• It's rare that the venture capital community, or it's legal advisers, give anything away free.  But Y Combinator, a Cambridge, MA based incubator and Wilson Sonsini Goodrich & Rosati have made available a full set of Series AA (angel round) documents on Y Combinator's website.

    I have looked over the documents and agree that they are a good starting point for any start up planning to do an initial angel round.  My only advice is not to use them without your own legal advice, as every funding process is a bit different than any other. You can make legal mistakes in the early funding rounds that can come back to haunt you in the future.

    And don't forget to file your Form D with the SEC!

  • Wilmer Hale, J. Robert Scott and Ernst & Young LLP, in association with Harvard Business School. conduct a yearly survey of private company executive compensation by title (CEO, CFO, SVP Marketing, VP Sales, etc.). The Compensation and Entrepreneurship Report in Technologyoffers a comprehensive analysis of private company executive's compensation in the Technology industry, a sector which includes companies involved in Software; Communications; Hardware, Semiconductors, Electronics; Services, Consulting, Integration; Content/Information Providers and CleanTech. Base salaries, bonus, and stock ownership  by position, in startups and more mature companies, is just some of the information provided.

    If you are the CEO of a privately held technology or life sciences company with a sufficient number of employees, you can ask to be included in the next survey, as well as gain access to previous years survey results.  I use the survey results extensively in my portfolio companies to be sure that I am paying competitive compensation to executives.

    Go to https://www.compstudy.com/ for all the details.

  • Most of the business plans I read involve hiring local professionals to develop, market and sell the proposed product.  Just so my readers do not cast me as non-supportive of American jobs and workers, I fully support hiring the best available talent to launch your company.  But it's my money that you are using and startup development alternatives are emerging which can radically cut your costs, potentially leaving more money for customer acquisition and other key tasks.

    Startups have all sort of requirements that can add up to large expenditures.  For example, logo development, which can cost $5,000 in the US can be had for $500 using Indian companies.  Promotional materials can be written by freelancers from Europe or South America (do remember that the rest of the world studies English in school, but it is wise to ask for examples of past work).  And the list goes on–you can find lawyers, accountants, customer support, among other services in foreign countries at a fraction of the domestic prices.

    Where can you find qualified professionals, with endorsements from other US companies, to help you in your launch?  elance, guru.com, RentAcoder and DoMyStuff are just some of the sites worth investigating.  Persistent Systems, for example, has been used successfully by one of my supply chain portfolio companies for most of their software development over the last year. Many of these sites have the ability to pay into escrow to ensure delivery satisfaction, the ability to track billing hours, view work in progress and resolve disputes.

    I am not suggesting that you outsource all of your startup's needs.  However, there are real alternatives for many mundane tasks that can be sourced much cheaper abroad. Give it a try with one or two assignments and see what you think.

  • Many economists are arguing that we should let the financial institutions that made poor investment decisions in exotic financial instruments fail and get on with life via a pure, free market clearing solution.  The implication is that all will be better faster if we let the markets clear out the garbage quickly and assumes that the market is the best way to solve the problem.  Let’s look at the situation to see if that is really true.

    Their argument is that the banks/hedge funds/etc. are playing an elaborate game of chicken with an unsuspecting (or compliant, in the case of Bernanke and especially Paulson) government and the taxpayers. “Here’s my bad debt”, they say, “buy it and I can be strong again”.

    I’d buy it if it were not for rapidly declining home prices.  That’s the “asset” that backed many of these securities.  No matter how stupid you think all the crazy derivative securities are (and they really are crazy), the underlying asset behind many of them is still headed south.  The result is few people would touch most of this debt at par value even if the derivative crap were not an overlay.

    Now the crafty hedge funds are already circulating to buy a big chunk of the “higher quality” debt before the government gets to it, or better yet will jump in after the bailout is announced and scoop up the tasty bits before the Feds announce how the program will work.  So the market is definitely part of any solution, but perhaps not the entire answer. And note that they will have to hold this paper more than a few years until the housing market recovers.

    In particular, what happens to the rest of the really toxic derivatives–MBS’s, CDO’s, CDS’s—after crafty buyers depart? The real crap could be bought by the taxpayers in the bailout at prices determined by, guess who, Wall Street’s best friend, Mr. Paulson.  Once Hank buys it cheap (or not so—the prices will be public—we’ll see), we as taxpayers get to sit on a toxic waste dump of totally unsalable paper.  Zero return is one likely outcome.  Or it could fester on the owner’s balance sheets and slowly be marked to market by the end of the year, which means huge losses in banks, sovereign wealth funds, hedge funds, governments, pension funds, etc. all over the world.  Trillions of dollars will be lost and liquidity further pushed out of the markets.  You think we have had to pump a lot of cash into the markets so far, wait until the real write-down starts.  My argument is that the taxpayers pay the piper either way—bailout or liquidity injections, both which increase the national debt.  At least the bailout could make us a few bucks if the securities are not all dogs.


    Who will end up suffering most?  Perhaps the 20% of people who get chucked out of their homes as a result of this mess are the real victims….and they do live on Main Street, in spite of all the cries that the bailout saves only Wall Street.  That bothers me somewhat as there are some good people in that mix that got sold (or sold) a phony story to the banks to get their loans.  Home ownership is at historic highs, almost 70% in the US, perhaps too high, and now not a very good investment.  Nothing in the bailout really addresses this issue and perhaps it should not. People will not walk away until the foreclosure, so it will be a slow and painful process lasting years. Does that mean the taxpayer should pick up the bill for asset deflation and let them stay in the homes?  Not really, but we should think about how to deal with this part of the crisis as well.

    Will people retreat to investing in the financial markets going forward, instead of owning homes?  Probably not.  The American Dream is still that picket fenced yard and home in the suburbs, although look for rapidly deteriorating prices the further you get from job centers due to high commuting costs. So inventories will remain high and even though household formation continues to rise, the new families may look to rent or live with relatives in the near term, further putting downward pressure on prices.

    But we still have not answered the basic credit crisis question.  Banks are fearful of lending, now that their collective stupidity has come home to roost, at least for the one that are failures.  Since no one knows what exactly anyone else owns, it’s a game of Liar’s Poker. Interbank lending is slowing to a crawl with all this uncertainty.  The hedge funds and bailout will provide a market for the junk in the portfolios.  Once lenders see that the troubled banks have an out, they will consider lending again. 

    The short story is that The Solution has to have both a public and private component to be successful.

    So Caterpillar pays 1 percent more for their short term loans?  Should we really worry?  It’s the cost of doing business in a crippled financial system.  They are getting the money they need, albeit at a higher risk premium.  Perhaps that lasts for a few months, and then credit loosens up and they refinance at 5%.  Not much of an impact.

    For the broader economy, a lot of pain is likely and that’s where the bailout has no impact as yet, unless they add some more goodies.  Small business guys can’t borrow to save their souls and are using MC/Visa to meet payroll.  I’d prefer to see the SBA start making more working capital loans for starters and then perhaps increase insurance to banks to cover possible small business loan defaults.  Not a perfect solution, but one that would allow some breathing room for the financial sector to settle down. The increase to a $250,000 insurance limit on money market and checking/savings accounts is a joke.

    Dealing with the complexity of this mess is far from over.  Who’s to blame can be fought out in the post mortem books from the Wall Street Journal crowd.  Hopefully, Congress gets this soon and acts.

  • So Uncle Henry has written the $250K check to launch your company, in return for 25% ownership.

    Great news.  You can now start assembling a small team to write that code and find the first customers.

    But wait.  Don't forget to file your Form D with the SEC.  Under Regulation D–Rules Governing the Limited Offer and Sale of Securities Without Registration Under the Securities Act of 1933, an issuer offering or selling securities shall file with the SEC five copies of a notice on Form D (17CFR239.500) no later than fifteen days after the first sale of securities.

    You will be in violation of SEC regulations if you ignore this simple filing.  It is not worth having problems later when you go to raise your first round with the VC's who will ask to look at all your legal documents and be upset that you did not follow the rules.

    Companies seeking to operate in the stealth mode should be aware that a lot of company information, including a business description will be published in EDGAR, so be prepared for modest exposure unless you structure your financing to avoid filing Form D.

    You can do it yourself or have your lawyer file the form.  Either way, be sure to do it if you are issuing Founder's Shares to Uncle Henry in return for his cash.

  • Successful start ups often attract major customers, so called innovation buyers, who end up getting an inordinate amount of time and attention from the entrepreneurs and employees.  Innovation buyers are leading-edge companies who want to have all the latest technology to manage their operations. These buyers seek out start ups with interesting solutions, assign staff to evaluate the solutions, run pilots and sometimes buy the software. 


    Some of this is very good time spent by the start up–deciding what new features and functionality are needed.  And some of the time is wasted going down paths that favor only the big customer. Often, start ups can lose sight of their business plan, spend way too many resources satisfying a key customer and not getting key market benefits as a result.  Others are very clever in manipulating the big customer to do lots of things for them in return for the special favors given to the customer.


    I often get the question about large clients and how to best manage them.  My response is that you need to manage your company to success while meeting their needs. These buyers are critical to your success.  But not at the expense of the rest of your customers, or following your business plan.


    Here are a few thoughts on how to manage large customers for your benefit as well as theirs:

    1. Avoid agreeing to new features to close a sale–This is a common tactic used by innovation buyers on start-ups, asking for additional features as part of the contract. Offer instead to add the feature to your development schedule, request that the customer help design the feature and control the process.  
    2. Get promotional opportunities specified in the contract–Having a large customer do webinars, presentations and white papers to inform future customers how your solution is saving them money and increasing revenue, for example, is a great way to get some payback for any special additions or features. However, you need to clearly specify what you expect up front in the contract as customers are not as likely to support you after the deal is signed if exact requirements are not spelled out in detail.
    3. Remember that most buyers don’t want or need exotic bells and whistles— Even though the innovation buyers push you down the “fancy feature” path, the majority of your sales will be to less sophisticated clients who just want software which is easy to use and produces stated results. Make sure that your development plan recognizes the features and functionality that will best serve the majority of your customers going forward.

    Innovation buyers can provides lots of benefits and many headaches for a start up.  Make sure you and your team are ready to work with the large customers without endangering your long-term success.

  • I have been a fan of Blueprint to a Billion by David G. Thomson since the book was published.  Executives in most of my portfolio companies have read the book and applied many of the principles.  No billion dollar exits yet for Dave, but there's always hope.  There have been a number of knock-off books since, but none that really improved on the original.  Until Tuned In by Craig, Stull, Phil Myers and David Scott, that is.

    Many of you probably know the basic premises of BTB, as its known in the entrepreneurial world.  Create a breakthrough value proposition, go after high-growth markets, get marquee customers, leverage alliances, master exponential returns, adopt inside-outside leadership, and find good board members summarizes the lessons nicely. Easy to say and miserably hard to implement.

    That's where Tuned In comes in. Creating and sustaining a breakthrough value proposition is the first "essential" in BTB and the one most companies find the most difficult to accomplish.  Tuned In lays out a six step, "Tuned In" process which an entrepreneur can follow to achieve Essential #1 in the BTB world.  Find unresolved problems, understand buyer persona's, quantify the business case, create breakthrough experiences, articulate powerful ideas, and establish authentic connections are the basic messages.  Not a lot of new ideas here, but a nice, detailed path the help the entrepreneur get their arms around task #1 in a start up–pursuing the right idea. More information on how to apply the process in an innovative manner is needed.  Some of the text rehashes old ways of doing business, rather than how to participate in the next revolution.  For example, thoughts on how small business people could take advantage of the emerging mobile web would make the book more useful. But I quibble too much.

    Like all good business books, the Tuned In authors use a number of relevant case studies to make their points. These are often the highlight of the chapters as they describe what works and what doesn't in executing the process.  I particularly liked the thoughts around crafting "elevator pitches" in Chapter 8, focusing on articulating powerful ideas in simple terms, the Achilles heal of many entrepreneurs.

    Buy both if you have not read them and make that six hour flight to San Francisco a little more productive.

  • So you have a neat Web 2.0 site and you want to know the value of your site compared to others in your industry? 


     Bizak.com  is a website that computes the profitability of Internet start ups and compares that data to industry benchmarks. Based on a subscription model, Bizak targets entrepreneurs and investors interested in getting a “quickie” valuation of a property.  You provide some financial and visitor data and the web site returns a start ups “valuation”.  The site also has a social networking aspect, allowing entrepreneurs and investors to connect via the web.


    How useful is such a tool? I suppose someone can get a fast idea of the potential value of a property, but I am skeptical about whether any investor or entrepreneur should believe the results  (Note–please do not pass this off as a 509(a) valuation).  There are many factors besides financial and visitor statistics that go into a true valuation of a company, such as management team experience, uniqueness of IP and competition.


    But have some fun with this tool if you have a web based business.  You can always dream…

  • WikiSCM is the latest addition to our knowledge base in supply chain.  While I am in favor of providing a clear definitions of various supply chain terms, this site falls far short. 


    First, the site does not have definitions of the supply chain basics, like transportation management systems.  I realize that individual contributors need to add their input to the site to make it successful, but the founders should have done a better job recruiting experts to provide fundemental content on the site.


    Second, the existing posts scream for an editor. Overly wordy sentences, pedantic writing styles and lots of irrelevant thoughts characterize many of the existing posts.  Personal opinion trumps fact in a number a cases, with the authors providing their own opinion of “how stuff should operate”.  These are not necessarily widely accepted best practices (such as using Six Sigma to run your S&OP process–try explaining that to the sales guys). And the S&OP section did not mention Integrated Business Planning, the latest trend in managing supply and demand in a supply chain.


    Finally, the identity of the founders and authors are masked, as in most wikis, so one does not know who wrote what.  Although the site does say the posts need to be non-commercial and not mention products or services, I was not convinced that the authors were not pushing an agenda.  Topic choice for posts was focused on issues that are hot among consultants, but not necessarily mainstream as yet, such as risk management.


    My recommendation is to buy or borrow a good supply chain textbook, such as The Practice of Supply Chain Management: Where Theory and Application Converge by Hau Lee and other editors.  You will find well thought out explanations of how best to design and operate various supply chain processes to help you improve your supply chain operations.


    WikiSCM may still end up being what it promises to be, but more people with direct knowledge of best practices in supply chain need to get involved.

  • IBM acquires ILOG for $340 Million–July 28, 2008

    JDA acquires i2 for $346 Million–August 11, 2008

     

    The acquisition spree continues in the supply chain technology space as early pioneers opt to tie in with bigger partners.  IBM's acquisition of ILOG is clearly focused on adding the capability to manage complex supply chain outsourcing projects that IBM, Accenture and others are pushing hard in the marketplace.  JDA's acquisition of i2 caps the end of a long downfall by one of the early leaders in discrete manufacturing and supply chain technology and adds these applications to complementary consumer product ones acquired from the Manugistics deal last year.

    What does it mean for competition in this market?  Frankly, not much.  The underlying software will continue to be sold and supported for as long as enough clients are attracted to the offerings.  The acquisitions clearly "throw in the towel" for certain, stand alone best of breed companies.  But many other healthy supply chain technology players still exist, such as HighJump (now owned by Battery Ventures), Descartes (which is enjoying record sales and profits), Sterling Commerce (still owned by AT&T!) and Infor.

    Is best of breed software a bad bet in supply chain?  Hardly.  The rapid adoption of SOA software architecture will create infinite numbers of best of breed solutions–customized supply chain processes and procedures driven by underlying optimization and rules engines, such as those owned by ILOG and Fair Issac.  Savvy investors such as IBM are acquiring the building blocks of future supply chain software in these acquisitions.  The big difference between yesterdays and tomorrow best of breed software development is that it will be faster, cheaper, modularized and highly customized–while being easy to change and reconfigure without extensive and expensive version upgrades.

    And let's not forget the data!  SAP and Oracle have honed their focus on owning the enterprise data.  Note the emphasis on enterprise.  A good strategy for managing inside the four walls, but obtaining real-time information on supply chain visibility and sharing data across supply chains continues to be a nightmare.  The emerging future strategy in supply chain management is decision making based on visibility of supply chain partner data, on a real-time basis.  This will give new supply chain technology entrants, such as LeanLogisitcs, a major advantage over competitors, since they collect and manage data on transportation moves that is not resident in enterprise data repositories.

    So, if you ask for whom the bell tolls, think "old school" supply chain technology embodied in i2 and Manugistics.  The revolution is just beginning for the next generation of supply chain technology.