Founder conflict: disagreement on fund raising

This article is the nineteenth in the Startup Series on FirstPost’s Tech2 section and first appeared on July the 12th, 2017.

Is there such a thing as disagreement among founders on fund raising? Isn’t external fund raising seen as some kind of marker of validation for startups, one that sets them on the growth path like a rocket ship?

Yes, I know you are incredulous.

But it happens.

Founders can and do disagree on the idea of external fund raising, on the timing, on terms, on some combination of these.

First, the idea of external capital. In his research, Stanford’s Professor Noam Wasserman has found that most founders give up management control long before their companies have an IPO. The process of letting go of control to maximise financial gain, he found, is not easy. He asks: do you want to be “rich” (less control but maximum financial gain) or do you want to be “king” (all control but less than potential financial gain)? These two aims are often at odds with each other. It is important to understand and agree on the vision for the startup, but also on how each founder visualises the path to get there.

Can doing due diligence before agreeing to be cofounders help us with the dilemma in the future? May be.

How can you assess whether you are talking to a “rich” or a “king” type potential cofounder? Look at their past decisions! Even though past behaviour may not be a guarantee of future decisions or performance. How did they choose investors, employees, team mates? What kind of relationships have they built and with what kind of people? Did they make different decisions when they were in control versus when they were given an order?

Doing all this helps, but the revealed preference when push comes to shove may be quite different. That is where conflicts arise, and as conflicts go, this one is pretty fundamental to the direction a startup will take. The founder who wants to be “king” may not want external funding, which means the startup may have to rely on organic, often slower, growth. The founder who wants to be “rich” would want to get on with the job of raising capital, and will have to be the one to recognise signals that warn him or her of the challenges ahead.

Second, some founders may disagree on when to raise funds. Fund raising can take anywhere from 6 months to a year. Founders, who disagree on timing, may also not recognise that fund raising takes time and that the company may run out of money before they succeed at raising. This can be a challenge to the existence of the business. Founders need to start discussing and working on the fund raising much earlier than they think they will want the money.

Third, some founders may disagree on terms on which to accept money. Since no investor worth taking money from will fund an unincorporated company, this is something founders can and should have addressed at the time of forming the company.

The question of resolving disagreements amongst founders would have been addressed in a good shareholder rights agreement. Including the scenario, where there is an impasse or a deadlock on a material action such as fund raising. Remember how I have harped through this column series on about paying a competent lawyer? This is another reason why. A good lawyer would have had experience of conflict and conflict resolution between founders, and should have advised you on its probability.

If there is no shareholder rights agreement in place, then like much else, it is a matter of negotiation. That means the outcome cannot be predicted.

Finally, what if you come to the fund raise, and one of the founders wants out? Should the other founders try to talk him or her into staying, or should they let him or her go? This can be tricky. The founder, who wants out, may be tired, fed up, no longer interested. The feelings can be fleeting or they may have made up their mind. Find out which it is. Make a call on whether it is a distraction you can afford right now. Whatever it is, your shareholding rights agreement should have addressed this scenario. When someone wants to go, let them go. As long as the rest of you are on the same page, you have a finite chance of making something of your startup and your vision.

Founder Conflict: Key Asset Ownership

This article is the seventeenth in the Startup Series on FirstPost’s Tech2 section and first appeared on June the 7th, 2017.

In this and the next couple of columns, I shall write about founder conflicts commonly encountered but not often easily resolved.

Some are foreseeable e.g. what happens to the equity of a co-founder who ups and leaves, and hence addressable, e.g. in the case of this example, through a shareholding rights agreement for which you ideally paid a lawyer, who helped you understand what you were agreeing to.

Some arise from human beings being human beings, ranging from unpredictable and flaky, to stubborn and demanding. These conflicts are harder to resolve because they require us to think creatively, to minimise immediate and future damage to the startup, and to stay focused despite all provocation.

One of the most common disagreements arises from the ownership of things that founders may bring to the potluck called the startup, and that really are essential business assets. The social media real estate is sometimes acquired before the company has been formed. Getting handles on platforms aside, this may mean one of the founders, who may not yet legally be in a contract with other founders, pays for the domain name or names. In the hubbub of early days, the domain name ownership transfer never happens and the founder, who paid for it, continues to own the domain name.

Should he? The short answer to that question is: No.

The domain name is an intangible asset of the business, among other IP. The renewal incurs a recurrent cost. If the person makes the expense out of his pocket, he can solidify his claim on the domain name. If the company reimburses him this expense, it is further unclear why he continues to hold on to the domain. This creates a fog for accounting and governance purposes.

As the business grows, in revenue and in value, the domain name will also grow in value. But hey, if you didn’t effect a clear transfer of ownership, it doesn’t belong to the company. How will it be accounted for in the books? At any rate the person owning the domain can hold you to ransom and play hardball at any time he likes. This is unlikely to end well.

Should the business wish to file a trademark on the name, the person holding the domain may be in violation of the trademark, assuming he lets you file trademark in the first place and doesn’t stake a claim. See comment about hardball above.

Should you attempt to raise growth capital at some stage, this will come up and raise a red flag as to the vigilance of the directors and founders. See comment about hardball again.

Transferring ownership is the ideal scenario. But let’s imagine, other founders agree that he can continue to own the domain.

The company may then want to consider signing an agreement with him to let the business use the domain name. Such a deal will have an agreed monetary consideration and will hopefully be for a clear but renewable term. Your shareholding rights agreement should allow for such a deal, and as cofounders, you should consider the governance and risk impact of such a deal on the future developments in the business. If you don’t, your investors, if vigilant, will point out what a bad idea laxity on this account has been!

While this sort of a deal remains a possibility, you may want to consider negotiating a one-time offer to buy the domain off him instead. If there is resistance, I would ask you to consider the possibility that the domain name ownership issue is just an indicator of other undesirable issues that may arise in the future.

As cofounders, you can apply this test of ownership to any other assets essential to the business that one of the cofounders brings to the table. It is worthwhile taking stock of “who brought what” at the time of forming the company and start with a clean slate where all assets are placed on the company’s books, with adequate compensation made as agreed.

How to be a valuable non-tech co-founder

This article is the thirteenth in the Startup Series on FirstPost’s Tech2 section and first appeared on April the 3rd, 2017.

The excessive media focus on techies as startup founders often makes non-techies doubt their ability to found and build a startup and create value. Many non-tech persons I meet believe that they won’t get investment without a tech co-founder whom they then spend considerable time trying to find. Many techie founders on the other hand seem to not think of finding non-tech co-founders with the same keenness. Both approaches need a rethink.

For starters, both the tech and non-tech founders have to stop using the term “non-tech”. The term suggests the primacy of tech skills which, while not inaccurate, does not highlight its limitations i.e. unless the technology is solving a problem and can create a product or service for which someone will pay, there is no business there. “Non-tech” in other words is the business person in a startup team.

A well-known story where a “non-tech” leader changed the fortunes of a “tech” company is of Mark Zuckerberg, the tech founder of Facebook, bringing Sheryl Sandberg on board as the Chief Operating Officer. At the time, Facebook was privately owned, valued at $15 billion, making nearly $56 million annual loss. Within eight years, under Sandberg’s leadership, Facebook grew its revenue more than 65x, made nearly $3.7 billion profit, did a successful IPO and, at $320 billion, now ranks as the fourth-most valuable tech company in the world.

So, how to be a valuable business co-founder?

Bring an understanding of the target customers. Talk to as many as you can. Listen with an open mind. Don’t look for patterns too early. Don’t challenge their reported lived experience even if it clashes with research data. Just listen, with attention.

But what if you are building is something truly path-breaking such as Henry Ford’s car? Ford famously said if asked for what they want, customers would have asked for faster horses! Even in such a case, you will still need to listen, evangelise, recruit champions, and build an organisation to reap the rewards for the startup. That was the magic Sheryl Sandberg brought with her operational nous to growing Facebook!

In an early stage startup, the business co-founder would translate the understanding of the customer to the tech team building the product. Being the champion of the customer and the community through the development process is not easy and will require great empathy with the tech team and the development process as well. At the same time, it is important to emphasise how some tech decisions should not be made before the business issues are resolved. A startup I advised learnt to its considerable cost that it is wise to get the payment gateway sorted before signing up to the customisation of a shopping cart and e-commerce platform. This folly of putting the cart before the horse was also quite expensive.

Test your product, service or app yourself first, and do so remembering the customer feedback you collected. Go further and involve some of your strongest critics in that testing. Enable iterations with an eye on the customer’s concerns, balancing the customer journey with technological feasibility. In a startup I was involved in, the business co-founder wanted the website to be designed to be accessible even on low bandwidth as many consumers were likely to be. Her concerns were overlooked to such an extent by the tech co-founder that the end result was an unusable website, the death knell for the e-commerce-only venture.

Examine all the processes, interfaces, “touch points” where your customer and community interact with your business. Ask if you are treating them well – addressing their concerns, reducing friction in how they can pay for something or raise complaints or indeed give feedback to the business.

In another startup, customers wanted the ability to consult a human being on the phone or chat before completing a purchase. The lack of such a possibility was frustrating customers and ending up in no sales being made. Neither the tech nor the business co-founder had paid attention to that feedback from the customer testing phase, as they were both used to eschewing human contact in favour of online experiences while shopping.

Examine the processes and organisation design for whether they are fit for purpose, efficient, and scalable. Does your business have seasonal cyclicality? Will you need more staff to ship thus increasing costs in your high season? How will you process returns if all your staff is dedicated to shipping faster and more? These questions are often not thought of in advance, as I saw in case of a fashion startup, whose success exceeded their expectations.

 

Getting help for your startup

This article is the twelfth in the Startup Series on FirstPost’s Tech2 section and first appeared on March the 16th, 2017.

Asking for help is an essential founder survival skill. But founders often do not know when to seek help, whose help to seek, whose help to accept, and how to evaluate and pay for any specialist expertise about which they, as founders, know little. Here are some key questions founders ask (and should ask) about getting help.

What help is needed? The answer often depends on the stage of the startup’s life. For instance, a competent startup lawyer would help with the legal structure, the shareholding rights agreement and other key legal scaffold in the early days. Essential help pre-launch could also come in the form of strong introductions to early adopters, potential channel partners, or influencers who can shape early adoption or off-take for your product as well as to people who can help access angel or VC funding and make introductions to advisors or board directors. The help needed post-launch varies. Customer referrals & recruitment, partnerships for growth, raising growth capital, geographic expansion, possible exit conversations are some examples. It helps a founder to map out the first growth stages

Whose help is needed? In my experience, the advisors that work with startups fall into three broad baskets: specialists, hands-on warriors, and famous-names. The first two are self-explanatory categories and include advisors such as lawyers and accountants, and people who are rainmakers, door-openers and hustlers on your startup’s behalf. Some of these are needed short-term or as-and-when. Others may be involved for short or longer periods of time. The last category however often dazzles and confuses founders. I recently advised an innovative social enterprise one of whose founders is a “celebrity”. While keen to keep control and wanting to be CEO and board director, the celebrity cofounder does not have time to do any actual work. This is problematic especially given the brand gains from keeping the famous cofounder on board. Could another advisor perhaps have a word and clarify expectations? Think of Theranos as a cautionary tale! A stellar lineup of directors and advisors, assembled for their political connections not their scientific nous, has not helped but hampered the company’s goals.

How to assess the suitability of advisors? The best way is to use a combination of verifiable credentials and testimonials. If asked for references or testimonials, I introduce the founder who is asking and one or more of the other founders I have advised, and let them converse freely. But this is rare. More commonly, founders approach me because they have been referred by someone who knows us both well. In such a case, I am the one who asks questions. Due diligence is a two-way street after all. This is when I find founders unprepared to talk or share information. Some ask for NDAs before sharing anything. Others go overboard in talking themselves up. None of these works. Advisors have finite time, and if you cannot sell your idea and vision to them, you won’t keep their interest very long.

How to compensate advisors? Startups often struggle with this question. The varying degrees of involvement required thwarts one-size-fits-all approaches. Many founders are pleased that some advisors are happy to accept equity. But equity is really the founders’ only major bargaining chip. Giving it away like toffee is unwise. Investors may also not be very happy with too much equity in the hands of advisors not actively involved. Some advisors such as lawyers, whom you want involved long term as you grow, may be better candidates for equity or options, than some other advisors whose advice is short-term or highly specific in nature. Then again not all advisors may accept equity. In such cases, the founder has to ask how badly that specific advisor is needed by the startup. Whatever you agree, put it in writing, alongside the framework for engagement; especially where you are giving away shares or options, clearly state the cliff and the vesting schedule.

Finally, how to manage advisors? This is crucial not least if you are paying your advisors. The keenest of advisors will not chase you, the founder, to give their advice. You, the founder, have to figure out a way to get their input. It helps to have a framework in place. One of the best frameworks I have worked with specified the scope of advice, the time expected of the advisor per month including roll-overs if the agreed time was not used in a given month, and the mode of communication that also identified which of the founders will be their interface.

Not all advice will be good, implementable, or effective. Some advice may be just awful. The relationship between advisor and advisee needs to be mutually beneficial and subject to periodic review. As founder, it is finally your call. It is, after all, your dream!

Of diamonds and responsible eternities

Millennials, often described in media as hapless, poor and unfocused, reportedly dropped a cool $25 Billion on diamond jewellery in 2015. This indicator of current and future demand for sparklers notwithstanding, we are nearing the peak of natural diamond mining.

It raises the question as to why synthetic diamonds have not taken off.

After all, millennials as consumers are also focused on environmental consciousness and reportedly willing to pay a premium too. Further, laboratory-grown synthetic diamonds — not to be confused with diamond simulants, such as the non-precious cubic zirconia and the semi-precious white sapphire — are virtually indistinguishable from natural diamonds mined from the womb of the Earth in an energy intensive and ecologically intrusive process. The Gemological Institute of America now even certifies that the synthetic diamond you have just bought is real, authentic synthetic. Synthetic diamonds also come from a transparent supply chain with no human exploitation, which is an excellent reason to choose them.

Why then isn’t the world switching en masse to the more environmentally sensible option?

The answer lies in the deeper probing of what shapes our preferences. We don’t buy diamonds, diamonds are sold to us. There is hard nosed business behind shaping our desires even though the traditional reasoning behind engagement rings no longer holds water, and plenty of women can and do buy their own diamond rings.

The economics is simple enough. Synthetic diamonds sell at a considerable discount to real diamonds. Trade makes more money selling a real diamond than it does selling a synthetic one, even with a certificate. In turn, this means a consumer is likely to see many, many more real diamonds on offer than she will see synthetic ones. This shapes the consumer’s consideration set and undoubtedly influences what gets bought.

The value chain reason is more interesting. Making synthetic diamonds is a capital intensive business. The barriers to entry of a new player are significant. So unless the demand for synthetic diamonds is proven to exist, investment may not come pouring into the space. In a delicious but understandable irony and a strategic masterstroke, a De Beers group company owns a vast majority of patents in the manufacturing of synthetic diamonds. So while it is possible to manufacture synthetic diamonds, it may be darned hard to do so without committing patent violations. This is not trivial. From a consumer’s point of view, this changes nothing and everything at once. De Beers has invested in distribution as well as, since Frances Gerety’s virtually immortal “A diamond is forever” line in 1948, branding for diamonds. It would have been foolhardy and self-destructive, if De Beers did not try to hold on to those advantages.

The branding reason is, of course, the strongest.

Most diamond purchases are not rational purchases but rationalised, emotionally led buys. Feelings are notoriously difficult to dislodge and remarkably easy to hurt. For years, the intrinsically “forever” and “real” character of diamonds has been used as some kind of proof of eternal love and commitment. Would a synthetic diamond ring mean fewer flaws, more perfection but also fake, performative love on the cheap?

Here lies the opportunity.

The brand story for the category itself is ripe for change.

Millennials say they are willing to pay a premium for environmentally friendly products (though not always willing to make good on those intentions). If the positioning is right, synthetic diamonds need not be sold on the cheap. They could be positioned as the environmentally friendly, technologically advanced, ecologically savvy, energy conserving version of the gemstone for the new, tech-savvy generation, while their sparkle still remains celebratory.

Thanks to digital platforms, the engagement with millennials can be kept quite targeted and kept away from the prying eyes of the boomers or even Generation X, who may be confused by the messaging about synthetic diamonds or feel cheated.

Moves are afoot in the space already.

Until a few years ago, when I heard the word “diamonds”,  Dame Shirley Bassey’s booming “Diamonds are forever” rang in my ears. Mental concerts are a real thing, look them up.  The song is wall-to-wall marketing of the De Beers catchphrase of enviable longevity.

However nothing lasts forever, as the rock prophet Axl Rose reminds us.  Why then should sparklers bear this unfair burden of eternity and permanence?

Why not move the discourse from eternity and permanence to a more achievable and realistic exhortation to just “shine like a diamond”?

Move over Dame Shirley, Rihanna, the millennial maestra, is here.