In my post recently titled Does VC Fund Differentiation Matter? several people commented on some variation of “people” as the key to everything.
I don’t view people as differentiation. I view them as the price of admission. Amy just walked by, read this over my shoulder, and said: “I don’t know what that means.” Hopefully, by the end of this post, it’ll be clearer …
Yesterday I talked to several VCs or entrepreneurs considering becoming a VC. I didn’t know any of them – these were random intros from different people that I knew. I didn’t have an agenda for each call. I was just curious and felt like meeting a few new people yesterday.
In each call, the person gave me their background and what they were exploring. Then they asked me a few questions. These questions were different versions of “what is your investment strategy” and “how do you decide what to fund?”
I went through my usual riff on this, which I should probably just put up on Youtube so I can point people at it rather than spend five minutes saying it over and over again. While I was doing this, a background process in my mind linked me back to the post I wrote on VC Fund Differentiation (or lack thereof). If you’ve heard this riff before, the next bit will be redundant to you.
We have a set of filters. For an early stage investment, we only invest in our themes. We only invest in the US. We don’t have to be the first money in a company, but if the company has raised more than $5m, it’s too late for us. Our goal with this filter is to say no to almost everything within 60 seconds.
Assuming something passes through this filter, we then focus on three things.
</riff>Ok – riff over.
Underlying item two and three is obviously the people. But it’s a characteristic of the people. It’s a characteristic that, at least for us, that has worked over a long period of investing.
When I was a kid, my dad used to say to me “people are the price of admission.” He meant that if I was interested in getting involved in something, I should evaluate the people first.
If we did this before applying our filter, we’d never get anything done because we’d spend too little time looking at too many things. But, by applying the filter first, we can put most of our energy into evaluating the people involved and whether they want us to be involved.
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.
After two years of a dedicated experiment, we’ve decided to stop making new investments via our FG Angels Syndicate. We’ve learned a lot, achieved some of our goals, but ultimately have decided that the effort required to maintain our investment pace on AngelList is too great for us, at least for now. More on that in a bit, but let’s start with some history.
The Monday after AngelList announced their Syndicate product in September 2013 we decided to to jump in with both feet and start FG Angels. As a result, we were one of the very first syndicates and the first VC firm to create a syndicate.
We had several high level goals:
It took a few months for AngelList to gear up Syndicates so that they actually worked. As a result our first investment wasn’t made until early January when we invested in OnTheGo Platforms, which was just acquired by Atheer.
Our plan was to make 50 investments, directly committing $2.5m from our funds ($50k from us for each investment) through 2014. When we did a retrospective on our first year of FG Angels, we had invested in 42 companies. Seth did a nice job of summarizing what the deals and the syndicate activity for the first year looked like.
Our plan was not to generate investment deal flow for us to follow on with our main funds. Instead, we took a one time seed investor approach patterned after an angel strategy that I’ve used for almost 20 years that has now generated a realized return over 10x invested capital and still has about half the money at play.
We’ve ended up investing in three companies through our main funds that we had invested in first with FG Angels (Mattermark, Revolar, and Havenly). However, both Revolar and Havenly went through accelerator programs that we are involved with (Techstars and MergeLane, respectively), which allowed us even more perspective into working with them.
We decided to continue making FG Angels investments through 2015 at about the same pace. By the end of 2015, we had made a total of 65 FG Angels investments. We have 49 funded Backers, a 236 unfunded Backers, a total syndicate backing of $976,653, and an estimated 30 day raise of $171,058.
At the end of 2015, we revisited the goals I mentioned at the beginning of this post. Let’s see how we did and what we learned.
Goal 1: Understand how AngelList and Syndicates worked by actively participating: In addition to understanding in depth how AngelList and Syndicates worked, I’d like to think we helped Naval and his awesome team at AngelList on figuring out the legal, workflow, and UX dynamics around AngelList. We’re fans of both AngelList and Syndicates and it was important to us to give back to the platform and help them work through the dynamics involved in creating and rolling out their Syndicates product.
Goal 2: Be able to experiment with seed investments outside our themes: While we did a lot of investments outside our themes, we generated very little incremental learning on our part. While we could be very helpful in a generic early investor way, the time to value ratio was way off in both directions. While we regularly did short, quick hit help via email, whenever someone wanted to spend an hour or more with one of us, we eventually realized that our investment and ownership in the company was dramatically underweighted. And, this took time away (we each have a finite number of hours each week) from companies we had much larger investments in. We also realized that we were getting the experimentation value and learning at a greater rate from our deep engagement in Techstars.
Goal 3: Extend our network of entrepreneurs and angel investors: As we expected, our network of entrepreneurs was expanded (by about 150 people across the 65 companies.) These founders are active members of our portfolio and our goal is to be helpful to them any way we can, given time constraints. However, we have been disappointed in how we have – or haven’t – been effective at building a broader network of angel investors. We’ve made some new friends and built strong connections with a few angels in the syndicate, but we’ve struggled to build any kind of extended community. The tools for this on AngelList just aren’t there yet and we haven’t committed the resources to do this separately. And, ultimately, some face to face time is likely needed which we haven’t been willing to do.
Goal 4: Generate additional economic returns for our funds: We’ve invested about $3.2 million in FG Angels and are excited about the portfolio. However, it’s a very early stage portfolio that will take a very long time to mature. Even when you include the carry we are getting on FG Angels (15%), this total amount represents less than one fund investment on our part (our typical investment size is $5m to $15m, with this growing to as much as $40m when you include our late stage fund.) Even if we generate a huge multiple on our overall FG Angels investment (say 10x), the impact on our fund return is limited given the size of the investments we were making.
Ultimately, we’ve decided that the effort that we are putting into FG Angels is too great for us to continue on in the way that we’ve have been for the past two years. However, by running the experiment, we’ve better understood the leverage points at the angel / seed level that AngelList and Syndicates create, which for some investors, and many entrepreneurs, is very powerful. Finally, we’d like to believe that we’ve contributed to the evolution and dynamic of angel / seed investing through this effort.
While we are no longer going to be actively making FG Angels investments, every now and then we might do something out of FG Angels. We continue to believe that AngelList Syndicates is an effective platform for companies and investors. We simply felt that we needed to better balance the time and effort we were spending on FG Angels relative to the weight it has in our overall portfolio.
It’s important to all of us at Foundry Group to experiment around the edges of our industry and to push the boundaries of the venture model to find new and innovative ways to create value for our investors while supporting as broad a set of entrepreneurs as possible. We’ll continue to look for ways to do that.
I got the following question from a friend yesterday.
“I’ve had a few conversations recently about how individual seed investors are getting kind of tapped out – for a variety of reasons, but in general it’s not that easy to find people who are still actively investing. I don’t recall your having blogged about this – are you seeing it too? Lots of talk about Series A crunch but maybe there is a seed crunch too?”
I blasted out a response by email, which follows. If you are an active angel, I’d love to hear what you think.
I’m not seeing much evidence of this – yet …
I have seen some of the more prolific angels start to slow down because capital is not recycling as fast as they are putting it out. That’s a pretty common phenomenon. But generally the pool of angel investors is increasing and the prolific ones who have a strategy (such as the angel strategy I advocate) seem to be keeping a steady pace.
There is also a huge amount of seed capital available from seed funds. Some angels are no longer competitive as they are overly price focused (e.g. if the valuation goes above $3m pre it’s too late for me). And the convertible note phenomenon hasn’t helped as many seed deals just keep raising small amounts of convertible debt.
The supply / demand imbalance is way off. While there is an increasing amount of seed capital / seed investors, the number of companies seeking seed investment has grown much faster in the last 24 months.
Also, I think some angels are just tired of the deal velocity. You have to work at it now more to stay in the flow because there’s just so much more of it, and that makes angels, especially semi-retired ones, tired.
If there is a big public market correction and angels feels (a) less wealthy and (b) less liquid (or not liquid), you’ll see a major pullback.
I feel like we are in a sloppy part of the cycle. Everyone is suddenly nervous. There are lots of uncomfortable macro signs, but it’s hard to get a feel for where things are really heading. And, at the same time, the cycle of innovation is intense – there is a huge amount of interesting stuff being created at all levels. And there is a massive amount of capital available that is seeking real returns, vs. low single digits.
Six weeks ago I wrote a post titled The Silliness Of Recapping Seed Rounds. I described a situation that occurred in one of our FG Angels investments that I thought was short sighted on the part of the VC involved and the CEO of the company. I characterized the situation as “silly” and specifically didn’t call out the people as my goal was to be instructive around the startup landscape, not to complain (we are big boys and will deal with whatever) or to try to generate a different outcome. I accepted what happened, wrote my post, and moved on.
Over the next few days I had a few emails and phone calls with the VC and the CEO. I was told that my post generated some attacks, both professional and personal, and plenty of thought and reflection on the situation.
I was willing to engage (even though I said I was done in my post) due to my “fuck me once” rule. If you aren’t aware of it, I wrote a chapter about it in Do More Faster (although Wiley made me call it the “screw me once rule.”) While the exchanges had a little emotion in them, they were generally calm and rational.
At some point, I was asked directly by the CEO what I would have done in the situation. My answer was simple – I would have given the early seed investors some percentage of the company as part of the financing. 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. Instead of pricing the new round at $100,000 pre-money (effectively wiping out the several million dollars of seed money already raised and spent), I would have set a higher pre-money but sized it to be reasonable given all the other dynamics.
When asked what the range I would give to the seed investors post financing, I said 10% – 15%. I didn’t do spreadsheet math to get there – I just figured that the economics of the round ended up with the seed round getting about 33% (the max I think most seed rounds should end up getting) and then take meaningful dilution from there.
The CEO committed to doing something here, which I told him I respected. Yesterday, I got the docs giving the seed investors, which included the FG Angels group, 12% of the post money cap table.
I’m glad the CEO and the VC investors did the right thing. I also appreciate it as it sets an important tone in the seed stage ecosystem. And, most of all, I’m happy to give them all another chance in my book.
Here’s the scenario. A company raises $2m 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 33% (equivalent to an equity financing of $2m at a $6m post money valuation.
The company spends the $2m building and launching their first product. The first release is underwhelming, but they iterate aggressively, with feedback and support from some of their angel investors. The product gets a lot better. They go out to raise a Series A, but there are no takers. The feedback is “come back when you’ve made more progress with customers.” They are running out of money.
One of their angel investors, who happens to be a VC firm, decides to invest another $500,000 in the company. But instead of adding it on to the note or doing an equity round with a price, which could still be an early stage price but below the cap, they make the argument that since the company couldn’t raise a round, the company is worthless.
So they recapitalize the company. The term sheet converts all the convertible debt into a post-money valuation of $100k, essentially making the convertible debt worthless. The new money comes in at a pre-money valuation of $100k, but includes a complete refresh of founder equity to 40% of the company. So the new investment gets 60%, the founders get 39.9%, and the $2m of seed money gets 0.1%.
As part of this, all of the seed investors get a chance to participate in the round prorata to preserve their ownership percentage. But this equity round is going to be controlled completely by the VC who just did the recap.
Yup – this just happened to us in an FG Angels deal. It blew my mind. We signed the paperwork, wrote our investment off, and walked away. We have no interest in re-investing alongside a VC firm that doesn’t respect a $2m investment by seed / angel investors. While we understand the pressure the founder was likely under, we don’t accept the notion of the bribe where the founders get 39.9% and the investors, who put up $2m in a convertible note, get 0.1%.
Sure – it happens. 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. The founders usually get wiped out completely, but existing management usually ends up with new options for between 10% and 20% of the company. It’s not pretty, but it happens.
But in this cycle, I hadn’t seen it in a seed round.
When I made 40 seed investments between 1994 and 1996, I had a philosophy that I’d double down on a seed investment. If I put $25k into a company, it made progress, but couldn’t get to the next level where it could raise a round, I’d offer up another $25k at the same price. If I was leading a gang of friends (that’s what I called it before the word syndicate started to be used), and that gang had put in $200k alongside my $25k, I’d encourage my gang to do the same, and they often did. In some cases this turned into nothing, but in a few cases it had magnificent outcomes for me and my gang, along with the entrepreneurs. And, everyone, in either case, felt good about how things played out.
We are big boys and are fine walking away from investments that aren’t working. But it galls us when we make bad people decisions, which happens sometimes, but not that often anymore. In this case, we misread the respect – or lack thereof – that a co-investor and an entrepreneur would have for the other seed investors and the seed capital that helped them get a product built and into customer hands.
While I wish them well as a company, the individuals are no longer part of our gang. And the VC is a firm we have no interest in ever working with again. The entrepreneur and the VC may not care at all, and that’s fine with us, but we’ll remember the behavior for a long time.
In a single turn game, this might be rational behavior. But in a multi-turn game that lasts for a very long time, across multiple contexts, this is a bad strategy. And developing a reputation for recapping seed rounds is, in my book, silly.
This morning my partners at Foundry Group and I announced that we are going to make 50 seed investments of $50,000 each on AngelList between now and the end of 2014. We’ll be doing this via AngelList’s new Syndicate approach through an entity called FG Angel where we will create a syndicate of up to $500,000, allowing others to invest $450,000 alongside anything we do. For now, we are using my AngelList account (bfeld) which I’ve renamed Brad Feld (FG Angel). We are working with Naval and team at AngelList to get this set up correctly so that a firm (e.g. Foundry Group) can create the syndicate in the future, at which point we’ll move the activity over to there.
For years, we have had people ask if they can invest alongside us at Foundry Group at the seed level. We’ve never had an entrepreneurs fund, or a side fund, so we’ve encouraged people to invest in Techstars and other seed funds that we are investors in. As of today, we have a new way for people to invest alongside of us – via AngelList’s syndicate. The minimum investment is $1,000 per deal, so if you make a $1,000 commitment to our syndicate, you are committing to investing $50,000 alongside of us between now and the end of 2014 in the best seed investments we can find on AngelList. Simply go to Brad Feld (FG Angels) and click the big blue “Back” button. Special bonus hugs to anyone who backs FG Angels today (as I write this, the first backer has come in – from Paul Sethi – thanks Paul – awesome to be investing with you.)
This is an experiment. If you know us, we love to experiment with stuff, rather than theorize about things. We are huge believes in seed and early stage investing and through a variety of vehicles, including Techstars and our personal investments in other early stage VC funds, have well over 1,000 seed investments that are active. This has created an incredible network that adds to our Foundry Group portfolio. With FG Angel, we are taking this to another level as we begin a set of activities to amplify this network dramatically.
So there is no ambiguity, the investments come from our Foundry Group fund. All economics, including the syndicate carry, go to our fund. We are calling this FG Angel because we are approaching this the same way we do with any angel investment. I’ve written extensively about my own angel investing strategy in the past – you’ll see this reflected in what we are doing here. Over the years my angel strategy has been very successful financially and our goal with FG Angel mirrors that.
We expect we’ll learn a lot about this between now and the end of the year. When we learn, we’ll share what we learn. We believe deeply that the best way to learn about new stuff is to participate. So – off we go. We hope you join us – both in the syndicate and the ensuing network.
On Friday, I saw a tweet from Chris Sacca about super pro-rata rights that said “Seeing a lot of VCs cram super-prorata terms into deals. Feels uncool to me. Any good arguments for why it’s helpful to entrepreneurs?” I quickly responded to Chris on Twitter with “@sacca just say no to super prorata” and then opened up a WordPress window and scribbled some thoughts for a draft post on that that I was planning to put up Monday morning (now).
On Sunday, I saw a phenomenal post from Mark Suster titled Why Super Pro-rata Rights are Not a Good Deal for Entrepreneurs. In it, he covers many of the reasons I was planning to cover. He also does a great job of setting up how pro-rata and super pro-rata rights work. It’s a must read post for any entrepreneur doing a seed or early stage financing.
Mark talks about why super pro-rata rights are suddenly appearing regularly, but I think he’s being too nice about it. He says:
“Often it’s when a larger fund (e.g. non seed / micro VC fund) wants to put in $500k (less than their typical investment) but wants to have a marker on your company if you end up being super hot. In my mind, it’s almost like a dog pissing on its territory. Read: it’s an option for that investor and a super expensive one to you, the entrepreneur.”
This behavior is not limited to large funds. I’ve had two investments over the past year where smaller funds tried to argue for super pro-rata rights in the seed round. In one case they argued that they were going to do more work than the other two investors (which included me); in the other case they stuck with the 20% argument but said “we have to have 20% after the next round in order for us to want to work on this investment.” In both cases the entrepreneurs ultimately decided not to include the firm insisting on super pro-rata rights in the round.
I’ve also starting seeing this ask all over the place with the “new” seed programs that large funds have. This is a subset of the case Mark is referring to, but it’s actually more annoying than Mark makes it out to be. In the last two years, many large established VC firms have created “new” seed programs. These are firms that have historically positioned themselves as early stage investors, but in some cases explicitly stopped doing seed rounds while in others simply drifted away from them. Suddenly, they are back, with seed programs aimed at making high velocity investments in brand new companies.
I applaud these firms, but only if they are doing their seed investing in a way that is consistent with how they position the activity as “entrepreneur friendly.” Specifically, if you are entrepreneur friendly and you do a seed investment, you do not need or even want a super pro-rata right. Instead, you should earn the right to invest above your pro-rata in the next round through early engagement with the company, hard work, and active help for the company. This behavior is “entrepreneur friendly” and is the spirit of how many firms are talking about their seed programs (e.g. we make decisions quickly, we treat you like any other company we invest in, and we help as much as we can.)
Now for firms that insist on super pro-rata rights, they should call it how it is. Which is “we are tossing a tiny amount of money in you now but we want to reserve the option to own a lot more if you are successful.” Mark calls this dynamic out specifically in his post, but doesn’t put it on the VCs. It doesn’t actually bother me that a VC might want to take this approach; I just don’t think an entrepreneur should ever accept it if he has any other choices.
In many cases, I’ve seen the VC request for super pro-rata rights collapse in the context of a hot seed investment. The entrepreneur holds all of the cards in this case and should use them, as it gives the entrepreneur many more options in the next round. If the VC insists on the super pro-rata right, make sure you really understand what is going on, as this negotiating posture (and philosophy) on the part of the VC will likely surface again in the future.
To all my VC friends – take a page from the super angel playbook. If you want to do seed investments, or have a formal seed investment program, model it after the super angels, especially the ones who have raised small VC funds. These guys make small investments, bust their asses for the companies they invest in, and often get opportunities to invest more in the next round. In a lot of cases, they don’t have the capacity to do anywhere near what you could do, but in all cases I’ve been involved in, the entrepreneurs have fought for these seed investors and as someone who doesn’t feel the need to be the first money in a company, I’ve always tried to accomodate the request for more than pro-rata in the context of the new financing I’m leading.
And yes Chris – it’s definitely uncool.
There have been a number of thoughtful “early warning sign” posts in the past few days including one from Fred Wilson (Storm Clouds), one from Mark Suster (What Angel Investing & Florida Condos Have in Common), and Roger Ehrenberg (Investing in a frenzied market).
The seed investing phenomenon of 2010 has been awesome to watch and participate in. The velocity of activity from individual angels, angel groups, seed VCs (the correct phrase for most of the “super angels” which have now raised actual funds), and even traditional VCs has been on a steep climb throughout the year. When the numbers are tallied up at the end of the year (I’m sure someone will do it – and it won’t be me) I expect there will be all kinds of new records set.
But the warning signs from Fred, Mark, and Roger are worth reading and pondering carefully. I have a few choice quotes to add to the mix that I’ve heard over the past thirty days.
In both cases, when I speculate on the next sentence they would have said if they were being direct and blunt, it would be something like “I expect the balance of them will go out of business after thrashing around for a while.” The optimist would have a different view (e.g. that they would be quickly acquired or they would never need additional capital), but anyone that has been investing for a while knows this isn’t the likely outcome for any but a small number of these companies.
Mid-year I felt compelled to write a post titled Suggestions for Angel Investors. When I reflect on that post, my fear is that most seed investors aren’t implementing a “double down on the first round” strategy. Some percentage of seed deals will quickly raise their next round (30% if you believe the two anecdotes above.) Some percentage of seed deals will fizzle out. But some percentage will get stuck in the middle. They will be interesting ideas with solid teams that realize their first idea out of the gate needs a pivot. Or they’ll be in the middle of a pivot when they run out of cash. In the absence of the existing seed investors stepping up and writing another check (without any new / outside validation) it’s going to be hard for these companies to get to the place where they raise a next round financing.
While all entrepreneurs are optimistic on the day they raise their seed round that they’ll be one of the hot deals that easily raises a significant next round, it’s worth starting to plan from the beginning for the case where you “are interesting, but not unambiguously compelling.” In these cases, you need more time and the only place you are likely to get it is from your existing investors. If they are willing to keep investing on their own without a new outside lead, you’ll at least have a chance to get to the next level. But if they aren’t, you could find yourself in a very uncomfortable situation.
I’ll end with Fred’s money quote:
“Anything that is unsustainable will eventually stop happening. And when it stops happening, there will be a dislocation event that will cause people to change their behavior. ,,, When will it stop? Who knows? But be prepared for it to end. And when it does, things will be different. And we should all be prepared for that time.”
Having worked alongside Fred for a long time in a number of companies through several cycles, I can assure you these words come from a place of wisdom, experience, and shared pain.
I was thinking more about my post from yesterday titled Addressing The VC Seed Investor Signaling Problem. There were a bunch of good comments that caused me to realize that I wrote the post from the perspective of a VC, not an entrepreneur. As I mulled the comments over, I realized something very specific.
If a VC invests in a seed round but then doesn’t invest in the next round, there is a signaling problem, regardless of what the VC does with their investment.
When I read the post carefully, I realized that I implied that the VC firm’s strategy of selling back their seed investment might address part of the signaling problem. In hindsight, it doesn’t address this at all. It addresses a different problem – the free rider problem.
Most VC’s hate when other VC’s act as free riders. A free rider is defined as someone who invests in an early round but then doesn’t participate in future rounds. Note that I explicitly said “other VCs” and not angel investors. Most VCs expect that angel investors will only invest in the first round or two, so they get exempted from free rider status. I also exempt “super angels” / “seed-only VCs” from this – if you clearly define your role as an investor in the first round or two, and you never participate in later rounds, then you won’t end up being classified as a free rider. But, once you start participating in later rounds, the expectation of your financial participation changes.
Early stage VCs are often expected to play at least pro-rata in following rounds. When companies are successful, the early investors often (but not always) back off their pro-rata. But, when companies go sideways or struggle, the early investors are often expected, by their co-investors – to continue to participate pro-rata until the company either succeeds or fails. In many cases, the consequences for not participating are significant and you can get a taste for this from the post on the term Pay-to-Play that my partner Jason and I wrote in 2005.
The firm that I mentioned in the previous post addresses the free rider problem by saying “look, we’ll make it easy, we don’t support going forward so we’ll sell back our equity to the company, entrepreneurs, or angels and get out of the way for new VC investors.” While this doesn’t address signaling, it does eliminate the free rider – in this case the VC that is not going to participate going forward.
When things are going great, none of this matters. But when things aren’t, they matter a lot. If I shift from the perspective of a VC to the perspective of an entrepreneur, I would only want VCs as seed investors who have a proven track record of consistently following their seed investments with future investments. This will never happen 100% of the time – there are definitely seed investments that don’t make it. In addition, there are often cases where the entrepreneur doesn’t have choices and has to work with whoever shows up with a check. But to hand wave over the issue is illogical.
Now, as a VC, I don’t want to co-invest with free riders. I’m exempting angels, super angels, and “seed-only VCs” from this. But if I co-invest with someone, I want to know that they are going to work with us to continue to fund the company, not walk away 50% of the time “because” – well – whatever “because” means.
The collision between signaling and free riders is what creates a lot of dissonance. In the current wave of seed and angel investing activity, we haven’t hit a hard down cycle yet. We will. When we do, these two issues are going to pop to the forefront. Anyone who participates in the early stage investment ecosystem (entrepreneurs, angels, and VCs) should make sure they spend some time thinking about this and incorporating it into their own strategy, before it is upon them.