In addition, good seed VCs are happy to give you a higher valuation when you have investor demand, so you can take more capital. This was my personal experience. Before our round closed, we had $X committed at $Y valuation, giving up 20%. When more capital came calling, our lead was happy to raise the valuation so we could take more money and increase our odds of success.
Would be great for Aaron to address this point.
In my own experience, this minimum % ownership target is a very real issue and bar to jump over for most "proper" Series A VCs. At least the ones leading the round.
If I was in that position, and it was a great fund, it would be very hard to imagine saying "no, I'll value my company less, and take less $$$, for the same dilution." Human nature IMO basically favours taking more $$$ every time ONCE % is fixed.
However, Aaron might say that the best companies can easily push back on that fixed % approach, which is the true issue here. And that's a good counter point. But many of us, even as YC-backed companies, don't know how to effectively push back against that dynamic.
For me, out of the 5 Term Sheets I got for our Series A, I think all of the funds involved had a minimum % ownership target. Hard to negotiate around that. Normally if there is a term you don't like, and you have multiple sheets, you can just play them off each other. But it seemed pretty universal in my admittedly narrow experience.
Vitria was able to move the VC % lower because they were already profitable and demonstrated potential before approaching the VCs. They were only using the VCs for their contacts and not for cash.
VMware never got VC funding. I am not sure why - but they tried. They finally sold themselves to EMC and were later spun out.
While VC ownership targets are part of their business models, founders don't actually have to agree to meet them. From what I've seen, those targets are far more flexible than anyone admits at the start of a negotiation.
As in, “I don’t need $50m (for 20%), how about $23m for 10%?”
I have never been to any of these meetings, but it seems like the guy who just skyrocketed your valuation for his 20% is going to be “louder” than the earlier investors who also own 20%. The % of investment versus the % of investors will probably skew things a bit, too.
VC is such a strange world.
"Valuation" is a measure of the fair-value of an asset. How can a lead investor decide "to raise the valuation"? Why would anyone looking to invest base the valuation on people who already have money in, rather than their own due diligence? Why wouldn't the optimal valuation be as high as possible?
This game is kind of confusing.
An investor can raise the valuation by putting in more money for the same ownership percentage or same money for less percentage.
They wouldn't generally want to boost valuation for their round because that reduces their return. But there is probably some wisdom in hyping up valuations to get customers and future potential investors excited.
Additionally, if it is a follow-up round, they probably want to invest at a higher valuation just for their own investor confidence. No one wants to have a "down round" because it throws cold water on the hype train for all the other investors.
People looking to own larger pieces of a business are often willing to pay a premium to folks trying to buy smaller pieces.
On the other hand, I'll offer two countervailing observations to keep in mind:
* In well-understood categories (e.g. horizontal B2B SaaS), there has been so much brainpower and cash deployed in the last ten years that customers are overwhelmed by noise and expect much higher quality products before they'll meaningfully adopt and pay. My experience is that founders are spending much longer in the initial build phase getting to an MVP than they were ten years ago.
* The oversupply of venture dollars is not evenly distributed. If you're building something that needs years in the lab (chips, batteries, robots, hardware, etc), the investor herd thins out quickly and many of the folks willing to make a purely conceptual bet are much less comfortable judging whether some-progress-but-no-product is worth continued investment.
Sometimes it can be smart to raise a lot from a true believer to bridge you to the spreadsheet jockeys.
I think we're mostly on the same page here. I'm less concerned with companies that raise 18-24 months of runway than the ones who are coming out of seed rounds with 36 months or more. I think balance is critical, and I'm hoping that founders find more of that balance vs. the recent pattern I've observed of founders taking every available dollar.
Almost always however there is something special about the founders e.g. they previously exited a successful startup or are simply a rockstar who all the VCs follow on Twitter.
It's not recent but Canva got funding with just a Powerpoint. And I can't imagine Justin Kan needing an MVP for Atrium in order to get into YC.
That is, if you talk to successful founders, they will generally wish they raised less money (due to dilution).
And, if you talk to failed founders, they will generally wish they raised more money (to increase likelihood of true PMF).
Also, I think that fear is a useful mental state when there is real and imminent danger. In startup land, you are right to be fearful, because you are much more likely to die than stay alive.
If you don't have the luxury of unlimited shots at success (due to a lackluster safety net or other life goals), it makes sense to maximize the likelihood of success in your current venture. There is a lot of "startup cost" to working on a new idea, and in a lot of fields, you will eventually succeed if you just stay alive/don't die.
1) I spend more time with founders who have yet to succeed or who have failed than with founders who succeed. This is true of many early stage investors. The advice here is built off watching both groups.
2) I generally think it makes sense to model advice on what successful people have done while incorporating learnings from the mistakes that all types make.
Founders need to believe they're going to succeed, though of course they should mitigate risks where possible.
If I had raised more money, I would have wasted even more years before coming to the very painful reckoning that my startup was just untenable. I realize my tangent is unlikely related to your point and is separate from the article, but for a first time founder I am very glad I stuck to my integrity and only lost a few years of my life learning a valuable lesson instead of a decade.
In fact, I recently had an epiphany - if my startup succeeded and I'd become rich, I'd be a much shittier person today because of it. That failure fucking wrecked me but I needed it.
You tell someone exactly why something won't work? Get rewarded with a door to the face. You save precious time because you care about actually building something of value. But you get no money.
Yes Man comes along. Takes the money. Fails spectacularly. Yes Man doesn't give two shits about improving anything and walks away rich(which is all they even wanted).
So hilariously ridiculous, but this kind of thing happens. All. The. Time.
VC funds needs to make money, that only comes of an exit , if you can have real revenue before getting an exit it is great , if you are solving a real problem even better, but those two are not going to help VC meet their goals directly .
You as founder are spending 5-10 years on one thing , for the VC your startup is one among the dozen he is getting on, their tolerance of your failure is far higher than your own tolerance for your failure
When seeing it as a "we hired too quickly", I see the same problem in failed, pivoted, and successful startups. It is your basic mythical man month problem, and most if not all VCs encourage this management mistake.
Staying within the aviation metaphor you get a longer runway, but also a heavier plane with many more seats. You'll better not have oversold on the capabilities of your engines.
Yes, there is a bit of a self-selecting bias involved here, but the thesis of _WHY_ you should take less valuation is (in the linked article) not based at all on the notion that you then end up with a large piece of the success pie.
It's based on: Hey, take what you need to prove that you have a good product, and don't take more, because taking more just means you'll be chasing a failure for that much longer.
The central tenet of "stop worrying about runway so much, you want as much runway as you need to prove your product and any more runway is just wasting everybody's time. Runway is a tool; not a goal." sounds rather compelling to me, at any rate.
Raising more money (especially on non-onerous terms, as suggested in the article) grants you additional optionality down the road (when shit inevitably hits the fan). This sort of optionality is a great way to mitigate risk in what is already a very risky endeavor.
At the end of the day, there's nothing stopping you from being just as efficient with your time/capital. If you want, just set aside that extra money as a safety net, and if you don't want to use it, close shop and return it to your investors.
So think of a new restaurant that loses money on every customer until they figure out how to take more money in through the till than they're paying out.
How much time have you spent in actual _fear_, as opposed to merely having very clear goals?
I'm a big fan of Aaron and his posts, but strongly and respectfully disagree with this line of thinking. As a VC, I've worked with companies that raised after 12 or 15 months, but most require a lot more time. I'm guessing median time from seed to A these days is something like 20 months, and I've seen as high as 35-40 months (including for YC co's I've worked with). Some companies just take longer to figure things out because they need a few small pivots first, or they're creating a new category and need time to figure out how to message their product, or etc.
We've backed several companies at seed that are now worth $100m+ but took years to get from seed to A.
Anecdotally when I ask founders about their seed rounds, almost no one regrets raising too much, but a lot of people regret raising too little.
For example: company raises $10M Series A, issuing 2 million new shares at $5. Let's modify our special Series A docs to include a provision where the company has the option to repurchase up to 1 million of these shares at any time. The pre-agreed repurchase price is $5 per share plus some time-based interest rate and/or a fixed markup. (Hmm, this sounds a lot like convertible debt...)
If the company becomes profitable quickly they may exercise the option to repurchase the 1 million shares, reducing dilution while providing both an immediate return and ongoing upside to the investor.
If the company needs the longer runway, or simply decides it's more beneficial to use the cash to fund growth, they already have it and the investor has correspondingly higher ownership.
It's sort of like a vesting schedule for investors.
If such a structure was agreed to, the headline "Raise Less Money" would probably become "Burn Less Money". Right now, the mere raising of the money causes the dilution; in this alternative structure, it's the actual net consumption of the money that causes the dilution, because the alternative use of that cash can always be to reduce dilution.
- if the company does well enough that its share price rises, it's only normal to buy back your share (why wouldn't it? they just raised better-valued round! Not buying you out is just leaving money on the table)
- if the company doesn't do well, there's no reason for it to pay the markup, they'll simply continue to burn the money.
So you risk the entire sum, but stand to gain significantly only from the non-repurchasable portion of it. I could _maybe_ see it working for a time-based interest rate (if the rate was high enough), but not for the fixed markup. Unless we're talking about a really hot startup that the investors are dying to buy into and would accept pretty much any terms.
This lets you achieve high resolution financing based on the amount of cash you have in the bank immediately before the next financing/acquisition/IPO. If you raised $10M but only spent $6M before raising the next round, you may use the remaining $4M in the bank to perform the repurchase. But you can't use the new Series B money for the repurchase. If you consumed $9M then you only have $1M remaining for the repurchase and will eat more dilution.
Effectively, your dilution becomes a function of how capital efficient you've been. Investors may agree to it because it might encourage people to build profitable companies: it encourages companies toward capital efficiency as they search for product-market fit, while giving companies enough runway to weather hard times.
For founders, this means your net dilution is now a stronger function of how well you operate over time (and a weaker function of how well you fundraise). That may be a good optimization for the startup ecosystem.
I agree with you 100% that "you risk the entire sum" but limit the upside. There are more knobs but it may be possible to set them in a way that investors agree to. Imagine my 2M shares @ $5 Series A. Suppose 1M are repurchasable at $6 (a 20% markup) plus 10%/yr interest rate. At t=0-, the investor has $10M and the company has $0. At t=0+, the company has $10M in the bank and investor has 2M shares. At t=1yr, suppose the company has spent $2M getting launched ($8M remaining) and hits some great milestone (i.e. becomes profitable, raises a new round, or gets acquired), and it exercises the repurchase option. After repurchase, the company has 8-6.6 = $1.4M remaining in the bank, and the investor has $6.6M cash plus 1M shares. The investor's effective purchase price of their remaining 1M shares is $3.40/share, thanks to the $1.6M in profits from the repurchase discount and interest.
If you were writing a book and it was taking six months longer than expected, but was otherwise high quality, would you just abandon it? Or would you say that, you know what, in the big picture an extra six months isn't really material in terms of the expected benefits that will accrue over the next 20 years of my career?
I understand that by raising capital you're committing to provide a certain return on investment. But if you're actually making progress toward creating some asset of value, then structuring your business so that you need to shut it down if it's taking longer than expected seems to be not aligned with what would seemingly be in the best interests of any rational stakeholder.
To use your example - if you're writing a book as your full time job and, after 12 months, haven't finished the first page of your manuscript, it would make sense to seriously reconsider whether or not you should be writing that book.
So I guess what I'm saying is that if you're default alive, this strategy makes a lot of sense. But if you're default dead, it seems reckless. E.g. there was nothing structurally wrong with a lot of the companies that got wiped out due to covid, and I'm sure there were lots of founders that would have happily just scaled down for six months or whatever but were locked into agreements that didn't leave them with the ability to do that.
Hopefully no one shows this comment to George RR Martin...
That's the opposite of doing badly. If success is only a few months away then you can simply ask for more funding.
When I fundraise, I start with the greed so investors optimize for it. Right before we hit an understanding (pre/post term sheet), I switch gears and exchange lower valuation for more control.
Works really well.
But it also ignores that the primary reason to raise money is to leapfrog: a business is not short-term sustainable, but IS long-term, and investor capital gets you over that hump.
With this view, the reason higher-value companies get diluted more is because the hump is larger: founders can only justify a high valuation with a significant influx of capital (the before-cash valuation is effectively 0), leaving the investors with the bargaining power, not the founders.
Yes, people should be less enamored by the VC hyper-growth model than they are, but that doesn't mean that people already in the forget-short-term-profits game shouldn't raise a lot of money.
Unfortunately, investor capital changes the dynamics such that what would be long-term sustainable without investment, may very well not be long-term sustainable with investment.
PG says in his essay "How Not to Die": "If you can just avoid dying, you get rich. That sounds like a joke, but it's actually a pretty good description of what happens in a typical startup. It certainly describes what happened in Viaweb. We avoided dying till we got rich."
Aaron pre-empts this by saying that things have changed about the availability of funding to competent founders over the past 10 years, so the advice should change. I don't buy that. Shutting down early and raising new money for a new startup may give you a greater chance of the huge exit, but not dying is the best way to maximize likelihood of becoming rich. Maybe not unicorn rich, but FU money rich.
Doesn't this run exactly contrary to the prevailing YC wisdom that "those who stay in the game are those who win?"
While pivoting in search of P/M fit, every startup is doing badly — until they're not.
Would you really suggest to pack it in after 12 months without traction or luck? Instead of pivoting and adapting? How many of YC's Top 100 wouldn't exist today if they operated by that advice?
I think about this in this way: https://blog.ycombinator.com/shutting-down/.
I'd argue that general point is the most important idea in this article. Unfortunately I think the discussion on that more general point may get drowned out by the discussion of the weaker (and not as widely applicable) secondary idea in the title — raising less money.
Firstly, because it is extremely difficult to accurately estimate future financial needs of an early startup (due to lots of unpredictable factors, including R&D taking longer than expected, external/internal events and even potential pivots). Secondly, because it just makes much more sense to avoid running out of money (which is a well-known #2 reason for startup failure[1]) than to save some equity. What are you going to do with (more) equity of a failed company? Not to mention that, if a startup's team includes other people, one of the founders' top priorities should be caring for their fellow team members (and protecting company is one of the relevant aspects).
[1] https://www.cbinsights.com/research/startup-failure-reasons-...
> assuming I got in [to YC] I would not get sucked into raising a huge amount on Demo Day.
> I would raise maybe $500k, keep the company small for the first year, work closely with users to make something amazing, and otherwise stay off SV's radar. In other words, be the opposite of a scenester.
> Ideally I'd get to profitability on that initial $500k. Later I could raise more, if I felt like it. Or not. But it would be on my terms.
> At every point in the company's growth, I'd keep the company as small as I could. I'd always want people to be surprised how few employees we had. Fewer employees = lower costs, and less need to turn into a manager.
(https://twitter.com/paulg/status/1132012625527750661)
Probably a good example of a confident, competent founder (Founders who raise too much capital are acting out of fear rather than acting out of confidence. // Confident, competent founders should take the risk of running out of money vs. the certainty of over-dilution.) as described on this essay :)
I hear this isnt as common now, but i'd love to hear fresh stories.
Venture Capital would be helped by a formal renaming of funding rounds. "Series A" or "Series B" is not indicative of what that money is for. Even "Seed" doesn't really mean anything these days. It would help clarify expectations for founders and VC.
One of the great myths in company-building is that increasing runway beyond 24-36 months increases chances of success.
I think getting to significant revenue such that you won't need more capital is an underrated approach that seems to be brushed off in the venture world. It's totally possible – if you really believe your equity is that valuable, then build something valuable enough to earn some revenue and constantly reinvest that back into the business to grow.
VC funding comes with expectations for how new capital will be deployed until the next round, and if you raise a lot in the A but don't have enough progress to show for it before the B, you're going to be in a tough spot.
So it's not just about dilution; you're reducing your risk for the next round if you raise less because it's much harder to deploy large amounts of capital without lowering returns (in this case revenue, customers, and hiring).
"Airtable CEO Howie Liu on the continued importance of getting a ‘unicorn’ valuation" https://techcrunch.com/2019/02/19/airtable-ceo-howie-liu-on-...
In the perfect case where the business finds a high growth, product market fit then VCs and the entrepreneur align. Few businesses fit this model.
As an entrepreneur you have to raise money to suit your business plan (and risk profile). Personally I prefer my customers to be the boss rather than investors.
This feels like advice squarely pointed at something like social that’s often easy to build but hard to get market penetration.
This black and white view of "good" and "bad" companies is so insulting. Same with "good" and "bad" founders as referenced in this article and even by PG elsewhere. How patronizing! I personally know "bad" founders who were running "bad" companies because they loved and believed in their business, and only 3, 5, or even 10 years into it found the right opportunity and had life-changing outcomes.
I want to make a small startup, I need $24k to sustain myself for one year ($2k per month). Someone gives me that in exchange of 50%. The idea is to make this sideproject to earn $48k per year, so we can both have that $24k anually after a while.
I feel inclined to agree with the article. If I ever have the fortune of raising money for a startup I created, I would be very unlikely to ask for money explicitly just to extend the time waiting for it to take off.
PS: Off-topic but I remember that a similar point was raised in Silicon Valley (the series).
If it turned out to be a square root or even a cube root function, I would not be surprised.
Isn't it a combination of the two? That seems to be the nuance. Just take a look at YCombinator. Investing in founders, not ideas.
I think it's prudent to at least take a minute, step back and examine the potential cognitive bias going on in one's head when the belief system is built on something like "there's plenty of food on the table for good people."
This entire article is geared towards people who actually have a business that _can_ make money, and that they should have more faith in their abilities to make do with less.