BC STARTUPS
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Today I want to talk about the legal aspects of startups. How to set up? How to think about legal costs?

Fun!

Read on >>

 1) Lawyers are expensive -- oof! A startup lawyer can cost you $300-$1k per HOUR! An associate paralegal may be slightly cheaper. But still pricey.

What do you need from a lawyer?

-company setup costs
-doc creation and review for financing rounds
-exit negotiation
2) For the purpose of this thread, we're just going to focus on setup costs, because this is where I see the most mistakes.

Once you get going, you may quickly realize you need a better lawyer - hah - and that generally helps w/ solving for financing rounds and exits
3) If you want to potentially raise money from VCs, you'll want to set up as a Delaware C Corp. If you don't ever want to raise from VCs, an LLC is fine.

Lots of ppl start out as an LLC because you can get tax benefits if you are not profitable.
4) But to me, if you know you want to raise VC money, it feels a bit penny wise / pound foolish, because you will need to spend $$ to convert your LLC to a Delaware C corp.
5) Why don't VCs invest in LLCs?

Because of taxes. LLCs are pass-through entities. So if your company makes (or loses) money all of your investors (yours partners) will be able to apply that to their personal taxes.

This can be ok for your angel investors.
6) But a fund like mine has < 99 investors in my fund!! I guarantee you that none of them want to be doing extra tax work to report the income (or losses) of one of our startups.

It's too much of a headache for everyone.
7) So VCs literally will NOT invest unless you are a C corp (or unless they are really a family office with just one investor). It's not an excuse.
8) So if you want to shoot for VC money, set up a Delaware C corp. These days there are a few options: 1) templated services, 2) boutique lawyers, 3) big firm lawyers
9) The templated services (like Clerky or Stripe's Atlas program) are super cheap and will spin up docs for you easily.

There may need to be adjustments down the road, but IMO, you can get going and fix later if need be.
10) But if you are going through a financing soon, you'll definitely want a lawyer to review everything. A boutique law firm is usually a lawyer on his/her own.
11) A boutique lawyer typically is cheaper (because there's low overhead -- no need to pay for a fancy lobby) and generally more personable IMO.

Look for someone with big law firm experience who left to start his/her own firm.
12) A big law firm is like a Gunderson. Or a Wilson Sonsini. They have lots of lawyers. And lots of experience. And big hourly rates too. :)
13) Whether you go with a big firm or a boutique firm, make sure your lawyer has EXPERIENCE w STARTUPS! I cannot stress that enough.

Esp if your company is NOT in Silicon Valley or NYC, I would actively seek a lawyer in Silicon Valley. So many inexperienced lawyers mess up.
14) Now you may be wondering, why would I pay for a big firm lawyer if I could find a cheaper boutique lawyer w big firm experience?

One thing big firms can provide are engagement letters that give you some services for deferred fees.
15) If a lawyer is impressed by your startup enough, they may offer you a certain number of hours / services for deferred payment. And after that, if you raise $X, you are on the hook for paying them back at their market rates in cash.
16) If you can get one of these deals from a big firm, that can be great, because if your company goes under before you raise $X, you are not out of pocket on your legal fees.

Also you can shop around. Much like how you can shop around with VCs, you can approach many big firms.
17) And once you have a deferred payment offer from one firm, many firms will put forth their best offers.

Things that are negotiable are:
-cost of services / amount you can defer
-min raise amount before you need to pay
18) Note: this can also be applied to funds. Funds typically have much heftier legal expenses, and this applies to funds as well.
19) However, it's important to note that if you have an offer for deferred payment, it may *feel* free but it's not actually. Hah.

That is how you become a client at high rates.
20) So sometimes it can better to pay out of pocket w/ a boutique firm (who doesn't give these offers) because their rates tend to be significantly lower. Nothing is ever free in life.

I've done both and it depends a bit on your own cash situation.
21) Ok, so let's say that you pick a lawyer. Your lawyer will help you incorporate, set up your stock plan, and employment agreements.

With this, you're in business! You are a legit company.
22) Things to note - you and your employees will have 4 yr vesting in place. Meaning your stock grant will only come to maturity if you stay at the company all 4 years.

There's a 1 yr cliff, which means you get 25% of your grant after the first year but nothing prior to that.
23) Without vesting, VCs won't want to invest. Or they may negotiate with you to add vesting as part of an investment agreement. They want you and everyone to be incentivized to work on the company.
24) You and your employees will also assign IP to the company. Meaning, anything you develop / design / create, belongs to the company.
25) Lastly, you want to make sure you have a lawyer you can trust on business advice as well. You may have to lean on your lawyer to give you the pros and cons later on for various financing offers or exit opportunities.

Sometimes you may need to switch lawyers.

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A thread on employee equity in early stage startups -- what are the compensation norms? What every early employee should ask? Some thoughts on whether the structure is fair.

Read on >>

1) First, there are NO NORMS! Hah. I have literally seen everything from giving early employees no equity to giving employee #1s near co-founder level of shares.

But what is more common than not?

2) In the Silicon Valley, if you're hiring your 1st employee, & you've raised NO $$ & are paying very little (e.g $0-$10k / yr or thereabouts), your first employee is basically a co-founder.

And the equity tranche for employee 1 should be closer to a co-founder level.

3) For ex, a friend of mine gave his employee #1 10% (vesting over 4 yrs of course) of the business. This employee was only getting his housing paid for. And this was 10 yrs ago, so it was during the bust.

4) On the flip side, if you have raised some $$ & are paying employee #1 near mkt rate, typically I see around here ppl get 1-5% (w/ vesting).

Caveat - near mkt rate doesn't mean compared to Google or FB salary rates. I mean compared to "normal big cos"
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Elizabeth Yin
Elizabeth Yin
@dunkhippo33
Today's thread is a continuation on *how* you generate momentum in fundraising.

Here's a rough conversation I had with a founder (called 'C') over the course of days a few months back.

Read on >>

1) C: I'm having trouble raising. VC A and VC B are taking so long to get back to me.

Me: Oh, when did you meet w/ them?

C: 3 weeks ago.

2) Me: Oh, are you mtg w/ anyone else?

C: No, I got busy working. I had all these sales calls to make.

Me: That's the problem - there isn't a reason for them to move quickly. There's no investor at the table.

3) C: But I have all these sales calls to make!

Me: I really don't have a great answer for you here. This is probably the hardest part about fundraising - juggling your actual job w/ your fundraising job, which is full-time too.

4) Me: You need to hand off your sales calls to your co-founder. And then you can do mtgs back to back.

C: Ok...

[some time passes]

C: Ok - I'm ready.

Me: How much do you want to raise and what are you using the money for?
ALL , FUNDRAISING
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Elizabeth Yin
Elizabeth Yin
@dunkhippo33
Some gems from @MacConwell of @RarebreedVC in Clubhouse right now:

1) VCs are looking for startups that can get to $100m / yr in rev by yr 7-10.

VCs need this kind of return in order to produce great funds.

2) And so many companies won't get to this level - and that's not a bad thing - but then it means you should be thinking about trying to get going w company revenue since you can't count on VC backing.

3) someone asked about age and fundraising & do accelerators help?

Age doesn't matter. But just make sure no one is taking advantage of you. And as such, accelerators can help sometimes w that guidance.

4) Someone got a rejection because he had a teddy bear in his room (side note: what investor says that?!?)

Mac says he's been there and has heard that saltiness. But you're going to get a lot of nos. And you gain more leverage w more progress and traction. So just keeping going.
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Elizabeth Yin
Elizabeth Yin
@dunkhippo33
Some wed night thoughts on investor “value add”:

1) At the end of the day, money is a commodity. That mere fact should make every vc shudder.

It is amazing how many ppl (incl myself) clamor to get into a commodity business!

2) As such, to differentiate, different investors provide other things beyond money. Sometimes it’s community. Sometimes hiring help. Sometimes expertise or sector-focused networks. Etc

3) And some VCs are truly value add! For example, if I had an edtech co, I would hands down raise from @jwdanner - he has been there as an entrepreneur, built schools, and invested in so many hit edtech companies.

4) But at the end of the day, regardless of who invested in you, it’s the founders + team who are doing all the work.

5) when I think about what I’ve done for my own founders, it’s ranged from doing intros (mostly to other investors) to cust acq advice to feedback etc

But the reality is - all of my founders would’ve figured out how to get that intro or that piece of advice w out me
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Elizabeth Yin
Elizabeth Yin
@dunkhippo33
Saturday thoughts on funding: Where it helps. Where it doesn't. And how it affects team, success, and PM fit.

This is just my $0.02 after looking reviewing 30k+ early stage startups personally and having led 350+ investments across 2 VC firms & as an angel.

Let's begin! >>

1) Money is great to have in building a startup (for the least dilution and pain possible) That's true and always will be true. 😆

But just like how money can't buy you happiness, it also can't buy you PM fit.

2) PM fit is the holy grail for software startups. (we're not talking biotech - if you have a cure to cancer, I guarantee you everyone wants it).

But for software startups, it's unclear if ppl want your product at your price pt.

3) If you don't find PM fit, in this day and age, you will be able to get some sales. Maybe even say $1m in sales (or more!) per year, and you can still make a living.

But having sales does not mean that you have a repeatable customer acquisition process that can be sustainable

4) As an aside, that is why we invest at pre-seed & don't care about startup traction, because I don't believe traction at the earliest stages suggest PM fit. Traction only shows that a founder can execute (& that's impt too) but there are other ways to assess execution earlier.
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A lot of bootstrappers think they have a marketing problem:

"I need to get better at marketing."

But, it's more likely that you have a product problem:

"Do customers really want this? Do they care enough about this to switch to a new solution?"

☝️ this is why most of my book, @marketingdevs, is about:

1. Choosing the right market
2. Building something they want

"If your product is remarkable, getting noticed is a lot easier." – @peldi


I was reminded of this concept again this morning while reading @pjrvs' book (Company of One):

"Sales increase when you honestly evaluate what someone needs and then teach them the value of what you're selling."


To succeed, your product has to offer an outcome that is highly desirable to a large group of customers.

The number of sales your product receives is a multiple of these two variables:

1. How big is the target market?
2. How desirable is the outcome you're offering them?
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@marckohlbrugge
💬 I often get Q’s like these:

How did you get your first customers for WIP? How did you grow BetaList’s traffic? Etc.

Makers are looking to reverse-engineer success. I see it everywhere.

I don’t think it works that way and the answers to those questions are mostly useless. 💥

I have built dozens of different products over the last couple of years. The vast majority failed. 😭

Surely if I know the answers to these questions, but still fail over and over again, these answers aren’t that useful. 🤷‍♀️

So what’s a better question to ask? 🤔

99.9% of the questions I receive are about the products that did well. In a way that makes sense, because we quickly forget about those that didn’t succeed.

🧠 This is known as survivorship bias.

Focusing on what survived, while ignoring what made it survive in the first place.

The real question, what you really want to know, is this:

What makes @WIP, @BetaList, and to some extent @AllStartupJobs succeed where my countless other attempts failed?

What separates a failed product 👎 from a successful product 👍?

Honestly, I don’t know. I wish I did.

It’s like Steve Jobs said “I’ll know it when I see it.” 👀

Same is true when we make products. We don’t know upfront what will work. But once we see an inkling of a product that does have potential, it’s not that hard to spot.
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There are a *lot* of software shops in the world that would far rather have one more technical dependency than they'd like to pay for one of their 20 engineers to become the company's SPOF expert on the joys of e.g. HTTP file uploads, CSV parsing bugs, PDF generation, etc.


Every year at MicroConf I get surprised-not-surprised by the number of people I meet who are running "Does one thing reasonably well, ranks well for it, pulls down a full-time dev salary" out of a fun side project which obviates a frequent 1~5 engineer-day sprint horizontally.

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A consulting shop delivering a $X00k engagement for an internal system, a SaaS company doing something custom for a large client or internally facing or deeply non-core to their business, etc.

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@explodingtopics
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Thread 👇

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Why the 📈?

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Why the 📈?

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With @ycombinator #demoday kicking off, @atrium gathered advice from past YC founders.

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Hello Dear Tweeples!

It’s Siddhars time of the week! Last week I shared story of Guru (Machamuni or Yogi Matsyendranath), this week I bring you information on his Shishya.

#Thread on Gorakanathar Siddhar.

@LostTemple7


His origin story is interesting, though I couldn’t verify it’s authenticity, so not sharing the story here. He’s shishya of Machamuni Siddhar and also learnt from Agasthiya Siddhar.

@HelloNNewman @RajiIndustani @Kishoreciyer1

Unlike other Siddhars, he is depicted as either with a Tiger or seated & wearing Tiger skin. While I couldn’t find any explanation for this. My interpretation is as follows:

Tiger is a predator that lurks around and attacks unexpectedly.


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@Itishree001 @VarierSangitha @jananisampath

Gorakanathar or Gorakshnath (as he’s known in the Nath Sampraday) is celebrated Guru in both Northern and Southern part of India. He’s one of the NavNath in Nath Sampraday and also 18 Siddhars of Tamil tradition. During his life, he’s travelled Indian subcontinent extensively +
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1/ new essay: What's next for marketplace startups? Reinventing the $10 trillion service economy, that's what. Co-authored with @ljin18 https://t.co/fgKbrHTnH5. A short thread 👇

2/ Marketplace startups have done incredibly well over the first few decades of the internet, reinventing the way we shop for goods, but have been less successful services. It's bc services are complex, subjective, fragmented, and often in real life. Makes it hard

3/ There's been 4 major eras at making the service economy work online. The Listings Era, the unbundled Craiglist era, the Uber for X era, and the Managed Marketplace era


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5/ The problem is, all the low-hanging fruit has been picked off. The techniques that got us to here won't get us to the next phase. So we have to do some pretty different things. That's why "Managed Marketplaces" have been a big deal - hire folks as W-2s, certify quality, etc.
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Some thoughts on episode 54 of #Hercai

If you ever cross the distance and come to me, come with love that blooms in your heart.
~ Şems-i Tebrizi

#Reyyan #Miran #ReyMir #EbruŞahin #AkınAkınözü
#HercaiThoughts


1
I have to make a note before writing about this episode. I was the person (still am) who thinks that bringing back D. was a bad idea. I repeat it that for me the writing of S1 and S2 is like tossed into the bin with that plot evolution, but they had to invent something+
#Hercai

2
+ to be able to continue to prolong the general story after Aslan’s story did not work out. All the suffering of M., all the crying seems for “nothing” for two seasons and we viewers are also kind of fed up in seeing him cry all the time when with the upcoming episodes+
#Hercai

3
+he is justified the most to cry. With her resurrection now the attention shifts back to Miran’s storyline and I don’t know if I like this to be honest. This said, Dilsha is here and we have to deal with her.
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4
So, my comments are going to be how I find they wrote her into the story, the details we get to know, the flashbacks we get to see, the way it was filmed and directed, with leaving out if I agree on it or not but describing along the way what I saw.
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Mitesh Sir's Positional Option Selling 101:

• How to find direction
• Which options to sell
• How to deploy capital
• Exit criteria
• What ROI he targets weekly
• What % risk he takes

Done with the help of @niki_poojary


How @Mitesh_Engr Sir finds the direction?

• Daily charts S/R
• 75 min charts S/R
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• Always play directional
• Never trades in strategies


Which options to sell in weekly expiry according to @Mitesh_Engr?

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• Exit when levels breached


Position Sizing by @Mitesh_Engr Sir.

How to deploy your capital?

• First sell 20%
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• When to exit
• What to do when view goes wrong
• What to do with idle capital


Some important tweets of @Mitesh_Engr Sir

• What Data to look at
• ROI for safe players per month
• Max risk per day
• Gather knowledge and play directional
• Never play strategies
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