May 23, 2016

New Registration Status at Foundry Group

I haven’t blogged in forever, but am obligated to post the following, which you’ll see all around the Foundry Group network today.

We have some entertaining news to share with you today. We have recently registered with the SEC and are now considered Registered Investment Advisors. Did we do this so that we can have cooler business cards? No. Did we do this because our back office was lacking in purpose? Heck no.

We had to, per the SEC rules. And the reason you ask? Well, we can’t tell you that or we could possibly break some other SEC rules. So for now, just accept that your friendly neighborhood venture capital firm is now subject to a lot of new and stimulating paperwork.

Why are we even bothering telling you this? Because it will affect what we can say on the Foundry Group blog and personal blogs that we write. We’ll have to be careful with statements that we make about companies we invest in. We’ll also be cautious in what we write about our funds or the industry in general. According to the SEC rules, we can no longer write anything that “promotes” our funds. While we’d argue that we never try to promote our firm, but just write anything that comes to mind and try to have fun doing it, with our new registration status comes new responsibilities.

This will be a learning process for us and our goal is to bring you content that is still 100% transparent. Please be patient with us if there are hiccups along the way, or perhaps even questions that we can’t legally answer in the comment sections anymore.

And as always – thank you all for the support. We love what we do and the community, and our interaction with you through our blogs, is a big reason why. And, don’t worry, there will be a third VC video from us – someday.

 

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April 28, 2014

Techstars Boulder Rocks

Every year, I mentor a company from the Techstars Boulder class.  It’s been a great journey, because of that we’ve invested in great companies like Next Big Sound and PivotDesk.  Those two companies represented radically different ends of the startup spectrum.  NextBigSound was still finishing up college when they started Techstars, in fact, they were flying back and forth to take finals during the program.

PivotDesk on the other hand was founded by a Techstars Mentor, an experienced entrepreneur who understood the inherent value in acceleration of the program and the network and community it provides.

Foundry invested in both of those companies because I had the chance to mentor them during the program and I saw what they were capable of doing.

I’m excited to jump into a new company this summer – will it be yours?  The deadline to apply to Techstars Boulder is this Sunday, May 4th. Apply now.

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February 10, 2014

Managing Legal Challenges on a Startup Board

My partner Brad recently released his latest book, Startup Boards – Getting the Most out of your Board of Directors.  This is a great book for people looking for advice on how boards should operate in the very fluid world of startups.

One of the areas that Brad focuses on are some of the legal challenges that present themselves while serving on a board.  What might seem easy “hey, don’t I just do the right thing and all is well and good?” becomes a lot harder when different people are added to the mix.  For instance, did you know that under certain circumstance the board can be personally liable for actions of the company?  Do you know what types of lawsuits are most likely in a startup company?

This book tackles the most important legal challenges including things like VC self dealing, down rounds and founder departures.  While all of these situations are tough, they are even worse with an inexperienced board.

As the lawyer-boy at Foundry Group, I’m a big advocate of getting smart on these issues and this book is a great resource.

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January 22, 2014

I’m Adopting A VC Code of Conduct

A few days ago, Gil Dibner posted what he called a VC code of conduct.  I read articles all the time where VC’s write about how venture capital “should work” and the vast majority of the time I either disagree or find them a waste of time.  I feel that most of these articles are just self promotion with no actual new intellectual capital being created.

But Gil’s article is fantastic.  It’s also depressing that he felt compelled to write it.  It is yet another indictment that many VCs behave poorly and have given our ecosystem a bad, but deserved, reputation.  When I read it I had three strong reactions: one, I have tried my best in my career to comply with these ideas (call me out if you feel otherwise!), two, I think others VCs would do well by adopting these proposals, and three I think my partners at Foundry Group score well on these metrics to date.

I’m going to summarize his idea of a VC code of conduct and add a few wrinkles of my own.  That being said, you should read his full article here.  I’m only going to detail where I have a particular spin.  I also think that Gil missed three themes that are important as well.

1. I will do no harm.  Should be “duh,” but being on boards for the last 15 years proves this isn’t as simple as it sounds.

2. I will respect your time. CEO / Entrepreneur time is simply more valuable than my time.  I don’t make the companies successful – y’all do.

3. I will not ask for material I don’t need.  And I wish Gil would have added “And I will read and be responsible for understanding all materials that you send me.”  I can’t stand board meetings where a CEO is having to go through the presentation for the benefit of lazy board members.

4. I will not string you along.  It always surprises me how many people thank me for a quick NO.  It’s the humane thing to do.

5. I will let you know about competitors in our portfolio.  Done.

6. I will be transparent about any conflicts of interest between and entrepreneur and myself.  I’d argue that this should be even broader.  Just be transparent in general!  An entrepreneur should never wonder what a VC is thinking.  Let’s just be open and keep filters to a minimum and clear honesty to a maximum.

7. I will not sign a NDA, but will act as if a reasonable one is in place.  Simple.  But also know that if you ask me for a NDA I’ll know you haven’t done much homework and you aren’t starting off on the right foot.

8. I will not share your slide deck unless you give me permission.  With my partners, yes.  With others, no.

9. I will not speak to your customers without permission.  This is horrible behavior in our industry that must stop.

10. I will educate before I negotiate.  I’ve always loved doing this and this is what led to Brad and I writing our book Venture Deals – Be Smarter Than Your Lawyer and Venture Capitalist.

11. I will be honest about what standard terms are.  I agree with the sentiment, but as a former lawyer, I hate the idea of negotiating over the term “standard.”  I’d prefer to just put our term sheet out on the web and give the same deal every time as we’ve done at Foundry Group.

12. I will not issue a term sheet unless my firm has made a firm decision to invest.  This is perhaps the worst behavior in our ecosystem today. I see it more often with late stage firms than early firms, but it is present at all stages.  Once a firm pulls this trick on a company I will never work with them again. Ever.

13. I will reflect the term sheet in the final legals.  A deal is a deal.  ‘Nuff said.

14. I will not seek an unreasonable equity stake in your business.  I think this is an important one.  Everyone must feel like they have proper “skin in the game.”  This seems like a simple concept, but often you find people fighting over things that shouldn’t matter.  Assume the company will be a huge success and don’t over optimize around the edges.

15. I will avoid surprises.  I think that if VCs and entrepreneurs have transparent relations, as in 6 above, then this just follows.

16. I will act in the best interests of the company at all times.  It’s not only the law, but a good idea too.

17. I promise to try not to look at my phone in meetings.  This is a hard one, but an important one. I’m not perfect, but I’m trying.  Frankly, I find myself looking at my phone when the meeting gets bogged down, usually by a board member who didn’t come prepared.

I also think that there should be three additions to the list.  I welcome your feedback.

18.  I will respond to you promptly, especially if we have an investment in your company.  This should be table stakes to a VC, but it isn’t.  There are always particular emergencies and situations which will make this difficult, but it is really important for an entrepreneur to know they always have someone to turn to.  After all, being CEO is a lonely job.

19. I will not collude with other VCs to harm your company.  I find it reprehensible when VCs collude to either drive down valuation / terms prior to a financing, or when the company is in dire straights collude to take over the company on the cheap.  There are plenty of other situations, too.   This one may have the greatest “subject to interpretation” issue to it, but I’ve seen this line crossed at times and it disgusts me.

20. I will answer all well-tailored emails.  If I am sent a well-crafted email, I will answer it.  I promise.  Whether or not I know you or not, you’ll get a response.  This doesn’t mean that I will answer spam, emails created from mail merges, emails with so many grammatical and spelling mistakes that I can’t read or emails that are clearly from someone who has done no research into what Foundry Group invests in.  But if you at least try, you’ll get a response from me.

That’s an even twenty and I’m sure we could add a few more, but this would be my Twenty Commandments of VC, or as Gil put it a VC Code of Conduct.  

I’m proud to say that Foundry Group signs up to this code of conduct as we feel this should be the minimum baseline for good VC / entrepreneur relations.

Have an opinion?  Feel free to leave  comment below or hit me up at @jasonmendelson on Twitter.  Well done Gil and thanks for getting an important conversation started.

 

 

 

 

 

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October 20, 2013

It’s Time To Vote

I recently met Andrew Shoemaker who is running for City Council.  He impressed me in his understanding of the issues related to our startup community, but also his larger vision of the city.  While I don’t normally get involved in local politics, I decided I would vote for him.

Now, how about that Vote?

Oh yeah, it’s an off year election here in Boulder, Colorado and if history is our guide, surprisingly few of you are paying attention to the election and the candidates.

Be honest, how many of the City Council candidates can you name? How many of the ballot items? Have you decided who you support?

Ironically, your vote may be more impactful in off year City Council elections than in large presidential elections.

But life is good here in Boulder and we have busy lives, so why do we care?

We care because City Council influences our local lives outside of the office (like open space access) and makes decisions that impact businesses as well.  We are talking about support for new businesses and jobs, office space and open space, livability and housing – you name it.

Other cities are competing with us for the types of business cultivated here, the types of creative co-workers we want, and the brand that Boulder has built. Candidates like Andrew understand that Boulder should take measures to encourage innovation and entrepreneurial activity in Boulder, support Boulder’s brand and attract continued investment and creative workers to Boulder.  Andrew started his own law firm, leaving the larger firm life and knows what it takes to create jobs, as well.

In general, I feel that Boulder City Council is out of touch with what Boulder has become and Andrew is one of the few people that really understand this.

Now is a good time to recognize that in addition to being an important part of our community, we also have something important to say in support of Boulder’s future.

What should you do?

Look for your ballot in the mail (this is a mail-only ballot election). Educate yourself on the ballot issues and the candidates and vote by returning you mail ballot. These candidates influence Boulder’s future so you should influence which candidates win.

Please vote and consider supporting candidates — like Andrew Shoemaker — who understand our issues and support our innovation culture in Boulder.

This is worth taking time out of your day and making your voice heard.

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September 26, 2013

Drones, Drones and Drones

I’m really excited about our latest investment in 3DRobotics.  In short, they are developing the leading technology platform and community around Unmanned Aerial Vehicles (UAVs).  The official Foundry post is here.

I think that most people hear the word “drone” and picture war machines, Terminator movies, “Big Brother” surveillance and other uses that make many of our skins crawl.  That being said, I’m stoked that we are investing in technology that could be used for other uses.  Which ones am I most excited about?  In no particular order:

1. Agriculture monitoring:  Right now farmers either buy satellite photos, or pay humans to monitor crops.  What if drones could do this faster and cheaper and decrease our cost of food?

2. Search and Rescue:  Currently, there are some drones that do this type of work, but we’ve just scratched the surface.  I guess this will put the St. Bernards with the liquor barrels out of business…

3. Hyper-local delivery:  Imagine ordering from a local store and having your prescription or other product delivered within an hour.  Is this technology what allows local stores to compete with the Internet?

4. Persistent cameras:  I’m really excited about persistent cameras for both movie making and sports.  Once these platforms become more advanced, we are going to see perspectives that we’ve never thought of before.

There is perhaps one more use case that I’m most excited about.  And this one is personal.  My dad and I have flown remote controlled model airplanes since I was a young kid.  It’s really the one activity that he and I bonded over.  While I do love flying, it pales in comparison to the memories I have of looking up to my dad and enjoying just being around him.  We still fly to this day and as our skills decline with age, it will be nice to have the ability to fly vehicles that refuse to crash.  🙂 While certainly not a big market and not a reason to invest, it’s a great side affect and I’m really excited to share with him.

Thank you to CEO Chris Anderson for giving us the opportunity to work with him and the company.

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September 11, 2013

Wanted – Colorado-based Entrepreneur to Pitch My Me at Class

I co-teach a class at the University of Colorado Law School called “VC 360.”  We have MBA, Engineering and JD candidates and the course deals with all things in the entrepreneurial / venture ecosystem.

Each year, we have a pitch day where one entrepreneur comes in and pitches me.  The students get to watch.  The entrepreneur and I get an hour together and then the students get to ask questions for 20 minutes.

This is a real pitch.  It’s not any different than if someone comes to our offices, but there is a “studio audience.”

So if you are interested in pitching Foundry Group and want to do something great for the Boulder education community, let me know.  I can only take one.

The pitch date is 10/7 at 8am in Boulder.

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June 25, 2013

The “VC Bargain”

With the recently announced acquisition of our portfolio company MakerBot, the conversation invariably turns to “was this the best time for the company to sell?”

It’s a question that is asked every time a company sells and it usually creates a lot of noise by people whose opinions are usually misinformed and even more so, irrelevant.  The question is asked over and over and over again:  “When is the correct time for a startup to sell itself?”

The answer is simple:  “When the founders want to sell.”

Period.

Unfortunately, many investors do not feel this way.  Clearly, a VC can be very helpful in advising the founders about past experiences, the current state of the M&A market and their thoughts around valuations, but when the founders want to sell, it’s time to sell the company.  Who are we to tell the founders that they aren’t allowed to fulfill their dreams and create an event that will change their lives?

Brad and I have written a lot about venture term sheets.  (Plug:  buy our book!).  One thing we haven’t written about, however, is what we call “The VC Bargain.”

We believe this “bargain” is inherently created when VCs invest in a company.  And no, this isn’t in the legal documents, but should be part of a mutual understanding by both parties.  (Note, however, we’ve seen some VCs and many late stage funds actually try to draft into the documents at what valuations founders may sell at and we find this practice distasteful).

If a VC is playing for a longer / bigger outcome, then it is the responsibility of the investor to create some financial liquidity for the founders and employees that makes them feel secure.  The situation we hate is one where the founders and employees receive nothing except the message “no, you can’t sell, keep running the business.”

But this isn’t solely as one-way bargain.  If you take venture money, you have a duty as well.  You have a duty to actually work toward a liquidity event.

From time to time, we’ve encountered entrepreneurs who really aren’t interested in selling their company.  This has been expressed both explicitly “I have no intentions of ever selling my company” to more implicitly whereby an entrepreneur continually finds fault with potential buyers (“I hate their culture,” “I don’t like big companies,” etc.).

Few companies can expect to go public.  Therefore, the acquisition market is the only way for investors to create proceeds to return to their limited partners.  And everyone should know that our job is to take our investors money, invest it and return a lot more money to them.   Without acquisitions, we can not do this.

It amazes us, but we find that some entrepreneurs don’t actually realize (or respect) this when they take on investment.  Yeah, we know you don’t normally gravitate working for big companies (otherwise, why start your own?), but at some point, if things go well, BigCo may be correct path of the company.

Bottom line is that this VC Bargain is an important one in the startup ecosystem, but one that is not well understood by some.

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May 31, 2013

We Signed an Important Amicus Brief in Oracle v. Google Case

At Foundry Group, we take a strong interest in the policy and legal ecosystem that affects the start up industry.  We’ve been among the first to support initiatives like Startup Visa and patent reform and have been active in city, state and national politics in the hopes of keeping the U.S. the center of the startup world.

I’ve recently left the NVCA board after my four-year term was up.  During that time I took a particular interest in SOPA/PIPA (glad that blew up, but keep your eyes open, there are still folks out there trying) and I’m proud to say that the association has a permanent IT policy group that did not exist before I joined.  High on the list of issues going forward certainly will be around Cybersecurity and more patent reform.

Recently, our company signed onto an amicus brief that might be the most important issue that we’ve faced.  In short, Oracle is threatening to chill innovation in the software industry by arguing that APIs are copyrightable.  Google is the defendant and should Oracle win this case, the implications are disastrous for our startup ecosystem and our economy.

Thankfully the folks at the University of California, Berkeley, spearheaded by Jennifer Urban see this as a major threat as well and wrote a cogent and powerful amicus brief to the court.  The list of signatories to the brief are here and represent a wide constituency of the industry.

Thank you Jennifer and team for your tireless efforts.  Startup land:  please support and help recognize these important efforts.

 

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