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69 Cards in this Set

  • Front
  • Back
NDA
non disclosure agreement
helps protect IP

large firms seldom sign with startups

example: get legal advice
proprietary rights agreement
example emploee contract: get legal adivce

use when hiring employees
elevator pitch steps
1. the grab
2. your solution
3. value/benefits
4. customer: opportunity/ size
5. secret sauce/ IP
6. competitive advantage
7. financials
8. summary
the grab
engage your audience (not just a question, may be a story they can relate to), make them understand the problem

describe why you are valuable to your prospects to someone who does not understand your business
elevator pitch
pitch is first step in the process. goal is not to close but to get opportunity for the next step

next step is getting a longer meeting

financials are meaningless unless you've grabbed the investor

max 4-6 slides
elevator pitch questions
prepare list of q&a you think the audience will ask

answer questions before they are asked

help identify weaknesses in your plan
most important things in a pitch
energy
enthusiasm
PASSION
elevator pitch mistakes
-using notes(undermines credibility)
-lack of passion/energy
-just asking question as grab, not waiting for answer
-not connecting with audience
-making pitch about you and your opinions not about the audience
-too many slides
-using meaningless adjectives (many, large, expensive)
audience research
who is the audience, what do they like/need?

focus on audience needs not giving lots of info

presentation must be compelling
work starts way before...
(effective presentation)
-a credible sponsor or proponent
-qualify interest and need
-know the competitive situation
-study prospect history (if sales presentation)
-know the audience
always an agenda

introductions
who's in the room
always an agenda

proposition
what will we do for you?
always an agenda

justification
how it works, whats required?
always an agenda

conclusions
q&a what you just heard
always an agenda

next steps
a call to action....
demo? proposal? higher level meeting?
slide brevity

effective presentation
-large text: size 24 or more
-4-6 lines per slide
-<30 words per slide
-bullets are headlines, not sentences
-sentence fragment with key words
rule of three three three

effective presentations
audience remembers three things
three parts to your presentation
use lists of three
visual aids

effective presentations
-determine which element would benefit by being presented with visual aids
preparation

effective presentations
-proofread several times
-have someone else proofread
-use powerpoints notes pages
-practice w/ friendly, but critical audience
-practice, practice, practice
-expect questions and be sure you can give it in the alloted time
-have a fallback position if time is shortened
presenting

effective presentations
-educate, don't sell
-be interactive from the start
-ask provocative questions
-talk to sponsor and decision makers
-long eye contact with each audience member
what to focus on when presenting
focus on meeting result you want not on what you want to say

focus on audience needs not on giving audience lots of info
the audience hates
know it alls
non-stop talkers
industry jargon
slide readers
no problem answers
presenters that ignore time
use slides to....

effective presentations
emphasize a point
keep you on track
explain a point with a graphic
using notes
notes aren't needed if you know your stuff

notes can imply you don't know your stuff
money sources
-entrepreneur's personal resources
-other people's money (OPM)
entrepreneur's personal resources
-credit card
-cash
-assets
other people's money
friends and family
angel investor
customer financed
financial institutions
unusual sources (gov)
venture capitalists
strategic partner/corporate vc
public offering
accredited investor
$1 million in assets (not including your principal residence) or $200k income for last 2 years and expectation of that continuing

-most common restriction to be an angel investor
qualified investor
$5 million not including principal residence
common stock
equity
friends and family
preferred stock
equity but more like debt
angels or venture capitalists
pre-money valuation
worth of company before investment
post money valuation
pre money valuation plus investmetn
warrants
kickers

right to buy more shares
options
for key employees

warrants but for special employees
dilution
creating more shares which dilutes current share owner's percentage of ownership
key steps in raising capital
(after validating the opportunity)
1. write a feasibility study and then a business plan
2. write a great executive summary
3. get professional advice and help
4. go do it
---starting the business
---raising the capital
pre-money valuation sources of value
-numbers: projections, quality, comp
-product
-clients
-IP
-management: track record, qualifications, team
-competition: ability to raise money
-VC: life cycle of fund, capital overhang
-industry: hot or not, economy
sources of funds
most come from friends and family
then angels
then seed funds
then venture capitalists
friends, family, fools
-small amounts of $
-lots of investors
-do it because they love you
-can ruin relationships
-not accredited investors
-not professional investors
-highest price per share (highest valuation)


****assume you'll lose their investment and pray you don't
what professional investors are looking for

VCs, angels, institutional
-unique product that solves a real problem
-product that is scalable (revenue grow 4x as fast as cogs)
-defensible product (patents, trade secrets)
-excellent business model and plan (10-30x exit potential)
-realistic plan of action (leveraged sales strategy)
-$1B market opportunity and growing (total market size-can you capture 5+%)
-management team that can execute the plan
-exit strategy
Angels
-individuals
-accredited investor
-often successful entrepreneurs
-invest individually or in groups
-invest locally
-invest own capital
-$10k-$250k each
-often want involvement
-seed and early stage
-want exit plan
-higher price per share
-less aggressive at changing management
Venture capitalists
-aka vulture capitalists
-lowest price per share (lowest valuation)
-professional managers
-partnership (VC is general partner)
-limited partners are institutional investors(pensions, insurance, university)
-funds typically $100-$900mm
-max 10year life
-typical $1mm-$20mm investments
-syndicated investments
-focus on specific areas
-more aggressive at changing management
-always board seats
-were largest source of investment dollars
-from $30billion in 2007 to $8billion in 2009
-small number recipients
goals of venture capitalists
-investment return for their limited partners
-make money for general partner
---investment fee up to 10% or annual asset fee 1-3%
---typical 20% carry
-look for entrepreneurs with track record
similarities between angels and VCs
-look for similar opportunities (angels may invest sooner)
-look for similar things in business plan
-only invest if outlook is for >10x return
-expect to invest in multiple rounds
-portfolio approach: 2+7+1
-time horizon is 5+years
differences between angels and VCs
-VCs have fiduciary responsibility to their limited partners
-angels risk their own capital
-diligence on due diligence varies
-VCs may require control and board seat
-fund cycle affects VC investing
-decision time frames vary
investor success
(tech business)
-last 30yrs: 9% of investment created 91% of value
-tech business is business of exceptionalism
typical investment process

seed-product development phase
type: common/founders stock, $25k-$100k

players: founders, 3Fs, SBIR, university
typical investment process

early stage-begin sales phase
type: common/preferred or bridge, $100k-$1M

players: angels, boutique, VC
typical investment process

series A or B-ramp up sales phase
type: preferred/convertible, $1M-$10M

players: VC
typical investment process

series C or D-product extension phasee
type: preferred/mezzanine debt, >$10M

players: private equity, investment banker
typical investment process

IPO/M&A phase
type: listed equity

players: investment bankers, hedge funds
time frames in raising capital
1. screening: 3 months
2. due diligence: 2 months
3. closing: 1 month
4. monitoring investment: forever
5. exit: within 8 years

-most potential investments fall apart, takes a looong time
dream management team
-led by industry superstar
-experienced head of technology marketing
-technology guru on staff
-CFO with start-up experience
-complementary skill sets
-high integrity
partners in a business
-skills needed in the team: vision, sales, finance, product, team players
-recognize individual differences
-friends: probably a necessity
-choose friends based on capability not friendship
-agree on rules of operation (in writing in advance0
-agree on how to manage individual exits (in writing in advance)
-mentors and board of advisors
10 signs of a dysfunctional team
-there is one member who never speaks
-there is one member who won't stop talking
-there are several ideas the team is thinking about but you can't make a choice
-there is one member stuck on using their idea but the rest of the team doesn't like it
-your ream has 2 good ideas and two of you are working on one idea and the others are working on their idea
-there is one member who's gone AWOL and none of their work gets done
-your team is so excited about your HOT idea that you can't hear any feedback
-your team has no ideas your excited about and you can't see your way to the finish line
-your mentor thinks their the CEO
-the team thinks the mentor is the CEO
employee/founder equity
- founders split- depends on contribution
-never 50/50 split with two founders
-options for employees (or grants- tax/accounting implications)
-vesting- typically 4-5 years
-percent of company
---outside CEO-up to 10%
---outside C level executives 1-5%
---employees( including non CEO C level) up to 20%
-dilutes investors, but understood
---ensure goals are perceived as attainable
legal forms of business organizations
-sole proprietorship
-general partnership
-limited liability partnership
-c corporation
-s corporation
-limited liability company
C corporation
a legal business entity that is separate from its owners and mangers

-advantage: limited liability
-disadvantage: double taxation
S corporation
has the regular characteristics of a C corporation, but the owners are taxed as a partnership as long as certain criteria are met

-legal criteria for being an S corporation:
1. must be domestic corporation
2. cannot have a nonresident alien as a shareholder
3. can issue only one class of common stock
limited liability company
offers the liability protection, tax benefits, and no restrictions as those on an S corporation

-advantage: gives flexibility to the owners
-disadvantage: no different classes of stock (no stock)
articles of incorporation
a document that describes the business and is filed with the state in which the corporation is formed
-main tasks involved in writing the articles of incorporation:
1. naming a board of directors
2. adopting bylaws
3. electing corporate officers
4. issuing stock
most likely for us to choose

(legal form of business)
-limited liability company
-c corporation
sole proprietorship

why choose
-taxes: no specific business taxes paid by company, owner pays taxes on income from business as part of personal income tax payments

-legal liability: sole proprietor can be held personally liable for debts and obligations of business

-shareholder types: none

-options: none

-financing: usually through loans

-exit strategy: at discretion of sole proprietor, death of owner

-corporate governance
general partnership

why choose
-taxes: file on each personal income tax return

-legal liability: unlimited liability for debts of the business

-shareholder types

-options

-financing: raise capital quickly, combine resources

-exit strategy: death, selling, contract for dissolving

-corporate governance
limited liability partnership

why choose
-taxes: each partner files on personal tax return

-legal liability: personal assets protected, owners not held accountable to acts of other owners, held accountable for debts and losses of personal careless actions

-shareholder types

-options

-financing: investors more willing to join since liability is limited

-exit strategy: should have contract

-corporate governance
c corporation

why choose
-taxes: double taxation, corporate income taxes and dividends to shareholders taxed

-legal liability: personal assets protected, separate business and tax identity than owners

-shareholder types: shareholders have ownership in corporation, must be US citizens

-options: available

-financing

-exit strategy: board of directors must approve (vote0

-corporate governance
s corporation

why choose
-taxes: file personal taxes and sometimes also as a business

-legal liability: limited personal liabilty

-shareholder types: yes

-options

-financing: easier to raise as a corporation

-exit strategy: must vote upon it, contract

-corporate governance
limited liability company

why choose
-taxes: no corporate taxes as a separate entity

-legal liability: personal liability protection

-shareholder types: don't need shareholders

-options

-financing: usually personal

-exit strategy: form own contract

-corporate governance