Brian Rich is managing partner and co-founder of and serves on the Executive Committee for the NVCA Board of Directors.
Fundraising is a stressful process. You do all you can to impress prospective investors by honing the story, optimizing key metrics and making your company look as attractive as possible. But before you decide the amount of money you raise and the type of investor you want on board, you must decide the kind of relationship you intend to have with your new partner — what role they will assume and how you foresee working together.
The question is, will you lead, follow or get out of the way?
If you want to maintain leadership of your company, structure your deal in a way that positions you unequivocally as the majority owner and with the investor as a minority. Most importantly, find the right investor who is happy in this role (and will not attempt to be a backseat driver).
These investors accept the risk and reward that comes with remarkable entrepreneurs who are motivated and passionate. Companies like Alphabet, Facebook and Snap (pre-IPO) have made investors more comfortable with this scenario. Super voting shares have been around for a long time; any investor in a company with them accepts the benefits and consequences. The entrepreneur, on the other hand, is firmly in the driver’s seat.
Because it is in no one’s interest to have an unhappy investor, be sure to pre-agree, whether in documentation or in principle, to the nature and time frame of exit, the need for future capital raising and a clear indication of your strategic intentions over the mid- to long-term. Carefully negotiate the minority investor’s ability to block your ability to do what you want to do.
Perhaps you have concluded that you have taken your company as far as you are able, but you think there is significant upside and you want to remain invested and involved. In this scenario, you are seeking investors you trust and you believe the outcome will be better with them than without them.
This agreement is not just about taking in capital — you must allow and trust the investor to lead. In doing so, you are acknowledging, implicitly or explicitly, that at some point you may not be a part of the management team. Here, it is you who are on the receiving end of agreeing on your minority rights. Negotiate carefully your rights to board representation, compensation and exit, and carefully consider taking some “chips” off the table.
There is no shortcut to fundraising — it requires a great deal of thought and strategic planning.
Some years ago, we exited a terrific growth company and earned a 10x return on our investment. The entrepreneur stayed on as CEO and took in a new, well-respected investor as majority owner with a significant amount of preference shares ahead of the entrepreneur’s equity. The entrepreneur took minimal liquidity as part of the transaction. Unfortunately for the entrepreneur, the growth slowed, and the preference has potentially eaten away much of his equity.
Get out of the way
Perhaps you have concluded that the next five years are fraught with risks that are more apparent to you than to the marketplace. Or maybe you’ve been working hard and are just ready to reap the rewards of your efforts and step aside. Here, your first choice would be to exit entirely, but you know that doing so will suggest to the market that something is awry and you are economically better off staying invested with your retaining as little ownership as the investor will accept.
In this case, the win-win situation is for you to maximize liquidity at the expense of governance and simply protect your downside going forward. You will want to have the right, but not the obligation, to seek liquidity concurrent with the investor while retaining the right to co-invest in case things go well. Having a board seat may or may not be of interest, but you’ll want the right to observe. My advice here is to think of your stub investment as “zero” and if it works out better, fabulous!
I’ve seen terrific management teams that fundraise poorly and mediocre operating teams that are brilliant at capital formation. There is no shortcut to fundraising — it requires a great deal of thought and strategic planning. It is of absolute importance that entrepreneurs spend the necessary time doing the research to find the right investors that will add value to their businesses and whose interests and objectives are well-aligned with both management and the existing investor base. But, most importantly, it is incumbent upon the entrepreneur to first decide whether to lead, follow or get out of the way.