We are continuing our series on “Hacking your fundraising”. We have already written about where to find the investors if you are an early stage startup and what you will need to give and what you should expect to get from your investor. This time you will find out how to decide if you have found the right investor for your startup. We will focus on angel investors and accelerators, as they are the most common investors in early stage startups.
Signing a contract with an investor is a bit like getting married. You will need to start sharing, meet regularly and commit to many things you may not always feel like doing. Although you are marrying rich, don’t forget it’s almost impossible to get a divorce with your investors and having a no-strings-attached relationship is not an option.
Like with any relationship, times might get tough when things are not going as planned – a fairly common issue in Startupville. It is therefore important that the relationship is based on mutual respect and understanding. A great investor will help you brainstorm when things are bad and will stay out of your way when you need the space to figure things out. For that very reason make sure you select your investor carefully and not go for the first one that flashes you the money. How to do it? Do your due diligence. In addition to using Google search, you can and should:
- For angels: Ask them to put you in touch with a few of their portfolio companies. You should even go as far as selecting the founders you would like to talk to yourself. Try to go for the successful and the ones that did not go well. In the latter case, you are likely to find out more valuable information, because hard times present a better test of anybody. If the angel investor refuses to give you these contacts, this is a clear warning sign. Surprisingly, very few startups do this.
- For accelerators: Talk to graduates of their programs. The list can be easily found on their websites. Best reaching out directly to the founders through LinkedIn. Simply ask them if they would do the program again. No response from a number of founders may be a warning sign.
Human factor is much more important when you look for an angel investment. In case of accelerators, you will deal with more people and the relationship will be intense for a relatively short period, during the program.
Terms of investment
In general the most heatedly debated terms in a term sheet relate to valuation. However, whilst financial terms are very important, the devil lies in the details, legal details. Investment terms, presented to you by investor in a legal document called term sheet, are a good indication of the relationship you may have in the future. Some things to be especially careful about:
- Board seats. In general, if you agree to have investors on your board, make sure their vote is in line with the amount of equity they have.
- Additional equity not linked to amount invested. Sometimes investors will offer non-cash benefits (e.g. mentoring, office, advisory) in exchange for equity. It is a normal practice for accelerators, but need to be checked more carefully when analysing an offer from angels. We wrote more about it in our previous post.
- Valuation caps. This is an important point when your investor doesn’t get equity, but rather receives a convertible note for their investment. It is a very common practice when funding early stage startups. You can read more about it here.
- Trigger events and conversion mechanics for a convertible note.
- Reserved matters – list of really important matters where the investor has veto rights. Common examples include hiring and firing of key staff and raising additional funding. This means that without the investors’ consent the items cannot be approved by the rest of the board even if they form a majority.
- Anything that looks weird.
The term sheet and related documents will be overwhelming. This is normal, so it’s better to ask and perhaps look stupid than not ask and actually be stupid. If you have questions about the investment terms like: “Why is your fund registered in British Virgin Islands?” or “What does it mean that you want to cap…?” – ASK. If they are honest, they will be understanding, open and not defensive. Remember, the deal will not fail because you ask questions.
Please do not treat the above as legal advice and, if unsure, show your term sheet to an experienced lawyer or another founder, preferably one who has raised capital from professional investors before.
One of the things you should be doing your due diligence on, is how much you will get from the investors in addition to money. The most valuable are mentoring and introductions.
Accelerators are all about mentoring and most make the network of available mentors their key value proposition. That’s great, but mentors are not created equal. Study the list carefully and think if you would be excited to work with some of them. Then, while doing your due diligence, find out how much time mentors will actually have for you and how the mentorship works. The best arrangement is to have a small group of mentors work with you consistently through the whole program. Some accelerators (e.g. Techstars) organise mentor-startup speed dating at the very beginning of the program, which is something founders generally like.
Angels can and should offer mentoring too. If your prospective angel investor has already made investments in your space (not in current competitors!) and/or has operational experience running startups, there is a chance their mentoring will be useful.
Your investors should help you grow your network of contacts through introductions. This means introducing you to other investors, potential clients, potential hires and anyone who can help you grow your business.
Even if you don’t secure direct introductions to investors from your accelerator or angel investor, you should not hesitate to name-drop to get introduced yourself. Never underestimate the power of brand and social proof, especially that investors, as a group, are famous for having herd mentality. What it means in practice is that when they see another investor already interested in you, they will more likely look at you with more interest themselves. That works even better, if it happens to be a name they already know well.
Thanks for reading and stay tuned for more. In the meantime, we would love to hear from you in the comments below. You can also subscribe to this blog and receive notifications when we publish something new.