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“This all seems pretty standard for one VC deal.”
That's what the lawyer told me as he flipped through the pages of the massive document. The long list of terms sounded foreign to me, but he was right. Her agreement and jargon were and still are typical.
Unfortunately, signing that “standard” agreement is how I lost my company, and how you—or any capable and successful entrepreneur—could suffer the same fate.
From my kitchen table, I built a disruptive model for a $20 billion industry. I had the courage and the arrogance to believe I could do it. When the advisors saw that I was projecting $10 million for the third year, they laughed and said I was crazy. In the third year, we did $22 million.
I built the model, evangelized the supply chain, inspired a team and designed the technology, all while securing and maintaining multi-million dollar multi-year exclusive contracts with major brands such as AT&T, American Airlines, Citi, Chase and State Farm. I took the company to number 8 on the Inc. list. 500 fastest-growing companies and #1 on Crain's Fast 50.
I was living the dream – until it became a nightmare when I picked it up wrong venture capital.
The VCs used every trick in the book to prevent me from bringing in new money. They sold the company in the dark of night without my knowledge. When they finally told me it was sold, they told me I had three days to give my consent and asked me not to make it difficult for them. I refused and made it difficult for them. I went out and got an offer from a top PE firm for $3 million more than their deal; they still refused to sell it to me. I tried to fight them, but they were backed by billionaires who told my lawyers they would “love nothing more than to go to war with that woman.”
I was devastated. So I decided to build a better system for funding entrepreneurs and share my learnings with as many founders as possible.
Here are three strategies I wish I had known before I lost my business.
Be creative
Consider any alternative forms of capital before signing the PE.
- Get capital. Find a profitable business you can buy, then contact an SBA lender to get one 7 (a) loan.
- Equity is your most valuable asset: the most expensive debt is still cheaper than equity. Before you give up some equity, sign a personal loan, put down your house or car, or borrow money personally from anyone who will lend it to you.
- Consider CVC. Corporate venture capital has subject matter expertise, massive infrastructure and contracts either in or within their supply chains.
Become a detective
There is no divorce from a bad VC – so take your time choose your investor.
- Before you take a single dollar, take your time know everything who you're getting into the proverbial “bed” with. Ask for a list of every company they've funded, check it in public records, then pick up the phone and talk to the founders of the portfolio companies. Research the ones that aren't featured on their website and talk to those founders.
- Find out where the money comes from. The people you talk to are likely to be former accountants hired to run the fund. Meet the boys with the money. Break bread with them. Find out what kind of people they are. Make sure you want them in your business. Get the names of any GPs and GPs and do your own care for them. For $99, there are many services and sites you can use to perform bad actor checks.
- Does the fund have any litigation in the past? Search in Case law database to see if they have been named in a lawsuit. I found out too late that one of the billionaires in the fund that sold me my company had sued the Obama administration. He wanted to prevent his female employees from having access to birth control through the Affordable Care Act because of his religious beliefs. He should never have been at my table because our values are wrong.
Related: 3 reasons why lack of funding can become your startup's secret weapon
Be your own 'advocate'
The security agreement is not something to be delegated. It is your responsibility to be your own advocate, take it seriously.
- Go through each contract, line by line, word for word. Learn the terms. Make sure you understand them all. Know the meaning and implications of every word in that agreement. Liquidation preferences, blocking rights, redemption rights, entry rights, drag, pari passu, participation preference – they are all loaded guns.
- Get second opinions to verify that your attorney is correct. Engage free local resources for entrepreneurs. There are 3652 in helpforfounders.com.
- Know that you are unlikely to defend yourself against VCs in court. There are no precedents for founders successfully defending themselves. Most founders who need venture capital don't have the money to pay for a drawn-out case, especially against the people who need it.
- Say no. The right partner will want you to be comfortable. If they don't, then walk away. It is better to lose your VC than to lose your business. Trust me.
There was so much I didn't know before I signed on the dotted line. The mistakes I made allowed me to profit. It took me burning myself to realize that the venture capital industry is broken, stacked against entrepreneurs, and favors those who are rich, white, and male while ignoring most founders and needed innovation. My hope is that with these lessons and resources, entrepreneurs reading this will get a leg up on bad VCs.