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Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist is the definitive guide to venture financings. This book is for anyone who wants the insider's guide to raising money, negotiating deals, and to know what really makes venture capitalists tick. Don't believe us? Check out these recommendations:
I would highly recommend .Venture Deals. to any entrepreneur, venture capitalist, student, or casual reader who wants to get the .true scoop. on how venture deals come together and what the venture capital landscape truly looks like. The authors are not only veterans of the industry, but are willing to share their unvarnished views of what venture is all about. The reader will not find the insights shared here anywhere else. And, perhaps best of all, the authors write in an easily readable, casual style that makes the book quite fun to read.

- Craig Dauchy, Cooley LLP
Venture Deals is a must read for any entrepreneur contemplating or currently leading a venture-backed company. Brad and Jason are highly respected investors who shoot straight from the hip and tell it like it is, bringing a level of transparency to a process that is rarely well understood. Its like having a venture capitalist as a best friend who is looking out for your best interest and happy to answer all of your questions.

- Emily Mendell, Vice President of Communications, National Venture Capital Association
My biggest nightmare is taking advantage of an entrepreneur without even realizing it. It happens because VCs are experts in financings and most entrepreneurs are not. Brad and Jason are out to fix that problem with Venture Deals. This book is long overdue and badly needed.

- Fred Wilson, Union Square Ventures
A must-read book for entrepreneurs. Brad and Jason demystify the overly complex world of term sheets and M&A, cutting through the legalese and focusing on what really matters. That.s a good thing not just for entrepreneurs, but also for venture capitalists, angels and lawyers. Having an educated entrepreneur on the other side of the table means you spend your time negotiating the important issues and ultimately get to the right deal faster.

- Greg Gottesman, Managing Director, Madrona Venture Group
I've been reading and loving Brad Feld's blog for years. He's one of my favorite venture capitalists on the planet. I'm delighted Brad and Jason have written the definitive book for entrepreneurs seeking to learn about raising and going through the venture capital process.

- Bijan Sabet, Spark Capital
Feld and Mendelson pack a graduate level course into this energetic and accessible book. The authors. frank style and incisive insight make this a .must read. for high-growth company entrepreneurs, early stage investors, and graduate students. Start here if you want to understand venture capital deal structure and strategies. I enthusiastically recommend.

- Brad Bernthal, CU Boulder, Associate Clinical Professor of Law - Technology Policy, Entrepreneurial Law
The adventure of starting and growing a company can exhilarating or excruciating.or both. Feld and Mendelson have done a masterful job of shedding light on what can either become one of the most helpful or dreadful experiences for entrepreneurs.accepting venture capital into their firm. This book takes the lid off the black box and helps entrepreneurs understand the economics and control provisions of working with a venture partner.

- Lesa Mitchell, Vice President, Advancing Innovation, Kauffman Foundation
In my entrepreneurship class at Stanford, the number one topic is venture financing -- how it works and how (or even whether) to get it. There are no two better people to coach an entrepreneur through the venture process than Brad Feld and Jason Mendelson, and next to in-person guidance this book is the next best thing. I am planning to make this required reading for my class at Stanford.

- Heidi Roizen, Fenwick and West Entrepreneurship Educator, Stanford University Technology Ventures Program

Who Are Stock Certificates Issued To and When?

Q: We are a Delaware C Corp registered as a Foreign Entity in Colorado our home state and we need to figure out the answers to the following questions with regards to stock certificates.
1. Who gets stock certificates issued and when?
             My assumptions are that cash investments DO get certificates, warrants DO NOT.
             Founders and Employees with vesting schedules DO NOT get certificates, until a portion of stock is vested.

2. Do the buy and print your own certificates follow the normal process?
3. Do private C Corps file capitalization stables with the SOS?

A (Jason):

It’s a pretty simple answer, really.  If you buy the stock, you get the certificates.  So cash investors do get certificates.  Warrants and options are securities that provide the holder to exercise them later by paying for the stock at a pre determined strike price.  At the time of exercise, money is paid by the holder to the company for the stock subject to that warrant or option and then a certificate is issued.  The options can not be exercised until vested, as you suggest.

i’m not sure what “buy and print” your own certificates mean, but there is no form that you have to follow.  It just needs to be signed by the President and Secretary of the company.  Furthermore, cap table are not filed anywhere.  You may keep this information private.

 

December 11th, 2012 by     Categories: Company Creation, Fundraising, General QandA, Legal, Stock Options    

Is There More Than One Type Of Convertible Debt?

Troy Henikoff and I had lunch a month or so ago in Chicago and the conversation turned to convertible debt. I’d recently made an offer to invest in a company Troy was an investor in and the entrepreneur and I got tangled up in the definition of pre and post money in the context of existing convertible debt. In this case there were multiple traunches of convertible debt at different valuation caps. My offer was above the highest cap, but I interpreted the way the convertible debt, and pro-rata rights associated with it, worked differently than the entrepreneur did. Given the magnitude of the convertible debt, the way the debt was handled had a significant impact on the post money valuation dynamics. Ultimately, the entrepreneur and I couldn’t narrow the gap and we didn’t end up working together.

There were no hard feelings on my side (I like the entrepreneurs a lot) but it made for an interesting and awkward discussion. Troy did a great job of processing it and wrote an important, and thoughtful blog post, titled Convertible Debt: really Bridge Loans and Equity Replacement DebtIf you are an entrepreneur who is raising, or has raised, convertible debt, I encourage you to read it carefully.

In our conversation, we talked about a nuance which Troy left out – namely that the magnitude of “equity replacement debt” matters a lot. If it’s a small amount (say – $300k or less) this issue isn’t that severe. But once it gets up to $1m or more, the problem often appears in a big way. My partner Seth covered this nicely in his post That convert you raised last year is a part of your cap table.

All of those convertible debt rounds that happened in 2010, 2011, and 2012 – including a bunch of uncapped ones – are now turning into either equity rounds or unhappy situations. The more everyone on both sides understands the dynamics, the more effective the future financings, including the future convertible debt rounds, will be.

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November 28th, 2012 by     Categories: Convertible Debt     Tags:

New VC Blogger – Greg Gottesman (Madrona)

My long time friend and favorite Seattle VC Greg Gottesman has started blogging. Greg’s a great writer and super thoughtful investor so I expect his blog will be one to read and comment on. It’s certainly going to be in my daily blogroll.

Greg and I are currently on the boards of Cheezburger and Startup Weekend together. We had several shared investments over the years including both good and bad ones. I’ve always had deep respect for how Greg thinks, works, and acts. Plus, I just love hanging out with him.

Greg was half of the motive force behind bringing TechStars to Seattle. He and Andy Sack, the TechStars Managing Director, literally made it happen. Greg’s been an awesome partner in the TechStars journey and completely embraces the mentorship model and the notion of “give before you get.”

Greg – welcome to the blogosphere. It’s never too late to join.

October 10th, 2012 by     Categories: Uncategorized    

What Costs Are Considered Reimbursable To The Founders Of A Startup Company?

Q: What costs are considered reimbursable to the founder of a start-up company?  More specifically, if the founder has been boot-strapping his company since inception, and he agrees to a series a term sheet with a VC firm, are the operational costs incurred by the founder between this time and the closing of the round reimbursable to the founder? For example: The founder of a consumer product company and a VC firm agree to a term sheet in July.  The round doesn’t close until October or November due to raising additional capital for the round, attorney delays, etc.  In the interim, the founder continues to self-fund the day-to-day operations of the business – packaging design, inventory, PR firm, etc.  What expenses can the founder expect – if any – to get paid back out of the series a funding?

This varies widely and is fundamentally a negotiation between the new investors and the founders who have incurred the expenses. The four variables are:

  1. Amount of expenses
  2. Amount of funding being raised
  3. How the expenses have been accounted for
  4. Attitude / style of the investor

As the amount of expenses increases, the willingness of the investor to reimburse for any of them decreases. This is directly linked to the amount of funding being raised. For example, if $1m is being raised and the expenses are $50k, an investor will likely be ok with 5% of the funding getting paid back to reimburse the founders. However, if $1m is being raised and the expenses are $500k, it’s unlikely that an investor will be ok with 50% of the proceeds going to paying founders back for expenses that have already been incurred.

How the expenses have been accounted for also matters a little, if only for optics. If it has been treated as debt advanced to the company by the founders and is documented in an arms length transaction, it sometimes has more impact on the investors. The issues of amounts far outweighs the structural issues, but the structural issues sometimes signal that there was an intent to see the money get paid back at the close of the financing.

Finally, the attitude and style of the investor matters the most. Some investors are adamantly opposed to the idea of paying the founders back any expenses and view this simply as contributed capital to the business. Other investors will view this as part of the investment required by the founders to justify the pre-money valuation. Other investors will simply not want any of their new investment to pay for past expenses. In contrast, you’ll run across other investors who are more flexible, or who are happy to get a little more money into the company at what they believe is a relatively low valuation.

Ultimately, there is no rule – it’s just part of the negotiation.

September 10th, 2012 by     Categories: Fundraising     Tags: , ,

McClure on Scaling Venture Capital

Dave McClure has a great post up today titled VC Evolution: Physician, Scale Thyself. It’s a long ramble, as is Dave’s style, on a bunch of issues around the evolution of how VC works and scales. I’m an investor in Dave’s fund and have believed in him from the beginning so it’s cool to see him continue to push the edge of things.

While Foundry Group has a very different strategy than 500 Startups, an awesome thing about Dave and 500 Startups is that they HAVE a strategy, which many VC firms don’t.

August 16th, 2012 by     Categories: VC Post of the Day     Tags: , ,

Do You Need To File A Form D With A Financing?

It used to be the case that whenever a private company did a financing, it filed a Form D with the SEC in order to comply with Regulation D. Suddenly, I’m hearing of lots of situations, especially in seed and Series A financings, where companies are no longer filing Form D. Apparently a number of law firms have decided that a Form D filing is no longer mandatory. After checking with some entrepreneurs who haven’t filed a Form D, their motivation is that they want to keep their financing “secret” so they can stay in a stealth mode for longer.

Jason Mendelson just wrote a post on his blog titled Why is Everyone Hatin’ on Form D? In it he explains the groundrules.

Regulation D requires a filing, but per Rule 507, if you don’t file it, doesn’t eliminate your ability to rely on RegD for the financing.   Therefore a company that wants to be stealth and elects against the advice not to file the Form D is violating an SEC rule, but it doesn’t jeopardize the offering exemption.  4(2) always exists, but that is factual, and in these very early rounds you may have small angels or others who are tricky.

Jason goes on to explain the implications and downsides of not filing. In the comments, Bart Dillashaw weighs in on the best reason to file Form D (it preempts all of the individual state securities laws and regulations.)

Both Jason and I feel strongly you should just suck it up and file Form D. I am completely confused by the advice some lawyers are giving about the reasons not to file. And I am concerned that some VCs are supporting what we think is bad legal advice and this will ultimately come back to haunt some entrepreneurs.

August 14th, 2012 by     Categories: Legal     Tags: , , , ,

Joe Kraus’ Caller ID Test

I love it when Joe Kraus blogs. I don’t know Joe very well – mostly through my partner Ryan McIntyre (who was Joe’s partner at Excite) but I’ve greatly enjoyed our deep dinner time conversation (the last one I remember was a Vegas one that was the Dick Costolo / Eric Lunt leaving Google party which was – eek – a long time ago).

Joe’s blog today is called The Caller ID Test. TechStars Boulder Demo Day starts in 25 minutes and this post is super relevant for everyone in the room – both entrepreneurs and investors. It’s a simple one – when you see the caller ID from the person on the phone, do you want to answer? If not, think hard about what that means.

August 9th, 2012 by     Categories: VC Post of the Day     Tags: , ,

A New Angel Investing Strategy

Dave Balter, the CEO of BzzAgent, founder of Smarterer, and an active angel investor has a guest post up on OnStartups about his approach to angel investing. It’s titled Shorter Flights at Lower Heights: The Right Way To Angel Invest and is definitely worth a read if you are an angel investor.

I have a different strategy that has some overlap that I’ve written about at Suggestions for Angel Investors.

The bottom line for both posts is simple: Don’t act like a VC investor – you are playing a different game.

July 12th, 2012 by     Categories: Angel Investing     Tags: ,

Josh Breinlinger: Why VCs Lie

I discovered Josh Breinlinger’s blog this morning via a tweet from @stefanobernardi. I added it to the Ask the VC blogroll and read through VCs are liars. And so am I. And – Josh is right – it’s super hard to say “you suck” or “your team sucks” as a reason for passing.

I’ve written more about this in the post on Feld Thoughts titled It’s Hard To Tell Someone They Suck.

June 15th, 2012 by     Categories: VC Post of the Day     Tags: , ,

Pro-rata Rights For Angels

Joanne Wilson (aka Gotham Gal) has an outstanding post today titled Pro-rata rights. In it she makes two important points about angel investing.

  1. She won’t do a deal if the legal documents aren’t good.
  2. She won’t do a deal if she doesn’t get pro-rata rights.

She then goes on to discuss a thing that happens continually in VC deals. When VCs invest in rounds, they set a threshold for “major investors” and, if you aren’t a major investor, you lose your pro-rata rights. In Joanne’s case, she hates this because her angel strategy is to maintain her pro-rata through the life of the company.

As a VC investor, I always insist on pro-rata rights. I did also when I invested as an angel, although my angel strategy was to invest in only the first two rounds. As an angel, I’d do the seed round, then one more round if needed, and then I’d stop. Occasionally I’d do a later round, especially if my investment was needed for positive signaling, or if it was a down round because of some circumstance, but I still believed in the company.

I know many VC investors who aggressively cut angels out of the pro-rata rights in later rounds. I’ve ended up deals where that’s in the docs, almost always driven by someone else. I’m generally indifferent – I’m delighted to have angels continue to participate if they want, and not if they don’t (my personal syndication agnostic view that I’ve talked about on Feld Thoughts many times.)

As an angel, it’s important to know the lay of the land and how it coud impact you in the future. Joanne does an awesome job of laying to the issue of pro-rata rights in this post – go read it now.

June 13th, 2012 by     Categories: Terms     Tags: , , ,