Soul-Searching and Venture Capital: Be Careful What You Wish For

Last week, I discussed why your chances of getting venture capital (“VC”) financing are probably less than your odds of being struck by lightning twice (click here if you missed it). This week, in the interests of piling on, I’m going to discuss why you probably wouldn’t want VC financing even if you could get it.

Most of my corporate clients who run their own businesses decided to strike out on their own for one of two reasons: either they were tired of the headaches, bureaucracy, and limited prospects of working for others, or they’ve got a dream of successfully building, running, and growing a business. In either case, there’s no better way to send these two goals up in smoke than by accepting VC financing. If you started or are running your own business for either of these reasons, then working with VCs probably isn’t for you.

I think there’s a general misconception about what happens when a VC firm makes an investment in a company. In the interests of dispelling myths, here’s what DOESN’T happen:  the VC firm strokes a check, hands it over, and asks you to send them an email every six months to let them know how things are going. In fact, the reality of a VC investment is quite the opposite.

Once the VC investment is made, the VCs will: (1) take positions on your new and expanded board of directors (after they convert your LLC or S Corporation into a C Corporation and reincorporate it in Delaware), (2) install their own candidates as executive officers in key positions, (3) change the equity structure of your company completely (and I do mean completely), (4) provide for special rights for themselves as preferred shareholders of your company, (5) restrict the ability of other shareholders to sell their shares (that means you and your original co-owners and management team, among others), (6) restrict the ability of the company to raise more equity or bank financing, (7) require monthly financial statements and management reports, (8) require you and other key executives to enter into employment agreements (which will include terms governing your salary, hours, vacation time, benefits, dismissal events, and such), (9) restructure the operations of the company, (10) retain broad governance and voting rights within the company, and (11) grant themselves the ability to gain majority control over the board and convert their preferred shares into a majority of the outstanding common shares in the event certain trigger events occur (such as not meeting anticipated financial goals or exit strategies).

What all of this means to you as an entrepreneur is that “your” company is effectively no longer yours. You’re now working for someone else, in accordance with the employment agreement they’ve required you to sign, even if you do remain a large shareholder and an executive officer after the VC investment. Which is why I said that if the autonomy and excitement of working for yourself and being your own boss are the primary reasons you went into business, then accepting VC financing may not be for you. Once the VCs make that investment, the entire culture of your company is going to change (and not for the better, in the minds of most entrepreneurs).

Incidentally, you’ll have to deal with the actual negotiations and legal and accounting work leading up to the closing and the investment itself. The legal documentation governing a round of VC financing usually runs hundreds of pages, and in order to get to those final, agreed-upon contracts and filings, your company (and its executives and attorneys) will spend up to two months and hundreds of hours negotiating and meeting with your potential investors. In the process, the company will incur tens of thousands of dollars in legal and accounting fees. Good thing there’s a large investment at the end of the process!

And by the way: if you thought I was kidding when I blogged a few weeks ago about the importance of choosing the right corporate form and corporate domicile, and about the importance of adhering to corporate formalities, just wait ‘til you start working with the VCs. There is little that’s more important to them from an operational and administrative standpoint than adhering to corporate formalities. Why? Because VCs never make an investment in any company without an exit strategy, and that exit strategy is either going to be a sale of your company to another company or an initial public offering (IPO). In either case, keeping meticulous books and records is essential to a successful exit.

And what of that exit strategy? Given the state of the equity capital markets these days, the VCs are more likely to sell your company or merge it into or with another company rather than go the IPO route. In all likelihood, this means you’re probably going to get fired from your own company, or be marginalized at best.  Perhaps you’ll end up significantly richer, if you’re lucky, but the odds are good that you’ll end up forced out. There are always redundancies when companies merge or when they’re acquired by larger players, and layoffs are virtually inevitable. Don’t assume that you’ll be immune simply by virtue of the fact that the company was once yours.

So that’s basically the anatomy of a VC investment. While the upshot is that your company will have the resources (both capital and intellectual) it needs to give it the best shot of becoming a major player in its market space while potentially making you a significant sum of money, the down side for most entrepreneurs is the effective “loss” of their company to the investors.

And just to be clear: I’m not trying to imply that VCs are insensitive, intellectually-challenged bureaucrats who don’t know what’s best for the company. In fact, quite the opposite is true. The VCs I’ve dealt with (and I imagine this is true of most VCs) have been some of the sharpest, most financially savvy people I’ve ever met. They are undoubtedly a huge asset to any company in which they invest. But from the point of view of the entrepreneur, working in the post-investment company can present genuine challenges.

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