Every founder of a growth startup dreams of a big, successful exit — a sale of the company for millions of dollars. But that dream could be shattered if the investors are able to cause the company to be sold prematurely with proceeds only equal to or barely exceeding the investors’ liquidation preferences, leaving little
The Snap IPO: Speculation Without (Board) Representation
The just completed IPO of Snap Inc. has received enormous buzz and plenty of press coverage, mostly about its eye-popping valuation and offering proceeds, the big winners among the founders and early investors and the millennials who bought shares. But not nearly as much attention has been given to Snap’s tri-class capital structure
Seed Round Model Structures, Part I: Equity
The cost of launching an Internet-based startup has fallen dramatically over the last 15 years. This democratization of internet-based entrepreneurship resulted primarily from two innovations: open source software and cloud computing. During the dot-com era, Internet-based startups had to build 
infrastructure by acquiring expensive servers and software licenses and hiring IT support staff. So the
Protecting Management from a Liquidation Preference Overhang
“The Founder of a $50 Million Startup Just Sold His Company — And He Didn’t Make a Dime”. Such was the provocative headline of the Business Insider article last year reporting the sad tale of young entrepreneur Lane Becker and how he and his management team received none of the acquisition proceeds on
“Birthing a Unicorn is Hard” and other Takeaways from the 2014 Cornell Entrepreneurship Summit
It’s never easy to take an entire business day out of the office, but the annual Cornell Entrepreneurship Summit is well worth it. The 2014 edition, dubbed “Beyond the Horizon”, was no exception. One thing that struck me about this year’s summit was that, unlike previous years, none of the entrepreneur speakers were Cornell alums,
Why Valuation is Overvalued, Part II: Liquidation Preferences
In Part I of this two-part series, I explained how a favorable pre-money valuation can be undercut by a large option pool baked into the pre-money cap table. In this Part II of the series, I will concentrate on one other deal term that can serve to undermine a negotiated valuation: liquidation preferences. Failure to
Why Valuation is Overvalued, Part I: The Option Pool
In any seed or early stage round negotiation between a company and a VC, one of the first and most contentious issues to be negotiated is valuation. A company’s pre-money valuation will determine how much equity will need to be issued to the investor for any given amount of investment, and thus on its face
Close to the Vest: Founders’ Stock and Vesting
Your startup was launched only a few months ago and your co-founder has just informed you that he’s leaving. It hits you that your co-founder just walked out the door with 50% of the equity in the company. Oops.
Founder breakups are not uncommon, but what happens to the exiting founder’s stock will depend on