Entrepreneurship

3 Most Common Legal Mistakes When Building a Startup

3 Most Common Legal Mistakes When Building a Startup

Launching a Startup

Launching a startup can be a very exciting yet hectic venture. While enthralled in building your company and generating ideas for a product, it’s easy to forget one of the most challenging components of the entire process: the legal side. This is often the trickiest part for entrepreneurs because navigating the multitude of complex laws and corresponding paperwork involved in starting and building your company can be quite difficult and time-consuming. As a result, it’s very easy for entrepreneurs to get caught in the middle of a heated lawsuit over a simple mistake, the consequences for which are often very severe. Here are three of the most common legal mistakes entrepreneurs make when building a startup.

1) Picking an Unoriginal or Semi-Original Name for Your Company

Who’s Here

When creating a startup, it’s important to carefully choose the name of your company and consider its potential legal ramifications. Every entrepreneur knows that your company’s name needs to capture the purpose or function of your product so that potential consumers will know what your company is about. It’s also well known among entrepreneurs that what kind of entity you choose for your business must be factored into your company’s name. This matters because it affects how much personal responsibility you bear for your company and its financial obligations, such as unpaid debt and taxes. But there’s another component to naming your business: ensuring that your chosen name is entirely original. This part of the naming process is where many startups who find themselves in trouble regarding their chosen name go wrong. Entrepreneurs want the name of their company and product to be as catchy, clever, and intriguing as possible. However, if you do not do your research to confirm that your company and product’s names are completely original, larger incumbents may notice and drag you to court. Unfortunately for you as an entrepreneur, they are very likely to win simply because they are much larger and have better legal teams, even if they do not have a particularly strong case.

In 2010, Brian Hamachek developed an app called Who’s Near Me Live, which enables users to chat and call others based on their current location. However, Stephen Smith and his company, myRete, who developed Who’s Here back in 2008, did not like the name of Hamachek’s new app and made it known to him. In order to avoid a lawsuit, Hamachek decided to change the app’s name to WNM and make sure all references to his app called it WNM. This appeared to resolve things for about a year, until Smith filed a federal lawsuit against Hamachek for trademark infringement. He then gave Hamachek a choice: either shut down WNM or hand over all of your assets. Hamachek refused and litigation continued for several years while Hamachek continued to make offers to Smith in order to reach a settlement.

Although WNM was ultimately able to survive the lawsuit, Hamachek felt the heat of the entire ordeal. He lost out on tens of thousands of dollars in legal fees, which he otherwise could have put towards his product. Additionally, due to the length of the litigation surrounding trademark infringement, Hamachek had to spend hours on end every day for several months dealing with the lawsuit instead of spending it on further developing and improving the app. It is also worth noting that Hamachek consulted with Smith when developing Who’s Near Me Live to ensure that his app’s name was distinct and he still wound up in legal trouble. Therefore, when it comes to naming, complete originality is a must.

2) Not Being Fully Transparent with Investors and Shareholders

Closed financial records

When starting a business, entrepreneurs often will set goals in terms of sales (in units and/or dollars), revenues, profits, and annual growth. Some startups find that sales are slower than expected, they have a serious cash flow problem, or maybe they just want to keep more of the revenue they earned. Many entrepreneurs who engage in this behavior did so under the belief that they and their company would be able to benefit by hiding certain information from third parties, such as investors and shareholders. However, more often than not, their lack of transparency catches up to them later on in the process. As hard it can be to admit you have a money problem, it is crucial that you are upfront with investors and shareholders about where your company stands because the consequences of withholding pertinent information are much more severe than being transparent about your money problem.

In 2016, Domo, Inc., a fast-growing computer software startup based in Utah, found themselves in hot water when Jay Biederman, a company shareholder from Delaware, requested financial documents in order to determine how much his shares of the company were worth. Domo was able to remain a private company and thus avoid mandatory disclosures. It looked like a lost cause for Biederman, until he found out that Delaware state law required full financial disclosure if the plaintiff could prove that they owned shares of the company. Since Biederman had proof he owned 64,000 shares, Domo was forced to open its books. Financial records revealed that after a $200 million investment by a private equity firm, the company was valued at $2 billion and the shares Biederman bought earlier for 32 cents each were now valued at $8.43 per share. Afterwards, Domo had to cough up the amount they had cheated Biederman out of when they withheld financial documents.

As the Biederman vs. Domo, Inc. case demonstrates, attempting to hide financial records and mislead shareholders and investors, either intentionally or unintentionally, is something to avoid at all costs, particularly as you seek a new round of funding. Having a pending lawsuit under your company’s belt serves as a giant red flag for potential investors. This is particularly true if the case involves a lack of transparency, as this may permanently destroy investors’ ability to trust you. Losing the trust of investors may also mean losing your ability to receive additional outside funding, which could prove fatal for your startup.

3) Copyright, Patent, and Trademark Infringement

Trademark infringement

When starting a business, you need to take the necessary steps to protect yourself from unfair and/or predatory competition as well as infringement. To do this, your company will require legal protection, such as copyrights and patents for your products or trademarks for your brand (logos, slogans, etc.). Securing legal protection for your company and its products can take months or even years to obtain and is quite expensive, especially for patents, which can cost as much as $15,000. On the other hand, it is very easy to unintentionally infringe upon a name or product already legally protected. Therefore, you need to ensure that all your company’s products as well as slogans, logos, and content on your company’s products and website are entirely original in order to avoid copyright or trademark infringement. If anything of yours is too similar to copyrighted, trademarked, or patented content, even just a couple phrases on your company’s website, you may quickly find yourself in the middle of an infringement lawsuit.

Michael Glanz, founder of HireAHelper, Inc. knows this to be the case. In 2008, U-Haul sued Glanz and his company, alleging trademark infringement. U-Haul pointed to two phrases used on HireAHelper’s website, “moving help” and “moving helpers” and claimed they were too similar to two registered trademarks of U-Haul. Despite Glanz’s attempts to settle with U-Haul, they refused and brought him to court. After three years, U-Haul finally agreed to settle the case for an undisclosed amount, though Glanz claims the terms were almost identical to the ones he proposed at the start of the ordeal. While HireAHelper was able to survive and later continue to grow, significant financial damage was inflicted upon Glanz and his family as well as co-founder Pete Johnson.

When all was said and done, Glanz owed $250,000 in legal fees, Johnson had to sell his home and move in with Glanz and his family, and Glanz’s parents had to push their retirement back by an entire decade. As damaging as the consequences were for Glanz, they could’ve been far worse. Had U-Haul taken them to court and won, Glanz and his family could have had their personal earnings wiped out, which would have resulted in Glanz losing his home just after having a newborn and would have all but certainly been the nail in the coffin for HireAHelper. Due to U-Haul’s size compared to HireAHelper’s, the former would almost certainly have won the case had a settlement not been reached.

Conclusion

Startup growth

When you’re creating a startup, the legal side will likely be the most challenging part to deal with. The three cases discussed in this post demonstrate just how perplexing business law can be, but also how easy it is to run afoul of it. In all three cases, the end results were heavily damaging for the entrepreneurs involved and a settlement of some sort was the only thing standing between the legal system and their entire business. Taking the time upfront to ensure that you know and understand all relevant business laws and that you and your company are in compliance with all of them is a necessity in order to avoid these expensive but preventable legal pitfalls. Avoiding these mistakes will allow you to focus your time and attention on the health of your business and will increase the likelihood of success and stability of your business in the long run. Are you a startup seeking funding during Seed or Series A? Check us out here!

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VenturX is a web platform that helps entrepreneurs through their journey from idea to launch and beyond. VenturX uses data-driven analytics to score and connect startups and investors at Seed and Series A financing.

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How To Adopt An Entrepreneur Mindset 

How To Adopt An Entrepreneur Mindset 

Entrepreneur Mindset is KEY

Mindset

“Entrepreneurs have a mindset that sees the possibilities rather than the problems created by change.” For the past few years, I’ve pursued the answer as to how are entrepreneurs different from the rest of us? It’s apparent that more and more young people are starting to build their own businesses. Tobi Lutke, who founded Shopify in 2006 used his experience as an entrepreneur and a software developer to launch Shopify and it is now a billion-dollar company.

According to FOUNDER INSTITUTE, employees don’t become successful entrepreneurs simply by starting a company; they must also embrace an entirely new way of thinking to adapt to and thrive in the unpredictable world of start-ups. Are you an employee who’s looking to make a transition to becoming an entrepreneur, keep in mind the following five key mindsets you’ll need to adopt before taking the leap.

What Are The Entrepreneur Mindsets?

Mindset

1. Reach Out To The Customer First

Though it may seem to many like product development should come first, master bootstrapper Greg Gianforte insists that is the wrong approach. When it comes to reaching customers, public relations can either be a company’s best friend or its worst enemy. Building the foundation for a strong customer/business relationship comes from mutual trust and respect.

Greg Gianforte focused on the tech sector where his experience was strongest. But instead of starting with a prototype for a product or service and then seeking funding, he started by getting on the phone with potential customers. That led to conversations about what kind of product they would buy. After a month of phone calls, Gianforte spent about 60 days coding the product his customers said they wanted. He claims his company, RightNow Technologies, was cash positive from the beginning. The business makes cloud-based software for large consumer businesses and was sold to Oracle in 2011.

2. Network To Build Business

Many entrepreneurs talk about the importance of networking, but few are as specific about how and why networking is important as Jason Nazar, co-founder, and CEO of Docstock.com. Today, studies have shown that up to 80% of jobs are never advertised — they are filled by word of mouth. So it’s who you know and who knows you that matters. You must develop relationships and connections within your network to have more opportunities to advance your career. Attending meetings and social events hosted by your professional association is a great way to connect with people in your field. Always have a goal in mind when networking. People always say that a plan without a goal is just a dream. Networking events should be part of your overall plan to ensure you get the most out of your valuable time. If there is no connection between your strategy and your actions, there is a problem. Want to explore various networking goals? We got you covered here.

Nazar says he owes his success — particularly the founding and growth of his current company — to his networking efforts. He says he used networking to raise $4 million in startup funds. He says he also used it to locate a co-founder and build the majority of his organization.

3. Keep Control Of Your Vision

It is important to have vision and purpose because it helps make our decisions that create our lifestyle. Discovering your vision isn’t that hard. I’m sure you are like me, wanting to achieve and accomplish certain things during our lifetime, and for most of us, the passion we feel deep down ignites us and brings our hopes and dreams to the surface. If you have trouble discovering your vision, ask yourself this — What are you deeply passionate about? What type of work do you find engaging and truly enjoy? At the end of your life, what will be the greatest accomplishment?

Jack Ma, also known as Ma Yun, is the founder and guiding hand behind Alibaba, a giant Chinese-based wholesale eCommerce site. Despite its popularity and financial success, Alibaba’s road to acceptance outside China has not been easy. Ma believes in his vision for his company to get the job done. Now Alibaba is one of the largest companies the world has ever since.

4. Take Ownership

When you begin to do the work and take ownership over your life, you start to realize the power of time management, control, and autonomy. You live life on your terms this way.

Oprah Winfrey had experienced plenty of success as a broadcaster and even in the entertainment industry before ever launching the Oprah Winfrey Show in 1986. But it wasn’t until after taking ownership of her syndicated talk show from ABC that Winfrey’s entrepreneurial skills began coming into focus. Her production company would eventually produce other TV and film projects.

Winfrey’s entrepreneur mindset eventually led her to launch a magazine and even her own TV network.

5. Focus On What’s Good For Your Business

You can’t grow a business until you have a focused vision of where you want it to go. The overall strategy is the big picture and the ultimate direction as well as the purpose of the business. To achieve focus on a daily level, consider the following: The Pareto Principle (80/20 Rule). It states that 20% of your actions and inputs will create 80% of your desired outcome. The key here is identifying and focusing on the 20% that is actually achieving the 80% of your desired outcome and not falling in the trap of working on the 80% that’s only achieving 20% of the desired outcome. The 20% you do choose to work on should mostly work towards improving the one metric you chose to focus on.

From bestselling albums to a nightclub, a clothing line, a sports franchise and more, rapper Jay Z is known not just for his music but also for his business acumen. His success is based in part on his focus. It includes a refusal to spend his time on anything that does not expand his entrepreneurial ventures.

Cultivating an Entrepreneur Mindset

Mindset

Do you see yourself having these mindsets? Channel these qualities into your business and be persistent. Or pick a trait to which you aspire and see how you can put that trait to work in your professional life.

Mindset is crucial. In the words of Oprah Winfrey, “The greatest discovery of all time is that a person can change by merely changing his attitude.”

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VenturX is a web platform that helps entrepreneurs through their journey from idea to launch and beyond. VenturX uses data-driven analytics to score and connect startups and investors at Seed and Series A financing.

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Top 10 Questions from Investors 

Top 10 Questions from Investors 

questions from investors

questions from investors

If you’re raising money for your company and wanting to pitch to angel investors and venture capitalists, then it is essential for you to know and expect what questions will be asked and how you should approach these questions. More often than not, they will ask you the same questions over and over again which will help determine why they should choose you. Make sure you are taking notes on the questions from investors so that you can score during future meetings.

For the past 2 years, VenturX has been actively participating in pitching to investors and of course, we have compiled the top 10 questions your investor will ask you and how you should approach these questions.

Top 10 Questions and How to Approach Them

Q&A

1) Where do you see the sales trend over the next 1–2 years?

This is an open-ended question. To approach this question, you must give a broad response and even touch on a variety of issues that could prove valuable to the investor’s decision-making process. The time frame will give the investor a good gauge of the opportunities as well as the risks involved over a short term. You need to provide as much proof that your answer is not full of just speculations (ie. we have 5 signed letters of intent for the next 4 months, we already have $100,000 in purchase orders that we just need to fulfill, etc.)

2) Who are the competitors in the industry?

The investors want to know who the potential competitors in the market and they expect you to know them in detail. They would also want to be alerted with any new products or services that may appear in the market which could impact your company. You should already have a concrete plan on how to deal with these competitors and focus on what makes you so special over them before your pitch.

“If an entrepreneur tells me that they don’t have ANY competitors, that is a red flag! They didn’t do their homework!” — Marvin Liao, Partner at 500 Startups, San Francisco. 

3) What obstacles are you currently facing?

No doubt every business is prone to failures and weaknesses, they are part of the equation of growth and they are often where all of the great learnings come from. The investors want to know what are the vulnerabilities in your company. However, keep in mind that identifying the problem is only answering part of the question. It is more vital to convince them how are you going to overcome these problems in both short and long term and convince the investors you have what it takes to overcome any potential obstacles.

4) How is your business performing?

Your investors are interested in how your business is performing. You should give them an introduction to Key Performance Indicators (KPIs) and other non-financial metrics that are going to affect the company’s growth. For software companies like us, KPIs include the lifetime value of a customer, customer acquisition cost, and monthly recurring revenue. Whatever your key metric is, it’s usually unique to your specific business. For more info, check out one of my favourite books “Lean Analytics” — by Alistair Croll and Benjamin Yoskovitz

5) How do you track trends in your market?

Due to the nature of start-ups, especially tech-based start-ups, things change very quickly. Investors would like to know if you are aware of your industry, as well as how you find data to stay on top of industry trends. Before pitching, be prepared to share how you find data about your customers and industry, as well as how you can leverage this information to improve your business to stay on top of the game.

6) Can you tell me a story about a customer using your product?

This should not be a surprise as it should already be included in your pitch. According to our experiences, the best pitch usually is the ones that open with a story about how your products and services are helping customers. We would advise using real names to be as specific as possible to describe how your services have transformed your customers and get rid of their “pain.” Hence, be sure to craft an excellent story on your customer and let that tell a story for you!

7) How can I connect with some of your customers who have used your product or service?

If your investors ask this question, you are on the right track! They find your pitch interesting and begin what’s called the due diligence process. During due diligence, they want to know a lot more about your target market/customers. Some insights you should provide to your investors are: who they are, how you know who they are, how did you find them, what do they think about your product or service, how often are they using it, on what scale, how you interact with them, etc. This would be a good place to use metrics that we guide our startups with such as Conversion and Engagement.

8) How would you predict your market will be like in five years as a result of using your product and service?

This is a great opportunity to tell a story on the growth of your company. Predict or picture how your customers’ future as a result of using your product or service in five years’ time. Prove to your investors that you are able to envision and think critically about your product and how your customer will evolve over the next 5 years.

9) What if five years down the road we think you’re not the right person to continue running this company-how will you address that?

Don’t be surprised when they ask you this question. Yes, it is rude and odd but often times, particularly with high growth start-ups, funding CEO does not remain the CEO who scales the company beyond the start-ups’ phase. This is the part where you convince the investors what kind of entrepreneur you are. The reason they asked this question is that more often than not, many founders’ ego get into the way of a company’s growth and they refuse to step down for the good of the company. It is important to address this issue and prove to the investors you do not have such “quality.”

10) How much equity are you offering?

This question usually comes at the end and if it does, it should tell you that you are on the right track and your investors are interested in the deal. The investors would like to know how their shares will be allocated and how it will be diluted assuming there are future rounds of funding such as Series rounds or even IPO when your company has matured enough. A good way to answer this would be to provide data such as generating a Capitalization Table and show them how much shares and how will that change down the road. If you need help generating a Simple Capitalization Table for your pitch, fear not, check out our article on Cap Table 101.

Pitch

That should be the top 10 questions you should expect your investors to ask during your pitch. It should have covered all grounds, if not I’d love to hear from you any types of questions that aren’t covered in this article — please post them in the comments down below and don’t forget to give us a clap if you enjoy reading this article. Interested in knowing how will VC invest in 2019? Our article got you covered! Are you a startup seeking funding during Seed or Series A? Check us out here!

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VenturX is a web platform that helps entrepreneurs through their journey from idea to launch and beyond. VenturX uses data-driven analytics to score and connect startups and investors at Seed and Series A financing.

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How to Understand Your Term Sheet

How to Understand Your Term Sheet

What is a Term Sheet?

Term Sheet

A Term Sheet just to be specific is an agreement between you as an entrepreneur and an investor — a series of terms you think that matter. Some key values of the term sheets include what the valuation of the business is, how much investment the company is getting and for what percentage. Early Term Sheets are for entrepreneurs who are raising seed and angel capital, which is what we will focus on this article. Personally, I like to keep them simple, not a lot of bells and whistles, not a lot of rules.

However, Term Sheets can vary depending on what type of funding round you are in, and how much is at stake, as well as who is involved. If you decided to go for Series A & B rounds, your Term Sheet is going to get more complicated which includes who’s going to be on the board and how many board seats are there, what happens when the board voted for you as a CEO to step down. Yes, I know right, if it’s not for the movie I recently watched, I always thought the CEO represents the top of the ladder and they exercise full control over the company.

There is a great set of templates available online put together by Fenwick & West (National Law Firm) and Andreessen-Horowitz (Silicon Valley VC Firm).

Breaking Down the Term Sheet

Term Sheet

Pre-Money Valuation

According to Investopedia, Pre-Money Valuation refers to the value of a company not including external funding or the latest round of funding. Pre-money is best described as how much a startup might be worth before it begins to receive any investments into the company. This valuation doesn’t just give investors an idea of the current value of the business, but it also provides the value of each issued share.

To calculate the value of your shares for the current round using Pre-Money Valuation, it’s not rocket science. Let me walk you through this, assuming the Pre-Money Valuation is at $3,000,000, we will divide that by the existing number of shares (10,000,000 for example)=price of shares at which new investors will buy. Hence, $3,000,000/10,000,000=$0.30. Each share would cost $0.30.

Post-Money Valuation

On the other hand, post-money refers to how much the company is worth after it receives the money and investments into it. Post-money valuation includes outside financing or the latest capital injection. It is important to know which is being referred to, as they are critical concepts in the valuation of any company.

To put it simply, Post-Money valuation is Pre-Money valuation + Amount Raised. Let me walk you through the calculations, given the same amount of Pre-Money valuation as the previous example, at this round your company raised $1,000,000 and hence your Post-Money valuation would be $3,000,000+$1,000,000=$4,000,000.

However, if the calculations get more complicated as the company grows, this is a great online Post-Money valuation and Pre-Money valuation calculator to generate the numbers for you.

Preferred vs Common Shares

When a business wants to raise money by attracting investors, it can do so by issuing stock: common stock or preferred stock. There are many differences between preferred and common stock. The main difference is that preferred stock usually does not give shareholders voting rights, while common stock does, usually at one vote per share owned.

Common stock allows its holders to make a profit through rising share prices and dividend payments. Holders of common stock also get to vote on corporate issues, such as electing new directors to the corporation’s board. For example, Detour Gold Corp. interim CEO Michael Kenyon resigned 3 months ago following a vote by shareholders and hence the company took an entirely new direction because of common stock shareholders.

However, should the company end up in bankruptcy, holders of common stock are last on the list to get their money back. Putting it simply and plain, if you hold common stock and the company goes bust, you are unlikely to get any of your capital back. For more in, see The Motley Fool.

Preferred stock also represents owning a share of the company, but it works a bit differently than common stock. Preferred stock pays a predetermined dividend, whereas the dividends paid to common shareholders tend to vary according to the company’s fortunes. Dividends on preferred stock are often larger than those on either common stock or the company’s bonds. Holders of preferred stock do not get a vote on company matters. And if a company’s assets are liquidated, the preferred stockholders get to redeem their shares before common stockholders do, giving them a better chance of getting at least some of their money back.

For most investors, common stock is a better deal. It’s slightly riskier than preferred stock but will usually show a slightly higher return as well. If you want to enjoy the potentially high returns of a stock investment but want to minimize your investment’s volatility or your exposure to company-specific risk, the preferred stock might be a better choice. Preferred stock may also be better if you’re looking for a source of income you can depend on, as the dividends paid on such stock are fixed. But whichever class of stock you choose, be sure that it’s an investment you’ll feel comfortable holding over the long haul.

Participating or Non-Participating Preferred

Non-participating preferred typically receives an amount equal to the initial investment plus accrued and unpaid dividends upon a liquidation event. See more at STARTUP COMPANY LAWER. Holders of common stock then receive the remaining assets. If holders of common stock would receive more per share than holders of preferred stock upon a sale or liquidation (typically where the company is being sold at a high valuation), then holders of preferred stock should convert their shares into common stock and give up their preference in exchange for the right to share pro rata in the total liquidation proceeds. Non-participating preferred stock is favoured by holders of common stock (i.e. founders, management and employees) because the liquidation preference will become meaningless after a certain transaction value.

“Participating Preferred” also typically receives an amount equal to the initial investment plus accrued and unpaid dividends upon a liquidation event. However, participating preferred then participates on an “as converted to common stock” basis with the common stock in the distribution of the remaining assets.

Participating Preferred stock is favoured by investors because they will receive a preferential return over both low and high exit transaction values.

A perfect example by founders workbench to illustrate what is going on is the following. Assuming company A has one series of non-participating preferred stock with a liquidation preference of $6 million representing 50% of the capital stock of Company A. If Company A were to be sold for $10 million, the investors would receive $6 million (as the $6 million investment amount is greater than the preferred’s 50% share of the $10 million sale proceeds) and the remaining $4 million of proceeds would be distributed to management. Company B also has one series of preferred stock with a liquidation preference of $6 million representing 50% of the capital stock of Company B, but its preferred stock is participating. Upon the same $10 million sale event, the investors would receive $8 million (the $6 million liquidation preference plus 50% of residual $4 million of sale proceeds) and the remaining $2 million of the proceeds would be distributed management. Thus, in the same $10 million sales, the difference between participating vs. non-participating preferred resulted in a $2 million shift in economics away from management to the investors, which represents one-half of the return that management would have received had the preferred stock been structured as non-participating.

Potential Red Flags in a Term Sheet

Red Flag

After breaking down various important key terms in a Term Sheet, let’s dive into what red flags to look out for in a Term Sheet.

1) Review Period

Some Term Sheet will include a Review Period that allows them to pull the Term Sheet after it’s been signed. Including this is like saying your investors assume there’s a high chance that the deal will fall through, which is ironic since it’s counter to investor norms. That being said, reputable investors would not issue a Term Sheet with a review period if their business diligence is done and they are confident towards the deal.

2) Change in Management

As discussed earlier, your board of directors could replace the CEO if they deemed the CEO to be not a fit. However, these can be done without specifically including it to the terms. If this term appears in your Term Sheet, remove it. Investors would rarely willing to invest in a company where they immediately hope to remove to CEO, and of course, frankly speaking, this is quite rude as well.

3) Guaranteed Exit (within 5 years)

Last but not least, guaranteed exit. This basically means the founder legally commit that they would find a buyer for investors’ shares within 5 years. Startups have unproven economic business models. More likely than not most startups are still experimenting or pivot in the initial years. It is unknown how long this could take because it differs from case to case. 5 years is perhaps when they figured it out what worked and what does not. Lots of opportunities for capital to be returned will arise organically over the life of your company and hence if the investor wants an exit within 5 years, no doubt this is a huge red flag to look out for.

Conclusion

Image result for term sheet for startup
Investor Meeting

As you can see, the Term Sheet can be really quite scary and exciting for new startup founders. If you are pursuing Seed or Angel round funding, Term Sheet is usually less complex and provided by the investors whereas if your company is more mature in the future and decided to go for Series A & B funding, the Term Sheet is usually created by the company. Are you a startup seeking funding during Seed or Series A? We are here to help!

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VenturX is a web platform that helps entrepreneurs through their journey from idea to launch and beyond. VenturX uses data-driven analytics to score and connect startups and investors at Seed and Series A financing.

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Differences between SAFE and Convertible Notes

Differences between SAFE and Convertible Notes

Investment

With convertible notes slowly becoming a thing of the past, in recent years startups are beginning to embrace Simple Agreements for Future Equity (SAFE) as an alternative to raise funds. Despite being similar as both are tools for raising funds, there are many outstanding differences between them and we will dive deeper into them in this article.

What are Convertible Notes?

Convertible Notes

According to FundersClub, convertible notes are an investment that is structured similarly to a loan. A convertible note is a type of debt which might convert into equity in the future. Debt, I’m sure most of you out there are familiar with this term, if not put it simply — When I borrowed money from you, I have to pay you back in the future, but with interest. A convertible note is a type of debt but slightly different as instead of paying you back with interest in the near future, we change that into equity and offer you part of the ownership. Sometimes we like to call convertible note debt-like since it’s similar to debt with slight variations.

What is SAFE?

SAFE

SAFE was introduced by the Silicon Valley accelerator Y Combinator as the new big boy in town for startups to have more options, or even to replace convertible notes when it comes to raising capital. To put it simply, SAFE is a warrant to purchase a stock at a later priced round, and hence is basically a contract. The main difference SAFE differs from convertible notes are maturity date, interest rate, and conversion to equity.

Maturity Date

Maturity Date

While SAFE is not a debt and hence does not have a maturity date, convertible notes do have a maturity date.

Upon reaching the maturity date, entrepreneurs face tough decisions on whether to pay back the principal of the convertible note, with interest or convert the debt into equity for the investors. Most would opt for the latter option as paying back the principal amount with interest could be difficult for startups, especially at an early stage.

Interest Rate

Interest Rate

As discussed earlier, since SAFE is not a debt, but a warrant/contract, it does not carry an interest rate hence keeping things simple and founder friendly. While SAFE does not carry an interest rate, convertible notes, on the other hand, carry an interest rate (simple and not compounded) between 5–8%.

For example, if the interest rate was 5% in a $100,000 convertible note seed financing and Series A funding round occur a year later, the investors would convert an additional $5000 ($100,000 x 0.05).

This may not be considered important for a short-term investment but may create financial problems if it’s long term and since there is maturity date for convertible notes, this might post as a bigger problem to entrepreneurs. The interest rate, however, could be a way to incentivize startups to raise rounds on a timely basis. That being said, there is a maximum interest rate that may be charged on a loan depending on which state, this is known as Usury Laws by State.

California for example (for obvious reasons), according to Law Office of Melissa C. Marsh, ” Pursuant to California law, non-exempt lenders (the average individual) can charge a maximum of: (i) 10% interest per year (.8333% per month) for money, goods or things used primarily for personal, family or household purposes and (ii) for other types of loans (home improvement, home purchase, business purposes, etc.), the greater of 10% interest per year, or 5% plus the Federal Reserve Bank of San Francisco’s discount rate on the 25th day of the month preceding the earlier of the date the loan is contracted for, or executed. In other words, the general rule is that a non-exempt lender cannot charge more than 10% per year (.8333% per month) unless there is an applicable exemption”.

Conversion to Equity

Conversion to Equity

While both SAFE and convertible notes do offer a conversion into equity, there are differences since they do not call for the same terms of conversion.

SAFE only allows for conversion into equity at the next round of financing. Meaning, if you decided to opt for SAFE during the seed round, conversion into equity option is only available the following round, meaning Series A round. Hence SAFE does not carry a multitude of conversion events.

Speaking of which, I almost forgot to mention during the next funding round, SAFE can be converted even when you raise any amount of equity. Many have argued that SAFE is very easily manipulated because, without minimum amount raised to trigger conversion, you could simply raise $8000 the next round and trigger the conversion.

For convertible notes, besides allowing a conversion during maturity, it does have an option to convert at the current round, and future round. Also, a conversion would take place when the minimum amount (reflected on the agreement) is met.

For example, assuming investor invested $200,000 and were granted the right to convert to equity at a $2 million valuation. If the start-up were then acquired for $10million, the investor would receive $1 million or 10% of the proceeds, by converting the $200,000 loan into equity representing 10% of the issued and outstanding equity, post-conversion ($200,000 divided by $2 million + $200,000).

What’s the Best Option for Seed Investment?

Seed Investment

So, after diving into the 3 main differences between SAFE and convertible notes, what does that mean for all entrepreneurs out there? For my take, SAFE is made simpler for entrepreneurs and they can use SAFE to raise capital with ease without having to go through the trouble of negotiating maturity date and interest rate terms, and also clarify when is the next funding so as to trigger the conversion. SAFE does indeed align the interest of investors and entrepreneurs in a whole new different way. That being said, always remember that what might be a pro to one start-up could be a con to another and hence depending on the nature of your start-up, choose wisely. Are you a startup seeking funding during Seed or Series A? Check us out here!

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About VenturX

VenturX is a web platform that helps entrepreneurs through their journey from idea to launch and beyond. VenturX uses data-driven analytics to score and connect startups and investors at Seed and Series A financing.

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Networking in Silicon Valley

Networking in Silicon Valley

Silicon Valley

Silicon Valley

There is a stigma that people in Silicon Valley are not like anyone else. From my time living there and then going back a few years later, I learned these tips about the how to formulate a simple networking goal, what questions to ask and how to get ahead of the game! I decided to write this article because I was scratching my own itch. It was something I wished I could find more info.

Questions to ask when you meet an investor:

1) Their favourite question of mine seemed to be: “If you only one day left in San Francisco, what would you recommend?” If you feel pride and joy about your city, it is something that would bring your thought back to happy memories that you would recommend to newcomers.

2) General questions about their work: What is your investment focus, what is your average investment size, etc..

3) What are you hoping to get out of this event?

4) How is your current firm different from the last VC firm you were at? (This is a great question for those who changed firms, which does happen a lot.)

5) Offer them something instead of ask for something.

Tim Ferriss made this great video about how to ask questions. Why would this be a good source? He is from San Francisco himself and he is an elite podcaster. Podcasters are trained in their craft to do one thing — ask good questions. His key insights are:

a. Ask questions that are easy to answer. Instead of “what do you like to read?” change it to “what is the one book you give as a gift most often?”

b. Asking the right questions produces an interesting conversation. (he has a different way of saying it.)

See the full video here:

Formulate Your Networking Goal

Form my last article, “Do networking events contribute to your business goals?” I talked a bit about the importance of investing any time or money towards a networking even only if it helps you reach your business goals.

For any goal to be obtained, it had to be: measurable, timed, and accountable.

When I attended the TechCrunch event in February 2019, I had a goal of meeting X number of startups in investors in my industry. I only had 3 hours at the event. I was accountable to my friend who I will report to the following Sunday.

Even before I went to the TechCrunch event, two friends invited me to the Facebook campus for lunch earlier that day, so I was already in the mindset of achieving my goals. So, if there was any space for extra networking, I would make a new “Facebook” friend. Unfortunately, I did not have enough time at Facebook to make new friends.

How to get ahead of the game

· Add people to your LinkedIn beforehand with the note “Looking forward to meeting you the TechCrunch event tonight — Sydney, Founder of VenturX.” It is simple and short enough to fit in that introduction box LinkedIn gives. The reason for that is to get a small idea of who is attending and what their business is about (and if it relates to yours). Note: you can only do if you have newsletters or an email from the event organizer telling you who is going to be there. I received this list 2 days beforehand. (Estimated Time: 5–7 mins for 20–25 new contacts)

· Add attendees beforehand on twitter. If you are in a B2B business like VenturX, I recommend following their company twitter and check on crunchbase for the founder’s names too. (Estimated Time: 10 mins for 20–25 new contacts)

· When you get a strange request from someone you don’t know, I recommend saying hi and asking how you can bets work together. If I don’t know you and you send me a request, I will ask you that. (You can try and reference this article.)

· Thank new contacts afterwards for any tips or resources new contacts gave you. People always like to hear that their advice was helpful

· If you taking photos for company social media account as well, get there early and take photos. This is especially if your phone is slow. It takes 15+ minutes to find the wifi password, connect to wifi with my slow phone, think of hashtags, find the event hashtag, and think of my own hashtags/text, and take pictures. If you want to tag any sponsors/ people, it would take even longer.

In conclusion, networking events are great for face to face interactions so the person you are dealing with isn’t just another email to type.

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ICO 101 and Why Should You Consider It?

What is ICO?

ICO

ICO, ICO, ICO. There’s no doubt everyone is familiar with or at least heard of cryptocurrency. If not, you are really living under a rock! Even my taxi driver is familiar with the most popular form of cryptocurrency, Bitcoin!

If you are like me, interested in investing in cryptocurrency simply because everyone is talking about it, I’m sure you’ve come across terms such as ICO (aka. Initial Coin Offering)

ICO is a way to crowdfund by issuing cryptocurrency tokens for blockchain projects. And no, these cryptocurrency tokens are not Bitcoin if you are wondering. Instead, they are tokens made by the company which explains why there are thousands of cryptocurrencies circulating in the market right now. ICOs have proved to be valuable fundraising tools for investors since the concept was brought into the limelight in 2013. So far this year, investors have used ICOs to raise over $1.8 billion.

During an ICO, there are two kinds of token you can purchase. First being the utility token, it’s meant to be used on goods and services developed by the cryptocurrency company and nowhere else. The second type of token is the security token, it works very much like stocks where you buy part of the company during IPO. However, unlike IPO, you will not get the equity that comes with regular stocks.

Let’s say now that you have decided to invest in a security token, how can you trade it? You must register yourself on an exchange to trade tokens. However, please do extensive research on various exchanges as not all exchanges will accept the token you own unless you’re holding to the popular ones such as BTC, LTC or ETH. Popular exchanges include and not limited to Coinbase, Coinmama, Luno, Bitpanda, and Kraken.

ICO has achieved its goals if the soft cap is reached. The soft cap is a minimal amount for the project to move forward. And of course, there’s a hard cap, the maximum acceptable amount. However, if the soft cap is not reached, most ICO will return its funds to investors.

ICO is considered a high-risk investment. One of the recent tragic cases on ICO happened in 2016. DAO launched its ICO in 2016 and raised over $150 million through the ICO campaign. However, the smart contract behind the DAO had a small bug that was later exploited by a hacker who eventually made off with $50 million. Both the fundraisers of the ICO and the investors were devastated by the news.

If you decided to test the market or are very interested in investing in ICO, practice doing extensive research around the project by researching about the whitepaper, understanding how the projects apply real-world value and knowing who the key stakeholders of the company are.

The main difference between ICO and Venture Capital

Crowdfunding

Venture capital is raising money from a group of venture capitalists by pitching to them your idea/project to convince them to invest in your company in exchange for your company’s equity. Interested in pitching to venture capitalists? Get your Capitalization Table in check!

How to choose between VC and ICO?

VC vs ICO

VC over ICO

Addition to funding, if you are seeking to expand your reach, consulting services, and business guidelines, this option is for you. VC investors are more reliable since they are experienced businessmen. If you are looking for long-term support on your project, you can rely on VC investors as they have part of the company’s ownership and hence in the long term, without question, they would want the company’s equity value to rise. In addition, VC has a stronger advantage when it comes to public perception. Raising money from VC gives you a stronger trust credit since they are business professionals and they will carefully vet through your project before investing hence if they decided to invest in your project, it proves to the public that your idea is brilliant.

To summarize, benefits of VC includes building valuable connections, investors’ support, and PR credit.

ICO over VC

If you are only looking for a quick way to raise money by reaching out to the mass, this option is for you. Everyone, including a taxi driver, can be an ICO investor. You can raise enough money from everyone. It is an easy way to raise money if your idea can convince the mass. Also, your investors do not have any ownership right, hence you get the freedom to decide over things instead of gathering all the company’s stakeholders before moving forward with your decision.

To summarize, benefits of ICO includes easy reach in fundraising and freedom, no equity required.

Which is better for me?

While ICO and VC are similar processes, they can be very different and each at the opposite end of the spectrum. Which method is better really depends on your objectives and the nature of the company. However, both are promising and a necessary way of raising funds in order for your company to strive.

I hope that you’ll arm yourself with the right knowledge regarding which funding method is best for your company. Please leave any comments if you have burning questions and I’ll be ecstatic to acknowledge them.

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About VenturX

VenturX is a web platform that helps entrepreneurs through their journey from idea to launch and beyond. VenturX uses data-driven analytics to score and connect startups and investors at Seed and Series A financing. 

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All You Need to Know About Capitalization Tables

All You Need to Know About Capitalization Tables

What is a Cap Table?

Capitalization Table

Cap Table is a spreadsheet for an early-stage venture or a start-up that lists all the company’s securities, their holders and the price paid by the investors to hold these securities. It shows each stakeholder’s percentage of ownership and how it can be diluted over time. In short, your Cap Table is a standing summary of who owns what in your company. It is a crucial part of your data room file for early stage investment. For the full package, check out our previous article: What to Include in an Investment Package.

Why is a Cap Table Important?

I wouldn’t be writing this article if it isn’t. Most important to investors, they will want to look at your Cap Table. How you have raised money and who owns the company. In fact, this might be the only thing investors would care about, aside from your ideas. It is also interesting for them to know who else has already invested. They may be interested because the other investors have a strong reputation and are very hands on or they are competitor investors.

Shareholders want to keep track how much of the company they own; founders and investors would like to know how much of the shares they are giving away if the company issues more shares.

So, founders, do not screw up your Cap Tables! Because screwing-up your Cap Table is like getting a face tattoo when you’re drunk!

How to Use a Cap Table?

Spreadsheet

Understanding Your Equity

One of the uses of the Cap Table is to make decisions on should you raise funding for another round. Cap Table also shows how certain decisions can affect the company’s ownership structure and by how much.

Managing Stock Options for Employees

When the company expands, and more employees are hired, you would want to introduce incentive plans such as incentivizing them by giving them stock options. By offering some degree of company ownership to employees, it gives them the incentive to contribute more so their contribution can be monetized as the company’s stock price rises.

Cap Table then come in handy in situations as such. Cap Table can easily calculate out by adding in an extra stakeholder, by how much would current stakeholders’ share change. Also, by showing you how many shares are available to be issued with an addition stakeholder.

How to Make a Basic Cap Table?

Excel

I was looking around the net and realized most cap tables are more complicated than it should be. There should be a basic Cap Table template out there but seriously, it seems to me that every template seems to overcomplicate things. Cap Table can be quite tricky sometimes if you have never worked with one before. Hence, for those entrepreneurs out there who are looking for a basic Cap Table, fret not! This article is for you.

I have quickly put together a basic Cap Table template using Excel for you to reference on. Please remember with every additional round of funding, you must update your Cap Table. For example, and not limited to — changing stock options for stakeholders, issuing new shares and transfer of shares. Without further ado, I present to you the basic fits all Cap Table.

Capitalization Table Example

A basic cap table should be divided into two sections: ownership and valuation. Using the example above, highlighted fields are variables for you to fill in whereas the rest are automated using formulas. In the ownership section, enter each investor’s name and the dollar value each of them contributed and the rest of the fields will be automatically generated for you!

Same goes to the valuation section, enter the current company value, the current number of shares and new equity raised. The screenshot should be an easy way for you to follow and generate your own basic cap table template.

I personally do prefer a simplified and transparent cap table as I certainly do not think you need a complicated cap table at an early stage in order to run a startup. I strongly encourage to try it out yourself. The template can be found here! Modify, if you have to in order to create a cap table that a story about your company!

Remember, there is no “right” way to format your cap table, but to keep it organized and simple. The right cap table for a founder might look entirely different than the right cap table for another founder.

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Why Startups Should Never Give Discounts

Why Startups Should Never Give Discounts

When your business is starting out, it is common to want to sell right away, rack a huge number of clients and build credibility in your industry. Building all of that takes time. What startups tend to talk about these days revolve around motivation, grinding and how well to treat to your customers. What they leave out is how not every client is good for your business, how “doing whatever it takes” may harm you in the short and long run, and how all this may affect your credibility overall.

From working with 300 startup clients, I have had the chance to see that our market is very dynamic from one client to the next. Normally, our clients are not known to have deep pockets so that is where I learned the unique lessons about discounts. A couple of key learnings have come out of that over the years that I wanted to share…

1. 80/20 Rule

20% of the people take up 80% of your time. This is a tried and true statement among many psychological situations. In business, this would be true of your clients. In a startup’s early days, it may seem like you are supposed to give discounts in order to make those initial sales and gain your credibility. However, we have seen a huge difference in those clients who will and won’t see your value. (Check out our previous article: Am I Being Paid What Am I Worth?)

For example, we had a standard fee for writing business plans as an extra add on for those looking for funding. We had a client in the past who tried to negotiate during the 11th hour when I was almost finished the business plan to demand a discount. The request was to do 3 weeks worth of work in just a few days and they did not finish preparing their research either. Because of the situation the client put us in and the hard deadline, we spent 40% of the time negotiating and 50% of the time working on the business plan (and about 10% of the time sleeping). It was a prime example of how a client took 80% of our time and it was a hard lesson to learn.

80–20 Rule

What can you do about it?

A) Walk away…

In hindsight, we did not need their business. It would not have affected our brand and our core business of helping startups get investor funding. This business plan writing was a side service that was offered.

B) Flip your 80/20 rule to benefit your business!

Applying the 80/20 Rule to Your Business

2) Beware of Acquaintances Who Try to Squeeze Your Business

As your business grows and people start to see value in what you, some people will migrate back in your life and ask for discounts to gain the benefits. One example that happened was an acquaintance of mine who needed marketing consultation because he was part of a “Co-CEO” team but neither of them was the marketing/business person. This acquaintance is someone who I haven’t seen in about 10 years and only met through school friends a couple of times. I did not know he moved back to the city a few years ago. So after agreeing on the rate and services to be provided, this acquaintance messaged me back a day later and aggressively wrote this:

“Good morning,

I’ve just checked the contract and want to point out one thing

Are you really charging me the fees the same as you charge to strangers ?”

I was not sure what this aggressive greeting was about. I eventually saw that it was his way to “ask for a friend’s discount.” I was really confused that this happened after everything was agreed upon and written up in a contract that he then refused to sign. His partner and I sorted it out later and we commenced the work. It was done in bad faith after all because the 6 month contract…got cut into a 3 month contract…got cut into a 3 week contract…

Back Stab

Back Stab

Back Stab

What can you do about it?

There are a lot of support systems in your community or even online like a Facebook group full of entrepreneurs who will give great advice based on your specific situations. I went on a Facebook live chat full of entrepreneurs because I was new to this situation and was starting out this branch of the business at the time. I went on a live video to talk to people who have walked this path. They explained that I should not consider these people to be “friends.” Also, I should go back to them and ask for more. That is what I did during the second negotiation. They only hired for 3 weeks (but it was possible that is what they intended in the first place when negotiation a 6 month contract).

Another solution is to hire a sales coach if you are new to these negotiations. If you need recommendations for sales coaches or facebook support groups, send me a message!

If startups bow down to giving discounts every time they are asked, they will only be attracted discounted clients. These small clients will take up 80% of your time. You will be spending less time doing what you love — which is providing the solution or product. Even if your product or service is superior on the market, if you act like you are worth less, than that’s how the world will treat you.

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The Importance Of Customer Service To A Startup

As the owner of a young startup or business, your goal is to get customers by the droves. The type of business your startup is into makes no difference. As long as profit and not loss is the goal, your business is dependent on the presence of customers.

In the same vein, every business owner wants customers to keep coming back to do more business. Every company wants customers to advise friends and colleagues to do business with them. This is the cycle that the whole profit and loss industry runs on. This cycle has been around for centuries, yet it is still doing the trick.

Building a network of happy and satisfied customers doesn’t just happen overnight. It is a complicated network that thrives on awesome customer service. Just as strikers are to a football team, so is customer service to a startup business. Without it, there is no focal point.

With the advent of the digital age, the impact of customer satisfaction has increased drastically. Nothing spreads faster than rumors. With the internet, they spread faster than the speed of light. One tweet or a blog post from an irritable or dissatisfied customer can potentially mar your startup business. As the owner of a new business trying to break into a highly competitive market, you can grasp the importance of reputable customer service.

Essentially, customer service is a personal interaction with customers that becomes a pipeline to invaluable feedback, insight, and advertisement. Notice the use of the word “personal”. Most startups make the mistake of outsourcing their customer service needs. It is supposed to be a two-way communication that brings you and your customer closer together.

There have been some huge success stories due to excellent customer service by huge brands. Today, Nordstrom is one of the biggest retail companies out there. Back in the seventies, Nordstrom allowed a man to return his tires and even gave him a refund.

This was done despite the fact that Nordstrom did not sell the tires to the man. It had only moved into a shop which was previously used by a tire business. That story is still talked about and has played a massive part in the popularity and success of the company.

Today, Nordstrom continues that fine tradition by using Groupon deals to attract and communicate with its extensive customer base.

Another company that has benefited from impressive customer service is Target. Today, Target is the second largest discount store retailer in the United States. That is no mean feat, and it came about through one of the most impressive acts of customer service.

A young man walked into a Target store a few decades ago looking to buy a clip-on tie for an interview. Target didn’t sell clip-on ties at the time. The young man later left with a knotted tie and some advice on conducting himself during an interview. He then got a job at Chick-A-Fila, and great tales have been told of Target ever since.

Customer service is a vital cog in the machinations of a startup business. In case you are confused about the tenets of impressive customer service, here are a few tips to start you on your way:

  • Let your customers know everything your business entails
  • Answer the newest electronic mails and digital inquiries first
  • Shorten the line and process for getting across to your customer care representatives
  • Make use of personalized emails
  • Use human touch to deliver delightful surprises to your clientele
  • Inspire your customer base, make them feel special and part of something bigger
  • Always be ready to provide solutions to every inconvenience no matter how inconsequential it may seem
  • Learn from customer inquiries and issues to improve your customer experience
  • Finish with a smile.

Check out these examples!

Target

Target

Nordstrom

Nordstrom

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