Venture Deals Book: Smarter Strategies for Startups & Entrepreneurs - Negotiate Like a Pro with Investors and Lawyers | Business Funding Guide for Tech Startups & Small Businesses
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An engaging guide to excelling in today's venture capital arenaBeginning in 2005, Brad Feld and Jason Mendelson, managing directors at Foundry Group, wrote a long series of blog posts describing all the parts of a typical venture capital Term Sheet: a document which outlines key financial and other terms of a proposed investment. Since this time, they've seen the series used as the basis for a number of college courses, and have been thanked by thousands of people who have used the information to gain a better understanding of the venture capital field.Drawn from the past work Feld and Mendelson have written about in their blog and augmented with newer material, Venture Capital Financings puts this discipline in perspective and lays out the strategies that allow entrepreneurs to excel in their start-up companies. Page by page, this book discusses all facets of the venture capital fundraising process. Along the way, Feld and Mendelson touch on everything from how valuations are set to what externalities venture capitalists face that factor into entrepreneurs' businesses.Includes a breakdown analysis of the mechanics of a Term Sheet and the tactics needed to negotiateDetails the different stages of the venture capital process, from starting a venture and seeing it through to the later stagesExplores the entire venture capital ecosystem including those who invest in venture capitalistContain standard documents that are used in these transactionsWritten by two highly regarded experts in the world of venture capitalThe venture capital arena is a complex and competitive place, but with this book as your guide, you'll discover what it takes to make your way through it. Q&A with Co-Authors Brad Feld and Jason Mendelson Co-Author Jason Mendelson I understand that VCs have primarily four functions they perform: raising funds, screening and investing in new businesses, managing current portfolio companies and some level of investor relations and internal operations. How do you divide your work day? One of the great things about this job is that there is no “standard day.” Every day is different and the division of time reflects that. It's really hard to say what a typical day is like. Even typical weeks are hard to describe. It all depends on a particular partner's portfolio is doing and what their role is in the firm. Some partners have operational responsibilities internal to the firm itself, some don't. In short, you could ask 100 VCs this answer and have 100 different answers. If you forced me to put some percentages on the table, I'd say a normal yearly time allocation (assuming that fundraising is not happening) might look something like this: Screening, Analysis and Execution: 45% Current Company monitoring: 45% Investor Relations / Operations / Other: 10% With a number of great companies being born of ideas coming from a youthful group of entrepreneurs, what advice do you have for the young person seeking to build a team of "time-tested, battle-hardened" professionals? We think young-entrepreneurs are great. In fact, we like spending time with the younger set so much that we are active mentors and investors with Techstars. And certainly with our fund, we wouldn't hesitate to fund a first-time entrepreneur with a great idea. Co-Author Brad Feld I think the key to being a young entrepreneur is being self aware. Know what you know and also know what you don't. If you can communicate to a prospective investor that you are smart, have a great idea AND are emotionally intelligent and realize what other skills sets you'll need to surround yourself with, then I don't think being young and / or inexperienced will hurt your chances. In fact, youthful exuberance is infectious and sometimes younger folks will think outside the box more often than older ones who are set in their ways. Are you aware of any VCs that have funded founders that have failed at their previous ventures? Absolutely. Me! And many other VCs. Failure is a normal part of entrepreneurship which I've written about extensively in my blog. My favorite entrepreneurs to fund are those that have had at least one success and one failure. While it is a cliche, failure teaches the big lessons. Most importantly, entrepreneurs that have some failure under their belt have humility and perspective that I think is deeply useful in the creation of the company. There is a perspective – promoted by some people – that the best serial entrepreneurs have never been unsuccessful. This is a myth – the vast majority of successful entrepreneurs who I know have a long string of failures in their past. Why don't VCs invest in real estate? We don’t invest in real estate because we don’t know what we are doing in that market. Okay, that was a little glib, but it’s true. VCs don’t / shouldn’t invest in sectors and themes that they don’t understand. Outside of some folks that I know who made some shrewd residential moves with their personal properties, I’d not want to trust my money to a VC doing a pure-play real estate deal.
Customer Reviews
I was very pleased to receive an advance copy of Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist the other day. After reading it, I've concluded that it's like having a super-mentor on your shelf.I have been extraordinarily fortunate throughout my career to have been blessed with amazing mentors. Men like Will Harvey and Steve Blank have been there to help me, encourage me, and push me to do better. For any entrepreneur, these super-mentors are one of the secret weapons that can make a difference: answering difficult questions, making key introductions, or offering sage advice.However, there is one thing that the best mentors do which is most important: they can help you figure out what the $@%@$ is going on. When things get really tricky, often we find ourselves asking the wrong questions, or not even knowing enough to ask.When raising money, for example, you might think that most negotiations happen in a rational way, over just a few deal points that have a clear meaning. You might think that "company valuation" refers, naturally, to how much your company is - you know - valued. But this kind of thinking will get you in trouble fast. Because in reality, these negotiations hinge on hundreds of hidden factors, incentives, and sources of agency bias. Nothing is straightforward, especially if you haven't done it before. These are the moments when the truly great mentors stand out in their ability to cut through the BS and help you understand the motivations and systems that are driving seemingly incomprehensible behavior.All of this is by way of saying that if you already have a mentor of the caliber of a Steve Blank or Brad Feld on speed-dial, you probably don't need to read Brad's new book Venture Deals.What's that you say? You don't - or you're not sure? Well then, you absolutely, positively, without-any-doubt have to read Brad's new book Venture Deals.When I received my advance copy, I was a little worried. I generally try and stay away from topics like "how to raise VC" or "how to sell your company" because the startup landscape is already saturated with tips and tricks. And reading a term sheet has all the entertainment value of watching dried paint get even drier.But Venture Deals is quite a surprise: it's readable, engaging, and addresses issues way below the surface.It is not a how-to manual or a collection of tips. It's an in-depth explanation of what the @$%$ is going on when an entrepreneur considers raising money or doing an M&A transaction. And even if you don't think you're going to do that for your startup, this is very valuable information to have - because you never know who might approach you in the future. This is a book you'll want to have handy, just in case.I've dealt with a bunch of different kinds of investors over the years, from so-called "dumb money" all the way up. The hardest thing to understand when working with them is that they are subject to forces and incentives that are rarely disclosed openly. When I came to Silicon Valley, I was inducted into a body of accumulated wisdom about how to handle them. This is the same advice I hand down again to entrepreneurs who are seeking my counsel. That advice is completely consistent with what's contained in Venture Deals.For example, the right way to think about a term sheet is as a negotiation over just two things: economics and control. Everything in a term sheet is negotiable - if and only if you already have sufficient leverage. (Do you know the sources of leverage in a VC deal? Wouldn't you like to?) There are many founder-friendly terms you can push for, from automatic acceleration to reduced vesting - but each risks reducing the alignment of interests between founders and investors. And even if you're an old pro at raising money, you're likely to find a few surprises in here. Are you sure you know the formula for how your VC reserves capital for your future rounds (I didn't)?And even the most battle-tested entrepreneur would be forgiven if they were a little confused by the following bit of poetry in a term sheet:"Antidilution Provisions: The conversion price of the Series A Preferred will be subject to a narrow-based weighted average adjustment to reduce dilution in the event that the Company issues additional equity secuities..."Now even though us old pros know that there are different kinds of antidilution provisions, are you absolutely sure you remember which one is the good kind and which is the horrible kind that caused all those problems in 2001? Are you sure your lawyer will catch it if the formula isn't quite right? Wouldn't you rather be sure? I've lived through a crisis where a company's antidilution provisions kicked in and nobody could agree on how the formula was to be interpreted. I wish I'd had this book on my shelf back then.Which brings me back to my claim at the top about having a super-mentor in book form. Venture Deals explains not just what to do but why it works that way. Every VC term sheet I've ever seen has come with a claim that its terms are all "entirely standard" and "as simple as possible" - whether it was one page or a dozen pages long. That can be frustrating, but what do you do about it? Which terms really are standard for good reasons, which are standard for bad reasons, and which are just gotchas designed to skew the negotiation?Venture Deals has negotiating tips, same as other books, but - much, much more importantly - its negotiating section is called What Really Matters? When you're in the thick of it, only a truly great mentor can tell you which provisions are negotiable, which are negotiable-but, and which are really non-negotiable. ("negotiable-but" means you can possibly win that fight, but it will damage your reputation in the process.)Now, it's important to keep in mind that Brad and Jason are themselves VC's, albeit ones with an entrepreneur-friendly reputation. So you always have to take their advice - like anyone's - with a grain of salt. But they've thought of that, too. Throughout the book, they've given space for brief commentaries by an experienced entrepreneur, Matt Blumberg, CEO of Return Path. In several places he gives an important counterpoint to Brad and Jason's perspective. It's a combination that is unique to this book.I hope all of you who are reading this - no matter where you live, no matter what kind of company you have - will one day get to make the pilgrimage to Sand Hill Road in Silicon Valley, or another famous startup hub. It's an exhilarating experience. But it's not without its risks. As the old saying goes, "watch your wallet." And bring your copy of Venture Deals.
