Showing posts with label bootstrapping. Show all posts
Showing posts with label bootstrapping. Show all posts

Sunday, January 20, 2013

Roadmap to Finding Venture Capital Investors

Many of our clients begin working with us when they are raising capital. Often they have raised some initial capital from angel investors in their country and are now looking to raise their next round from institutional investors in the United States.

And while some of the companies we work with are founded by very savvy business people, who could teach all of us a few things about raising capital, others are started by brilliant engineers with ground-breaking technology, but who don’t know how to approach the search for investment capital, in a new country in some cases. If you think you might be in that second category, here’s a roadmap that we’ve seen work well.

Build First. You should build as much as you can, and go as far as you can go with your company, using bootstrap funds or angel investment before you try to raise venture capital.

  • Likelihood of Success. If you have a product and some initial traction, you will have a far better story to tell the investors than if you just have a great idea or you are several months into developing a prototype. As you may have heard, there are many great ideas, some of them very similar even, and what makes a difference is execution. The better that you are able to demonstrate the ability of your team to execute, the more likely it is that you will get venture funding. Also, if you have skin in the game (bootstrap funds) and have attracted angel funding (friend and family), there is a greater chance that the investors will take you seriously than someone who can’t even convince those close to him to invest and who isn’t willing to risk any of his own money.

  • Valuation. The earlier that an entrepreneur brings in outside investment, the lower a valuation he can expect to receive, and therefore, the higher a percentage of his company he will have to give up for the same investment amount. Certainly a founder shouldn’t get obsessive about his ownership stake in the company in a way that will impede his ability to attract a strong team or investors. And certainly it is better to have a smaller percent of a larger (more valuable) pie than a greater percentage of a smaller pie. But if the founder has the resources to get more done prior to going out for capital, it is the smart thing to do in term of maximizing both control and ownership.

Get Organized. In preparation for raising capital, you should get your corporate house in order.

  • Why? Being organized will show the investors that you are serious about your venture and you understand the rules of engagement. It will avoid conflicts about ownership of intellectual property and equity, which can destroy a young company and the prospects of getting funding. Finally, it will streamline the investment process and the investors’ due diligence review when you do find those willing investors, because you won’t have to do last minute corporate clean-up, scrambling to organize at the last minute.

  • What to Do. If you haven’t already done so, you should (1) incorporate your company, (2) distribute equity interests in accordance with promises you made to your existing team and early investors, and (3) make sure that all intellectual property belongs to the company (and not individually to members of the team). An attorney experienced in working with startups will be able to walk you through everything that you need.

Research & Presentation Materials. To secure VC meetings and to succeed in them you have to be prepared. If a VC knows more about your space than you do, he will never invest. So make sure you do the research.

  • What should I research? For sure, know the size of your market. Know who the players are, both as far as your competition goes and your potential strategic partners. Know what market share your competitors hold, exits your competitors have had, what funding they have raised, and at what valuations. Know your monetization model (even if you pivot later as many companies do). And finally, know the investors in your space, their strengths, their specializations, their reputation, and the stage at which they like to invest. When you meet with investors, they will invariably ask why you are interested in getting funded by their fund, and you had better have a good, very specific answer!

  • Materials. Once your research is done, prepare an executive summary, a slide deck to take into meetings, and if you have the resources, a short video that demos your product. The video is to send together with your executive summary to investors. In this day and age of information overload, it will be hard to get an investor to read any materials you send with any amount of attention. Videos have a way of engaging the viewer and elicit an emotional response. Once thus engaged, there is a good chance that your executive summary will get a more thorough review.

Introductions. To get meetings with VCs, try to obtain warm introductions to the investors who invest in your space and in companies at your stage from your network. If your network doesn’t have the right contacts, don’t be shy and grow your network. Go to industry events. Read articles by industry savants and try to engage with them by commenting on their posts or sending them emails. Perhaps you will even be able to bring a few of them on as advisors. Talk to your lawyers, your accountants, your bankers. Utilize tools available to you, like alumni network groups, LinkedIn, or Facebook. Sometimes cold emails to a fund work, but that is the exception rather than the rule. Note that the best-regarded and most effective intros are from entrepreneurs that the VC has already funded. VCs are very busy people with a lot of noise being directed their way. So do what you can to make sure your executive summary gets placed at the top of the pile to the folks that you want to see it.

Relationship. Once you have had an initial meeting with a VC, don’t expect him to send you a term sheet. Remember that investors are in it for the long-haul. Would you expect a woman to decide to marry you after your first date? Before an investor commits millions of dollars to your venture and before he commits to supporting your company over the next 6, 8, or 10 years, he will want to get to know you as a person. You should want this as well! So treat each meeting as adding valuable connections to your network, connections that you should be willing to work to maintain. Don’t just ask for money. Ask for advice. Even if a VC does not invest in your company in your initial financing round, maintaining a relationship can pay dividends down the road when he invests in the second round or makes a valuable introduction because you’ve been keeping him updated on your progress.

A final note, to keep in mind that only a very, very small number of companies, generally believed to be between 0.1% and 0.2% of the companies that look for VC funding, actually secure an investment. So do the best you can, but have a contingency plan in case it does not pan out. Remember, that many highly successful companies were considered “unfundable” by the venture capital community!

Happy company making!

Inna


White Summers  Inna Efimchik, a Partner at White Summers Caffee & James LLP, specializes in assisting emerging technology companies in Silicon Valley and beyond, providing incorporation, financing, and licensing services as well as general corporate counseling.
LEGAL DISCLAIMER

Copyright Notice. The copyright for all original content in this post and any linked files is owned by Inna Efimchik. All rights are reserved.

No Attorney-Client Relationship. This post has been prepared by Inna Efimchik of White Summers for general informational purposes only. The information provided herein does not constitute advertising, a solicitation or legal advice. Neither the availability, transmission, receipt nor use of any information included herein is intended to create, or constitutes formation of, an attorney-client relationship or any other special relationship or privilege. You should not rely upon this post for any purpose without seeking legal advice from licensed attorneys in the relevant state(s).

Compliance with Laws. You agree to use the information provided herein in compliance with all applicable laws, including applicable securities laws, and you agree to indemnify and hold Inna Efimchik and White Summers Caffee & James LLP harmless from and against any and all claims, damages, losses or obligations arising from your failure to comply.

Disclaimer of Liability. ALL INFORMATION IS PROVIDED AS-IS WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THE INFORMATION IN THIS POST.

Inna Efimchik expressly disclaims all liability, loss or risk incurred as a direct or indirect consequence of the use of any information provided herein. By using any information in this post, you waive any rights or claims you may have against Inna Efimchik and White Summers Caffee & James LLP in connection therewith.




Monday, January 16, 2012

Documenting Startup Expenses by Founders

Before a fledgling company is infused with funds from angels or VCs, it typically has to rely on its founders to fund startup expenses and subsequent operations. This is commonly known as bootstrapping. I am often asked about what the proper way is, from a legal perspective, to document these early capital infusions by founders.

First and foremost, founders must keep very good records of company expenses, and never comingle their own funds with the funds of the company. The right way to fund your company in the early days is, as soon as the company has a bank account, to place the funds committed to the venture into the company's bank account and make purchases and payments from that account whenever possible. If a founder does make a purchase on behalf of the corporation on his own credit card, which is what he must do before the company is incorporated and has a bank account, there should be evidence of reimbursement from the company, so that there is no possibility of the corporate veil being pierced.

There are several ways to document initial investment by a founder into his company, and we'll walk through each one:
  1. Purchasing Equity. One way to document a capital infusion into a startup by its founder is by having the founder pay for his equity in cash.

    However, if such purchase is not carefully structured, it can create some awkwardness around the capital structure of the company and the price of common stock. For example, if a founder wants to invest $100,000 and decides to buy 4,000,000 shares of common stock (a good starting number for a solo founder), he is effectively setting the price of common stock at $0.025, which is too high by a factor of... 25x for a very early-stage start-up. Setting the price this high this early may serve as an obstacle to attracting quality employees and consultants. On the other hand, issuing himself 40,000,000 shares at $0.0025 per share is too many shares and isn't appropriate for a company just starting out.

    The other argument against this approach is: no matter how much you invest into your venture at the start, you cannot own more than 100% of it (although you can certainly own less). So if there is another way for you to purchase your shares (such as by using only a small part of the cash infusion for this purpose or by transferring IP to the company), why not provide additional consideration for the money that you, as the founder, invest?

    A note for foreign entrepreneurs: If you hail from a country with which the United States maintains a treaty of commerce and navigation, and you would like to apply for E-2 classification to come to the U.S. on an investor visa, one of the requirements will be to demonstrate a "a substantial amount of capital in a bona fide enterprise in the United States." This investment "must be subject to partial or total loss if the investment fails." In other words, the investment should be made in the form of equity and not debt. In this case, the founder could use the bulk of the investment funds to purchase preferred stock to reflect such founder's investment.

  2. Debt with Repayment. Another way to document startup investment by the founder is by a simple debt instrument, a loan obligation from the company to the founder. This does not provide a lot of upside for the founder on his investment, just the interest. On the other hand, the founder is going to get his upside through his equity stake, which is unrelated to his financial investment. Documenting startup investment by the founder on a promissory note is just a way for the founder to be repaid the money that he invested (with interest) sooner than waiting for the company to achieve a liquidity event. This mechanism can be used whether the founder invested $2,000 or $200,000 thousand into the venture.

  3. Debt with Conversion. Sometimes founders prefer to have their initial investment convert at the time of the first VC round into preferred stock (of the series sold in that round). This especially makes sense for founders who don't need to have a quick return of their investment.

    There are several advantages to holding preferred stock. First, when the company has an exit, there is a possibility, depending on the valuation of the company and the liquidiation preference of preferred stock, that the preferred holders as a group will receive a larger portion of the consideration in the sale than the holders of common stock. In fact, the holders of common stock sometimes receive nothing or next to nothing in a sale, while the preferred holders get their entire or almost entire liquidation preference.

    Holders of preferred stock are entitled to various other rights, such as a right of first refusal on new issuances, antidilution protection, information rights, etc. And preferred shares are not subject to vesting and therefore won't be repurchased if and when the founder leaves the company.

    Lastly, investors like to see founders have some skin in the game. A respectable initial investment by the founder, convertible into preferred stock tells investors that this founder is serious about the venture and is willing to put more than just his time (and personal happiness) on the table.

Happy company-making to all!

Inna

White Summers  Inna Efimchik at White Summers Caffee & James LLP, specializes in assisting emerging technology companies in Silicon Valley and beyond, providing incorporation, financing, and licensing services as well as general corporate counseling.

LEGAL DISCLAIMER

Copyright Notice. The copyright for all original content in this post and any linked files is owned by Inna Efimchik. All rights are reserved.

No Attorney-Client Relationship. This post has been prepared by Inna Efimchik of White Summers for general informational purposes only. The information provided herein does not constitute advertising, a solicitation or legal advice. Neither the availability, transmission, receipt nor use of any information included herein is intended to create, or constitutes formation of, an attorney-client relationship or any other special relationship or privilege. You should not rely upon this post for any purpose without seeking legal advice from licensed attorneys in the relevant state(s).

Compliance with Laws. You agree to use the information provided herein in compliance with all applicable laws, including applicable securities laws, and you agree to indemnify and hold Inna Efimchik and White Summers Caffee & James LLP harmless from and against any and all claims, damages, losses or obligations arising from your failure to comply.

Disclaimer of Liability. ALL INFORMATION IS PROVIDED AS-IS WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THE INFORMATION IN THIS POST.

Inna Efimchik expressly disclaims all liability, loss or risk incurred as a direct or indirect consequence of the use of any information provided herein. By using any information in this post, you waive any rights or claims you may have against Inna Efimchik and White Summers Caffee & James LLP in connection therewith.

Saturday, March 26, 2011

Women Entrepreneur Panel

Last week, I was very fortunate to attend a wonderful event graciously organized by the MIT Club of Northern California. As a Cal (UC Berkeley) alumnae through and through (undergraduate and law school), I was nonetheless able to attend, which I appreciated very much. [Is it just me, or does Cal not have a very strong alumni association here? Perhaps it's the home turf problem--we don't feel a need to coalesce because there are so many of us here in Northern California...]

Participating in the panel discussion were Amy Pressman (co-founder of Medallia), Carol Realini (founder of Obopay), and Wendy Lung (of IBM Venture Capital). Moderating the discussion was Sramana Mitra (founder of One Million by One Million).

As usual, I cannot hope to cover everything that was discussed in this very interesting and informative session, so I will try to touch on some of the topics/points, that really stood out to me.

Bootstrapping
  • No one funds concepts anymore. There are no more VC term sheets based solely on a PowerPoint (or a white-board) presentation to be had. That means, a business has to make its bootstrapping dollars stretch to cover product development and even initial customer acquisition.
  • Bootstrapping is healthy for the business. White we can bemoan the point above ad infinitum, the fact of the matter is that bootstrapping can force a young enterprise to stay narrowly focused on quality and on those things that add value. VC money can be a moral hazard! So easy to spend without any personal accountability. But when the money in play is that of the entrepreneur, his close friends and family, the purse strings stay tight, growth occurs when it is supported by infrastructure, and risks are minimized (as much as they can be in a startup).
  • Contained growth. In fact, being forced to grow at a slower rate (one supported by the revenues) allows a fledgling company to "catch up" to its growth, building the infrastructure and maintaining the culture.
  • Simple is better. An entrepreneur's life is hard enough, so whenever possible, the advice of the panelists was, simplify. If your business model can support bootstrapping, it is much simpler to operate without outside capital. The entrepreneur continues to control the board. The consensus required to get big things done is that of a smaller group. The pressures are different--a bootstrapping entrepreneur does not have to have an exit in 8 years.

Early Customer Acquisition

Since, as we said before, it is generally no longer possible to get funded based on a PowerPoint presentation alone, a company needs not just to develop a product, but to prove that there are customers willing to pay for it. The unavailability of funding early on places added significance on early customer acquisition. So what are some effective ways to get early customers?

  • Alumni networks. Once you identify your ideal customers or the "lead users" for your industry (see a case study out of MIT for a discussion on lead users), look for relevant contacts in your alumni (or other) network.
  • Customer input. It is essential to engage customers (or prospective customers) early, to take their input. (This is straight out of Steve Blank's The Four Steps to the Epiphany.)
  • Listening. When you are an evangelist for your new product, there will be plenty of people who have something to say about it. Not all of it will be feedback that is pleasant to the ear; not all of it will be encouraging; and, importantly, not all of it will be constructive. You have to listen to all of it. And you have to filter, based on who the feedback is coming from, their experience, expertise, and credibility. Naturally, feedback from domain experts and customers is more valuable than feedback from your hair stylist. An entrepreneur must develop thick skin and be ready for rejection--entrepreneurship is not a popularity contest.
  • Utilizing Channel Partners. Building channels is expensive. If you can build channel partnerships (like with IBM), your company valuation goes up. But beware--large channel partners can slow you down as well, as they don't operate in startup mode. It is very important to find stage-appropriate channel partners, starting with younger, more flexible companies to partner with.

Raising Capital

  • How much? When going out for investment capital, determine how much capital you need, then add a little on top because you are probably a little optimistic.
  • It's a process. Getting funding is always painful, whether you are a first-time entrepreneur or a seasoned one. The difference is that you can become more efficient about it.
  • Think outside the box. Sometimes the economy is such, or you are in the kind of market, that tradition VC capital funding is impossible. The trick is, not to get single-threaded about the funding process. Think of alternate funding methods and alternate investors. This can come in the form of institutional investors or channel partners. Stay persistent and creative.

Networking

It is a well-known fact that when it comes to building a business, it's not what you know, it's who you know. In today's world of information excess, the only way to get noticed is via introductions, and the only way to get relevant introductions, is to have a broad, active, and "well-networked" (for lack of a better term) network. How does one go about building a network?

  • Follow up. Sometimes you think that an introduction to a particular person is going to be determinative, and then nothing comes of it. And at other times, you may get business or referrals or something else extremely valuable to you from someone you had not expected. So, as a rule, follow up with everyone. You never know who your most valuable connections may turn out to be.
  • Meaningful Connection. It is not enough to swap business cards. We all know where those usually end up. You need to share about yourself--about your passion, your business, maybe something personal, that will stay with the person you are talking to. And, of course, you need to find out about them. Not in a way that's intrusive or obnoxious. Different people will have different comfort levels with sharing. But to the extent that they are willing to share, you should get them to talk and see if there is anything of value that you can offer.
  • Know what you want. When you are utilizing your network, don't just ask for an introduction. Have specific questions. It's more genuine. And it will yield better results.
  • No free lunch. This is kind of obvious, but no less important, all the same. You have to give something to get something. When you are networking, don't expect people to just give you business or referrals. Be proactive about offering something to them first (as a gesture of good will), whether access to your network or to information in your possession. Sometimes it's the thought (or the willingness to give) that counts more than what you've actually given.

Overall, this was a very frank and insightful discussion, with some amazing, smart, and very successful female entrepreneurs. I would like to thank the organizers for putting this together and the panelists and moderator for participating.

Inna Efimchik

Emergence Law Group  Emergence Law Group, specializing in assisting emerging technology companies in Silicon Valley and beyond, provides incorporation, financing, and licensing services as well as general corporate counseling.