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Things like “ participating preferred stock &# in legalese unsurprisingly never actually call out, “hey, this is the participating preferred language.&# We got a3x participating liquidationpreference with interest (not participating with a 3x cap, but 3x participating. 4 * $4 million) and not $4 million.
Because convertible debt deals often have both a ‘full ratchet’ and often have ‘multiple liquidationpreferences’ “ Yup. Convertible Notes Also Can Have Multiple LiquidationPreferences. Convertible notes often have multiple liquidationpreferences. That’s right.
liquidationpreference. How to Proactively Protect Your Online Reputation - Startup Professionals Musings , June 12, 2010 These days, your online Internet reputation is your reputation. Yes, even bootstrappers. This pitcher has retired 5 of the last 7 batters. Your employees can’t also be your friends.
I’ve met several people from Cooley Godward who have stellar reputations in this category. You need to know how liquidationspreferences work. They have a stellar reputation and know how to work with the earliest of starts with entrepreneurs. I already mentioned DLA Piper. You need to own your legal agreements.
That means that the likely have a minimum of $15 million in liquidationpreferences. It will usually be higher because the liquidationpreference has a dividend so if the deal is long in the tooth assume that the liquidationpreference might be $20-22 million. Reputation. So what happens?
When you do a convertible note with a cap that converts into the next round of funding one of the unintended consequences is that if you’re successful and raise at a larger price than your cap the early angels often get “multiple liquidationpreferences” on their dollars in.
The angel then introduces the entrepreneur to his or her wealthy friends and business connections who, based on the good reputation of the referring angel, also invest. And they hire very aggressive securities attorneys to represent their interests. My suggestions for the investors seeking emerging companies to back?
First (and needless to say), founders should do extensive due diligence on the investors prior to executing a term sheet to ensure that they are dealing with trustworthy and reputable investors (both the firms and the individuals involved), and that there’s no history of them walking away from deals.
The thought process behind this is that my reputation as a VC in the community is far more important than trying to "win" in regards to one specific deal. Those VC's who are very transparent in what they do ( Fred , Mark , Brad ) all know that their reputation is far more important than taking advantage of individual entrepreneurs.
If you really want to liberate your own common shares and those of your employees, then you want to convert the preferred to common and remove both the control and the liquidationpreference over your shares. They use the reputation of the other investors as a proxy for due diligence. Why are they friendly now?
It usually happens in a later round, when the company is in fact worth much less than the liquidationpreference overhang and insiders use a pay-to-play and a low valuation to reset the preferences and the cap table. And developing a reputation for recapping seed rounds is, in my book, silly. Sure – it happens.
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