The JOBS Act, which was approved by Congress and signed by President Obama with much fanfare over a year ago, was intended to help small business. It is, after all, called the Jumpstart Our Business Startups Act. A number of the provisions have been slow to get written into law and the SEC has missed their deadlines on a bunch of stuff, including the often talked about equity crowdfunding activity.
Recently, the SEC weighed in on a number of the things they were required to with much fanfare. Fred Wilson wrote Let The Games Begin in response to the SEC lifting the General Solicitation Ban. However, Fred, and many others, missed the new proposed Amendments to Regulation D, Form D and Rule 156 under the Securities Act. And they look like one scary mess that could undermine the whole thing if approved.
Some posts with analysis of this have finally started to appear. A good summary is by Joe Wallin at his Startup Law Blog titled Proposed Rules Hard on Startups. And I’ve gotten a number of emails with similar analysis. My favorite summary was from a very experienced law firm.
“The SEC giveth (as mandated by Congress) and taketh away (by its own mandate).
It is incredible that the SEC finally got around to implementing rules to remove the ban on solicitation (as it was required by statute to do so in 2012), but concurrently proposes new rules intended to retard the benefits of easing the capital formation process (the goal of the JOBS Act).
The new proposed rules will require a Form D to be filed 15 days in ADVANCE of a Reg 506 offering and after, substantially expand the scope of information required to be disclosed in Form D and disqualify an issuer from relying on Rule 506 for one year if the issuer does not comply with the new filing requirements (including a requirement that the Form D be timely filed). The new rule also would require filing with the SEC of all written general solicitation materials. So much for deregulation!”
Seriously? More commentary from one of the emails I received follows:
“The new rules and rule proposals were a kind of packaged effort to address the Congressional mandate in the JOBS Act, while attempting to maintain investor protection. Apparently, the package was enough to mollify Commissioner Walter, but Commissioner Aguilar was unwilling to go along. In his view, the rules adopted come at the expense of investor protection. He reiterated that the record supports the argument that elimination of the ban on general solicitation will facilitate fraud and viewed the adoption of the rules without appropriate safeguards as “reckless.” He also contended that the proposal to study the practical effects and then adopt rules if necessary would come too late – closing the barn door after the horses have already escaped. Although he voted for adoption of the disqualification rule, he also objected to the narrowing of the categories of individuals covered, as well as the application to only prospective events, especially given the two-year delay in adoption of the final rule. On the other side of the aisle, Commissioners Paredes and Gallagher both objected to the proposal to facilitate monitoring of market changes resulting from elimination of the prohibition. They both viewed the proposal as placing an undue burden on capital formation and undermining the objectives of the JOBS Act.”
While the “proposed rules” are still “proposed”, hopefully the SEC will reject these new proposals, especially in the context of Congress’s mandate to Jumpstart Our Business Startups.
Many of you know that I’ve been working on several new books this summer. I’m completely obsessed with the radical transformation of our society from a hierarchy to a network, the integration of the machines into every aspect of our lives, and the radical transformation of the way – as humans and organizations – we work. Hopefully this shows through in what we invest in (for example, most recently Full Contact and Modular Robotics).
As a result of this obsession, I’m launching Startup Revolution, starting now.
I view Startup Revolution as a movement. Since my partners and I started Foundry Group in 2007 we’ve had an incredible experience working with a hundreds of entrepreneurs across the US in the 50 or so companies we’ve directly funded. We co-founded TechStars and have gotten to work with thousands of amazing entrepreneurs and mentors, many of whom are also incredible entrepreneurs. We’ve written a few books, including Do More Faster and Venture Deals and met many more entrepreneurs through them. We’ve invested in other VC funds with our own money (and subsequently met even more entrepreneurs) and evangelized tirelessly about startups around the US, working with organizations like the Startup America Partnership.
Lots of community has developed around startups, what I’ve learned, and what I think at the Feld Thoughts site, but I want to create a community that is broader. My partners and I continually learn all kinds of things about startups. We learn by doing – through our investing at Foundry Group. But we also learn by teaching – through writing (books and blogs), talking to entrepreneurs continually about what we are thinking, and evangelizing the power of startups and entrepreneurship as widely as we can. And all of this makes us better investors.
The Startup Revolution movement is another step in this. Like any new thing, I’m launching early and iterating often. The next few moves are the Startup Revolution site (and subsites for each book – Startup Communities, Startup Life, Startup Boards, and Startup Metrics). Leave anything you want me to add, change, or think about in the comments.
Finally, pre-orders for Startup Communities: Building an Entrepreneurial Ecosystem in Your City and Startup Life: Surviving and Thriving in a Relationship with an Entrepreneur are now up on Amazon.
The Startup Revolution is well underway. Don’t be left behind.
In my upcoming book, Startup Communities: Building an Entrepreneurial Ecosystem in Your City, Mark Solon (Highway 12 Ventures) tells the story of a “startup wake” in a section where he gives an outsiders view of the Boulder startup community.
“I’ll never forget one of my early visits to Boulder. After a full day of meeting with startups, I was asked by the entrepreneurs I was with if I’d like to join them and some peers for a “special dinner.” “Sure,” I replied. “What’s special about it?” “It’s a wake” they deadpanned. That dinner showed me that the fabric of this small mountain town was different than anywhere else I’d been. Turns out that earlier that week, a local startup had decided to shut down and the “wake” was the startup community’s way of showing these young, fragile entrepreneurs that it was okay to fail – that the honor was in trying. They made those founders feel good about themselves in a moment that was critical in their development as entrepreneurs. As an aside, in this case the founders didn’t run out of money. After giving it their best effort, they realized their business wasn’t going to be the great success they had envisioned and they decided to return their remaining cash to their investors. The epilogue of that dinner is that the founders had roles at other local startups within a few weeks.”
I was thinking about this last night as I was emailing with an entrepreneur who’s company is struggling. Failure is a normal part of the entrepreneurial cycle and it’s talked about regularly. There are endless stories about the entrepreneur who failed and then created a monster success for his next company. But there’s not enough discussion about how startup communities should embrace failure.
I think this is especially important for first time entrepreneurs in a community. It’s easy to prognosticate about failure when you’ve been successful; it’s much harder to go through it. It’s even more painful when it’s your first time and everyone around you seems like they are doing great, even if they aren’t really but are just putting on a good act. So a natural instinct for an entrepreneur on a failing path is to turn inward, shut down, and withdraw.
If your peers in the startup community (the other entrepreneurs) don’t notice, it’s even worse. Failure sucks – it’s often emotional, physically, and financially painful. When your friends suddenly ignore you, avoid you, or don’t have time for you it just reinforces the pain.
Having a wake for a failed company can turn this around. If you are an entrepreneur and observe an entrepreneur in your community failing, do something about it. Organize a group of entrepreneurs to have a wake. Surprise the entrepreneur who is shutting down his company and take him out. It doesn’t have to be a debaucherous, alcohol laden evening (although it can be) – rather do something that you know the entrepreneur in question will enjoy and appreciate. A nice meal. A quiet conversation. A show of support from his peers. Encouragement. Acceptance that failure is part of the entrepreneurial process.
If you are an entrepreneur in a company that is failing, don’t be ashamed. Most startups fail. What matters is how you handle it and what happens next. Let your fellow entrepreneurs throw a wake for you, let the moment happen, and then get on with the next thing. Life is hopefully long. And, for all the entrepreneurs who are leaders of their startup community, make sure you do everything you can to make sure everyone knows failure is ok.
My first business partner, Dave Jilk, emailed me our original partnership agreement for Feld Technologies. It’s one page.
We incorporated a month later as an S-Corp. It cost us $99 to do this – I remember using an organization called The Company Corporation – we called an 800 number, gave them some information, and the documents were automatically generated and filed. A short letter agreement specifying the equity splits and the boilerplate legal docs were the only legal docs we had until we sold the company in 1993.
As my partner Jason Mendelson told me after I sent him this the other day, “If things go well, it’s fine. If they don’t, it’s a fucking disaster.” And he’s completely correct – in this case things went well so there were no issues.
I continue to try to do deals this way. I lay out the terms, will negotiate a little, but am clear about what I want. If it works, great. If it doesn’t, I move on. Once the simple terms are agreed to, I let the lawyers generate hundreds of pages of documentation to support the deal. I used to read every word on every page myself (I learned that from Len Fassler, who bought Feld Technologies). I still look through the documents, but I only work with lawyers who I deeply trust to do it right (like Mike Platt at Cooley) so I focus on the stuff that matters for the specific deal.
Trust matters more than anything else to me in a deal. Sure, I occasionally get screwed in a deal, but never more than once by the same person. And, for people like Dave Jilk and my dad, I’ll work with them over and over and over again because I trust them with my life.
Keep it simple. It’s much better.
I received at least one email a day last week pitching a politics oriented web startup. The emails start off something like this.
Over $8 billion dollars will be spent on the upcoming 2012 election. The web and social media are critical tools for any candidate. Every candidate will need our stuff and since over $8 billion dollars will be spent, even if we capture a tiny part of that market, we will create a huge company. Did I say that over $8 billion dollars will be spent? Would you like to hear more about the amazing opportunity we have in front of us?
The polite version of my answer has been “Thanks for reaching out but we aren’t interested in investing in the politics vertical market.” But, echoing in the back of my head is “$8 billion dollars? You’ve got to fucking be kidding me.”
I could go on about a rant about spending $8 billion to elect people in one election. But I realize there are lots of different ways to look at this, including the common refrains of “it’s a stimulus for our economy” and “but it’s entertainment, just like football.” And I have no doubt that there are people out there whose immediate response is “but don’t you think your ad-tech related companies make a lot of money off of this?” And as I cycle through the next ten thoughts in my head, I realize that my personal thoughts about this will have no impact on what actually happens.
So instead I just vote with my own wallet and get on board the Howard Schultz Boycott Campaign Donations train. And while I have no doubt that some people can make money creating web services for helping candidates get elected, especially those that include mobile, real-time data, and geo-location, I have no real interest in investing in companies that have the singular goal of helping politicians get elected.
Many of the tech blogs / news blogs that I’m reading are suddenly about deals. financings, IPOs, valuations, and bubbles (or not bubbles). Several years ago, there was a lot more about “how to startup a company”, especially around product, vision, and team. Now a lot of that focus has shifted to deal making and exits.
It was with this backdrop that I read The Lean Startup by Eric Ries over the weekend. If you don’t know Eric, he’s the pioneer of the Lean Startup Movement, building on the great work of one of his mentors, Steve Blank who wrote the seminal book The Four Steps to the Epiphany. Both Eric and Steve have must read blogs and Eric’s new book will join Steve’s as a critical book for any entrepreneur working on a tech startup.
The Lean Startup is focused on the early stages of a company, but apply throughout the lifecycle of any business as all product initiatives, especially new ones, benefit greatly from the Lean Startup approach. We spend a lot of time on this at TechStars and you see a lot of the lean startup principles reflected in the stories in Do More Faster: TechStars Lessons to Accelerate Entrepreneurship. While Eric’s book isn’t out until September, I encourage you to preorder it now and gobble it down when it gets to you.
I’ve been a fan of Eric’s for a number of years ever since I first started reading his blog. We’ve worked closely together on the Startup Visa Movement and I put him on my short list of people who I’d support in any endeavor that was important to him based on his attitude, vision, deep thinking, and great style and approach to things.
As the world becomes fascinated with exits, I’m going to keep focusing on startups because without them, nothing else matters in the entrepreneurial chain. As part of this, I’d like to put together a great bookshelf of “startup books” – books aimed at the startup phase of entrepreneurships.
If you’ve got any favorites, please mention them here and – if I haven’t read them – I’ll go grab them.
Who said March Madness was only for college basketball fans? I’m a proud nerd, am pretty good at basketball, but my college team (MIT) never ahem did much in March so I missed out on the whole March Madness thing in college. So, I’m psyched that I get to play TechStars 2011 Startup Madness this march.
We are picking 64 companies to participate. To qualify, you must enter by March 9th and meet the following requirements.
You can nominate a startup on the Startup Madness page or just tweet out the following (replace @ENTRANT with the twitter handle for the company.)
Hey @TechStars, I nominate @ENTRANT for the @StartupMadness Tournament https://tsta.rs/sumadness
And yes, there are awards – a lot of them. Over $25,000 worth. Again, go to the Startup Madness page to see them.
Bring March Madness – of a different kind – to nerdville.
There are tons of startup events in Boulder. I get asked almost daily by folks what they should attend to get involved in the local Boulder startup scene. Fortunately, Tom Markiewicz (founder / CEO of StatsMix, a TechStars Boulder 2010 company) is now curating the Boulder Edition of StartupDigest. It’s a great resource for anyone that wants to know what is going on in the Boulder startup scene. Thanks Tom!
On a daily basis, I get an email from someone at a seed-stage startup where their email address does not include their website URL. For example, I just got an email from email@example.com for his company CoolThing.
I wouldn’t have thought of this except for I’m deep in the proofreading of a book that David Cohen and I are editing called “The Tao of TechStars.” One of the essays in the “Working Efficiently” section is written by David, titled “Don’t Suck at Email”, and talks about this.
Specifically, David says:
“Another way that founders suck at email is by sending email from a Gmail, Yahoo, Hotmail or other generic account. Every time you send an email like this you’re missing a branding opportunity for your company. Send and receive email from your company domain so you don’t suck at email.”
Joe’s email to me should have been from firstname.lastname@example.org. There are so many reasons this is better than email@example.com, including the simple reason that the chance of me associating “Joe” with “CoolThing” in two weeks is much greater than the chance of me associating “Joe” with “Smith” and then with “Coolthing.”
Now, I know some of you out there will say, “but Feld, you use firstname.lastname@example.org instead of email@example.com for your email – what gives?” Ah, the irony of some things in life (although firstname.lastname@example.org works just fine.)