I was on the phone with an old friend last week. We were talking about a few things around a negotiation, and he said something profound.
“I just want things to be fair and reasonable.”
I loved this phrase. I learned this value from Len Fassler and Jerry Poch in 1993 when they acquired my first company. I had never bought, sold, or invested in anything up to that point. My partner Dave and I were clueless about selling our company, so it would have been easy to take advantage of us. When I reflect on the deal that Len and Jerry offered us, it was fair and reasonable. There wasn’t much of a negotiation as they knew what they were willing to pay for a business like ours. Instinctively, we knew their offer was fair and reasonable.
At the time, I struggled mightily with the offer, wanting to sell the company on Monday, Wednesday, and Friday. I didn’t want to sell on Tuesday, Thursday, or Saturday. On Sunday, I rested. Dave got very frustrated with me but hung in there. Len and Jerry didn’t change their price or the terms but said the offer was available for however long we wanted as long as our business performance didn’t change. Six months after they made the offer we accepted it.
When I reflect on this 25 years later, they were fair and reasonable. And it set the tone for all of my future deal activity, whether I an investor, a buyer, or a seller. While I’ve dealt with all styles of negotiators, complex multi-party negotiations, and circumstances around all aspects of deals, I’ve always tried to bring the concept of fair and reasonable to the table.
I don’t like the cliche “always leave some money on the table.” I don’t like approaching things as a win-lose or win-win, where the concept of win dominates. I don’t like the statement “that’s what the legal docs say” as that’s a similar cop-out to the phrase “that’s market.” I’m not a fan of histrionics, table pounding, demands, head fakes, lies, and hiding behind – well – anything.
But it doesn’t matter that I don’t like these things or am not a fan of people who lead with them in negotiations. I’ve accepted that everyone has their own style and approach, independent of how I’d like them to behave. Instead, I’d rather approach everything from a perspective of being fair and reasonable. If we can’t get to a deal, so be it. If the other party doesn’t think I’m being fair and reasonable, I’m happy to listen to their explanation why and reconsider my position.
One of the benefits of this approach, at least for me, is that I can make decisions very quickly. I don’t have to do a bunch of analysis. I don’t have to check with lawyers. I don’t have to worry about whether I’m making the right call. While I’ll obviously make some decisions that are wrong and end up with deals that don’t happen, I’ll always feel that I’ve been fair and reasonable.
I think that’s a fair and reasonable approach.
Over the years, I’ve been in many multi-party negotiations. I don’t know the maximum number of participants in a single negotiation, but I’m sure it’s greater than ten active negotiating parties in a transaction.
I don’t mean the number of entities participating in the transaction, but the actual number of active negotiating entities. The best way to figure this out is to count the number of different law firms involved in the transaction.
We shifted our behavior some years ago. Often, we lead deals. When we lead, we negotiate the terms. We work collaboratively with any other co-investors, but we’ll take the lead.
But, if we don’t lead, we follow. This can be tricky, as our instincts (or ego) can often get in the way since we are used to leading deals. Or, the lawyers can get confused about what our real goals and intentions are in the negotiation. We always have a few key things that we need, but these are almost always non-controversial. But they can get mixed up in the fog of a transaction, making the unimportant seem important, and the unemotional seem emotional.
I’ve grown to like the phrases “term setters” and “term accepters.” Simply put, if we lead we negotiate the terms. If we follow we accept the terms. The lawyer fees are much lower when you behave this way.
I don’t believe that one starts an apology with the sentence “The past 24 hours have been the darkest of my life.” In my world, the apology is to another person. It’s not a tone setting exercise, or a plea for sympathy, for the one making the apology.
I was fuming after seeing the public apology on Axios from Justin Caldbeck. I could be wrong, but it felt like it was written by a crisis management PR firm. I spent most of Friday evening angry and upset. Embarrassed by the behavior of some men. Proud of the women who broke their silence about the abuse they had been on the receiving end of. But mostly just ashamed of myself for not doing more about the issue of sexual harassment in our industry.
I read Reid Hoffman’s The Human Rights of Women Entrepreneurs and Joanne Wilson’s The Gig Is Up. My partners and I had an extensive conversation over the weekend. Amy and I talked about it over dinner Friday and Saturday night.
And then I read Brenden Mulligan’s Everything I hate about Justin Caldbeck’s statement. I nodded my head all the way through. I knew what I was feeling, which was what Brenden was articulating. His post is an angry one, which he acknowledges, and the fierceness of it makes the point even more powerful.
It takes a lot to get me angry. I continued to stew all day Saturday. I thought about this during my entire run. I tried to process what I wanted to do and how I wanted to respond. Every time I thought about my anger, I reminded myself that this wasn’t about me. I knew that a quick response, driven by my own anger, wasn’t healthy. So I kept talking to my partners and to Amy.
Clarity of thought for me finally came together on my run Sunday. After lunch and a shower, my partners and I co-wrote the post Our Zero Tolerance Policy On Sexual Harassment which appears on our Foundry Group website.
I hope I, and my partners at Foundry Group, am viewed as a safe place for anyone in our industry. Specifically, if anyone ever feels sexual harassed in any context, I offer myself up as a resource for them to try to be a source of good in the universe.
And, a hint for anyone who wants to apologize for anything. The way to do it, as I learned from my mother, is to say, simply, “Joan, I’m sorry.”
I’ve met and emailed with many pre-seed and seed GPs in the past year. Over sushi last night with two of them, who are also long-time friends, one of them asked me “Brad, how do you think we are differentiated?” This generated a rant from me that went something like this.
There are over 500 seed funds in the market right now. Maybe there’s a thousand. Many of them are angels raising a VC fund. Others are entrepreneurs / operators raising a VC fund. A few are existing VCs who are starting a new firm. I don’t even know what differentiation means anymore as it all blurs together. The operators say we know how to run businesses and help the CEOs that way. The angels say look at the deals we’ve done and the networks we have. Everyone describes the expertise they have around whatever the current hot new technologies are. Regional funds are trendy again. Differentiation is bullshit at this point – the only thing that matters is strategy and returns. And many of these funds / GPs have no realized returns, so all that really matters is strategy.
It wasn’t an angry rant, but it resulted in 15 seconds of awkward silence as we each reached for a piece of sushi.
There are words that get overused to the point of not meaning anything. Differentiation is one of them. It’s now part of a cliche, as in “how are you differentiated?” I no longer care about this. I expect you can create a set of slides or a story about your differentiation, but if I dig in and try to understand what you mean, I expect I’ll feel pretty hollow at the end of it.
I suggested to my friends that we talk about the fund strategy. I know what they are investing in (stage, types of companies) and I know what they do (seed, one or two checks, no board seat but available to the founders for anything at any time, not concerned about ball control on the deal), but this is just the surface strategy.
I realized they were looking at me funny, not because they didn’t understand, but because I probably had some wasabi on my chin. So I went on another rant.
Your fund size is X. How many investments are you going to make? Over what time period? At what pace? How are you going to decide what not to invest in? How are you going to respond to the range of paths a seed deal goes down? Are you going to do your pro-rata or are you one check and done? Are you going to try to have any impact on the VCs who lead the next round? How do you want downstream VCs to think about you, or do you even care? At what point do you flip from being a buyer of equity to a seller of equity? If I give you $1, are you going to invest $0.85, $1 (meaning you recycle), or $1.10 (meaning you recycle 110%)? Are you going to only invest from the fund, or are you going to create SPVs on deals in later stages?
I paused to eat another piece of sushi. We then had a healthy conversation that extended the strategy into ways they worked with CEOs and founders, how they wanted these founders to talk about them to other founders and VCs, and how they thought of themselves in the context of the other 500 seed funds floating around.
As I walked back to my car after saying goodnight to my friends, I felt unsatisfied with my answer to the question of “how are we differentiated?” I thought if I slept on it, my subconscious might do something magical and help me out. But as I sit here in the light of a new day, I’m still feeling the same way I did last night about the complete lack of differentiation among the landscape of seed funds. And, as a result, the relative unimportance of differentiation when compared to other things.
At 18 minutes into this awesome talk that Fred Wilson did at MIT a few weeks ago, he finishes the statement “The best time to invest in something is ...”
“… when nobody wants to invest in it but you.” He adds “And – you have to believe in it and know why.”
Truer words have never been spoken about investing as, or in, VC. Just don’t forget the phrase “and – you have to believe in it and know why.”
Fred is one of my closest friends in the VC business and someone I’ve learned an amazing amount from him since first meeting him in 1996 when he was just starting to work with one of my male soulmates Jerry Colonna.
Watch the video. Listen carefully. Learn from his experience.
Fred – thank you for everything you’ve done for and with me over the years.
I’m on the receiving end of a lot of reference calls. I try to be thoughtful and direct in my responses, but I’m increasingly annoyed by the generic nature of the questions. Over time, I’ve developed an approach to doing reference checks, and my approach actively avoids asking any of the following questions.
I don’t know which VC or Private Equity firm first came up with this list of questions, but like many elements of a term sheet, they seem to have been passed down from generation to generation.
My answer to the last question is “Do you ever get tired of doing reference checks this way?”
If you have purchased the hardcopy edition of Venture Deals 3rd Edition, you can now buy the Kindle version also for $2.99 via the Amazon Kindle Matchbook program.
Jason and I have been asking our publisher (Wiley) for this for a while and we are psyched they’ve agreed to it. It came about after a number of you asked us if we were going to do this, so thanks to y’all for pushing us on it.
On Saturday night I got on a plane and flew to the other side of the planet, where I am now. I’m in Melbourne, finishing my coffee, getting ready for one last meeting here before I fly with David Cohen to Adelaide for the day.
When I left, I had the voices and energy of 25 people in my head. Last Thursday evening was the beginning of the second Reboot VC Bootcamp at my house just outside Boulder.
Amy and I have a second house on our land, which we refer to as “the Carriage House” and the Reboot gang calls “Chez Feld.” The first floor is an event center that we use for non-profit events. The second floor was going to be a man cave, but my idea of a man cave is carrying my laptop around the house wherever Amy goes and sitting down next to her. The idea of hiding out from her a separate place has never made any sense to me so we turned the second floor into a retreat center which friends and companies in our portfolio are starting to discover and use, especially since it’s a lot less expensive (free) than renting a hotel conference room for the day – and a lot more pleasant.
About 20 VCs from around the world showed up for an intense four day experience lead by Jerry Colonna and his Reboot team. The website is understated about the experience.
“Over this long weekend with Jerry, Brad Feld and Team Reboot, we’ll work to uncover your authentic leadership style and teach practical skills for managing the array of feelings that can be triggered–all in the name of helping you become the best investor/board member/supporter you can be.”
To really understand it, read the following four posts from attendees of the second bootcamp.
I was a little sad to leave Saturday and not be part of everything, but reading each of these posts this morning made me very happy. It’s not just that “VCs are people too”, but that the 20 people who showed up in Boulder for four days opened themselves up completely as they each went down their own path of radical self-inquiry. Jerry and the Reboot team continue to amaze me (and many others) in their magical abilities around personal exploration and growth in a professional context (well – and a personal context.)
For everyone who showed up – thank you for coming and letting me be a part of it. As I sit here on the other side of the world with my soul gradually catching up with me from the jetlag, it’s powerful to ponder that we are all just bags of chemicals.
I’m in Minneapolis with my partner Seth. We had a meeting at Best Buy headquarters, met with a gang from the Mayo Clinic who drove up from Rochester, spent the afternoon at the Techstars Retail Accelerator which is at Target headquarters, and had dinner with Revolar. We are at the Techstars Retail Accelerator again today, then at Leadpages for a board meeting, and wrapping up with an internal Target event and an external startup community event put on by Beta.MN.
It’s two full days of immersion in the Minneapolis startup community. As I crawled into bed last night after jamming through my email, I smiled and thought to myself that Seth and I had a good day with a bunch of people talking about the power of entrepreneurship – and how the entrepreneurs are the leaders – while getting to work with a bunch of entrepreneurs.
I woke up to Fred Wilson’s post Understanding VCs and nodded my way through it. I particularly loved how he started.
VCs are not heroes. We are just one part of the startup ecosystem. We provide the capital allocation function and are rewarded when we do it well and eventually go out of business when we don’t do it well. I know. I’ve gone out of business for not doing it well.
If there are heroes in the startup ecosystem, they are the entrepreneurs who take the biggest risks and create the products, services, and companies that we increasingly rely on as tech seeps into everything.
What Fred said.
VCs – go read his post and reflect on it.
Entrepreneurs – go read his post and take it to heart.
Fred – thanks for saying it so well in your inimitable direct style. Understanding VCs is one for the books …
If you’ve missed me, it’s because I spent a week in Australia. Ten days ago, after being there for a few days, I came down with salmonella poisoning. I’m finally starting to feel normal again although I’m still exhausted. This has easily been the sickest I’ve ever been.
While I was gone, the gang at Reboot put up the Reboot Podcast #45 – What’s Love Got to Do with It?- with Fred Wilson and Brad Feld which was a delightful conversation between me, Fred, and Jerry Colonna.
The three of us have a 20+ year history that gives me joy every time I think about it.
I first met Fred in the suburbs of Boston at Yoyodyne in 1996. It was also the first time I met Seth Godin. I had just started working with Softbank and had been commanded to go to Yoyodyne and do “due diligence” by Charley Lax. I had no idea what Softbank or Charley wanted in the way of due diligence, so I went, hung out with Fred and Seth, and wrote Charley an email after saying “Looks great – Seth is awesome” or something like that. Softbank (and Fred – via his new firm Flatiron Partners, which was partially funded by Softbank) invested.
I first met Jerry in a conference room at NetGenesis in Cambridge. I was chairman and we has three product lines at that point: NetForm (an HTML form filler that was getting its but kicked by Allaire), NetThread (which was super cool but getting its butt kicked by something – maybe again Allaire), and NetAnalysis, which was the first weblog analysis tool and became the focus of the company. We sold NetForm to a company called Virtuflex (which went on to become Channelwave, which I became an investor in) and NetThread to eShare. Jerry, again through Flatiron (he and Fred had become partners), was an investor in eShare. I joined the eShare board as an outside director. eThread was acquired by Melita International in 1999 after a crazy ride that included a midnight negotiating session on the 173rd floor of some building in midtown Manhattan to try to merge with iChat. I remember walking about at around 2am with Jerry, completely wasted and frustrated. Welcome to 1999.
Over the last 20 years, the three of us have worked on lots of things in different configurations, but I’d put the deep friendship we’ve developed ahead of all of our business deals. We’ve won and lost together, had great moments as well as deep disappointments. But throughout, we’ve stayed best friends.
I enjoyed making the podcast, I hope you enjoy listening to it.