INDUSTRY INSIGHTS YOUR PEERS ARE READING
This was a man who, despite agreeing to take the meeting, established within the first few minutes of their conversation that he wasn’t someone who was likely to end up on her cap table and even more importantly, probably someone she didn’t want there. MORE
Solid post for young founders=> Cap Tables, Share Structures, Valuations, Oh My! I’m using Twitter as a form of micro-blogging to share interesting articles, blog posts and video clips relating to startups, entrepreneurship and legal issues. Below are my four most popular tweets for the past month. Cheers, Scott. Top 4 Tweets. A Case Study of Early-Stage Funding [link]. Determination is the most important thing.” MORE
A company raises $1m of seed money from angels in a convertible note with a $6m cap. Assuming equity is raised at or above that cap, the total dilution, before the new money, is 16.6% (equivalent to an equity financing of $1m at a $6m post money valuation. It usually happens in a later round, when the company is in fact worth much less than the liquidation preference overhang and insiders use a pay-to-play and a low valuation to reset the preferences and the cap table. MORE
Your historical trading information including financials and a “customer file” which shows the history of your transactions so that investors can run “cohort” analyses Customer reference, personal references, key team members, compensation, cap table, stock option plan, etc. MORE
Viable business structure and cap table. Large and growing market. Real domain expertise. Provable product need. Scalable business model. Competitive advantage. Platform/partnership/bizd ev/API strategy. External validation (ideally traction and/or passionate customers). Reasonable valuation. Proven team (tech/product/design/mark eting/sales/domain/etc.). But most important of all , it must have an entrepreneur on whom I’m willing to bet. MORE
When they’re at seed stage, we’re deferring to the founders’ decisions but also trying to help them understand the challenges associated with a hard pivot if their cap table isn’t supportive of the direction. MORE
This is not an argument for circulating the entire cap table or compensation calendar. MORE
I have a portfolio where 50% of the investments have founders that come from diverse backgrounds—and yes, I want them to get money from all of the still-active funds on Uber’s cap table that benefitted from the IPO. So, the extent to which any one fund will call out the other funds on the cap table that sat quietly on the sidelines for three years after Sarah Lacy called the company out in 2014 is going to be somewhat limited. MORE
One of the top 3 to 5 worries when launching a startup is is “Who gets how much stock upon start or joining? Founders, Co-Founders, next employees, Investors, Etc. The founders of SmartAsset went through this process and decided to open it up to the world. These guys put together something very cool and it follows the “Give before you get” rule. They call it STARTUP ECONOMICS. Here it is… https://www.smartasset.com/infographic/startup. MORE
“If you need to clean up your own cap table first – while very hard to do – it will make outside funding easier” Again, go read the post now – I’ll wait. Often, there will be asymmetry between them with your new liquidation preferences having a multiple on them where they participate for a while up to a cap. Deal with reality as a founder as well as an investor group and avoid this complexity – just clean up your cap table instead. MORE
Hunter has a great lead in: “ Here’s where I think founders and cap tables should be more proactive. There are some blog posts that every entrepreneur should read. Hunter Walk at Homebrew recently wrote one of them. It’s titled Oh S**t, Your VC Just Quit Her Fund! What a Good CEO Should Do Next. He covers three cases: Bullish aka You Are Absolutely Killing It Written You Off Too Early To Tell – Some Good Stuff, Some Challenges But A Lot To Do. MORE
This is typically reflected on cap tables in a completely separate tab to the spreadsheet that shows the debt total by investor and then some kind of interest calculation. Of course many entrepreneurs naturally focus on the main tab of their cap table spreadsheet that shows ownership by founder, investor, etc and for them this is the starting point of negotiating a round. This is especially true when the round price is significantly higher than the convert cap. MORE
Let’s not waste time listing everything startups could be doing to more effectively manage their cap tables. When it comes to cap table management in startup companies, it’s unrealistic to expect perfection. What does your cap table need to address at each stage of growth? MORE
This is typically reflected on cap tables in a completely separate tab to the spreadsheet that shows the debt total by investor and then some kind of interest calculation. Of course many entrepreneurs naturally focus on the main tab of their cap table spreadsheet that shows ownership by founder, investor, etc and for them this is the starting point of negotiating a round. This is especially true when the round price is significantly higher than the convert cap. MORE
I am only participating in structured rounds where I know the other 1-2 investors around the table. I can’t afford — workwise or simply emotionally — to have a CEO I work with getting advice from 25 people all the time, because I now know from investment experience what happens in those situations: The noise of the cap table drowns out the signal from reality.]. MORE
The post Gust Launches Comprehensive Equity Management Platform for Cap Table Management and 409A Valuations appeared first on The Gust Blog. Gust News Starting Your Company 409A valuations cap table management equity managementGust announces acquisitions of Sharewave and Preferred Return; creates the most robust and affordable equity management solution for early-stage startups. MORE
The risk of the “dirty cap table”. Oh, I know. When you started the business, you took investments from friends and family in small amounts just to get you started. Of course, that worked at the time. Enter the need for larger investments. MORE
I strongly believe the detailed story of the company’s success is the founders’ one to tell if they choose to do so, but at the risk of excessive inside baseball, I’ll share my perspectives from the cap table. MORE
Early Stage Hybrid Buyout a la Wag, Brandless, DoorDash : Softbank becomes the largest investor on the cap table, sometimes clears out the Board, and, if reporting is correct, doesn’t broadly offer secondary to earlier investors. MORE
In order to accomplish the things above, you will probably want to include more than 1–2 investors on your cap table. As I like to say, fundraising tends to move slow until it moves fast. It feels like a bit of a grind in the early and mid stages of a process, but in a successful fundraise, things tend to heat up at the end and move at a breakneck pace once you drive towards final allocations and a close. MORE
But by far the biggest issue is that the very essence of public markets (and what makes them “public”) is that the SEC mandates an enormous amount of transparency, including complete quarterly financial statements, complete publication of the company’s cap table including all significant shareholders, and so forth. MORE
101 funding Soomla Yaniv Nizan cap table Eyeview VC Funding is never easy. Even when you hear stories about entrepreneurs who walk out of a VC with a personal check from the managing director, it is usually after 6 months of pitching and hearing ''no''. MORE
When raising money from investors (angels or VC), it is critical to have a presentable and clean cap table. On a fully diluted pre-money basis, that would mean the option pool represents 14.5% (356,758/2,456,758) of the cap table. QUESTION #1: This leads to our cap table clean up question #1, namely is that the right allocation? Too much convertible debt on your cap table is a pain in the butt to deal with as it will drive down your valuation. MORE
Who will hold the accountable to building something they’re proud of but remember we sit on the cap table, not the org chart. I live for that moment of flicker in an entrepreneur’s eye during a pitch discussion. MORE
As one of the lead engineers at ff Venture Capital , I spend most of my day building custom software solutions that enhance our firm’s process–tools that range from portfolio investment management to co-investor and cap table tracking and more. MORE
One of the most important decisions for a founder of an early stage company is deciding who should be on the cap table. Other A funds look to invest in seed rounds as a way to get a seat at the table, in order to have more options for a later round. in order to have a seat at the table for the next round. That’s why it’s critical to understand a the fund’s underlying philosophy on seed: is it true ownership or just a seat at the table? . MORE
It is less about actual money and more about structure of your Cap Table. Invested Interests cap table venture capital Marc Andreessen kicked off another great debate on Twitter last night, one that I’ve been talking about incessantly in private circles for the past 2-3 years – what actually IS the definition of a seed vs. A-round. Cautionary note: No competent VC is actually fooled when you show up after raising $6M in seed financing and say you’re now raising an A! MORE
Given the amount raised, the new financing, and the cap, I would have asked the seed investors to waive the terms and instead accept a smaller percentage of the company than they would have otherwise gotten. Yesterday, I got the docs giving the seed investors, which included the FG Angels group, 12% of the post money cap table. Six weeks ago I wrote a post titled The Silliness Of Recapping Seed Rounds. MORE
I thought it might be useful to post up a model cap table ( Cap Table Model with Waterfall ). This cap table can be used by a pre-funded startup and then a financing can be layered in. They are simple, but critical to understanding how the cap table works and how valuable the cap table can be to your understanding of your stock holdings. MORE
Or, if you just want the paragraph, it’s: “If this note converts at a price higher than the cap that you have been given you agree that in the conversion of the note into equity you agree to allow your stock to be converted such that you will receive no more than a 1x non-participating liquidation preference plus any agreed interest.”. This can be especially confusing, and ambiguous, when there are multiple price caps. MORE
Dodgeball.com: But really…When a public company with a market cap of $64.1 Often this was built on top of the concept that the acquiree brought to the table, but the core product was rarely used. Then acquires started using the concept of acquihire to try to shift consideration away from the cap table and instead increase the amount of “retention consideration” going to the remaining employees, independent of the capitalization of the company. MORE
Here is the latest edition of Finance Fridays from Brad Feld called “Introducing the Cap Table and CTO” Every startup needs someone to be in charge of the Cap Table. When I was General Counsel at a tech company during the 1999 bubble times, I kept the company’s Cap Table. And now as a VC, I keep the Cap Table for a few of the company’s for which I am a board member. should have its own tab on the Cap Table. MORE
Next week we will introduce the Cap Table, and show how it changes when adding a co-founder. When we were last with our SayAhh cofounders, they had implemented an accounting system and Jane had contributed $50,000 for a 55/45% equity split. MORE
2) Keeping the number of entries on our cap table relatively small. We recently funded Blinkfire Analytics using our FG Angels Syndicate. The CEO and founder, Steve Olechowski , was co-founder / COO of FeedBurner, which Google acquired in 2007. MORE
On the other hand, some people try and pad the cap table with a bunch of big names or industry vets, even if their check size is small, just to build the network. Maybe it’s an e-mail or maybe it’s just a quarterly phone call that everyone on the cap table can dial-in to. Small investors are people, too—and there’s no upside to having a bunch of your cap table feel negatively in any way about the company. MORE
How do you decide who you should have in your cap table? The post The “reverse” pitch: Who should you have on your cap table? When we think about pitches, most of the focus is on entrepreneurs pitching investors for capital. But VC can be competitive, particularly for interesting deals, and in many cases, the pitch meeting is a two-way street. Some of the best later-stage investors walk founders through an institutionalized “reverse” pitch. MORE
But taken to the extreme, you would have rounds with only one lead and almost no one else on the cap table. Many of us in the seed stage ecosystem have noticed a shift in the way seed rounds are coming together. Historically, seed rounds were syndicated among several different firms. MORE
All the disruption can be pretty jarring to an entrepreneur, especially in situations where the exiting partner represents the top line on your cap table. And the rest of the cap table can come along or not with their pro rata. (A MORE
I redacted our cap table and pictures of our VCs, but otherwise, feel free to use it with your own management team, or even your whole company. MORE
Or you negotiate the highest possible valuation from a new lead investor, only to discover that new lead investor, now on your Board, expects you to triple it in four years and is way out of alignment with the rest of your cap table. MORE
As Finance Fridays continues, we are introducing the concept of the Cap Table. This week they set out to create their cap table and hire a CTO. Rather, it gets recorded in a document called the Capitalization Table (or “Cap Table”), which shows the ownership stake each person or entity has in the business. Time to update the cap table. When you read the cap table, think of it as a series of events that add new columns to the right. MORE
Capitalization tables—”cap tables” for those who don’t have time for extra syllables—map the balance of power in a company. If org charts are about people power , cap tables are about money power. In reality, however, cap tables are often far more complex. MORE
When you seek professional investors, whether organized angels or venture capitalists, one of the early questions you are asked is “How have you financed the business so far?” Investors love to see entrepreneurs who have used their own money to ignite their businesses. But often, entrepreneurs turn to others for initial capital. Describing that capital using the phrase “friends, family and fools,” or “FFF,” has become as common as to be trite. MORE
Cap Table Related Topics 
Board Effect
MAY 10, 2019
Capitalization tables—”cap tables” for those who don’t have time for extra syllables—map the balance of power in a company. If org charts are about people power , cap tables are about money power. In reality, however, cap tables are often far more complex.
Board Effect
MAY 13, 2019
Let’s not waste time listing everything startups could be doing to more effectively manage their cap tables. When it comes to cap table management in startup companies, it’s unrealistic to expect perfection. What does your cap table need to address at each stage of growth?
Feld Thoughts
FEBRUARY 9, 2016
“If you need to clean up your own cap table first – while very hard to do – it will make outside funding easier” Again, go read the post now – I’ll wait. Often, there will be asymmetry between them with your new liquidation preferences having a multiple on them where they participate for a while up to a cap. Deal with reality as a founder as well as an investor group and avoid this complexity – just clean up your cap table instead.
Feld Thoughts
SEPTEMBER 2, 2011
As Finance Fridays continues, we are introducing the concept of the Cap Table. This week they set out to create their cap table and hire a CTO. Rather, it gets recorded in a document called the Capitalization Table (or “Cap Table”), which shows the ownership stake each person or entity has in the business. Time to update the cap table. When you read the cap table, think of it as a series of events that add new columns to the right.
Gust
JUNE 22, 2016
The post Gust Launches Comprehensive Equity Management Platform for Cap Table Management and 409A Valuations appeared first on The Gust Blog. Gust News Starting Your Company 409A valuations cap table management equity managementGust announces acquisitions of Sharewave and Preferred Return; creates the most robust and affordable equity management solution for early-stage startups.
Berkonomics
MARCH 7, 2019
The risk of the “dirty cap table”. Oh, I know. When you started the business, you took investments from friends and family in small amounts just to get you started. Of course, that worked at the time. Enter the need for larger investments.
ithacaVC
APRIL 25, 2014
I thought it might be useful to post up a model cap table ( Cap Table Model with Waterfall ). This cap table can be used by a pre-funded startup and then a financing can be layered in. They are simple, but critical to understanding how the cap table works and how valuable the cap table can be to your understanding of your stock holdings.
Berkonomics
MARCH 8, 2012
When you seek professional investors, whether organized angels or venture capitalists, one of the early questions you are asked is “How have you financed the business so far?” Investors love to see entrepreneurs who have used their own money to ignite their businesses. But often, entrepreneurs turn to others for initial capital. Describing that capital using the phrase “friends, family and fools,” or “FFF,” has become as common as to be trite.
Version One Ventures
MAY 22, 2018
How do you decide who you should have in your cap table? The post The “reverse” pitch: Who should you have on your cap table? When we think about pitches, most of the focus is on entrepreneurs pitching investors for capital. But VC can be competitive, particularly for interesting deals, and in many cases, the pitch meeting is a two-way street. Some of the best later-stage investors walk founders through an institutionalized “reverse” pitch.
VC Adventure
OCTOBER 8, 2012
This is typically reflected on cap tables in a completely separate tab to the spreadsheet that shows the debt total by investor and then some kind of interest calculation. Of course many entrepreneurs naturally focus on the main tab of their cap table spreadsheet that shows ownership by founder, investor, etc and for them this is the starting point of negotiating a round. This is especially true when the round price is significantly higher than the convert cap.
ithacaVC
SEPTEMBER 4, 2011
Here is the latest edition of Finance Fridays from Brad Feld called “Introducing the Cap Table and CTO” Every startup needs someone to be in charge of the Cap Table. When I was General Counsel at a tech company during the 1999 bubble times, I kept the company’s Cap Table. And now as a VC, I keep the Cap Table for a few of the company’s for which I am a board member. should have its own tab on the Cap Table.
VC Adventure
OCTOBER 8, 2012
This is typically reflected on cap tables in a completely separate tab to the spreadsheet that shows the debt total by investor and then some kind of interest calculation. Of course many entrepreneurs naturally focus on the main tab of their cap table spreadsheet that shows ownership by founder, investor, etc and for them this is the starting point of negotiating a round. This is especially true when the round price is significantly higher than the convert cap.
Gust
OCTOBER 8, 2014
It is less about actual money and more about structure of your Cap Table. Invested Interests cap table venture capital Marc Andreessen kicked off another great debate on Twitter last night, one that I’ve been talking about incessantly in private circles for the past 2-3 years – what actually IS the definition of a seed vs. A-round. Cautionary note: No competent VC is actually fooled when you show up after raising $6M in seed financing and say you’re now raising an A!
VC Cafe
JUNE 26, 2013
101 funding Soomla Yaniv Nizan cap table Eyeview VC Funding is never easy. Even when you hear stories about entrepreneurs who walk out of a VC with a personal check from the managing director, it is usually after 6 months of pitching and hearing ''no''.
Scalable Startup
JANUARY 28, 2013
One of the top 3 to 5 worries when launching a startup is is “Who gets how much stock upon start or joining? Founders, Co-Founders, next employees, Investors, Etc. The founders of SmartAsset went through this process and decided to open it up to the world. These guys put together something very cool and it follows the “Give before you get” rule. They call it STARTUP ECONOMICS. Here it is… https://www.smartasset.com/infographic/startup.
Hunter Walker
DECEMBER 24, 2018
I strongly believe the detailed story of the company’s success is the founders’ one to tell if they choose to do so, but at the risk of excessive inside baseball, I’ll share my perspectives from the cap table.
Feld Thoughts
APRIL 16, 2019
Hunter has a great lead in: “ Here’s where I think founders and cap tables should be more proactive. There are some blog posts that every entrepreneur should read. Hunter Walk at Homebrew recently wrote one of them. It’s titled Oh S**t, Your VC Just Quit Her Fund! What a Good CEO Should Do Next. He covers three cases: Bullish aka You Are Absolutely Killing It Written You Off Too Early To Tell – Some Good Stuff, Some Challenges But A Lot To Do.
Hunter Walker
MARCH 14, 2019
All the disruption can be pretty jarring to an entrepreneur, especially in situations where the exiting partner represents the top line on your cap table. And the rest of the cap table can come along or not with their pro rata. (A
OnlyOnce
NOVEMBER 2, 2017
I redacted our cap table and pictures of our VCs, but otherwise, feel free to use it with your own management team, or even your whole company.
View from Seed
MAY 29, 2019
But taken to the extreme, you would have rounds with only one lead and almost no one else on the cap table. Many of us in the seed stage ecosystem have noticed a shift in the way seed rounds are coming together. Historically, seed rounds were syndicated among several different firms.
Gust
JANUARY 30, 2014
Viable business structure and cap table. Large and growing market. Real domain expertise. Provable product need. Scalable business model. Competitive advantage. Platform/partnership/bizd ev/API strategy. External validation (ideally traction and/or passionate customers). Reasonable valuation. Proven team (tech/product/design/mark eting/sales/domain/etc.). But most important of all , it must have an entrepreneur on whom I’m willing to bet.
Hunter Walker
NOVEMBER 21, 2018
When they’re at seed stage, we’re deferring to the founders’ decisions but also trying to help them understand the challenges associated with a hard pivot if their cap table isn’t supportive of the direction.
Feld Thoughts
JULY 15, 2014
2) Keeping the number of entries on our cap table relatively small. We recently funded Blinkfire Analytics using our FG Angels Syndicate. The CEO and founder, Steve Olechowski , was co-founder / COO of FeedBurner, which Google acquired in 2007.
View from Seed
AUGUST 6, 2015
This is not an argument for circulating the entire cap table or compensation calendar.
Version One Ventures
SEPTEMBER 20, 2018
One of the most important decisions for a founder of an early stage company is deciding who should be on the cap table. Other A funds look to invest in seed rounds as a way to get a seat at the table, in order to have more options for a later round. in order to have a seat at the table for the next round. That’s why it’s critical to understand a the fund’s underlying philosophy on seed: is it true ownership or just a seat at the table? .
This is going to be BIG.
MAY 20, 2019
On the other hand, some people try and pad the cap table with a bunch of big names or industry vets, even if their check size is small, just to build the network. Maybe it’s an e-mail or maybe it’s just a quarterly phone call that everyone on the cap table can dial-in to. Small investors are people, too—and there’s no upside to having a bunch of your cap table feel negatively in any way about the company.
Feld Thoughts
AUGUST 28, 2015
Given the amount raised, the new financing, and the cap, I would have asked the seed investors to waive the terms and instead accept a smaller percentage of the company than they would have otherwise gotten. Yesterday, I got the docs giving the seed investors, which included the FG Angels group, 12% of the post money cap table. Six weeks ago I wrote a post titled The Silliness Of Recapping Seed Rounds.
Feld Thoughts
AUGUST 26, 2011
Next week we will introduce the Cap Table, and show how it changes when adding a co-founder. When we were last with our SayAhh cofounders, they had implemented an accounting system and Jane had contributed $50,000 for a 55/45% equity split.
View from Seed
JUNE 11, 2019
In order to accomplish the things above, you will probably want to include more than 1–2 investors on your cap table. As I like to say, fundraising tends to move slow until it moves fast. It feels like a bit of a grind in the early and mid stages of a process, but in a successful fundraise, things tend to heat up at the end and move at a breakneck pace once you drive towards final allocations and a close.
Hunter Walker
SEPTEMBER 24, 2017
This was a man who, despite agreeing to take the meeting, established within the first few minutes of their conversation that he wasn’t someone who was likely to end up on her cap table and even more importantly, probably someone she didn’t want there.
Both Sides of the Table
MAY 19, 2018
Your historical trading information including financials and a “customer file” which shows the history of your transactions so that investors can run “cohort” analyses Customer reference, personal references, key team members, compensation, cap table, stock option plan, etc.
Hunter Walker
NOVEMBER 13, 2018
Early Stage Hybrid Buyout a la Wag, Brandless, DoorDash : Softbank becomes the largest investor on the cap table, sometimes clears out the Board, and, if reporting is correct, doesn’t broadly offer secondary to earlier investors.
This is going to be BIG.
MAY 13, 2019
I have a portfolio where 50% of the investments have founders that come from diverse backgrounds—and yes, I want them to get money from all of the still-active funds on Uber’s cap table that benefitted from the IPO. So, the extent to which any one fund will call out the other funds on the cap table that sat quietly on the sidelines for three years after Sarah Lacy called the company out in 2014 is going to be somewhat limited.
Scott Edward Walker
SEPTEMBER 16, 2017
Solid post for young founders=> Cap Tables, Share Structures, Valuations, Oh My! I’m using Twitter as a form of micro-blogging to share interesting articles, blog posts and video clips relating to startups, entrepreneurship and legal issues. Below are my four most popular tweets for the past month. Cheers, Scott. Top 4 Tweets. A Case Study of Early-Stage Funding [link]. Determination is the most important thing.”
Hunter Walker
JUNE 14, 2018
Who will hold the accountable to building something they’re proud of but remember we sit on the cap table, not the org chart. I live for that moment of flicker in an entrepreneur’s eye during a pitch discussion.
Haystack
SEPTEMBER 16, 2018
I am only participating in structured rounds where I know the other 1-2 investors around the table. I can’t afford — workwise or simply emotionally — to have a CEO I work with getting advice from 25 people all the time, because I now know from investment experience what happens in those situations: The noise of the cap table drowns out the signal from reality.].
Feld Thoughts
JULY 14, 2015
A company raises $1m of seed money from angels in a convertible note with a $6m cap. Assuming equity is raised at or above that cap, the total dilution, before the new money, is 16.6% (equivalent to an equity financing of $1m at a $6m post money valuation. It usually happens in a later round, when the company is in fact worth much less than the liquidation preference overhang and insiders use a pay-to-play and a low valuation to reset the preferences and the cap table.
Feld Thoughts
JUNE 2, 2015
Or, if you just want the paragraph, it’s: “If this note converts at a price higher than the cap that you have been given you agree that in the conversion of the note into equity you agree to allow your stock to be converted such that you will receive no more than a 1x non-participating liquidation preference plus any agreed interest.”. This can be especially confusing, and ambiguous, when there are multiple price caps.
OnlyOnce
JULY 26, 2018
Or you negotiate the highest possible valuation from a new lead investor, only to discover that new lead investor, now on your Board, expects you to triple it in four years and is way out of alignment with the rest of your cap table.
David Teten
MAY 20, 2016
As one of the lead engineers at ff Venture Capital , I spend most of my day building custom software solutions that enhance our firm’s process–tools that range from portfolio investment management to co-investor and cap table tracking and more.
Feld Thoughts
JULY 5, 2015
Dodgeball.com: But really…When a public company with a market cap of $64.1 Often this was built on top of the concept that the acquiree brought to the table, but the core product was rarely used. Then acquires started using the concept of acquihire to try to shift consideration away from the cap table and instead increase the amount of “retention consideration” going to the remaining employees, independent of the capitalization of the company.
Gust
NOVEMBER 15, 2012
But by far the biggest issue is that the very essence of public markets (and what makes them “public”) is that the SEC mandates an enormous amount of transparency, including complete quarterly financial statements, complete publication of the company’s cap table including all significant shareholders, and so forth.
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