. Banks have stopped lending. Big private equity deals that depended on bank financing are drying up. Consumers aren’t buying homes. The IPO market is more shut than ever. People are looking around for safe havens. Those havens were supposed to be in overseas markets, but banks are starting to fail around the world. The intertwined world economy could get dragged down by the U.S. The question arises, whether you are big or small: How long do you fight these trends? When do you retreat? What do you do next?
As the banks shut off lending, the effect is like damming a river. Downstream, the private equity firms won’t get commitments for big buyout deals, which were engineered only with the financial clout of banks. Venture funds won’t be able to get limited partners pouring money into their next funds. A shake-out will start to happen, gradually but at a quicker pace than before, among the VCs. Those with newly raised money will outlast the ones who can’t raise new funds because of weak returns. The supply of money to start-ups will be smaller. Fewer companies will get funding. Companies will stretch out their plans and will buy less tech gear. That, in turn, will hurt the big companies such as Microsoft, Intel, and Hewlett-Packard. They, in turn, will buy fewer start-ups. That’s bad because M&A accounts for more than 95 percent of VC exits.
Quarterly sales of IT equipment to financial companies will likely fall off a cliff. For some companies, the financial sector is a big buyer, so tech companies may pre-announce lousy quarters, forcing stocks even lower. Microsoft CEO Steve Ballmer said today that the downturn will likely affect his company’s sales. Consumer demand will dry up as workers lose their jobs or their homes. Big companies will pull back from their own investments in start-ups. They will stop taking out ads, further hurting the fledgling companies who are experimenting with ad-based revenue models. Risk taking will cease. You could say this might be a cleansing fire that makes the quality start-ups stand out. Jason Calacanis has suggested in his post dubbed “start-up depression” that 50 percent to 80 percent of current start-ups may fail. The strong ones who survive will be those that rely on old-fashioned revenues, he argues.
Maybe Calacanis’ prediction is unwarranted. Mark Heesen, president of the National Venture Capital Association, says there is a crisis for the industry in the lack of IPOs. But he doesn’t think that half of all start-ups are going to go under. Granted, he says it’s imperative that a bailout bill passes and he notes that it’s hard to predict the future. But he believes there are plenty of angels who will continue to finance big ideas among the seed-stage companies. And while a VC shake-out will pick up pace, pundits have been predicting it will happen since 2000. The reality is that the death of a VC happens over a fairly long period of time.
Fred Wilson, a partner at Union Square Ventures, also says the start-up attrition won’t be as bad as Calacanis predicts. He says that venture-backed companies will still receive funding from the VCs that backed them. That was the pattern he saw in 2000 to 2003, when VCs had to use their “dry powder” to keep start-ups going with extra rounds of funding. And he notes that many seed stage companies are just getting started. They will surface with products a few years from now, after the financial crisis has ended. This logic invokes the old saw about how seed-stage companies can “fly over the storm.” Wilson still recommends that companies cut unnecessary costs and bulk up on capital. But he believes the start-ups will keep going and that we are in a down cycle, not a depression.
The course for start-ups is complex. You have to batten down the hatches but still attempt to grow. A certain kind of sales pitch works better in this environment. If you can position your products or services as a necessity instead of a luxury in this environment, you can succeed, said Avi Basu, chief executive of New York-based Connectiva Systems. His company helps telecom carriers fight fraud and billing problems, helping to recover lost revenues. As such, telecom carriers might see the investment in Connectiva’s software as a way to boost the bottom line during a recession, despite the initial expense.
But at some point, Basu acknowledges (based on his survival of the last nuclear winter), even these kinds of strategies fail. You can cruise along at neutral during a down business cycle and expect to emerge stronger during the up cycle. You can spend more heavily if you want to gain market share during the bad times. But during a Depression or a “nuclear winter,” you have to change course and just try to survive.
At some point, if the downturn lasts long enough, everyone will be driving on fumes. VC firms that collapse won’t be saving dry powder for their start-ups. In the long term, it’s hard to see how the IPO market will get off the ground again. The boutique tech investment banks aren’t there to restore the IPOs anymore, said Mark Jensen, the partner in charge of venture capital services at Deloitte & Touche. That raises the question, who will save tech? Silicon Valley didn’t truly recover from the nuclear winter of 2001 to 2003 until Google went public in 2004. Who’s stepping up to the plate next? It probably won’t be Facebook, which is dependent on ad money that is rapidly drying up.
The valley needs another PayPal, which was one of the last pre-bust IPOs that created a lot of millionaires with money to invest in the next generation of start-ups. The Web 2.0 crowd revived Silicon Valley. And Web 2.0 was started by serial entrepreneurs, which included the founders of Friendster, MySpace, Tribe, and the PayPal mafia. The latter included characters such as Reid Hoffman, who started Linkedin; Peter Thiel, who funded Facebook; and Max Levchin, who started Slide. Then there were the Google IPO millionaires of 2004, who not only drove up housing prices in Silicon Valley but also took their riches and started new companies. It was these people, newly wealthy and full of ambitious plans, who started the valley on its recovery path. They all discovered the power of user-generated enthusiasm. They created the wave of usage that has made so many more start-ups possible. They got the optimism engine running again, creating jobs and letting people bide their time until the next great idea came along.
The severe part of the downturn may only be starting now. If Congress acts quickly, then perhaps it may feel like the downturn could be shorter. But it’s easy to get dragged down by the falling dominoes. There are fundamental weaknesses in the system, thanks to burdens such as high oil prices, the Iraq war, a crumbling healthcare system, and other bailouts in the offing.
It’s hard to see to the end of the chain reaction. It will come. We’ll hit a bottom, maybe a year or two from the point of the biggest domino’s fall — the point that Jensen calls the capitulation. Then we’ll begin the long, hard slog. I sure hope there is a marquee company that makes it all turn around faster. I don’t expect it to be one of the big companies. I’m almost certain it will be a start-up. Silicon Valley has always produced such companies. Innovation is the only thing that can sprout a new ecosystem after the fire.
Tuesday, August 26, 2008
[LEGAL] How do the sample Y Combinator Series AA financing documents differ from typical Series A financing documents
Good overview and advice from our friend Yokum at WSGR - pay attention here - there's alot covered!
http://www.startupcompanylawyer.com/2008/08/23/how-do-the-sample-y-combinator-series-aa-financing-documents-differ-from-typical-series-a-financing-documents-or-whats-the-difference-between-seed-and-venture-financing-terms/
How do the sample Y Combinator Series AA financing documents differ from typical Series A financing documents (or what’s the difference between seed and venture financing terms)?
August 23, 2008
Y Combinator recently published forms of Series AA equity financing documents that YC portfolio companies have used when raising angel financing. YC provides a three month startup program for entrepreneurs twice a year in Cambridge, MA and Mountain View, CA. YC typically provides $5K plus $5K per founder of seed funding for usually 6% of the equity in common stock (which, as an aside, Sarah Lacy seems to question, but in my mind seems like something that I would jump at if I were a fledgling entrepreneur).
[Disclaimer/disclosures: Please read the disclaimer on the documents and on my website. I write this blog in my personal capacity and my opinions may differ from my colleagues. WSGR represents Y Combinator and many of its portfolio companies. I represent a YC portfolio company that provides the Chatterous application and have worked with Y Combinator founder Trevor Blackwell's company Anybots. I have also represented investors that have invested in a couple of YC portfolio companies. I may update this post in the future.]
I was planning to write a post on the differences between angel financing terms and venture capital financing terms, and thought that the YC documents provided a good opportunity to explain the differences. I’ve already noticed some commentary about the documents and decided to provide some more detailed explanations and the situations that they might be used.
If you want to review annotated Series A venture capital financing documents, please review the NVCA model venture capital financing documents. (Please note that I think that the default provisions in the NVCA documents are generally fairly investor-favorable and reflect east coast practice rather than Silicon Valley practice. I will probably write a post about these documents are some point in the future.) This post assumes that you have a basic understanding of Series A financing terms. If you don’t, please educate yourself on this site, Venture Hacks and the term sheet series by Brad Feld/Jason Mendelson, among other places.
What situations should these documents be used in?
The YC documents are probably fine in situations where the investor (i) wishes to purchase equity rather than convertible debt, (ii) is otherwise somewhat indifferent on terms other than percentage ownership of the company, liquidation preference and right of first offer in future financings, (iii) is investing at a fairly low valuation (i.e. a couple of million dollars), and (iv) is only investing a small amount (i.e. a couple hundred thousand dollars or less).
In my experience, sophisticated angel investors expect to receive a full set of Series A documents with rights essentially the same as venture capital investors, so the Series AA documents may not be acceptable in these situations. I think these documents are most appropriate in a friends and family equity seed financing. However, I believe that companies are generally better off with convertible debt rather than an equity financing at a low valuation.
Why is it called Series AA?
To differentiate it from typical “Series A” preferred stock, which comes with certain expectations with regard to rights. I’ve had clients rename their Series A, B and C to Series A-1, Series A-2 and Series A-3, so that their first institutional venture capital financing was called the Series B. There is no real rule to what a particular series of preferred stock is called (i.e. Series FF for the Founders Fund invention). I suppose that YC could have named it Series YC, instead of Series AA, for better branding.
What rights does the Series AA have in the sample YC documents?
Obviously, please read the term sheet. The primary rights in these documents, ranked in order of importance in my opinion are:
Non-participating preferred liquidation preference. The investor receives their money back and the remainder goes to the common. According to WSGR’s survey of venture financings, a non-participating preferred is in around 40% of financings, with the liquidation preference in the remainder of deals being more investor-favorable.
Limited protective provisions. Among other things, the company can’t be sold without consent of a majority of the Series AA.
Right of first offer on future financings. Please note that these documents provide that the right of first offer expires five years after the financing, which I believe is not standard (but happens to be the company-friendly default in the WSGR form of documents that the Series AA documents were based on).
Information rights. The investor receives unaudited annual and quarterly financial statements.
There are situations where an investor might receive stock with even less rights. For example, if a founder contributes a significant amount of cash (i.e. enough to buy a car) to fund the company, then I might suggest that the company issue preferred stock with a liquidation preference and no other rights to the founder, as opposed to issuing common stock. The reason for issuing preferred stock instead of common stock is to preserve a low common stock value for option grants as explained in this post, and providing the stock with a liquidation preference.
What are the primary rights that are missing from the these documents that a VC or sophisticated angel would expect?
Some people have suggested that various terms are unnecessary in early stage Series A financings. See the VentureBeat article titled “Reinventing the Series A.” In the sample YC documents, there are various terms that are missing that one would typically expect in a company-friendly Series A term sheet (i.e. one from Sequoia Capital).
Dividend preference. Deleting the dividend preference is not a big deal, as almost all startup companies don’t declare dividends. The only practical situation that I can think of where a dividend preference is beneficial to a stockholder is where a company does a partial sale of assets and wishes to distribute the proceeds to stockholders. The liquidation preference would not apply in this situation, and any distribution to stockholders would trigger the dividend preference.
Registration rights. As a practical matter, I don’t think that most investors should really care about registration rights, especially in light of the shortening of the Rule 144 holding period to 6 months. (I suppose I will write a boring post about Rule 144 at some point.)
Anti-dilution protection. Deleting anti-dilution rights saves several pages of text in the Certificate of Incorporation. Given that the Series AA is issued at a fairly low valuation, anti-dilution protection is probably not that important, as a “down round” from a low valuation in the Series AA is unlikely.
Comprehensive protective provisions. The YC documents are fairly light on protective provisions compared to a typical Series A financing.
Right of first refusal and co-sale. These rights are missing. This is probably okay assuming that the founders restricted stock purchase agreement has a right of first refusal on transfers until a liquidity event. The right of first refusal on founder stock transfers in a typical restricted stock purchase agreement is in favor of the company. (Please note that when I say typical, I mean an agreement drafted by attorneys experienced in venture financings, not the boilerplate you might get from an online incorporation service.) The typical RFR/co-sale agreement in a venture financing gives the investors a right to purchase the shares if the company does not exercise its right.
Voting agreement. An optional bracketed provision in the Certificate of Incorporation provides for a Series AA board seat. In a typical venture financing, there would also be a voting agreement that governs how specific board seats will be filled. In angel financings, I typically eliminate the voting agreement anyway and simply have a closing condition that the board consist of certain persons.
Comprehensive representations and warranties. The Series AA Preferred Stock Purchase Agreement has fairly limited reps and warranties. As a practical matter, investors don’t sue companies for a breach of reps and warranties, so reps and warrants basically serve to flush out diligence issues. In an early stage company, extensive reps and warranties are probably unnecessary.
Legal opinion. A company counsel legal opinion is missing in these documents. A legal opinion for a newly-incorporated early stage company probably doesn’t add much to the due diligence process and is probably unnecessary compared to the incremental cost to prepare.
Legal fees. Each side pays its own legal fees in these documents. Venture funds expect the company to pay investor counsel fees.
Do I need an attorney to help me complete a financing if I have these documents?
Yes. Absolutely. These documents are not intended to be “fill in the company name,” sign the docs and collect checks/wire transfers. The fact that certain rights were intentionally omitted from the documents compared to typical VC financing documents is a judgment call that requires the guidance of an experienced attorney. There are always various corporate housekeeping matters that need to be cleaned up in connection with a financing. Please don’t try to use the YC documents without working with a competent attorney.
http://www.startupcompanylawyer.com/2008/08/23/how-do-the-sample-y-combinator-series-aa-financing-documents-differ-from-typical-series-a-financing-documents-or-whats-the-difference-between-seed-and-venture-financing-terms/
How do the sample Y Combinator Series AA financing documents differ from typical Series A financing documents (or what’s the difference between seed and venture financing terms)?
August 23, 2008
Y Combinator recently published forms of Series AA equity financing documents that YC portfolio companies have used when raising angel financing. YC provides a three month startup program for entrepreneurs twice a year in Cambridge, MA and Mountain View, CA. YC typically provides $5K plus $5K per founder of seed funding for usually 6% of the equity in common stock (which, as an aside, Sarah Lacy seems to question, but in my mind seems like something that I would jump at if I were a fledgling entrepreneur).
[Disclaimer/disclosures: Please read the disclaimer on the documents and on my website. I write this blog in my personal capacity and my opinions may differ from my colleagues. WSGR represents Y Combinator and many of its portfolio companies. I represent a YC portfolio company that provides the Chatterous application and have worked with Y Combinator founder Trevor Blackwell's company Anybots. I have also represented investors that have invested in a couple of YC portfolio companies. I may update this post in the future.]
I was planning to write a post on the differences between angel financing terms and venture capital financing terms, and thought that the YC documents provided a good opportunity to explain the differences. I’ve already noticed some commentary about the documents and decided to provide some more detailed explanations and the situations that they might be used.
If you want to review annotated Series A venture capital financing documents, please review the NVCA model venture capital financing documents. (Please note that I think that the default provisions in the NVCA documents are generally fairly investor-favorable and reflect east coast practice rather than Silicon Valley practice. I will probably write a post about these documents are some point in the future.) This post assumes that you have a basic understanding of Series A financing terms. If you don’t, please educate yourself on this site, Venture Hacks and the term sheet series by Brad Feld/Jason Mendelson, among other places.
What situations should these documents be used in?
The YC documents are probably fine in situations where the investor (i) wishes to purchase equity rather than convertible debt, (ii) is otherwise somewhat indifferent on terms other than percentage ownership of the company, liquidation preference and right of first offer in future financings, (iii) is investing at a fairly low valuation (i.e. a couple of million dollars), and (iv) is only investing a small amount (i.e. a couple hundred thousand dollars or less).
In my experience, sophisticated angel investors expect to receive a full set of Series A documents with rights essentially the same as venture capital investors, so the Series AA documents may not be acceptable in these situations. I think these documents are most appropriate in a friends and family equity seed financing. However, I believe that companies are generally better off with convertible debt rather than an equity financing at a low valuation.
Why is it called Series AA?
To differentiate it from typical “Series A” preferred stock, which comes with certain expectations with regard to rights. I’ve had clients rename their Series A, B and C to Series A-1, Series A-2 and Series A-3, so that their first institutional venture capital financing was called the Series B. There is no real rule to what a particular series of preferred stock is called (i.e. Series FF for the Founders Fund invention). I suppose that YC could have named it Series YC, instead of Series AA, for better branding.
What rights does the Series AA have in the sample YC documents?
Obviously, please read the term sheet. The primary rights in these documents, ranked in order of importance in my opinion are:
Non-participating preferred liquidation preference. The investor receives their money back and the remainder goes to the common. According to WSGR’s survey of venture financings, a non-participating preferred is in around 40% of financings, with the liquidation preference in the remainder of deals being more investor-favorable.
Limited protective provisions. Among other things, the company can’t be sold without consent of a majority of the Series AA.
Right of first offer on future financings. Please note that these documents provide that the right of first offer expires five years after the financing, which I believe is not standard (but happens to be the company-friendly default in the WSGR form of documents that the Series AA documents were based on).
Information rights. The investor receives unaudited annual and quarterly financial statements.
There are situations where an investor might receive stock with even less rights. For example, if a founder contributes a significant amount of cash (i.e. enough to buy a car) to fund the company, then I might suggest that the company issue preferred stock with a liquidation preference and no other rights to the founder, as opposed to issuing common stock. The reason for issuing preferred stock instead of common stock is to preserve a low common stock value for option grants as explained in this post, and providing the stock with a liquidation preference.
What are the primary rights that are missing from the these documents that a VC or sophisticated angel would expect?
Some people have suggested that various terms are unnecessary in early stage Series A financings. See the VentureBeat article titled “Reinventing the Series A.” In the sample YC documents, there are various terms that are missing that one would typically expect in a company-friendly Series A term sheet (i.e. one from Sequoia Capital).
Dividend preference. Deleting the dividend preference is not a big deal, as almost all startup companies don’t declare dividends. The only practical situation that I can think of where a dividend preference is beneficial to a stockholder is where a company does a partial sale of assets and wishes to distribute the proceeds to stockholders. The liquidation preference would not apply in this situation, and any distribution to stockholders would trigger the dividend preference.
Registration rights. As a practical matter, I don’t think that most investors should really care about registration rights, especially in light of the shortening of the Rule 144 holding period to 6 months. (I suppose I will write a boring post about Rule 144 at some point.)
Anti-dilution protection. Deleting anti-dilution rights saves several pages of text in the Certificate of Incorporation. Given that the Series AA is issued at a fairly low valuation, anti-dilution protection is probably not that important, as a “down round” from a low valuation in the Series AA is unlikely.
Comprehensive protective provisions. The YC documents are fairly light on protective provisions compared to a typical Series A financing.
Right of first refusal and co-sale. These rights are missing. This is probably okay assuming that the founders restricted stock purchase agreement has a right of first refusal on transfers until a liquidity event. The right of first refusal on founder stock transfers in a typical restricted stock purchase agreement is in favor of the company. (Please note that when I say typical, I mean an agreement drafted by attorneys experienced in venture financings, not the boilerplate you might get from an online incorporation service.) The typical RFR/co-sale agreement in a venture financing gives the investors a right to purchase the shares if the company does not exercise its right.
Voting agreement. An optional bracketed provision in the Certificate of Incorporation provides for a Series AA board seat. In a typical venture financing, there would also be a voting agreement that governs how specific board seats will be filled. In angel financings, I typically eliminate the voting agreement anyway and simply have a closing condition that the board consist of certain persons.
Comprehensive representations and warranties. The Series AA Preferred Stock Purchase Agreement has fairly limited reps and warranties. As a practical matter, investors don’t sue companies for a breach of reps and warranties, so reps and warrants basically serve to flush out diligence issues. In an early stage company, extensive reps and warranties are probably unnecessary.
Legal opinion. A company counsel legal opinion is missing in these documents. A legal opinion for a newly-incorporated early stage company probably doesn’t add much to the due diligence process and is probably unnecessary compared to the incremental cost to prepare.
Legal fees. Each side pays its own legal fees in these documents. Venture funds expect the company to pay investor counsel fees.
Do I need an attorney to help me complete a financing if I have these documents?
Yes. Absolutely. These documents are not intended to be “fill in the company name,” sign the docs and collect checks/wire transfers. The fact that certain rights were intentionally omitted from the documents compared to typical VC financing documents is a judgment call that requires the guidance of an experienced attorney. There are always various corporate housekeeping matters that need to be cleaned up in connection with a financing. Please don’t try to use the YC documents without working with a competent attorney.
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