Understanding Investor Terms & Incentives || Rookie Mistakes with Dalton Caldwell and Michael Seibel
Y Combinator
9 min, 38 sec
Michael Seibel and Dalton Caldwell discuss common fundraising mistakes and the importance of understanding terms and investor incentives.
Summary
- Founders should pay attention to fundraising terms as much as to valuation and the amount raised.
- Investors may offer high valuations but include terms that can negatively impact founders.
- Founders are advised to use standard paperwork and experienced lawyers to avoid getting taken advantage of during fundraising.
- There can be a misalignment of incentives between investors and founders, with investors often pushing for more growth and spending.
- Founders should critically assess investor incentives and not blindly accept terms or offers.
Chapter 1
Michael Seibel introduces the video series 'Rookie Mistakes' along with Dalton Caldwell, aiming to help founders avoid common pitfalls.
- Michael Seibel and Dalton Caldwell welcome viewers to 'Rookie Mistakes'.
- The series shares mistakes from YC founders to help new founders avoid them.
Chapter 2
A YC founder's note emphasizes the significance of understanding fundraising terms beyond just economics.
- A note from a YC founder highlights the importance of terms in fundraising, not just valuation and amount raised.
- Rights and terms in a funding deal can impact founders significantly, regardless of valuation.
Chapter 3
Founders often overlook complex funding terms that can be detrimental, such as participating preferred or super pro-rata rights.
- Investors are aware that founders seek high valuations and can exploit this by offering high valuations with onerous terms.
- Founders may unknowingly agree to unfavorable terms due to unfamiliarity with investment jargon.
Chapter 4
Founders may risk losing control of their company by giving up board seats to secure funding.
- Founders have given up board control for funding, leading to the risk of being fired.
- Investors run fundraising negotiations on a daily basis, whereas founders do not, leading to a skill gap.
Chapter 5
Utilizing standard paperwork and lawyers experienced in startup funding can protect founders from unfavorable terms.
- Standard paperwork and experienced lawyers can help prevent founders from being taken advantage of.
- Investors with a track record of funding successful companies may offer better terms.
Chapter 6
International investors may set terms based on smaller exit expectations, which can limit a company's growth potential.
- Internationally, investors may structure deals expecting smaller exits, which could be detrimental to potential billion-dollar companies.
- Understanding the different incentives of international investors is crucial for founders.
Chapter 7
Investors may issue conditional term sheets that require founders to secure additional funding, which can be misleading.
- Conditional term sheets can mislead founders into believing they have a deal when they actually don't.
- Investors' conditional offers can be a strategy to maintain interest without commitment.
Chapter 8
Founders need to interpret investor communications critically to understand the true intentions behind their words.
- Investors saying 'come back when you find a lead' often means 'no'.
- Founders should critically analyze investor statements and understand that they are often non-committal.
Chapter 9
Investor incentives vary based on the company stage, and founders should be wary of misaligned incentives when raising funds.
- Investors may advise companies to raise more or less money based on the stage and their own incentives.
- Professionalization of seed funding may lead to a misalignment of incentives between investors and founders.
Chapter 10
Founders should understand investors' own agendas and not take their sales pitches at face value.
- Investors may try to convince founders they need more money to meet their own investment goals.
- Founders should be aware of investors' incentives and think critically about their pitches.
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