Archive: value

Forget Bubble Talk: A New Dawn for VC-funded Startups?

Msuster Chart

Marc Suster has  published a slideshare presentation that is required reading for any entrepreneur, at least any entrepreneur seeking or considering venture capital.

 

As have Marc Andreessen and Christian Hernandez, Marc Suster argues that after a 10 year “hangover” from the crash of the.com bubble in 2000 and a shift of LP investment focus away from traditional VCs after that crash, the market has bifurcated into a growing seed / early stage sector with many new funds and an increase in volumes in late-stage financing, especially after the financial crisis of 2008. This has led to the A/B-Round Crunch many have been decrying in the past 3-4 years.  However, new types of VC funds are aggressively pushing into this Gap. In other words, new VCs spot and fund new opportunities.

 

In a second slideshare, Marc also argues that far from being in a bubble, rising valuations reflect two factors.

  • social and mobile usage having hit the mainstream creates a wealth of opportunities
  • more importantly, Exits happen later, with more equity getting “in on the game” pre-IPO or pre-Exit. This is what happened with Facebook and is happening with Uber and others.

 

To summarize, comparing the 2000 bubble with today is apples to pears both with respect to the venture market, and in light of the tremendous and accelerating shifts in user behaviour, societal dynamics, technological impact, and the vastly reduced costs of creating a new enterprise today.

 

Let’s grasp these opportunities and build the future. We have no excuse.

 

 

Reps and Warranties in Venture Capital Deals

This weekend a friend of mine called me up, as he was completing – as a leading seed investor – the first round (series A) of a company that I have a minority stake in. He told me that the round being negotiated was just short of Signing, as all main deal elements had been agreed with the investor (a large and well-known VC Fund), but there was one last point of contention left, and – big surprise! – that was Reps and Warranties.

That made me think once again about the peculiar habit of venture capitalists to turn Reps and Warranties almost as much a difficult topic as in M&A. If you think about the term “Venture Capital”, the whole concept is that you venture into something and there is no precisely NO guarantee of success.

Of course it makes full sense to commit founders to proper representation of the state the company is in and to also make them liable for the so-called Title Guarantees, in effect making sure that the shares being transferred to the investor are free of third party rights, are indeed constituted legally and are not subject to any limitations. However, I do not understand why these Reps and Warranties so often go to the core of the risks of the business model, thereby in effect giving the venture capital investment more the character of debt financing, disguised in the Reps and Warranties clause.

Why do I say this?

Because if a founder signs up for – say – a 3 Mil. Euro investment and the company fails due to an event that is at the core of the typical risk of the business model, this may create a warranty case that in the worst of all contract agreements may include full damage to be paid by the founder. This then means that the investor may get up to the total sum of that investment in damages from the founder because of an event that constituted the essence of the typical venture risk.

So put very bluntly, by enforcing Reps & Warranties covering business risks, the investor covered his venture risk by making the founder liable for failure of exactly that risk.

We all know that founders who may be otherwise admirable do not like to focus on legal details and may have bad luck in a choice of their attorneys.

That can be a deadly mistake.

When founders find themselves in such a contract situation, it is not just a reflection of poor negotiation skills on the side of the founders, who – one might argue a bit unfairly – therefore would not deserve anything better.

Such contract clauses are also always a case of misguided priorities on the side of the investor.

While as an investor I have full sympathy for contractual rules that prevent an irresponsible founder from walking away, as in the old adage “with my time and your money to waste, we have nothing to lose”.

However, it is equally unfair to put the investor of a venture in a position where his investment becomes more a case of debt with higher returns and higher default risk than of real venture investment. Moreover, discussions and probable litigation about business risk damage retribution by the founder can divert vital energy from surviving the damaging event, since both the founder and the investor will bes spending considerable time hedging their risks or enforcing their rights. THat can ultimately be much more damaging than the damaging event itself.

Here is my advice to founders in any negotiation about Reps and Warranties:

1) Before negotiation of deal terms, identify the natural risk of your business model

2) Prepare to describe and argue to the investor what the typical risk of the venture is and make it clear from the outset that that risk cannot will not be carried by the founder(s).

3) Make the investor acknowledge these risks early in the process of negotiating the terms

4) At term sheet level make sure that the basic principles guiding an equal distribution of reps and warranties rights between founder and investor include the following

a. Liability of founders is limited to willful behavior and gross negligence

b. There must be a cap of a certain percentage of the investment, in my opinion not more than 50% of the investment sum.

c. For all cases of non-willfull behavior the warranty term should be at most 12 months

d. Each founder is only liable for the fraction of the cap that corresponds to his fraction of shares in the entire company, so a co-founder who has 20 % of shares in a company shall only be liable up to 20% of the cap.

e. All shareholder managers with shares smaller than 7% should be exempt from any liability unless there is a specific reason for that.

f. Damages should be paid only to the extent that the Founder / Manager liable had best knowledge of the Warranty issue.

g. Retribution of damage should be limited to the damage that is incurred directly by the damaging event, confirmed by court ruling and could be reasonably expected. There should be no damage retribution for a loss of valuation of the company, which should be explicitly excluded. Valuation loss is usually covered by downround protection clauses.

h. Retribution of damage should be limited to such damages as cannot be corrected or “repaired”.

i. No damage retribution should be given for damages that are incurred due to lack of cooperation on side of the investor. This could include anything ranging from late payment of investment funds, lack of cooperation in litigation cases, failure of the board members dispatched by the investor to agree in litigating to avoid the damage, and so forth.

k. The most important advice that can be given to any founder signing Reps and Warranties is to put a large amount of energy into the due diligence and disclosure process and the documentation of that due diligence and disclosure process. THis is where attention to detail is a very necessary evil. The contract must include a clause that no events or fact about the company that were or could reasonable have been expected to be known to the investor at the time of the investment can lead to a claim of the investor against the founder. Thus claims are excluded if the the facts that led to the damage were known to the investor.

l. Negotiate all these points, then focus on disclosing well all risks that are part of the business model or lie within the company.


Often investors will present the founders with tough Reps and Warranties basically to incentivize them to puta significant amount of energy in thinking through the risks of the company and the development stage the company is at.

However, founders should rate their investors on the basis on their willingness to accept clauses that correspond with or at least resemble what I advise.

Good Luck!


IPTV, Digital TV, and Web 2.0: Power to the Audience [English]

Technical, economic and social developments, which are only inadequately described by IPTV, Web TV, Digital Special Interest Channels, and Web 2.0, are leading a fundamental structural change in the relationship between consumers/viewers and providers.

Until now, the value creation of television was geared towards offering content in order to gain the highest viewer attention percentage possible and to market a portion of this attention through advertising formats (e.g. TV commercials). As long as there were only a few TV stations available, this was a successful business model.

Today however, the viewer has the power to decide when and which media content he “consumes”. He/she can actively suppress advertising, zap or click to any media environment he prefers. At the same time, technology enables active navigation of media content, empowering the user even more:

- search,

- On-Demand streaming and download,

- and interactivity of content

These navigation tools offer viewers and consumers a completely new dimension of content relevance. The future belongs to

“Long Tail” specific, on-demand offerings, with context-relevant services and interactive ad formats that are targeted and relevant

These enhanced “program formats” are increasingly determined and – even outside the context of User Generated Content – “coproduced” by the users in increasingly differentiated clusters. This is the priciple that unifies the various new approaches from YouTube to Joost to sevenload.

Monetization or Reach?

In a recent discussion I had at a meeting of which I am a non-executive member, the eternal discussion of

whether priority should be given to monetization or to reach and internationalization

was brought up. The debate centered around the question of whether or not the exit perspectives of the venture (of which I am also a shareholder) would increase or decrease, depending on whether the business model was first proven, at the detriment of international reach, or whether monetization should be allowed to lag because entry into several international markets at once would be a priority.

To me, this debate simply has the wrong starting point. While it is true that exit markets, such as the stock market or the M&A market, are – just like any other market – subject to buyer preference analysis, and while there is some credit to the claim that understanding the decision making “fashions” of typical M&A acquirers does help you in setting the price of your venture at exit,

timing towards such an exit market is more of a gamble than a company strategy.

In my experience, having now gone through two boom and one bust phases, the best strategy for a company to pursue is to

create a viable business model that creates value for customers that customers are prepared to pay for.

This may not always be the “sexiest” portrayal a startup can give itself (as opposed to: we are the next Facebook), but to paraphrase the old saying about design following function or form following function-

PR and the Elevator Pitch should follow the strategy and not the other way around.

This is why I literally get angry at classic venture capital thinking that sees company strategy solely in the dimension of “How will this fit my exit market? How can I sell this story to an acquirer?”. I would always strongly advise any founder

to have a clear and separate vision of their business model that cannot be influenced or swayed, save by the customer

and to work relentlessly on proving and creating that.

Incidentally, succesful American start-ups have often proven that this is the best strategy since they have always focused on gaining size and growth in their home markets before over-focussing on internationalization. In general, this has given them the size and clout necessary to, if need be, acquire whoever it was in a landscape within a specific market. It is true, that this does not always work and that some local markets have been lost even for giants such as Yahoo! and E-bay because they haven’t gone local on time, but conversely there is no known example of a company that went for reach without a viable business model and survived.

Eventually, you do have to pay the bills.

So if you do have to reach several international markets at once (because you are in a European market with too small a home market or because your board is adamant or because you have that peculiar megalomania that most entrepreneurs – including me – indulge in, I would advise the following order or priorities in formulating your company strategy:

1) Define your Business Model

2) Prove it by acquiring your reference customer base

3) Identify the growth factors in your business model with respect to paying customers

4) Identify the multipliers or incumbents in other international markets

5) Internationalize on a sales / business model driven basis by acquiring reference paying customers in those markets

The perceptions of your target exit markets can change faster than you can change the positioning of your company.

But a functioning business model and a continuous revenue stream are two realities that a) always let your survive independently of your VC backing and b) always find an acquirer.

Where there is a business model, there always eventually is an exit market.

Viral Social Commerce

These past months have, in a way that I would not have thought possible, created a start-up market situation closely resembling a certain period in time that we had in 1999. A number of new start-ups have sprung up that stem from what I call “feature-itis”, that is: their main business idea is not the creation of a value that addresses a particular market in a way that is commercially feasible, but much more the “hey- wouldn’t it be cool if it were possible to do this or that on the web” impulse.

If you sift through the business history of the first and second wave of the internet and try to analyze which companies ended up being successful, which companies were moped up as additional features to Yahoo! and bought out, and which companies simply failed, you find out that at the end of the day it’s not at all about a new economy, it’s about very old principles of

– servicing viable markets
- with a viable market proposition/value proposition
- and at an affordable price

in the widest sense of price, that is: convenience, access, time, budget and eventually price in dollars.

If we now look at what I like to call Web 3.0, that is, the commercial maturity of the social phenomena that we are observing with Web 2.0, then remembering that business history and applying the method of identifying customers for a market that are prepared to pay a given price, is a healthy mental exercise.

You’ll allow me to refer to myself and my earlier Blog entry about the distinction between Web 1.0, Web 2.0 and Web 3.0 and briefly describe Web 2.0 as the discovery that the internet is not only a repository for information and data, and a network through which e-mail and chat communication can happen, but has become a medium where

the human source of information

and human source of opinion and entertainment becomes as accessible as the data that he/she has created, that is at the core of the Web 2.0 social revolution. And as any revolution, it creates a whole new set of social behavioural changes, business opportunities, political implications and essentially an entirely new medium- which incidentally is not only confined to the Blog or Social Network phenomenon.

Stating these now commonplace insights into Web 2.0 leads me to reflect upon the Web 3.0 phenomenon, that is the commercial viability of all of these changes. As described in my Blog entry, I believe strongly that this will be the era where the source of data and information, and essentially this means the

human individual as a source of expertise,

can more and more market that expertise in many different ways- either

- by being accessible as an expert or
- by offering more in depth information or
- services related to the information
- transactions / products related to the information

for any kind of currency (this may be a social reward or a commercial reward/payment) in a variety of models that can range from subscription to micro-payments or even other forms of transaction that we may not yet even imagine (my informed hunch is “subscription” will mean many different rental models that are being imagined right now). As of now, the main focus of business endeavour in the Web 2.0 to Web 3.0 transition era, is to create and monetize exactly these kinds of platforms- much in the way that sevenload is doing for the video world.

In the future, business focus will be to harness the technologies, communication methods and social behaviour of Web 3.0 to create new value and new markets, thereby disrupting existing business structures. Increasingly, this will be achieved by individuals and small companies rather than larger companies.

The challenge is to identify these markets beyond advertising. If we look at what is happening right now in the Web 2.0 sphere, it is essentially one giant cannibalization of the editorial market, trying to supplement old media and replace them with “Facebook-”, “MySpace-”, and “YouTube-” (new) models of broad- and selfcasting and interaction with the user. That will, of course, be successful, but it is hardly imaginable that more than a productivity or effiency increase of more than 25-35% (maybe even 40% or 50% through better targeting) with relation to the advertising market can be sustained.

Even more market volume may be created by opening the advertising market to new segments that, until now, had a high cost barrier towards advertising, for example in the Long Tail of smaller and mid-sized companies, or in niche markets which had to rely on direct marketing because there was no medium for them to address at sales efficient cost on a large scale.

This disruption of the advertising marjet is of course fueled by the radically changed cost-dynamics of Web 2.0 platforms and the possibility to address the long-tail of content and offering highly specific audiences to as specific advertisers.

This opening of niche markets for advertising may one day – probably soon to come – come as far as user groups and communities centered around exotic topics such as the nuts and bolts of drilling joints (or something similar).

But by and all, if advertising is the only focus of what is happening right now, there will inevitably be a crunch at the moment of realization that there is just not enough money in these markets to create hundreds of new billion dollar companies. Even though a return to the Nuclear Winter of The Internet of 2001-2003 seems unlikely, it is highly probable that we will have a structurally similar shake-down and that just one or two more Yahoo!(s) or Google(s) will crop up, having found the holy grail of

on-demand fully trackable horizontal niche long tail CPA advertising

By the way, addressing that advertising market will also have to overcome a formidable opponent which is very well positioned to address the long-tail of advertising, and that is Google.

My point in this Blog post is that there have to be, and there will be business models beyond advertising and they are starting to emerge. Essentially these will be transaction based and will be centered either around the handling of goods in an e-commerce sense (that is already being seen in a number of start-ups) for example, by itravel, but there will also more and more be transaction platforms centered around services, much in the sourcing logic mentioned above.

The sum of these developments is what I call “viral social commerce”. It is viral in the sense that its dynamics of growth/expansion are very much word-of-mouth and very much based on the social phenomena of Web 2.0.

*I might add, that these phenomena are not new, word-of-mouth has always been the most powerful marketing instrument, it’s just that technology has enabled it to travel at light-speed, where before it was at a horse carriage pace.

It is social in the sense that, not only communication, but also increasingly parts of the production process and the definition of the product/service offered will be defined not by an entity that is producing it, but rather by a group of people or a community that adds a significant part of the value that is being created. An example for that is again itravel, where the travel community creates a lot of the product knowledge and even product sourcing that is necessary to create its catalogue of once-in-a-lifetime-experiences. Another example is ChariTees, where the community sources not only the designs, but also decides which designs will appear on t-shirts and also decides which institution would benefit from that part of the proceeds of ChariTees that is being spent on charity.

The commerce part of the “viral social commerce” idiom, reflects on what I was describing at the beginning of my post, namely that this is more than a social communication phenomenon and it is also more than pure interaction, it is in essence a whole new commercial dimension to what happens in our increasingly web-enabled society.

Viral social commerce is, for me, the essence of what will happen with Web 3.0. In my next post, I will describe how companies can confront this development and attain competitive advantages by harnessing them.

Is the Tide turning?

Exit phantasies, commercialisation discussion, is blogging worth the trouble – there are many signs that euphoria and passion, the web 2.0 sense of mission etc.. are giving way to the same kind of frenetic and less frenetic division of the spoils that we had in 2000.

That holds an important lesson for all entrepreneurs, especially since this time around, there will be no big bust – just failures and successes distributed along the bell curve.

Lesson #1:
Even if everyone is focussing on other metrics, make sure you’re earning money. It’s better to be smaller and profitable, i.e. independent, than growing and growing and going nowhere in terms of being a viable business.

MIT’s secret formula for success is CFIMITYM (Cash Flow is More Important Than Your Mother) – brutal, but to the point.

Lesson #2:
Focus on proving the business model, or, more likely, finding it in the first place. chances are, that gets you more and stickier users than pure play community building. Business Models tend to evolve where there is long term value.

Lesson #3:
Try to identify the basic need you are adressing – the more basic it is, the more chances you have. Poeple have eaten, slept, mated, vyed for attention and recognition, thirsted for knowledge etc.. for centuries… that’s where the money is.

Lesson #4
Look for the right people. Rotten Ideas have made it because of world class teams. And be honest to yourself about your won ability. Your abilities do not expand as you grow older, they diminish and gnarl like old roots. That makes you experienced and savvy in your field of expertise – and less and less of a generalist in others. Get Good people. Kennedy did (“A good manager hires better staff than he is”).

When the going gets tough, the tough get going…

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