Seed Rounds

Trust, Friendliness, and Zero-Sum Startup Games – Approach all negotiations from the perspective that, while the best investors are very “friendly,” they are still significantly misaligned economically from the interests of the common stock (founders and employees). Don’t drink any kool-aid suggesting you should let your guard down and just accept whatever advisors/templates they offer on the table.

Negotiation is Relationship Building – The (polite) back and forth of negotiating high-stakes issues is one of the most important ways to get to know who your lead investors really are, and set expectations for the long-term dynamics of the relationship.

Not Building a Unicorn – Raising too much money at unrealistic valuations, and from investors who are designed to chase exclusively unicorn returns (reflective of Silicon Valley culture), can push your company in a direction that isn’t in the common stock’s best interests. Be thoughtful about what your real goals are, and realize that most startup ecosystems in the U.S. and the world are not under any illusion that only unicorns are worth building.

Posts on Seed Round Structure – Convertible notes, SAFEs, and Seed Equity are the main options. Outside of pockets of Silicon Valley that control a lot of the most vocal startup ecosystem microphones, simplified convertible notes with lengthy maturity dates and low interest are the dominant structure, but seed equity is a viable and increasingly popular alternative.

  • Why Startups shouldn’t use YC’s Post-Money SAFE – The new Post-Money SAFE is designed with very investor-biased economics, which is a far departure from the original pre-money SAFE; neither of which have become anything resembling a “standard” in most startup ecosystems outside of SV.
  • SAFEs v. Convertible Notes, updated – Convertible notes remain the dominant seed round structure for most startup ecosystems. See also: A Convertible Note Template for Seed Rounds.
  • Tiered Valuation Caps – When there’s disagreement as to what the appropriate valuation cap is for a seed round, offering a tiered structure based on various milestones can often bridge the gap.
  • Why Convertible Notes and SAFEs are extra dilutive – All other variables being equal, convertible notes and SAFEs are more dilutive (give more cap table ownership to investors) than equity; with the benefit nevertheless being that they are faster to close on. There are ways to tweak them, however, to eliminate the most dilutive aspects.
  • The Best Seed Round Structure is the one that closes – Anyone suggesting that there are only 1 or 2 “right” ways to structure a seed round either has no idea what they’re talking about, or is a shill for a particular fund that prefers one way of doing things. Investors in various geographies and contexts have different expectations. Goal #1 is get the money, but use experienced advisors to protect yourself.

Relationships and Power in Startup EcosystemsStructuring investment for a startup is a very high-stakes, complex process in which the investors you’re dealing with will usually have 50x the experience that you do. Working with seasoned, independent advisors can be your most powerful “equalizer” in those discussions, but only if you aren’t duped into using advisors who are ultimately controlled by the money, or who behave as if one approach fits all.

Pre-Series A Startup BoardsIt’s important to understand how consequential giving a Board seat is, and why most companies don’t give them to seed investors; though there are contexts in which it makes sense.