Category Archives: Venture Capital

Why forced mergers in the eCommerce space is a good thing

Right now there are many distraught entrepreneurs and industry watchers who are either a) saying “I told you so” or b) saying “this is bad for startups”, when they read the latest “forced merger” between several eCommerce companies. While many felt it started with Flipkart and Letsbuy, the most recent BabyOye and Hoopos has more commentary on the negative side.

While we in India, have been witness to these mergers only in the last few years, this has been happening in the valley for eons  The new age name given to some of these funded startup exits is acqui-hire. Somehow acqui-hire in the valley is great and forced mergers in India is not.

There are and were many naysayers when there was a raft of funding in the eCommerce space a few years ago. Many folks were right about unsustainable business models, rampant discounting, unsustainable customer acquisition costs, etc. To them I say:

From Alfred Lord Tennyson’s poem In Memoriam : 27, 1850

“‘Tis better to have loved and lost
Than never to have loved at all.”

The eCommerce bubble in India has created a new set of entrepreneurs. They did it with other people’s money. No one really lost except for the LP’s who I am sure are now once bitten, twice shy about returns from Indian startups.

Honestly though, I have talked to 5 Limited partners at large organizations who are disappointed with returns from Indian Venture capital, but also realize they dont really have much of a choice but to stay invested.

There are some that claim that other deserving entrepreneurs, who were working on non eCommerce startups, were ignored during the eCommerce bubble. That’s absolutely nonsense.

In India over the last 3-5 years, if you were a good entrepreneur with a good business, great team and chasing a large market, you were able to raise money. The ones that did not get funding, either were chasing smaller markets, were going to grow slowly or were not sufficiently good teams.

Now what do I claim that mergers are good for Indian startups?

1. They help companies and their employees consolidate to create one large player in a mid-sized to big market, instead of 10 players chasing the same market and being extremely competitive.

2. They provide a means of employment for the many employees at those companies who were not the founders or the investors.

3. They give hope to the many entrepreneurs in the making that you can have a “failure” and still be considered for another opportunity in a startup.

4. It provides the investors an opportunity to consolidate their portfolio and hence double down on their winners, without spreading themselves too thin. That way the remaining portfolio companies win.

5. It frees up time from several investors having to spend time on middle-of-the-road companies, and gives them more time to spend chasing new opportunities.

6. It is easier to merge a company in India than it is to shutdown. The process to shutdown a company is also a lot more expensive.

Anything I missed on the other goodness from the eCommerce forced mergers?

What should you expect from an accelerator?

I have written previously about how to evaluate accelerators and choosing the right accelerator since there are so many of them these days and also about what the goal of an accelerator is.

I wanted to share somethings that entrepreneurs should expect from an accelerator from a perspective of a startup founder. I think the best thing that has happened is that so many accelerators have opened in the last few years. Similar to eCommerce companies in 2010-11, I expect many to close or shut down within the next 2-3 years.

There are 3 top things an entrepreneur needs according to me:

1. Access to customers: Whether it is beta customers for feedback, early adopters for providing traction (paying customers) or larger customer for growth, startups thrive on customers. Depending on the stage of your company, if an accelerator does not help you get customers, they are not doing their job. That’s the first lens I would adopt to judge accelerators. If you have access to customers, you can practically write your own destiny. If all the accelerator does is provide advice on getting customers but does not provide introductions to customers, or have customers be ready to adopt and review your platform, you are not going to get much traction or be “accelerated”.

2. Access to talent: In India, for startups, good development talent is hard to get , marketing & sales talent is harder and design talent is extremely challenging to get on board. If your accelerator does not help you with talent sourcing or provide talent in house to help you tide these critical areas when you need them most, you should run away. I have heard the notion that the graduates of the accelerator will help you, but entrepreneurs helping other entrepreneurs by providing time  is not very sustainable. Most of the very successful startups and their executives are extremely busy. While a sense of pay-it-forward does exist, its just not sustainable is what I have found. There’s no substitute for dedicated people to help you with development issues, help you with User experience and design (mockups, wireframes, HTML/CSS development and information architecture) or marketing talent to roll up their sleeves and run campaigns.

3. Access to capital for growth: While I am personally not a big fan of funding as a metric for accelerators to gauge their success, capital is nonetheless needed to grow and thrive, especially in India, where most founders are not serial, successful entrepreneurs or those that come from a “rich family”. So look for an accelerator that provides you an extensive and wide set of investors from seed to early stage and from venture to growth. If all the accelerator does is “showcase you in front of several investors” but does not actively nudge investors to help take a closer look at your company, I dont think they are doing their job.

There are several other things that matter which include a support system of the existing entrepreneur network from their previous batches, access to meetings internationally that possibly help get some global exposure, and a great space to work from, besides other things. However if you dont have access to customers, talent and capital, there’s no value in joining an accelerator.

What I learned from attending 5 Venture capital outreach events

Blume Ventures, Accel, Matrix partners, Nexus partners and Bessemer Venture partners all had their CEO meetings and invited between 100 and 200 portfolio company CEO’s, angel investors, entrepreneurs and other venture investors to the meeting. Most of these meetings were held in Bangalore, (Blume did others in Mumbai and Delhi, and BVP in Mumbai). The format of the meetings was fairly similar – cocktails, an introduction to the fund, a few select portfolio company CEO’s either in a panel or individually on stage talking about their company or industry trends, and finally dinner and networking.

Of the 200+ people in each event, about 120 are the usual suspects ( these numbers are my own guesstimate, not very accurate, but in the ballpark). They include some up-and-coming entrepreneurs, media folks, wallflowers and other luminaries.

These events are both a way for folks to catch up and network, and also for the fund to showcase potential CEO’s to later stage investors for follow on rounds.

The most interesting are the 50-60 folks who are “new entrants” – they are wannabe entrepreneurs, “friends of the venture firm” – typically large company executives who they are trying to either get on the advisory list of their invested companies, or keep the close so they can be the first source of funding when the executives decide to “start something”.

Meet these folks and you quickly get a sense for the firms “proprietary dealflow”. While most of them may not like to acknowledge it, regardless of their “sector neutral” stance, their biases show very clearly.

Although most of the VC’s claim to dig “wide and far” to source deals, and spend a lot of time on planes, they rarely go outside their comfort zone. That’s on an individual basis. I dont think its because they dont have the intent. They also dont have the time to make and maintain new relationships.

Why does this matter for you the entrepreneur?

Say you are an entrepreneur looking for the next round of investment after your initial seed round. The first thing you have to realize is most of these firms prefer being “the first institutional check” into the company.

So remember what I mentioned earlier – Dig your well before you are thirsty.

If you are looking for a round of funding in 6 months, its ideal to start creating a top 5 list of individuals in each firm (not VC firms, but individuals within the firm) who will be on your target list. Then meet and network with their executive list – those 50+ folks I mentioned before. They are the most likely to perform the due diligence on your company before the VC invests.

Each VC firm has their top 50 folks, so technically in India, there are not more than 500 of these folks (after accounting for the fact that some of them overlap VC firms). If you take into account your specific sector and area, I suspect there are not more than 10 people you will have to meet.

These are the taste makers. They are not entrepreneurs, but the ones who will have a strong “No” on deals. Their yes may not translate into an investment, but their no will surely kill it.

Have you attended any of these? What other observations did you derive from these events?

How to get to 1000 startups in India ever year

I will be on a panel with several others at the IAMAI conference next week for the India Digital Summit and the discussion is about how to make 1000 digital startups happen annually in India.

I thought I’d put some thoughts together and get some opinions before I present at the panel.

Currently there are less than half that number of product companies being started each year.

There are various issues across the funnel, but I’ll focus on the #1 issue, which I believe is at the top of the funnel.

Great product entrepreneurs starting great companies.

I wanted to pick a specific example from our accelerator: two of the most amazing hackers and geeks I have worked with – Melchi and Aditya co-founded Cloud Infra after 6 years at Google here in India, building high quality products.

I would fund them just given their background and the quality of hackers they are. Regardless of what they are developing.

Anyplace else (Valley) they would have been funded first and then they would have been asked questions. I worked with them for 4 months.They are amazing.

India needs more of them to increase the number of startups from 500 to 1000.

Unfortunately that’s not happening and is not going to happen.

I may get a lot of brickbats for this statement, but:

I believe the best product entrepreneurs should have built & shipped a world-class product before they start a company.

If you have worked in a services company it does not count. Period.

There are very few software product companies in India – in fact fewer than 20 are really good. Of those 20, many, including Google, are cutting back on hiring and investing in India.

That’s just awful.

Yahoo, Zoho & InMobi in particular have contributed a LOT to the product startup ecosystem in India, given how many good developers they have helped groom.

If you worked at any of these product software companies a few years ago, then you are a candidate for a high quality product startup in India.

Granted, a small number of these folks are actually starting companies, but that can be fixed.

The trouble is there are not too many of them in the first place.

And the bigger issue is that the Google’s and Facebook’s of the world are preferring to hire more folks in the valley.

In fact many of the top IIT graduates who get jobs at Google and Facebook are moving to the valley. 2 years ago they’d be working here in India.

To get 1000+ digital startups each year in India, we have to work on making sure world-class digital software companies hire more of our top people here in India.

I dont think tax breaks will provide them any more incentive to hire here.

I also believe there are enough quality folks here in India they can hire.

I’d love some ideas on what will make them hire more people of high caliber in India and keep them here. I’d love to see them not cut back on hiring in India.

What are your ideas on how we can get these companies to hire great engineering talent in India?

Getting funded by US investors vs. Indian investors – a perspective

This is another post to force the debate. I have heard many Indian entrepreneurs say that they would rather be funded by a US investor than and Indian investor. In fact most would prefer specific Silicon Valley investors.

There are many pros and cons to both Indian and Silicon Valley investors.

Lets do the valley first.

Pros:

1. Investors move quickly. They make no decisions fast and yes decisions faster. Some companies (Cucumber town for instance) have been known to take a few days or upto a month to raise a seed round of $300K.

2. Investors are willing to invest in breakthrough ideas, instead of me-toos. In fact they have deep liking for disruptive ideas.

3. Willing to lead a round, and help you syndicate other investors.

Cons:

1. There’s tremendous deal flow. Competition to get funded by a valley investor is huge. Lots of companies that have 3 to 10 times the traction as their Indian counterparts for the same stage of company.

2. Valley investors dont like funding anything outside the valley. In fact an investor told me “I dont like to drive to the other side of the bridge (I am sure he mean Dumbarton bridge, given how close it is to Menlo Park) to fund a company”.

3. You have to move to the US (Maybe this is a pro for most Indian founders). The biggest hassle is immigration. H1B visas (working permits) are much harder now than 5 years ago.

Now lets look at India.

Pros:

1. Competition is a lot less. There are far fewer product companies in India than US. Some might even say there’s too much money in India chasing too few deals. Entrepreneur’s dont necessarily agree with that, though.

2. There are many funds raised just to invest in Indian product companies. They are willing to provide the same amount of money, as their US counterparts from as low as a few hundred thousand dollars to many millions.

3. Traction requirements are a lot less. A lot less in India. For a sapling round (assuming you raised a first seed from an accelerator or from friends and family) many companies are getting funded with far fewer customers or users than in the US.

Cons:

1. Indian investors (angel and seed) move very slowly. Slower than molasses in fat. We have a company with a 2 month old signed term sheet, that’s waiting for the money, and expects it will take 6-8 more weeks.

2. Their terms are lot more onerous and they require a higher percentage of the company during the seed round.

3. They rarely add any value after putting money into the company at the seed round, usually only asking for “3 year financial projections” when the product is in beta.

If I were an entrepreneur and I have the ability to go to the US and have some (small or otherwise) network in the valley I’d go and raise money there in a heart-beat. If my customers are primarily in the US, then I’d also consider moving there.

If I have never set foot in the US and want to stay in India or have my market here (for any number of reasons), then I’d be better off raising money in India.

What do you guys think? Did I miss any obvious pros and cons?

What is Venture Rate of Return?

Entrepreneurs usually ask me why VC’s take so much of their company when they are only providing money and the entrepreneurs themselves are doing all the work.

Its very simple actually. VC’s and other professional investors raise money from other people (usually funds and high net worth individuals) who are expecting a return on their investment.

Right now in India, fixed deposit rates hover around 10%. That means each year you are getting 10% return on your money as a “safe investor”. Real estate investing over the last 20 years has returned in India (not all but many) close to 15%. Granted both these are fairly “not very liquid” investment classes.

Venture investing though is less liquid. Until the companies “exit” they dont return any money to the investors.

So if you as an investor are willing to take a risk, you expect a higher rate of return. Some other asset classes return higher than real estate, but they would be more risky.

The term Venture rate of return is the % of money the investment will yield annually over a period of time in a venture fund. Used to be that period of time was 7 years, now it is close to 10 years.

Lets say for sake of discussion the rate of return you expect as an investor in a fund is 25%. It seems reasonable given the risk.

That means, the VC has to return 25% each year on money raised.

Lets say that the VC raises a $10 million fund. In year one that fund has to be “worth” $12.5 Million, $15.65 Million in year two and so on until in Year 7 when it has to be worth $47 Million and in Year 10 it has to be worth (and return) $93 Million.

So the $10 Million raised has to return 9.3 times its value over 10 years.

VC’s have operating costs as well so they take 2% of the fund every year as a management fee for say 4 years. That means they have $9.2 Million to invest and $93 Million to return over 10 years.

Ten Times the Money raised.

Now this money should not be in paper alone. It has to be funds returned to the investor. Which brings us to the “exit”.

If startups dont “exit” – go public or get bought, then the funds dont get their money back and everyone is unhappy.

Unhappy since VC’s wont make the return they have to for their investors and the investors in turn will stop putting money in VC funds, which means fewer startups will get funded.

What does this have to do with % ownership for VC’s? They have to own a significant % of your company so when the company exists, they can provide that return to their investors.

If you are a VC and you are investing the $10 Million in 10 companies (its not as simple as put $1 Million in each company BTW), you need to have at least 2-3 companies “exit” because 7-9 will close and die. Startups have a very slim chance of success. Success in this case is providing an exit.

Success, however for an entrepreneur is a growing, thriving business. That’s the dichotomy and a discussion for a later post.

Here is a spreadsheet for a review.

Fund Raised  $  10,000,000
Management Fees 2%
Year 1 Mgmt fee  $        200,000
Year 2 Mgmt fee  $        200,000
Year 3 Mgmt fee  $        200,000
year 4 Mgmt fee  $        200,000
Total Management fee  $        800,000
Total available to invest  $    9,200,000
Expected Annual return 25%
Fund Value Fund Return
Year 1  $  12,500,000
Year 2  $  15,625,000
Year 3  $  19,531,250
Year 4  $  24,414,063
Year 5  $  30,517,578 3.05
Year 6  $  38,146,973 3.81
Year 7  $  47,683,716 4.77
Year 8  $  59,604,645 5.96
Year 9  $  74,505,806 7.45
Year 10  $  93,132,257 9.31

Commitment delivery percentage – an indicator of future success of startups?

Here’s an interesting new term for entrepreneurs to be aware of – Commitment delivery percentage. I dont know for sure but I think in a year from now, most startups will start to follow this metric more seriously than others. Some investors are already claiming this metric to be the #1 indicator of future success of startups.

At the Microsoft Accelerator in Bangalore, there are 11 companies in our current batch (Sep to Dec). Every week I send our reports to all our mentors with the weekly commitments that startups have signed up for and how many of them have met their commitments.

Since startup discipline is something I am very passionate about, it goes without saying that I track everything at the accelerator.

Commitments fall into 2 buckets – product and customer. Overall we focus on 3 areas in the accelerator – Product development, Customer development and Revenue development, but initially revenue development is largely ignored since most folks are building MVP and getting early adopters.

Each of these 2 buckets of commitments is not something the startup comes up with alone in a vacuum.  I typically discuss the commitments at our weekly all hands and it is a fairly public affair. While some teams try to lower the bar for their commitments, most are aggressive with what they commit to.

Product commitments are delivery of new set of features, versions or changes per a customer / early adopters requirement. Since many companies have mobile or web applications, most startups at the accelerator become customers of other startups so the feedback loop is quick and immediate.

Customer commitments are a combination of # downloads (if mobile app), or active users, engaged users or user feedback. Since I fundamentally believe that nothing’s possible without customer’s (who have a problem) at a startup, most companies have customer commitments from the first week. During the early days it was mostly meeting customers to get feedback and showing mockups, wireframes, etc.

The weekly report I send out to all mentors (currently over 70 folks) are to people who are committed to helping these startups and are engaged with them every week, either making introductions or reviewing progress and trying their product.

As with most reports, I can tell quickly who has read the report and who has not. On average 30 mentors (less than 50%) read the reports each week. They dont take more than 5 min to read and review.

Most of the investor mentors were reading the reports (of the 13 investor mentors, 8 were diligent and even asking questions every week to clarify certain points).

Over breakfast and a few lunch meetings I had a chance to get & give some feedback to some of our mentors. One question most people asked me was:

What % of commitments were being met and which companies were best at meeting commitments?

The answer is a surprising 70% of commitments were being met consistently and 63% of companies were consistently (with 1-2 exceptions per company max) exceeding their commitments on both product and customer traction.

Most seed-stage investors in India have a revenue requirement (not all, but most) so I was surprised they were the most aggressive in asking me questions about commitments. Seems to me, thanks to the early visibility, investors, were willing to make earlier bets, but needed some sense of the team’s performance.

What better way to judge performance than see the team making commitments weekly and delivering on them?

Investors have mentioned to me the in their experience the #1 indicator of a venture funded startups’ success is crisp execution and if they are going after a large market, then fantastic execution makes a good team great.

So how can we help more companies get on this instead of just Microsoft Accelerator companies?

We plan to release a version of our startup connection system (internally called The Borg) to all Indian companies by mid January 2013. With this solution all companies (who opt to do so) can make their commitments and report them to over 250 seed and early stage investors, mentors and advisers. And yes, its free to all startups.

The next experiment is to see in June of 2013 if the improved visibility into a startup’s execution increases the chances of funding for entrepreneurs. We are currently tracking that as well, and will be able to report in an automated fashion.

What should a series A funding process look like? Step 5: due diligence and transfer of money to the bank

Please read series A funding plan and strategy, the first step of the process – the introduction to an investor, the 2nd step – first meeting and follow up, step 3 – present to the partnership, step 4 – Negotiations and Legal Discussion and now the final step: the due diligence and money transfer.

After the investor offers your a term sheet, they will mention that the final money transfer is subject to clearing their “due diligence”. Anecdotal evidence from 4 people in my VC network suggests nearly 10%-15% of companies which get a term sheet do not clear the due diligence. That’s a very high number.

What is a due diligence?

Its examination of the facts stated by you to ascertain if they were true.

The due diligence checklist (sample: pdf file), typically consists of anywhere from 10-15 (short) list of items to 10-20 pages of items. The items include your incorporation paperwork, tax and regulatory compliance, IP rights ascertainment, contracts signed, customer verification, and a host of other items.

Everything you mentioned in your presentations before (including customers you signed, revenue you currently are booking, etc.) will have to be verified.

Typically if you are a small startup doing little revenue, this might take 2-3 weeks, but if you are a larger entity it might take a month or more. Usually it is done in parallel with the term sheet negotiation, and will take up (in India) 1/2 time for that period of any individual. It consists of bringing together multiple documents and paperwork that you may have missed, filed or recorded.

This is one of the main reasons why fund raising becomes a full time job for one of the cofounders. I would also recommend you giving a heads-up to your Chartered Accountant or your lawyer so they can help you with these, but realize you (or someone you assign) will have to project manage this entire task.

Most investors (both in the US and India) prefer to transfer money in full to your account once the paperwork has been signed. Sometimes as part of the negotiation, you might get specific milestones that you might have to hit for more money to come to your bank. That’s typically called investing in installments or “tranche“.

Within 1-2 weeks of your final negotiation, you will be expected to put a “90 day” and a full year financial model and plan. You will be expected to hit these metrics (preferably go above and beyond). You should also expect a monthly (at the minimum) review of the key metrics (revenue, customers, hiring, etc.).

What might go wrong and how to fix it?

1. Your are missing certain items in your due diligence list. The key is to warn early. Tell your investors you are either missing or have lost or dont have a few items. You will be given time to get those fixed or in some cases they might waive it – it depends on the nature of that item.

2. There are some discrepancies between what you mentioned during your initial presentations and the documents you submit. That happens more often that most investors like and is probably the cause of most of the term sheets being rescinded. My personal suggestion is to be totally transparent and upfront with your investors before the due diligence so you can avoid this situation.

3. Some of the items in the due diligence dont apply to you, or they dont make sense or you dont like to share them. If they dont apply, ignore them and communicate. If they dont make sense, learn. You dont have a choice but to share everything with the investor.

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What should a series A funding process look like? Step 4: Negotiations and Legal Discussion

Please read series A funding plan and strategy, the first step of the process – the introduction to an investor, the second step – first meeting and follow up, step 3 – present to the partnership and now onto Step 4 – Negotiations and Legal Discussion.

Congratulations, you have achieved what nearly 95% of startups (anecdotal evidence) wont end up doing – getting to a “term sheet” discussion with an institutional investor. After your first VC meeting, usually this step happens about 3-4 weeks later in India and a week or two in the US.

Typically most VC’s and their associate / principal will make a trip to your office between this period. They will want to meet the team, check out your offices and make sure that you are a “real company”. My personal experience shows that you should use your “lack of funds and frugality” to your advantage. Dont try and have them meet you at someone else’s office (has happened once) or try and spruce up your office (keep it clean, but dont go overboard).

Question I get is usually “I am working out of my home / garage”, should I invite them there? Let the investor know that you work out of home and they will usually ask you what your plans are post funding. Most will decline to come to your home, but if you wish you can ask them to meet at a coffee shop near your home / garage.

Most investors like the frugal quotient in startup founders.That shows that you focus on hiring the right folks and building the right product instead of “AC offices” and plush “Aeron Chairs“.

Your investor champion will typically call you with a short message in which she will say the firm is pretty excited about your opportunity and would like to offer a term sheet. She will invite you for a discussion on valuation and quantum of funds, at their office typically, with their associate and/or principal – let me call them “investment professional” or IvP from now on.

The IvP would have done quite a bit of work by this time to review your financial projections and assumptions. They will have also called a few potential customers, a few existing customers, some industry experts and a few of your friends and past acquaintances (yes, this happens in US and India) to get more information about you, the market, customers and other trends.

The negotiations are never one meeting. It will take typically 2-3 (or more) weeks to discuss between you, lawyers at both parties and the IvP. In your first meeting with the investors, they should state clearly why they are investing in your company – we like the market, we think the team is good, we think you can make it big, etc. They should also give you feedback on what needs work – you need to revisit your assumptions on hiring costs, the revenue projections are aggressive, your channel strategy is something they can help with etc.

Then they will give you two numbers of your term sheet – the valuation and the investment. They will say something to the effect “We are willing to invest $1 Million at a pre-money valuation of $3 Million”. Or they might say “We are looking to invest $1 Million for 40% of your company”.

You should be aware of these terms: pre-money valuation, investment quantum and post-money valuation, ownership %.

post-money valuation = pre-money valuation + investment

ownership % (for money invested) = investment / post money valuation – this is also the amount you “dilute“.

So in example 1: If they are investing $1MM at pre-money of $3MM, then your post money Valuation is $4 MM. So the company is valued at $4MM after funding. Since they put $1 MM, they will get 1/4 or 25% of the company.

In example 2: They are investing $1MM and are looking for 40% of the company. Which means the post money valuation is $2.5M and the pre-money is $1.5 MM.

How they come up with these valuation numbers is a series of posts in itself, but suffice to say its part art, part science and largely a function of market conditions (supply / demand). If you have multiple investors competing for your deal, you might get a higher valuation if your company is *hot*. If the investors you are talking to are the only ones who are still interested, and you need the money, be prepared to dilute more.

After this meeting they will let you, the IvP, their lawyers and your lawyers hammer out the other “terms”. The term sheet (pdf file) will have many other conditions and clauses. I wont cover them all, they require a series of posts in themselves and enough people have written about them.

The most important terms are: liquidation preferences, anti-dilution, full ratchet, drag-along, tag-along (called co-sale in the US), ROFR (Right of first refusal) and board representation.

Keep in mind that your company will pay for your legal fees, and also the investors lawyers. You need two sets of lawyers so each party can protect their interests.

Most investors will say most of these terms are non-negotiable, but depending on the deal they will negotiate with you – through the lawyers, obviously. Realize that the lawyers really are the go-between. They wont do or ask for anything the investor really does not want. So, its pointless blaming the lawyers (they are a few errant ones, but they are largely service providers who do as they are told).

What might go wrong and how to fix it?

1. You dont like the valuation or you would like more money (investment amount). That’s negotiable and depends on the deal dynamic. Some investors low-ball and others will give you “fair valuation” Its rare that an investor will over-bid – (A16Z is an exception). Let them know your expectations and be prepared to defend why you think your valuation metric is the right one.

2. They term sheet is loaded with investor-friendly (anti-founder) clauses. Some of those are negotiable as well. I would advice you to pick your battles. Choose 2-3 items you consider very important to you and only negotiate those. The investors typically will do that as well. Most likely you’ll meet in the middle.

3. The lawyers take up endless time splitting hairs. In India, legal advisers will work on a fixed fee for the transaction model, but in the US that’s rare. So in India the incentive by the lawyer is to protect the parties interests but spend as little time as possible so they can bill at a higher rate. In the US though, the incentive is to take the “right amount of time”. Be aware though, that lawyers only do as they are told. Either your investor is telling them some terms are non-negotiable or your are telling your lawyer some issues cannot be compromised. Either ways, get on the call, and fix things proactively.

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What should a series A funding process look like? Step 3: presenting to the partnership

You have a series A funding plan and strategy, the first step of the process, the introduction to an investor, the second step the first meeting and follow up, now its step 3 is to present to the partnership.

Most times this step is hard to get to. Getting to this step means the key partner who is “sponsoring your startup” believes in it enough to get your company in front of the other partners. Most investor firms have 3-5 partners who (should) have the same # of companies they fund and same amount of funds to deploy. So if the fund is $500 Million and has 5 partners, then each person has to deploy $100 Million to get best returns. The partner sponsoring your company has to convince other partners why he’e excited about investing in your company.

In the US I have been asked to present to the entire partnership 2 times (they will then discuss it between closed doors among themselves), but in India, the way it works is that the partner presents your case to her partnership. So, instead of you telling the story about your company, you have to arm the partner with the best story so she can convince others in the partnership. Other partners can say no, but that’s rare is my experience. Usually your champion has been sharing details about your company with others early in the cycle so they are typically aware of the company, and now are trying to look at the deal in its entirety and look for any last minute reasons to say no.

To get to this point, though, is a series of multiple steps, follow-ups and constant progress updates. There is no “one thing” that you can do to get here. After your first meeting with the investor, follow up on the action items they suggest and ask the right questions of them so you can do the due diligence on them as well.

One of the most important parts (besides following up and providing frequent progress udpdates – weekly) of the process is the type and kind of questions you ask of the investor.

Smart questions and they realize you are trying to evaluate them as much as they are you. No questions and they will think you are a novice.

Here are a few questions to consider, which you can tailor to your situation:

1. How much time do you spend with portfolio companies and how often? Will give you a sense of their involvement. Some investors like to invest and only attend board meetings, whereas others will also provide valuable advice and connections.

2. What are the biggest challenges to scaling our company that you foresee? Will let you know their thinking around amount of money they think you will need eventually.

3. Which of your portfolio company CEO’s can I talk to, so I can learn from their experience? Make sure you also speak to other portfolio companies who they dont mention, so you get a well rounded perspective.

4. Will you be able to lead our round, or will you expect me to find a lead investor? Most firms will lead your round if they are excited, but some seem to prefer to co-invest and let others take the lead. If the firm you are talking to does not lead, then you will have to spend a lot of time trying to get another lead investor.

5. How long will it take from the time your partnership says yes to the time of finishing the paperwork and completing the money transfer? They will mention “on average it take X weeks / months” which will give you a sense of the negotiation process you have to endure.

Typically the partner meetings are on Monday, so if you hear back on Monday or Tuesday all’s good. Later than that means, there are typically more questions that came up, so you things might go sideways for some time.

What might go wrong and how to fix it?

1. Your investors “goes cold” on you after they present to the partnership (happens more often that I’d like). Remember that admin you started building a relationship with in step 1? Leverage her to find a time to speak to your investor – either when she’s on the way to the airport someday or in between meetings.

2. Your investor “needs more time” since they have some concerns. Get the list of specific concerns. Not generic stuff like “we dont like the market”, since nothing’s changed in the market since they started talking to you (assuming its not long). Try and see if those concerns are valid and addressable. If they are not, cut your losses, move on. Keep them informed or progress via a monthly email update, but realize trying to engage again is going to suck up a lot of your time for an unknown outcome.

3. Investor needs “more data“. Understand what data they need and which parts of it falls into the “due diligence” and which parts of it are truly needed to make a decision to offer a term sheet.

4. Investor does not say a firm yes or firm no. This is the biggest problem. Most Indian investors are fairly straightforward and will give you a quick 2 week (from start to finish) no. But the yes might take longer. The trouble is the quicker you push, the more likely you’ll get a no. US investors for most part (institutional) have a hard time saying no. Usually their “yes, but” means not yet. My suggestion is to focus on building your product during this time and get enough other work going on to ensure you dont keep waiting for the phone call from the investor.

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