Month: July 2004
I went to the gym today (we have one in Homer – it’s small, but it works) to do my semiweekly (or is it biweekly – twice a week) weight workout that my running coach makes (ok – begs) me to do. I hate weights (my standard reaction to anyone that suggests we go lift weights is that jews don’t do weights), but I capitulate to my coach.
The gym was pretty full (by Homer standards – about ten people). While I was resting between sets, I stretched and looked at the other folks working out (something I never do in a large club – I end up in with my eyes in that “glazed over not looking at anyone or anything mode.”) I was stunned by what I saw. There was a guy on a stairmaster that was literally hunched over at a 90 degree angle to his legs reading a magazine while he lifted his legs straight up. Another guys was riding a bike, but had his chest lying on the bike readout / reading stand thing – again – almost bent over at 90 degrees. Both of these guys looked brutalized after about 10 minutes of jamming their legs up and down at a weird angle to the rest of their contorted body.
In contrast, there was a woman about my age that was doing a workout that was similar to mine. Her form was perfect and it showed – her muscles were well defined, she was calm during her workout, and was moving about twice the weight I was with what appeared to be moderate effort. She noticed the hunchbacks also at some point and nodded to me – pointing at them – as we passed during a break. She was extremely aware of her form – not because anyone was watching her (I don’t give myself that much credit), but because she knew the benefit of perfect form to what she was trying to accomplish.
As I settled into another set, I consciously thought about how I was sitting, what I was doing, and how the various parts of my body were moving to accomplish the task at hand. It’s a good metaphor for so much of life – if you pay attention to your form, you get better results.
I wrote about the merger of EYT and ePartners a few weeks ago.
Today, ePartners announced that Microsoft had named it Global Partner of the Year at Microsoft’s annual Worldwide Partner Conference. While not as exciting as the $32 billion Microsoft dividend announced yesterday, it’s great news for ePartners as the Global Partner award is Microsoft’s highest Microsoft Business Solutions (MBS) award.
Congrats to the ePartners team!
That got your attention, huh? There it is – on page 233 – as our intrepid authors speculate on the title of their upcoming Inc. Magazine interview (which was – thankfully titled – An American Start-Up – subtitled “We’re motivated, passionate, excited, terrified, and, at many times, have absolutely no idea what we’re doing.”)
When I was starting my first company, I read all kinds of books from entrepreneurs and founders of companies that “seemed successful.” Many of these were autobiographical, self-promoting drivel. I eventually gave up and rarely read these today.
Matt Blumberg’s review turned me on to this one. The MouseDriver Chronicles is a great story, well written, fast paced, and has a very “blog-like we’ll share everything” feel. The authors – who co-founded a business to create a mouse that looks like a golf driver immediately upon graduating from Wharton Business School – tell all. They spare no one, least of all themselves.
Since the business was started in 1999, they spend a lot of time reflecting on how their buddies are doing in the dotcom explosion while they toil away in obscurity at a markedly low tech business. A chapter aptly titled Schadenfreude near the end of the book allows our fearless entrepreneurs a small measure of satisfaction to have created a successful, albeit modest, business in the midst of what became the dotcom implosion.
This is a must read for any entrepreneur – first time or otherwise. Their stories are great and their lessons are clear. For example, the chapter titled Darkness, Darkness, Darkness, Darkness is about – well – when everything completely goes to shit early in the life of the business. It’s an experience that any entrepreneur that has survived the creation of a company will recall clearly (possibly with glee that it’s in the rearview mirror, it’s happened a bunch of times since, and Mr. Entrepreneur has survived). Out of this, our fearless leaders realize that “Making and Selling – that’s all any business is, really, from Boeing to the corner lemonade stand. The rest is dreaming, description, and distraction.”
Great stuff. I wish there were more books in the world like this one.
We saw the priceless remake of the classic The Stepford Wives in our little town’s theater (the other movie was Spiderman 2).
“This place does something to people – all of the women are always smiling,” said Joanna (Nicole Kidman). “That’s a problem because?” queries her husband Walter (Matthew Broderick). “That’s not normal Walter!” exclaimes Joanna.
I finally lost it when Claire (Glenn Close) says “I wondered where we could put a town of robots and no one would notice and I thought – Connecticut!”
I wrote the following article for The Kauffman Foundation’s Entreworld web site some time in the late 1990’s. Someone reminded me of it the other day and I looked it up. It’s especially relevant today after all the major public company scandals of the past few years, the passage of Sarbanes-Oxley, and the renewed attempts at activism by boards of directors. A few of the comments – such as the one on D&O insurance – are dated (D&O insurance for private companies is economical, although not often that useful). I’ve sat on plenty of boards and when I reflect on them am sad to say that they are spread equally between the first two categories I list below (I’ve been on lame duck boards, but have resigned quickly after realizing that’s what they were). I wish I could say they have all been (and are all) working boards, but I can’t. I guess it’s up to me to continue to be vigilant about changing that in the future.
Every large public company has a board of directors. The news is filled with stories about prominent people joining boards, about boards kicking out presidents and founders, and about personal liability of members of the boards. In a large public company, the board plays an incredibly important, and often controversial role in the governance and development of a company.
Given this, should a startup or small entrepreneurial company have a board of directors? I say, emphatically, YES!
By definition, every corporation has a board of directors. The minimum legal size of the board varies by state. In some states, the minimum size is three people (typically a president, secretary, and treasurer–also referred to as the officers of the company). In other states, the minimum size is linked to the number of shareholders–if there is only one equity holder in the corporation, there only needs to be one board member. Of course, there are several different types of companies, such as partnerships or sole proprietorships that do not require a formal board.
For many companies, the board of directors ends up being the founders of the company. However, I believe there is huge value in expanding the board to include “outside” directors–those that do not work for the company, but offer their time and advice to help shape and guide the company. These outside directors serve a similar function to those of a public company, but often with a much different approach.
It is important not to get a board of directors confused with a board of advisors or a strategic advisory board. These other boards are incredibly valuable tools for a company, but they serve a dramatically different purpose which I will discuss in a separate article.
I have been a member of many boards of directors and I have come to classify each board as one of three different types:
- Working Boards: These are boards that role up their sleeves and help the founders and management team of the company get the job done. They meet frequently, have animated, engaged discussions, and offer significant ongoing support and help to the key owners and managers of the company.
- Reporting Boards: These are boards that meet four to six times a year for a status report on the company. If everything is going well, they tend not to have much to say. If there are problems or issues, they are often critical of the CEO and the management team. If things continue to go poorly, they often take action of some sort.
- Lame Duck Boards: These are boards that have no influence on the company. In many cases, they are simply rubber stamp exercises for the CEO or founders.
The only type of board that I believe is useful for a small, entrepreneurial company is a working board. The pressures in an entrepreneurial company are great enough that the founders and the management team need everyone involved doing everything they can to make the company successful. This does not mean that everyone agrees on everything, or the members of the board are not critical of the management team. But, it does mean that there is an active, open commitment to work with the founders and management team to make the company succeed wildly.
Board members come in many shapes and sizes. In my experience, a good size of a board is five to seven people, including the insiders. If there are only one or two insiders on the board, a total board size of five is plenty. If there are more than two insiders on the board, seven board members is more appropriate. I recommend that several of the outside board members be highly experienced entrepreneurs in the market that the company is going after. The rest of the board members should be experienced entrepreneurs in other business segments, but with a particular interest in something about the company.
The chairman of the board is often one of the insiders, such as the president or CEO. However, in many cases, you may want the chairman to be one of the outsiders, especially in a situation where one of the outsiders helped start the company by putting up some of the initial seed capital. The role of the chairman varies dramatically, but it often raises the level of commitment of the individual board member that is the chairman and the overall board in general.
Significant outside investors, especially venture capitalists, will want board seats. I recommend you limit the number of outside investors on your board, unless they fit the criteria listed above. A venture investor only needs one board seat – if you have a syndicate of venture investors (several different venture capitalists that invested together in the round), consider offering one board seat and extending observer rights (e.g. the right to attend any board meeting) to the other investors. These rights should be negotiated as part of the investment.
In addition to functioning as a regular sounding board for the management team, board members can contribute substantially to the business, both as a group and individually. Board members can be incredibly useful during financings, merger and acquisition activity, general corporate strategy, and executive recruiting. Do not overlook the experiences and skills of each of the individual board members–they can often play high value, short term consulting roles as needed.
Board members should be compensated for their efforts. At the minimum, their travel expenses should be paid. Most entrepreneurial companies should set up an option package for the board members – depending on the level of effort requested of the board, this could be as little as 0.25 percent of the company or as much as 2 percent of the company vesting over four years. In addition, many board members are interested and willing to invest in the company. I always believe that it is in the best interest of a company to have the board members have a meaningful equity stake in the company.
In some cases, the directors that you recruit will have a substantial personal net worth. In these cases, they might ask if the company has “Director and Officers Insurance” (D&O Insurance). This is insurance that protects the director from having personal liability in case the company gets sued. Small companies cannot afford D&O insurance (in fact, most private companies cannot afford this), while most public companies must have this as a requirement of the underwriters in an initial public offering. So, when confronted with the question, the best solution is to make sure that the articles of incorporation of the company provide the directors with the highest limitation on liability afforded by the state the company is incorporated in. Don’t waste your time investigating D&O pricing – it won’t be economical.
Finally, take good care of your board members. These are busy folks that are making a substantial time and energy commitment to you. They share in the rewards if you are successful, but their time and energy is at risk since their primary form of compensation is equity in your company. Feed them. Make them comfortable. Have fun together! You’ll be pleasantly surprised how much faster the relationships evolve and how much more valuable they become when everyone is working hard, but having a good time together. Don’t ever let your board get bored.
This article can be found on the Kauffman Foundation’s Entreworld web site at the following link.
My friend Jenny Lawton had a good post on women, voting, and the creative / entrepreneurial efforts of Torrey Strohmeier. Amy and I were talking about women’s rights the other night recalled that women didn’t have the legal right to vote until 1920 (after the amendment was first introduced in 1878). Amazingly, women weren’t eligible to apply for the Rhodes Scholarship until 1977.
They started the week by releasing v4.0 of their VAM product (Vulnerability Lifecycle Management). VAM 4.0 is a mature enterprise vulnerability management product that now includes patch management and something we call one-click remidation workflow management (the best workflow management in the security market). We had good pickup on the product release including CMP Systems Management Pipeline and CRN.
Releasing a new version of a product is always a big deal, but we ended the week with a Best Buy award in SC Magazine for Border Guard – our intrusion prevention product, one of the key magazines for security professionals. We tied with Tipping Point and beat out companies like ISS and Netscreen.
The actual review was dynamite. Whenever you get the highest rating in every category, Positives of “easy to set up, comfortable to navigate, and it really streamlined the complex process of intrusion prevention without losing functionality”; Negatives of “nothing much”; and a Verdict of “one of the best in terms of usage and installation” you have something be happy about.
I’ve very proud of Raj and the StillSecure team and decided to shamelessly toot their horn. If you are looking for high quality, cost effective network security software (or know someone that is), please aim them at StillSecure.
I switched from Netscape to Internet Explorer when Windows 98 came out. Go figure. I’ve been stubbornly using IE and refused to even look at Mozilla / Firefox given that I spend so much of my time in email and I always felt (incorrectly) that Outlook and IE would be better integrated than Outlook and Firefox.
I’ve grown increasingly frustrated with IE lately for a variety of reasons, including some bugs that I can’t figure out workarounds for, occassional grungy performance issues, endless popup Windows and Spyware problems, and all the well publicized security issues.
I decided to break down and give Firefox a try. I’ve been using it for two weeks and love it. If you are a heavy browser user and still using IE, you should absolutely consider Firefox. Following are some quick reasons:
- Much faster / more consistent performance
- No Spyware popups
- Tabbed browsing (really wonderful for the heavy user)
- Great password manager
- Bookmark sync to an FTP server (for managing bookmarks across multiple screens)
- Extensive Extensions (https://update.mozilla.org/extensions/)
As a NewsGator user, there’s even an extension for subscribing to an RSS feed in NewsGator.
Thanks Ross for pushing me over the edge.
I received a number of comments, private emails, and a few links to my post on Venture Capital Deal Algebra. The consistent theme was “tell me more about how VC investments work.” As a result, I’m going to write a series of posts on the structural and financial components of a typical venture capital investment. I’m going to use a bottom up approach – talking about individual components over time and then tying them together in a comprehensive term sheet.
An important place to start is the concept of a liquidation preference. Fred Wilson hints at it in his post on valuation. A liquidation preference is a standand (and rarely negotiable part) of a VC investment. It’s the downside protection on an investment that VCs expect to have as a baseline of any equity investment.
The vast majority of VC investments are structured as preferred stock. It’s called preferred because it “sits in front of” the common stock (or is “preferred to the common”) where common stock is the plain vanilla stock that a company has. Typically in VC investments, founders receive common stock, employees receive either common stock or options to purchase common stock, and the VCs receive preferred stock. This preferred stock has a series of special rights which almost always include a liquidation preference. The liquidation preference means that the VC will have the option – in a liquidity event – of either receiving their liquidation preference as their return or converting into common stock and receiving their percentage ownership as their return.
Consider the following example. Acme Venture Capital (AVC) makes an investment in an established company called Homer Software that has been bootstrapped by the founders. Homer Software has shipped a product in an exciting market and generated $3m of revenue in the past 12 months. AVC invests $5m at a $10m pre-money valuation. As part of this investment, AVC and the founders of AVC agree to a 20% option pool for new employees that are going to be hired to be built into the pre-money valuation (see Venture Capital Deal Algebra if this doesn’t make sense). The result is that AVC owns 33.3% of the company, the founders own 46.7% of the company, and 20% is reserved for options for employees. In this example, AVC purchases Series A Preferred Stock that has a liquidation preference.
Now – consider two outcomes.
- Homer Software continues its rapid growth and is acquired for $100m. AVC has a choice – either receive the liquidation preference ($5m) or convert to common and receive 33.3% of the proceeds ($33.3m). Easy choice.
- Homer Software struggles and is acquired by a competitor for $9m. AVC again has a choice – either receive the liquidation preference ($5m) or convert to common and receive 33.3% of the proceeds ($3m). Again, easy choice.
When cash or public company stock is used in an acquisition, the valuation can be mathematically determined with certainty. However, when the acquirer is a private company, the valuation is much harder to determine and is often ambiguous as it depends on the value of the private company and the type of stock (common, preferred, junior preferred, or some other special class) being used. In these cases, the use of the liquidation preference is less clear cut and it’s critical that the company have objective, outside (independent) directors and experienced outside legal counsel to help with determining valuation.
One exception to the liquidity event is an IPO. Typically, an IPO will force the conversion of preferred stock to common stock, eliminating the liquidation preference. In most cases, the IPO event is an “upside liquidity event” so the need for the liquidation preference (and corresponding downside protection) is eliminated (although this is not always the case).
Next up – To Participate or Not (Participating Preferences) – an often maligned and typically hotly negotiated issue that is a more complex form of liquidation preference.
Educating Esme: Diary of a Teacher’s First Year is my new best book of the summer. It’s a diary of Esme Raji Codell’s first year as a public school teacher (fifth grade) in Chicago. It is hilarious, sweet, sad, inspiring, disheartening, uplifting, and deeply insightful.
Esme’s got a great web site at Planet Esme – A Wwwonderful World of Children’s Literature. This woman needs a blog!
Esme Codell has a new fan – me.