“Your first stop if raising money!”

– Adam Smith, Founder of Xobni

The rumors are true. You can buy Pitching Hacks in paperback, for $19. And you can still buy the good old-fashioned PDF for $9. Get them here.

So far, we’ve sold about 700 copies of Pitching Hacks and gotten great reviews. But we want to sell even more.

So we’re selling it in paperback. And we’ve added a short new section on Pitching Resources, with links to great blog posts we wish we had written. And we’re giving away the first two chapters of the book for free. You can find the new Pitching Resources section and free chapters here:

Link: Pitching Hacks Preview (pdf)

Buy Pitching Hacks here.

Thanks to Atlas Venture for supporting Venture Hacks this month. This post is by Fred Destin, one of Atlas’ general partners. If you like it, check out Fred’s blog and tweets @fdestin. And if you want an intro to Atlas, send me an email. I’ll put you in touch if there’s a fit. Thanks. – Nivi

In Part 1, I discussed a few of the term sheet clauses that entrepreneurs should absolutely avoid; the wrong tradeoffs which later expose them to really “losing” their company. There are rational explanations for all of these, but, as we know, hell is paved with good intentions. Here are some more pathways to hell…

“Thank You and Good Luck” for options: Limited exercise period

I am going to get some of my colleagues mad at me here. I see many stock options plans where, when employees leave the company, they have a short time window (usually 3 months) to exercise the options they have vested. This means they have to pay the strike price that the options were issued at and acquire the shares (strike price could be $3 for shares valued at $4 at the last round).

That forces startup employees to fork out cash and often crystallizes tax liabilities. It feels harsh to me. I think options should be exercisable over long periods of time, so people who have contributed to the wealth creation process can exercise when the value is realized (i.e. the company is sold) and it becomes a cash-less exercise for them.

Things I cannot get too excited about

Multiple liquidation preferences: This means investors get a multiple of their money back before you see anything. I don’t like these conceptually, they feel very un-venture to me, but they are only part of the deal. If you push super hard for a $100M valuation but have to accept multiple liquidation preferences as a trade-off, it’s your call. If the company goes public (at which point preferred shares convert into ordinary shares and the liquidation preferences disappear), you win. If the liquidation preferences are negotiated away in a subsequent round of financing, you win. Personally, I have a strong preference for simple terms at the right price from the outset.

Cumulative dividends: Sometimes an 8% dividend is slapped on, and it accrues over time when it isn’t paid. Again, this is not appropriate for most venture deals, but it may be part of an acceptable trade-off.

The trap of complexity

More than anything else, I find the real danger is complexity. When you need 3 full days of modeling to come to grips with a cap table, or when no-one can agree anymore on how clauses should be applied, you are in trouble. You will spend more time discussing internally how clauses should be applied than focusing on that critical acquisition you should be closing. I have seen cases where you needed robust macros to model outcomes. How about adding an exit-value-dependent management carve-out to a participating liquidation preference reverting linearly above 3X return on top of a French legal requirement that the first 10% gets distributed to all shareholders equally ? I have modeled this and it’s simply not worth it.

Value is not created by arcane legal language but by nailing business execution and growth. Keep it simple and keep yourself focused on the right elements.

Get good advice (duh!)

I was at Seedcamp on the VC panel with Fred Wilson and a few others recently and there was a lot of talk about terms and how not to get screwed (evil evil VCs…). I will repeat the advice I gave then: you want to protect yourself adequately, get a good lawyer. You will not out-compete us on terms negotiation. I use Tina Baker at Brown Rudnick in the UK and Karen Noel / Olivier Edwards at Morgan Lewis in Paris; they are great, go talk to them.

Having said that, it is completely your responsibility to understand what you are signing, and it is up to you to push back. Read the documents, ask questions about everything you do not understand. Ask your lawyer: where does this document create risk for me, both on my income stream and my ownership. How does this go wrong and how do I protect against it? This is advice you are seeking, not an outsourcing service.

And remember, there is no such thing as standard terms. May the force be with you.

If you like this post, check out Fred’s blog and his tweets @fdestin. If you want an intro to Atlas, send me an email. I’ll put you in touch if there’s a fit. Finally, contact me if you’re interested in supporting Venture Hacks. Thanks. – Nivi

This post is by Mark Suster, a partner at GRP Partners. If you like it, check out Mark’s blog with startup advice and his tweets @msuster. And if you want an intro to Mark, send me an email. I’ll put you in touch if there’s a fit. Thanks. – Nivi

One of the questions I’m most often asked as a VC is what I’m looking for in an investment. For me I’ve stated publicly that 70% of my investment decision is the team and most of this is skewed toward the founders. I’ve watched people who went to the top schools, got the best grades and worked for all the right companies flame out.

So what skills does it take to be a successful entrepreneur? What attributes am I looking for during the process? Having been through the experience as an entrepreneur twice myself, I have developed a list of what I think it takes.

1. Tenacity

Tenacity is probably the most important attribute in an entrepreneur. It’s the person who never gives up — who never accepts “no” for an answer. The world is filled with doubters who say that things can’t be done and then pronounce after the fact that they “knew it all along.” Look at Google. You think that anybody really believed 1999 that two young kids out of Stanford had a shot at unseating Yahoo!, Excite, Ask Jeeves and Lycos? Yeah, right. Trust me, whatever you want to build you’ll be told by most VC’s something like, “Social networking has already been done,” “You’ll never get a telecom carrier deal done,” or “Google already has a product in this area.” You’ll be told by the people you want to recruit that they’re not sure about joining, by a landlord that you’ll need a year’s deposit or by a potential business development partner that they’re too busy to work with you, “come back in 6 months.”

If you’re already running a startup you know all this. But some founders have that extra quality that makes them never give up. At times it goes as far as being chutzpah. And I see this extra dose of tenacity in only about 1 of 10 entrepreneurs that I see. And if you’re not naturally one of these people you probably know it, too. You see that peer who always pushes things further than you normally would. What are you going to get further out of your comfort zone and be more tenacious? It is really what separates the wheat from the chaff.

I once had a debate with a prominent VC on a panel. The moderator asked the question, “if an entrepreneur writes an email to a VC and doesn’t hear back what should they do?” This VC responded, “Move on. Next on the checklist. He’s not interested.” Without much thought I shot back, “That’s the worst advice I’ve ever heard someone give an entrepreneur.” Doh. I almost couldn’t believe I had blurted it out, but what came out of my mouth was so heartfelt that it just rolled out.

If you fold at the first un-returned email what hope do you have as an entrepreneur? As an entrepreneur, people aren’t going to respond to you and it’s your responsibility to politely and assertively stay on people’s radar screen. You no longer work for Google, Oracle, Salesforce.com or McKinsey where everybody calls you back. You had no idea how important that brand name was until you left it behind. Your customers don’t care that you went to Standford, Harvard or MIT. It’s just you now. And frankly if you went to a state college in Florida you’re at no disadvantage in the tenacity column. Persistence will pay off.

2. Street Smarts

OK, so you’re a tenacious person — you never give up. Well obviously that’s meaningless if your startup idea sucks. I don’t think it takes book smart people to build great companies — sometimes it’s a hindrance. But you do have to be a smart person and I personally prefer street smarts. I’m looking for the person that just “gets it.” They know instinctively how customers buy and how to excite them. They have a sixth sense for the competitors’ weaknesses. They spot opportunities that aren’t being met and the design products to meet these needs.

Because they’re street smart, most great entrepreneurs tend to prefer getting out and talking with real customers rather than sitting in a cubicle all day doing beautiful PowerPoint slides. And when they walk in my office and present you can tell that they know what they’re talking about. You can practically hear the “voice of the customer” when they’re presenting their concept.

I often tell people that I’m looking for people who weren’t born with a silver spoon in their mouths. I like people who aren’t worried about the social consequences of doing something they’re not supposed to. That’s why I personally believe many immigrants or children of immigrants fare well in business. It never occurs to them to play by the same rules as everybody else; in fact, I’m not sure if they even know what the “rules” are. It leads many of these people to be more street smart than those defined by convention.

3. Ability to Pivot

I don’t like to invest in people that I’ve never met before who come through my office wanting to have a term sheet within 30 days. I don’t think most VC’s do. Yes, there is the mythical company you all heard about that walked into Sequoia and had a term sheet 24 hours later. I’m sure that happens. But in most situations a VC will want to be able to judge how you perform over time. It’s what prompted my post on how to build relationships with VCs.

VCs often tell entrepreneurs that they want to see “traction” before they’re ready to invest. What I believe they really want is longer to get to know you. And part of what they’re looking for is how you adapt to the business you’re building over time. Every entrepreneur starts with an idea that they believe makes sense. But then your customers start using your products, your competitors come out with new offerings and your business partners decide to launch a similar product rather than working with you. You’re forced to “pivot” on a regular basis. The best entrepreneurs get market feedback regularly and change their approach based on the latest information. The best entrepreneurs seek advice from everybody they need, learn lessons and make minor adjustments on a monthly basis.

This is the reason that I’m personally not that anal about your financial model. I’ve stated publicly that you MUST have a financial model because it serves as your ongoing compass and strategy but it will change on a regular basis during your first 2 years. So much so that your financial model 2 years out won’t resemble your starting model at all!

So, for me, seeing how you respond to market challenges, what you learn and how you adapt is one of the most critical pieces of information I can collect about whether or not I want to invest in your company.

4. Resiliency

I like to say that “being an entrepreneur is really sexy… for those who have never done it.” The reality is that it’s lonely, hard work, high pressure and filled with mundane tasks. It’s a gritty existence. In the grand scheme of things no matter how hard you work and despite your appearance on the TechCrunch50 stage, no one seems to really care. That next round of investment is proving difficult. Customers are harder to sign than you want.  Journalists have just written an article that wasn’t favorable. Your competitors just announced positive news. You’ve got 8 weeks of cash left and one of your employees just asked you to fill out a form so she can buy a house.

Every day you go home and face self-doubt but you’ve got to come back in the morning strong. Your employees are looking in your eyes for signs of weakness and self-doubt. They believe in you and they draw strength from you. You’ve got to be able to come out of unsuccessful VC meetings, pull your socks up, and go into the next pitch. You’ve got to accept customer losses as learning experiences and see how you can improve next time. You’ve got to see your product weaknesses and plug them. You’ve got to hear all of the doubters, and the world is FILLED with doubters, and still not give up. Resilience is one of the tell tale signs of an entrepreneur.

As a VC, if I can tell that you’ve survived tough times and you don’t appear beaten down that’s a huge plus. People always think that the big, successful brands they know were huge success stories from day one. GRP Partners funded Starbucks and Costco. I can tell you both were less than 30 days from bankruptcy early in their lives. They were survivors. One of the most famous case of resiliency in the US history is Abe Lincoln. If you haven’t seen how many setbacks Abe had before becoming president check out the link.

Or, more succinctly, from Sir Winston Churchill, “Success is the ability to go from one failure to another with no loss of enthusiasm.” (quote via David Fishman)

5. Inspiration

As an entrepreneur you’re always under-resourced. You want to hire a crack team of developers but you haven’t raised enough money yet. You want that key marketing resource from Google but he’s on a fat salary that you can’t match. You’re trying to get your contacts to get you that introduction to Ron Conway to sprinkle his legitimacy on your company through an angel investment. All of these things are nearly impossible for most entrepreneurs. And tenacity alone won’t yield positive results.

Often entrepreneurs show me their management team slides with the names of the people who are going to join him once they’re funded. I usually jokingly respond, “maybe you’re not an entrepreneur?” This always gets people to sit up straight 😉 I say, “listen, nearly every successful entrepreneur I’ve ever met has a certain ‘X-Factor’ about them that makes people take notice. I know that these people who you want to join you are in comfortable positions at brand name companies and don’t want to take the risk of joining you. But when the right entrepreneur comes along they think, ‘I’ve got to join this person now. I think this is going to be hugely successful and I don’t want to miss the opportunity.'”

The best entrepreneurs are like that. When you’re around them it’s almost contagious. They are passionate about what they’re doing, they’re confident about their success and they’re driven to make it happen. Sure, they have self doubt when they’re alone looking in the mirror, but you’d never know it from seeing them in the office. And what you need to know is that for every chart you put up with the people who are going to join you when you’re funded, I see companies that have actually gotten the team on board with no more cash in the bank than you have.

Whenever I’m watching someone present to me I’m often thinking to myself, “Can this person inspire others?” And inspiration is so important because not only is it required to hire and lead your team, but it’s required to get customers to work with you when, by all means, they should not. You’ve got less than 6 months cash in the bank and your product isn’t really fully baked. But they have confidence that you’ll get there even if they don’t acknowledge this to themselves. TechCrunch is going to cover you. They probably shouldn’t because you’re a bit more hype than reality right now. But they sense your trajectory. They get a sixth sense that you’re going to pull this thing off. Inspiration goes a long way in business.

To be continued in Part 2 with perspiration, detail orientation, decisiveness, and more. If you like this post, check out Mark’s blog and his tweets @msuster. If you want an intro to Mark, send me an email. I’ll put you in touch if there’s a fit. – Nivi

“nicely done as always. i can count on one hand the number of daily emails worth signing up for.”

Matt Oesterle, Sweepery

Startup News is two weeks old today. I want to share some stats and thoughts about the product.

If you haven’t seen it yet, Startup News is a daily digest of our tweets, with links to the best startup advice on the Web. You can subscribe via email or RSS. It looks like this:

Stats

300 folks have subscribed in two weeks. Almost half of them subscribe via email, the other half subscribe via RSS. Every time I mention Startup News on this blog, we get more subscribers.

In the past, we could never get more than 50 people to subscribe to an RSS feed of our tweets (that’s the flat part on the left side of the graph). Re-positioning the same content as a daily digest made the difference.

If you like the advice on this blog, you’ll like the advice in our tweets. But lots of people don’t use Twitter. And those who do don’t catch all our links. I’ve been searching for a way to get our tweets into your hands and I think this daily digest is a great solution.

Creating a daily digest of your own

If you’ve got interesting tweets, there’s demand for a daily digest. Put one together and tell your subscribers/followers about it. It’s easy to do with FeedBurner (to handle the email and RSS subscriptions) and Twitter Digest (to create a daily digest of your tweets).

Subscribe

If you haven’t checked out Startup News, try it for a week and see if you like it: subscribe via email or RSS.

If you want us to consider including one of your posts in Startup News, submit it to Hacker News — we read it every day. Or tweet it and include: “Tip @venturehacks”.

Investors often dismiss startups with the refrain, “That’s a feature, not a product.” I do the same. They usually mean that the feature, by itself, will not be adopted by consumers — the value proposition is too simple or narrow.

But sometimes the feature is the product.

Was Twitter a feature or a product? Google? PayPal?

They’re obviously products now. But before they were adopted by millions. Feature or product? Isn’t Twitter “just” the status message feature from Facebook? Isn’t Google “just” the search feature from Yahoo?

Sometimes the feature is the product

This isn’t surprising if you know a little bit about Eric Ries’ pivots:

“In a feature pivot, we select out a specific feature from our current product and reorient the whole company around that. A good example is Paypal realizing that their customers were gravitating to the email-payments part of their original solution, and ignoring the complex PDA-based cryptography solution. In order to do this kind of pivot, you need to pay close attention to what customers are really doing, not what you think they should do. It also requires abandoning the extra features that make it hard for new customers to discover what’s really valuable about the new, simplified solution [emphasis added].”

Or if you know about Sean Ellis’ gratifying experiences:

“The majority of our project focus at 12in6 recently has been helping startups find their core user perceived value and exposing it in messaging optimized for response. Your objective should be to remove complexity from the initial user experience and messaging in order to highlight this core user perceived value. Often this means burying or even completely eliminating features that don’t relate to this gratifying experience [emphasis added].”

How can you tell if a feature is really a product?

You can wait for customers to start adopting it, see if they love it, and then try to jump in as an investor or an employee.

What if you don’t want to wait for customers to love it? Then you’ve got two options:

  1. Invest in lots of startups like Y Combinator or Ron Conway — expect most of them to fail and a few to succeed wildly.
  2. Work with a team that knows how to implement the theories of Eric Ries, Sean Ellis, and Steve Blank. Bet on the team and plan to pivot your way to product/market fit. Needing to seem certain about the future, so you can recruit and raise money, works against this approach.

Those are the only ways I know how.

What other features were really products? Posterous comes to mind.

Image Credit: Jack Dorsey

Slowly, slowly, we’ve been making improvements to the Venture Hacks website:

1. Popular Posts

They said this widget would make us famous. They lied. And still, we’ve added our most popular posts to the sidebar:

This is a great place to start looking through our archives — especially if you’re new to the site. It’s like high school for blog posts.

2. About Us

We’ve added a whole damn page about us:

Finally, you can meet the guys who write this baloney.

3. Supporter Posts

This baby displays the latest post from our current supporter:

Fred Destin‘s the name. VC’s the game.

4. Product Page

The coup de grâce: all of our products in one convenient product page:

This is easily the most fabulous place to peruse our free and paid products.

How can we make our site better for you?

Thanks to Atlas Venture for supporting Venture Hacks this month. This post is by Fred Destin, one of Atlas’ general partners. If you like it, check out Fred’s blog and tweets @fdestin. And if you want an intro to Atlas, send me an email. I’ll put you in touch if there’s a fit. Thanks. – Nivi

If you believe the blogosphere chatter, the entrepreneur-VC relationship seems strained like at no time in the past. The discussion seems to veer towards the “good versus evil” myth of creepy financiers intent on screwing polymath entrepreneurs out of their hard-earned wealth. Good-versus-evil is not a very constructive way of framing complex debates (remember “the war on terror” and the “axis of evil”?). Most sour VC-entrepreneurs relationships are simply partnerships gone bad, and divorce is never a pretty experience.

I see a lot of misguided commentary out there focused on the wrong issues, such as “how can you ask for liquidation preferences and call yourself entrepreneur friendly?” I am happy to answer that one if you are interested.

What I wanted to do here instead is focus on a few of the clauses that entrepreneurs should absolutely avoid; the wrong tradeoffs which later expose them to really “losing” their company. There are rational explanations for all of these, but as we know hell is paved with good intentions. Here are some of the pathways to hell:

Now we own you: Full ratchet anti-dilution

Anti-dilution says “your company has no tangible value and as result I accept 20% ownership today but if we don’t create value I want some protection on potential share price reduction”. This protection is embodied in a clause called anti-dilution protection which results in additional “bonus” shares being issued where there is a down-round, i.e. a subsequent financing at a lower price per share. You can attack this clause conceptually but if VCs did not have any form of anti-dilution they would set the initial price lower. In other words, you as entrepreneur are getting less diluted today but with some ownership risk if company value goes down (at least that’s the theory, would be interesting to see how prices adjust without anti-dilution).

Anti-dilution is usually mild. Broad-based weighted average anti-dilution says that a number of anti-dilution shares are issued (or the conversion price of the preference shares is adjusted) based on a formula nicely explained by Brad Feld back in 2005.

Here is how you can get really screwed: there is one version of anti-dilution whereby the number of shares issued to the investor is FULLY readjusted if subsequent financings are downrounds. Say you raise $1M at $10 per share and hence issue 100,000 shares to your VC, in exchange for 10% of your company. The next round is at $5 per share; the original VC now gets an additional 100,000 shares issued; in the original cap table, he now owns 20% of your business, before the new money comes in.

This gets nasty when serious money has been raised. Imagine the following happens: the pre-money valuation on your next round is less than the cash you raised previously. Say your company is in difficulty and raises $10M at $10M pre-money, having raised $10M previously. Because the anti-dilution calculation is iterative, guess what, the share price mathematically converges to… zero. Legally it will be set at the par value, say €0.0001.

Your ownership just evaporated.

If your VC understands how the world works, you will sit around the table and hammer out some deal. But your negotiating position is weak. If on top of that a new CEO has been hired, the rational optimisation is to keep as much equity free for the new sheriff in town and not for the original entrepreneur. You are now relying on people’s ethics, sense of fairness, or belief that long-term you don’t build venture firms by screwing entrepreneurs. In, say, 75% of cases, good luck — few people really believe in win-win in these situations.

Note that there is usually a shared responsibility in full-ratchet: the entrepreneur is obsessed with maximising the headline number and accepts anti-dilution as a tradeoff (“OK, I will agree to this silly price but you better not screw up”). Often a Pyrrhic victory.

“Thank You and Good Luck”: Reverse vesting without good leaver clause

First, let me state that reverse vesting matters to me. I would not do a deal without some form of reverse vesting. Here’s why: I invest in three founders, two of which work hard and one of which decides to leave to open a restaurant. I (and his co-founders) are screwed. The guy or girl who left gets a free ride on the back of everyone else. He needs to be replaced, for which additional stock options are required. This is why reverse vesting exists.

The usual reverse vesting that you will find in our term-sheet is: quarterly reverse vesting of founder stock over 4 years. This is watered down or adapted based on individual circumstances.

I have seen cases where reverse vesting is not qualified: you leave the company, you lose your stock. That is a very toxic clause, and you should never accept it. You are now fire-able at will and there is even an economic incentive to do so. Unfair and abusive.

So don’t find reverse vesting per se, but fight on the details. Can a percentage of your stock be considered yours? Probably. Make sure there is a good leaver / bad leaver clause. You get fired for cause, you lose some. You decide to leave, you lose some. The company decides it does not want you around anymore, you keep it. The need to be watchful of the details; sometimes you will be asked to sell your stock at “fair market value” when you leave, or at last round price etc. Negotiate hard.

Continued in Part 2 with limited exercise period options, multiple liquidation preferences, cumulative dividends, and the trap of complexity…

If you like this post, check out Fred’s blog and his tweets @fdestin. If you want an intro to Atlas, send me an email. I’ll put you in touch if there’s a fit. Finally, contact me if you’re interested in supporting Venture Hacks. Thanks. – Nivi

Startup thoughts:

Every action in a startup increases or decreases money, time-to-live, and morale.

If you thought product development was hard, wait until you try to distribute it.

“To succeed in business, you have to have a genuine interest in profitability. And most people don’t.” – Derek Sivers

“We didn’t get here by playing the rules of the game. We got here by setting the rules of the game.” – Chris Albrecht, CEO HBO

If you want more links and quotes, sign up for our daily digest of Startup News via email or RSS.

We received a lot of good questions and feedback on How to pick a co-founder:

Is two co-founders the only way to go? How do we split up the company? Who’s the boss? How do I know when to compromise on a co-founder?

So Naval and I recorded a 40-minute interview to answer your questions, explain how to pick co-founders in detail, and describe not only what to do, but how and why to do it.

The interview comes in two versions: Mini and Pro.

Mini

The Mini version of the interview is free. It includes the first 5 questions of the interview — audio and transcript. Voila:

Audio: Mini interview with chapters (for iPod, iPhone, iTunes)
Audio: Mini interview without chapters (MP3, works anywhere)
Transcript: How to pick a co-founder (Mini) (PDF)

Pro

The Pro version is $9. Fuck that, it’s free. It includes the full interview, with all 16 questions plus:

  • A nicely-formatted 48-page transcript. Here’s a sample.
  • An MP3 you can download for your portable device or media player. Here’s a sample.
  • Chapters, so you can jump to the part of the interview you want. This only works on iPods, iPhones, and iTunes. Here’s a sample.
  • Your money back if you don’t like the interview.
  • THAT AWESOME FEELING OF BEING A PRO.

Questions

Here are the questions we cover in the interview:

  1. How many co-founders?
  2. How do you create a history together?
  3. How should you divide up the company?
  4. Who’s the boss?
  5. Do you even need a CEO?
  6. What skills do you need on the founding team?
  7. Why do you need aligned motivations?
  8. Should I compromise on a co-founder?
  9. Why should I partner with a nice guy?
  10. How can I tell if the other guy is a good builder/seller?
  11. How do I convince someone to partner with me?
  12. What if my co-founder needs a salary?
  13. Where do I find a co-founder?
  14. How do I start a business with family?
  15. How do I start a business with friends?
  16. How many co-founders? (Redux)

[Read more →]

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