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I figured that a “you’re being lied to” post about some startup funding topic would be a great Sharks post for Tumblr. The specifics were a little too easy to find. VentureBeat is distributing some bad, bad info to startups here. I’ve re-ordered the author’s bullet points to make things easier.
Good
* Avoid giving investors more than a 1x liquidation preference, and try to ensure that it is “non participating” (i.e., after the investors’ preference is taken, all remaining proceeds are allocated only to the holders of common stock).
* Don’t give investors Series-A-type control rights. A VC should expect to receive one board seat, but not to control the board, following a seed financing. Also, while it is customary to give investors voting “block” rights on financings and on a sale of the company, entrepreneurs should avoid granting voting rights that give VCs blocks on operational matters at this stage.
* Keep other “investor rights” to a minimum. For example, try to avoid granting demand registration rights, ROFRs on founder stock transfers or drag-along rights.
Bad, but an easy mistake for an attorney to make
* Beware of the negative market perception that results when the VC that seeded your company declines to participate in the Series A. This happens. Raise this issue with the seed VC early on to assess the risk of this happening, and always keep your communication channels open with other VCs interested in what you are doing.
If an decent-sized institutional VC participates in your seed funding, the situation is far more predictable than appears here. The next round had better be pretty big, and you’d better treat the VC like they are the presumptive lead investor. If both conditions aren’t met, the VC will be disruptive — because acting that way is their job. You should expect them to be diligent and conscientious in performing that job.
Just Bad, Bad, Bad, and he musta known it
* Don’t give away too much of the company too early. VCs shouldn’t expect more than around 20-40% of a raw start-up when investing seed-stage.
If you are selling more than 25% of your company in the seed round, you really need to decide whether to continue at all. If you sell more than a quarter of you company at this early stage, your likelihood of making real money is too tiny to both with. Please note that, my priority is entirely founder-wealth creation. The civic and other qualitative benefits of the startup aren’t something one can include in an objective framework.
* Many VCs will want a “super-pro rata” right in seed deals, giving the VC the right to increase its ownership percentage in the next round. This is not necessarily unreasonable, but take care to ensure that in agreeing to super pro-ratas the company is leaving room for a new VC to lead the next round.
Never, ever sell super pro-rata rights. Unless that investor owns a completely trivial fraction of the company, it puts them completely in control of all future funding and therefore the startup.
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