When to Bring Up Valuation

If you want to scare off VCs, start your pitch with “we are looking to raise $X at a pre-money valuation of $Y”.   Stating how much you want to raise is fine and recommended.  In fact, even better to state how much you want to raise and how long that amount will last.

However, stating a desired pre-money valuation early in the process is not a good idea.  Here is why.  There are typically just a handful of pivotal terms in a VC deal and they fall into 2 categories:  control terms (like special voting rights for the Preferred Stock and board seats) and economic rights (like liquidation preferences, anti-dilution protection, whether the preferred shares are participating or not, and………pre-money valuation).

In my view, starting off a VC relationship by diving into perhaps the most critical economic term is kind of like, well, moving too fast on a first date.  The good discussion will happen, but give the relationship a while to mature first.  Seriously, pre-money valuation is a function of many things (team strength, size of market, IP, hotness of sector, etc.) that will not all be readily apparent at the beginning.

So, my suggestion is to not bring up pre-money valuation unless (i) asked by the VC or (ii) the relationship has matured to a point where you can sense that a term sheet is likely.  If a VC asks for your input early on in the process about pre-money valuation, be skeptical and careful in your response.  If you give an actual number and it is too high, you have just given that VC a reason to say no (as in “why do I want to deal with an entrepreneur whose expectations are out of whack with my reality”).  Instead, I suggest something like this:  “We expect a valuation commensurate with our state of product readiness and company maturity.  We look forward to discussing that in more detail when your interest level merits”.

Answers to the question that I think are likely unproductive (again, I am talking about early discussions when you are building the relationship), include:   “$6.5mm is expected to buy 25% of the company”.   That is saying exactly what the expected pre-money valuation is.   Or, “Our post-money of our Series A was $10mm”.   No question that a pre-money for the Series B might be above $10mm, but it all depends on a bunch of factors that need time to flesh out.

Bottom line:  valuation discussions too early in the VC relationship game are a huge distraction and will likely backfire on you.   The exception is when you have a ton of interest (the VCs are just crawling over you).  That demand will accelerate the relationship building and the valuation discussion.

The Twitter “Patent Hack”

Every once in a while I read a post that just cries out “re-post”.  Today, Fred Wilson wrote about the Twitter “Patent Hack”.  The post is not extraordinary.  Twitter is extraordinary for its actions.

In a nut shell, when an employee works for a company, that employee signs an assignment of inventions agreement.  This means that inventions that the employee creates on the job are owned by the company.  I hope that you see this as an obvious necessity.  The company is paying the employee to create and the company needs those creations to function and operate.

Twitter has its employees sign assignment agreements (really, every employer has its employees sign them assuming they have good legal input).  BUT, what Twitter has done is to tweak its assignment form to say that it will only use the inventions so assigned for defensive purposes in the event it is later sued for patent infringement.  So, it will use inventions, particularly those that get embodied in a software-based patent, to defend against an infringement claim.

Importantly, Twitter will not use any such inventions (again, think patents) to offensively go after a competitor that might be infringing.  Twitter does not want to stymie innovation by its competitors in the software space.  And, even further, would require any buyer of the Twitter patents (for example, a buyer of Twitter in an acquisition) to get the original inventor’s (i.e., the Twitter employee who originally assigned the invention to Twitter) consent to use the patents offensively.

This is really interesting.  Plain and simple, Twitter is trying to start to de-claw patent trolls in the software patent realm.   I like what they are doing as it applies to software patents.  Truly innovative!

Lessons Learned from Bill Gross

26 minutes is a long time to me, particularly when it is spent watching a video on startup lessons learned.  Well, I just spent 26 minutes and 14 seconds watching Bill Gross at LeWeb 2011 (from December 2011) talk about some lessons learned.  Fortunately he used excellent examples so I was really content watching the entire thing!

My first exposure to Bill Gross was back in 1996 when I represented (as a lawyer) a company from Ithaca in which IdeaLab invested (that company was sold to Microsoft for $50mm about 6 months after the investment).  IdeaLab was then, and still is, Bill’s startup incubator (truly an incubator and not an accelerator).  Anyway, I did not meet Bill then and have not met him to this day.  In fact, many of the things that I have heard about Bill from others are not too flattering.  So, needless to say, I had a preconceived notion of Bill Gross in my brain.  Perhaps that is why I clicked on the video link when it landed in my inbox (thanks to a friend of mine for sending it to me).  In any event, it is a super video and I am looking forward to recommending it over and over again.

Here it is:  Bill Gross LeWeb 2011 video.   Enjoy.

Startups and Wrestling Part II

Last year around this time I wrote about startups and wrestling.  You can see that post here.   I am not going to revisit the company building analogies as the prior post covers them well.

Instead, the analogy of winning a national championship and an exit event are on my mind.  The NCAA Division I wrestling championships were just held in St. Louis on March 15, 16 and 17th.  Although not able to attend in person this year, I did watch a lot of the action on TV and ESPN3.  My kids (10 and 6) also love to watch wrestling for some reason so they got their large doses as well.  Anyway, the NCAA championship tournament is both a team competition and an individual competition.   There are 10 weight classes (from 125 pounds up to heavy weight, which is basically big guys in the 240 to 270 pound range).  Last year, Cornell had one individual champion (Kyle Dake at 149 pounds) and came in second to Penn State in the overall team standings.  

Winning a team championship or multiple individual championships in the same year makes winning the startup success game look……well…..almost easy.   This year, Cornell scored more points in the team standings than ever before in the history of Cornell wrestling.  And Cornell only got 4th place in the team competition.   The competition is just intense (like startups).  No one was disappointed, but in retrospect you have better odds of getting a company to a successful exit than winning a team championship!!  The competition is astounding and the necessity for an overall team effort from the entire team is critical.  Sounds familiar.  Penn State won the team title again this year because just about all their wrestlers went deep in the tournament and got points for the team.  All oars pulling hard.  Really an incredible feat for Penn State.  They dominated all around.  The same way the best of the best can dominate in the startup world and eventually mature into a powerhouse public company (think Apple or Google).

Cornell had 3 individual champions (Steve Bosak at 184 pounds, Cam Simaz at 197 pounds and Kyle Dake at 157 pounds).  Steve Bosak beat a Penn State wrestler to whom he previously lost 3 times.   Cam was ranked number 1 going in and proved why!  And Kyle, who was also ranked number 1, is the first wrestler in NCAA history to win championships in 3 different weight classes (freshman year at 141, sophomore year at 149 and junior year at 157; next year should be BIG for him too).   So, Cornell had 3 individual champions.  So did Penn State.  The second and third place teams only had 1 each.  Having multiple individual champions is like getting to an IPO or big acquisition exit!

The road to the NCAA wrestling tournament is grueling.  The fall individual season, followed by the winter team dual meets, followed by spring regionals and then nationals.  Constantly getting whacked around, constantly training hours and hours a day, and constantly enduring ups and downs.  Sounds like a startup.  Sounds like being an entrepreneur.  Truly grueling at times, but the rewards can be unbelievable!

If you are in the mood for some inspiration, check out these videos of interviews with the Cornell champions, coaches and teammates.

CONGRATS to Cornell wrestling!!  Awesome job getting your IPO.

The Roller Coaster

I am guessing that you all have heard the analogy of startups and roller coasters.  Old news  – boring.

This morning I was reading Fred Wilson’s post and came across a depiction much better than a roller coaster.  Fred did not invent this depiction.  Apparently Paul Graham did.  Regardless, they call it “the process”.   Here it is: The Process

This graphic truly resonates with me.  In particular I like the LONG span between “TechCrunch of Initiation” and “The Promised Land”.  Many of the companies get great publicity early on (conference PR, news stories, “top startup in XYZ category”, etc.).  And while I have no issue with the great publicity, I don’t get too excited by it.  I sometimes have to temper my reactions to good press to tone down my sarcastic instincts.  The press is not worth too much unless the company gets to product sales and ultimately nicely profitable product sales…..unless of course we are talking about the lucky case where a company is sold as a pure technology play (not too common).

The Process is a great depiction of the roller coaster, only much better stated and direct.  Enjoying the ride can be a challenge some days!