Sunday, October 31, 2010

How to Avoid VC Nightmares

Apropos for Halloween night, I like to dedicate this post to some of the investor horror stories that circulate around the entrepreneurial community in Silicon Valley in hushed whispers. Without naming names, I have been privy to the gory details of a few such stories (Oh, the Horror!), which typically fall into 3 categories:

(A) Our VC forced us to sell too early and we left all of the upside on the table
(B) Our VC stopped us from selling when we should have, and now I have nothing to show for it
(C) Our VC drove me out of my company/business at the worst possible time, leading to its eventual demise

Needless to say, this is not an exhaustive list and textbooks, in multiple volumes, can be dedicated to collecting all the various gripes entrepreneurs have against their investors. Typically, in my experience, the complaints are leveled against professional venture capitalists (VCs) rather than the angel investor individuals or groups, although the emergence of institutional Super Angels may change things in the future. And so, I will continue the rest of this post by focusing on VCs and how you may avoid becoming another cautionary tale in your dealings with them.

Is the "Horror" real?

In my last post, I described how bad investors can kill your company. That horror is definitely real. Anecdotally, the depth and magnitude of grievances against VCs can only compete with one other group of professionals: LAWYERS! With the exception that there aren't as many VC jokes out in circulation because many of us still hope to raise some money from the VCs and don't want those jokes to be digitally traced back to us. (Although, as a former lawyer and VC, I do find the negativity with both professions to be somewhat... hyped).

And then sometimes the entrepreneurs are so deeply hurt (physically, psychologically and/or financially) that they throw caution to the wind and decide to drop a nuclear bomb on their bridge to the VC riches by going after them in the court of law (see, e.g., Epinions founders suing Benchmark and August Capital) or in the court of public opinion (see, e.g., ArsDigita co-founders' revelations). There is even a growing Quora thread on this topic.

In summary, this is spooky stuff indeed!

Antidote: Investor due diligence

Although it is hard to have any real guarantees, should you find yourself in need of VC money, doing your homework on your investors can lessen your risk and improve your chances of picking the right investors.

First thing to remember is that not all VC's are created equal. There are worlds of difference between VC firms and even between partners in the same firm. So, start your preliminary diligence well before you even send out your Executive Summary. And make sure to really dig in before you go too far down the path of negotiating a term sheet, as it becomes exponentially harder (if not impossible due to cognitive dissonance) to switch investors once you have a signed term sheet in place.

Things to investigate during diligence

Although it seems like a daunting task that would necessitate hiring an elite PI agency with former CIA/IRS credentials, most of the important stuff you would be looking for is already out there for you to see.

Reference Checks. Talk to former founders/executives that the VC firm (and more importantly, the partner on your deal) has invested in. Make sure to talk to companies where things did not go super smoothly (names of which you will most likely have to dig out on your own). Try to get a feel for how it is to work with this firm/partner during good times and hard times. Their behavior during hard times is especially important as I had mentioned before.

Portoflio Size and Composition. You need know how many other portfolio companies does the VC firm/partner care about, and whether they actually have the bandwidth to do the things you expect them to do. Also, you need to get a feel whether you fall within the sweet spot of the kind of companies this firm does well with, or you are one of the outliers. Then check against your gut to see how you feel about that. Also, note that typically larger firms with larger porfolio sizes tend to push their investments towards higher exit multiples rather than allow for earlier liquidity.

Porfolio Integrity. This is something that is often ignored. Does this firm have a history of investing in competitive companies in the same field? Some VCs actually do that. You need to know the truth, because as a portfolio company, you cannot stop your VCs from investing in your competitor if they chose to do so.

Number/Amount of Investments. Find out, over the lifetime of the current fund, how many investments the firm/partner is expected to make, and how far they are currently from meeting that quota and deploying the cash invested in them. This matters, because it will determine the amount of attention and care your startup is likely to get over the next few years. Also, if the firm is towards the end of the lifetime on their fund they will be more likely to look for faster liquidity events and will be very distracted during their upcoming fundraising cycle.

Available Funds. You need to have a realistic picture as to how much more cash this investor is likely to deploy into your company, which is a function of how much on average they spend on each portfolio company and whether they have enough cash left in the fund to satisfy that obligation given existing and projected investments.

History of Lawsuits/Disputes. You need to know whether the firm/partner on your deal is or has been involved in lawsuits. Again, those lawsuits can tell you a lot about skeletons in the closet, as well as the distractions that will likely take the attention of the firm away from you.

Risk Profile. Another thing to get a sense for is whether this firm/partner has the wherewithal to take some serious risks and take a market position (the way such firms like Kleiner Perkins or Sequoia Capital do), or whether they like to play it safe and will abandon you/your vision after hitting a rough patch.

Most of the above information is readily obtainable. It does take some investment of time, but can you afford not to spend the time on them?

Happy Halloween!


  1. Good stuff Touraj. Most of it may be "obtainable" but having it listed and organized by a Lawyer/VC/Entrepreneur makes it a very valuable advice and it's great for people who want to be educated.

    And, informed/educated entrepreneurs make better decisions/companies.

    I hope this post, educates the VClovers as well as VCphobics.

  2. Thanks Pooya, and I share in your hopes :)

  3. Touraj, I always like the way you can create a clean and clear list and from things we all think "we know" and compartmentalize them. Good job, as always.

  4. Thank you Ahmad! Your encouragement means a lot.

  5. Good stuff Touraj. If a VC firm has your competitors in it's portfolio, doesn't that have benefits such as their already established market connections and product/industry knowledge?

  6. @Amin I think about this as follows: How will the VC, in good faith, act in the best interests of BOTH companies that are competing with each other? Could you really trust that VC with all your secrets?