Company is not funded as promised, they never get equity, etc.
I’m here to tell you it is your fault if this happens.
You need to do diligence.
Here are 6 things I would require before signing (that almost nobody does):
1. Insist on the stock grant being papered:
1. At time of hire.
2. With an addendum by the company stating the current fully diluted share count.
3. With double trigger vesting. If the company is bought and I’m fired, I vest.
2. Ask to see financials.
If I can’t see them - why can’t I? What are you trying to hide?
If they refuse to share, that is a huge 🚩
If it was for a lower level role, I understand. But then I want to meet the CFO and ask what the burn rate is and how much cash we have.
3. Ask to meet investors.
Any investor wants to close the deal on a good hire.
I want to know: 1. Have they bought their pro rata each time? (🚩if no) 2. How much have they invested? 3. How do they compare this company to others in their portfolio? (Let them talk)
4. Actually use the product.
Almost whatever the company, you have to test drive it before you “buy” it with your time.
There must be a lot of well intentioned engineers who didn’t realize that Nikola was a fraud until they started working there.
5. Research the quality of investors.
If they have some weird group nobody ever heard of as their only investor, that’s a 🚩
So is offshore money generally unless there’s a really good explanation.
Bootstrapped is great - as long as you see the financials!
6. Any promises made are documented.
“We’ll raise you to market rate when we raise a Series A”
Great - let’s write it down and both sign it. Let’s agree what market rate is.
Most startup founders are quite persuasive - it is part of the job.
You will learn a lot about their quality when you ask serious questions before taking a role.
The low quality ones will wave their hands and make excuses. The high quality ones will answer the questions.
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My CEO hiring thread was well received, so here are four rules for hiring a CFO who doesn’t suck:
(there are two completely different types of CFO and many entrepreneurs hire the wrong one)
🧵
Two kinds of CFO:
Bankers - Love raising money. Great financial storytellers. Used to work at Goldman Sachs.
Auditors - Love making budgets and getting audits done successfully. Used to work at KPMG.
Hire a Banker if:
1. You don’t like raising money or aren’t good at it. 2. You don’t understand capital markets and don’t care to learn. 3. You are going BIG (more than $30 million raised).
They get bored with accounting and they will need to hire that under them.
A lot of entrepreneurs still don’t fully understand SAFE notes and how to use them.
They are the single most important innovation in startup financing in the past 15 years. (@ycombinator)
You can close in minutes, raise only what you need with no legal fees.
🧵👇🏻👇🏻👇🏻
SAFE notes were invented to solve a few problems.
1/ it is hard to coordinate a lot of investors to close a “round”. Better to close one by one.
2/ preferred stock is expensive to document legally. SAFE postpones that complexity to later.
3/ Valuation can change quick.
4/ People used convertible debt for similar purposes. But it was still debt, and so could bankrupt the company if there was an aggressive investor and it came due.
SAFE’s allow “high resolution” fundraising. Whenever someone is excited, you close their money on the spot.
I’ve had a number of earnest entrepreneurs contact me who think they should raise venture capital but aren’t remotely ready.
You shouldn’t even take a meeting with a VC let alone seek them out unless you:
A. Have raised $1-2 Million in small checks. ($10,000 and up) OR are cash flow positive.
B. Have a realistic and legitimate shot at a $1 Billion valuation within 10 years. (Validated by experienced entrepreneurs)
C. Have a business experiencing rapid growth. (100% YoY)
D. That growth directly requires more capital (e.g. proven unit economics that require customer acquisition cost)
E. You are ready and willing to sell the business in 5-7 years.
F. You want to run a professional board and finance function.
G. You want a boss (your board)
As promised in my previous thread, here are my standard term sheet and calculator.
Disclaimer: I am not a lawyer. @UpCounsel has all the lawyers.
Every entrepreneur should read my notes below before signing ANY term sheet.
(Link to a public Google Drive at the end.)
Most of the terms in my term sheet are "market standard" for a priced funding round.
If at all possible earlier, do not do a priced funding round and raise money on SAFE notes. upcounsel.com/safe-notes
Once you raise $3-5 Million or more, investors will want a priced round.
A priced round means that investors are buying shares, rather than merely a piece of paper that enables them to have the right to shares (a SAFE or convertible note).
That means more legal sophistication and expense. But also more scalability. This is a "Series A".