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When comparing terms in common share agreement versus preferred shares agreements what should I watch for to ensure preferred shares are not offering far better terms than common shares

We are doing due diligence on one of our investment targets, and I am comparing terms in the shareholder agreements for common and preferred shares. Recognizing that the preferred shares will have some advantages over common shares, what terms should I watch for that would be considered unreasonable treatment of common shareholders?      

Top answer:

Venture Investors typically take preferred positions in portfolio companies. The early stage investment agreements are fairly standardized. For a review of a standard preferred offering, review the Series Seed documents below: https://w...

1

How do we send communication to just our team?

Top answer:

HI Revi, thanks for reaching out. There are two options in Hub to email a group of people: -1. In the respective pipeline where your team members are housed click on "Send email" for a prospect that is one of your teammates, then clic...

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Decile Hub - Deal Tracking capabilities

I asked Decile Base about the deal tracking capabilities of Decile Hub and here's the response that I got:  Decile Hub offers a comprehensive deal tracking system. It includes a CRM with pre-configured templates for closing new investments and staying in touch with your community. Deal Memos can be completed by each team member and exported in PDF. The platform also provides data rooms with granular permissions and preview capability, allowing you to see every file someone viewed and how long they viewed each page. However, the ability to track quarterly or monthly updates from startups is currently not available but is being worked on. And my question here is if someone is aware of , even more and with details, the deal tracking capabilities of Decile Hub, when will Decile Hub have the ability to track quarterly and monthly updates ?

Top answer:

As a manager, you need to reach out and secure updates from portfolio companies and prospective portfolio companies on a regular basis. Decile Hub has CRM tools to manage this easily. A release is currently being developed to automatical...

1

Standard Y Combinator SAFE agreement - error?

Regarding a typical Y Combinator SAFE agreement: In the event of an Equity Financing, who should be responsible for "execute and deliver all of the transactions documents related to the Equity Financing". The Investor or the Company? The current YC document put the responsibility on the SAFE Investor. But the SAFE Investor might not know the actual Terms of the Equity round agreed by the Company with the "new" Equity Investor. So it will be difficult for the SAFE Investor to provide those documents. I'm missing something here? Thanks!

Top answer:

Question: With respect to financing documents, what does an early-stage VC need to do at the time of a an Equity Financing (aka Preferred Stock Financing), if said VC invested earlier in a typical SAFE note? A standard, unaltered Y Com...

1

What is your advice on best practices in setting up your fund's LPAC?

Top answer:

As a general matter, here are some best practices in setting up a fund's LPAC: • Check the LPA or governing document that describes the LPAC appointment process and details the LPAC's particulars; • Ensure that LPAC members are people th...

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Are there any good examples of government-backed VC's? Working on a $100m fund and would love to see how their thesis/fund is presented, where fund-raising is not the challenge, but deal-sourcing and selection may be.

Top answer:

No. Most government backed VCs massively underperform because the government's objectives are often mis-aligned with the VC (to perform really well). Also, the government's bureaucracy and processes force the GP to dedicate an enormous a...

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While prospective fund managers are fundraising (but before funds are formed and operational), how do they make arrangements with advisors, venture partners, or other similar types of personnel?

Top answer:

Fund managers can discuss future arrangements verbally - however they should refrain from making any promises or commitments (verbal, written, or otherwise). Particularly, fund managers should sign NOTHING - as a general matter, legal ...

2

Accelerator upfront management fee

How much is an acceptable fee (as a %) for an accelerator fund to take as an upfront fee instead of charging management fees, per year, as 2% of committed capital?

Top answer:

Typically, the fund and the accelerator are separate. The accelerator has it's own operational structure and generates revenue in a variety of ways, such as sponsorships etc... The fund is generally a classic 2 & 20 structure. The manage...

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Can a venture fund invest in a company organized as an LLC

Top answer:

VCs don't invest in LLCs. LLCs are pass through vehicles and issue K1s to all members, so all gains and losses are passed through to the fund, and the fund must pass them through to every LP. In addition to the MASSIVE accounting and tax...

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Can one of a Fund's limited partners also become a venture partner or other type of advisor or consultant to the Fund (via the General Partner entity)?

Top answer:

Yes - however in doing so, the limited partner will generally lose their "limited" status with respect to liability, because they may wield influence over the Fund's decision-making processes. They may become liable for any actions taken...

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A potential LP is a US based C-Corp owned entirely by a Canadian Limited Partnership company. The Onboarding questionnaire has the following question: "Who owns this entity? Please confirm the full legal name, date of birth, and city and country of residence of any individual who owns 25% or more of the entity you are using to invest.". My question is the LP should just inform that the Canadian Limited Partnership is the "owner"?

My question is the LP should just inform that the Canadian Limited Partnership is the "owner"? Or goes upstream ? What to answer if no individual has more than 25% of the Canadian LP? 

Top answer:

“For the Anti Money Laundering portion of the review we are always looking for the underlying individuals. It means that if there are any entities that are owners with 25% or more interest in the LP entity, we will require the name(s) a...

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Should my fund have tear sheet for LP's?

Top answer:

It's more of a nice to have. If LPs are requesting it, take your deck and put the major points in each slide into a section of the executive summary.

 -  Mike Suprovici
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Success/failure rate of investments

My assumption about portfolio results are the following: if we make 20 seed investments, 2 could be highly successful, 8 will be boring survivors (returning little) and 10 will totally fail. Is that ratio in line with typical seed results? If not, what do you believe is more typical?

Top answer:

A typical return on a 20 company portfolio may have 1 to 3 venture style exits if the manager is strong. There may be another few portfolio companies that get a multiple, and the rest are either a wash or a loss.

 -  Adeo Ressi
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Team slide for solo GPs

For the purposes of presentation completion for the upcoming review, do you expect solo GPs to have confirmed non-GP team members on the Team slide or is it sufficient to have one individual, the GP, on the Team slide?

Top answer:

Don't put people in your team slide that are not confirmed in general. It is sufficient to have 1 individual on the team slide.

 -  Mike Suprovici
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Legal setup for a deal warehouse

What is the best legal setup for a deal warehouse especially for the first fund? Do we create a simple LLP with equal partnership of investors (close associates) that holds 4-5 assets, which is later bought out by the fund company and transfer the warehouse assets to it? What happens to the warehouse LLP after the transfer of assets? Can this LLP be reshaped and branded as a GP or Manco company or should it be closed/killed. Or else, instead of additional administration of LLP, can we choose to keep the warehouse on a outsourcing platform like Angel list and later buy these from the fund company? Please suggest.

Top answer:

Generally speaking, the best setups for a prospective fund manager to warehouse deals are: • Individually (no one else involved); or • Via a 100% wholly-owned entity.  The other types of setups you are referring to generally are not opt...

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In a $10 million debut fund in California, what's the typical breakup of 2% management fee spend? What should be solo GP salary in California?

Top answer:

First read this article on Management Fees. Then read this article on fund expenses. Everything listed as Manager in the 'Who Commonly Pays?' column will come out of management fees. Finally read this article on the VC fee model. Every f...