Paul Graham, Founder of Y Combinator wrote a very good post on 2005 on How to Fund a Startup?
Check Part 1. In this opportunity we present here all the paragraphs of the post that refer to legal issues related with the funding process, so readers can have a quick idea on the matter. But for any founder who is planning to launch his startup or has recently start working on it, I strongly recommend to read the whole post, because is very practical and comprehensive on the subject. Every time yo see (…) it indicates the rest of the post.
Stage 1: Seed Round
A lot of startup founders say they started the company without any idea of what they planned to do. This is actually less common than it seems: many have to claim they thought of the idea after quitting because otherwise their former employer would own it.
(…)
They’re going to run the company out of one of their apartments at first, and since they don’t have any users they don’t have to pay much for infrastructure. Their main expenses are setting up the company, which costs a couple thousand dollars in legal work and registration fees, and the living expenses of the founders.
The phrase “seed investment” covers a broad range. To some VC firms it means $500,000, but to most startups it means several months’ living expenses. We’ll suppose our group of friends start with $15,000 from their friend’s rich uncle, who they give 5% of the company in return. There’s only common stock at this stage. They leave 20% as an options pool for later employees (but they set things up so that they can issue this stock to themselves if they get bought early and most is still unissued), and the three founders each get 25%.
Stage 2: Angel Round
The angel agrees to invest at a pre-money valuation of $1 million. The company issues $200,000 worth of new shares to the angel; if there were 1000 shares before the deal, this means 200 additional shares. The angel now owns 200/1200 shares, or a sixth of the company, and all the previous shareholders’ percentage ownership is diluted by a sixth. After the deal, the capitalization table looks like this:
| Shareholder | Shares | Percent |
| Angel | 200 | 16.7 |
| Uncle | 50 | 4.2 |
| Each Founder | 250 | 20.8 |
| Option Pool | 200 | 16.7 |
| Total | 1200 | 100 |
To keep things simple, I had the angel do a straight cash for stock deal. In reality the angel might be more likely to make the investment in the form of a convertible loan. A convertible loan is a loan that can be converted into stock later; it works out the same as a stock purchase in the end, but gives the angel more protection against being squashed by VCs in future rounds.
Who pays the legal bills for this deal? The startup, remember, only has a couple thousand left. In practice this turns out to be a sticky problem that usually gets solved in some improvised way. Maybe the startup can find lawyers who will do it cheaply in the hope of future work if the startup succeeds. Maybe someone has a lawyer friend. Maybe the angel pays for his lawyer to represent both sides. (Make sure if you take the latter route that the lawyer is representing you rather than merely advising you, or his only duty is to the investor.)
An angel investing $200k would probably expect a seat on the board of directors. He might also want preferred stock, meaning a special class of stock that has some additional rights over the common stock everyone else has. Typically these rights include vetoes over major strategic decisions, protection against being diluted in future rounds, and the right to get one’s investment back first if the company is sold.
Some investors might expect the founders to accept vesting for a sum this size, and others wouldn’t. VCs are more likely to require vesting than angels. At Viaweb we managed to raise $2.5 million from angels without ever accepting vesting, largely because we were so inexperienced that we were appalled at the idea. In practice this turned out to be good, because it made us harder to push around.
Our experience was unusual; vesting is the norm for amounts that size. Y Combinator doesn’t require vesting, because (a) we invest such small amounts, and (b) we think it’s unnecessary, and that the hope of getting rich is enough motivation to keep founders at work. But maybe if we were investing millions we would think differently.
I should add that vesting is also a way for founders to protect themselves against one another. It solves the problem of what to do if one of the founders quits. So some founders impose it on themselves when they start the company.
The angel deal takes two weeks to close, so we are now three months into the life of the company.
(…)
With an apparently inexhaustible sum of money sitting safely in the bank, the founders happily set to work turning their prototype into something they can release. They hire one of their friends—at first just as a consultant, so they can try him out—and then a month later as employee #1. They pay him the smallest salary he can live on, plus 3% of the company in restricted stock, vesting over four years. (So after this the option pool is down to 13.7%). They also spend a little money on a freelance graphic designer.
How much stock do you give early employees? That varies so much that there’s no conventional number. If you get someone really good, really early, it might be wise to give him as much stock as the founders. The one universal rule is that the amount of stock an employee gets decreases polynomially with the age of the company. In other words, you get rich as a power of how early you were. So if some friends want you to come work for their startup, don’t wait several months before deciding.
Step 3: Series A Round
One of the VC firms says they want to invest and offers the founders a term sheet. A term sheet is a summary of what the deal terms will be when and if they do a deal; lawyers will fill in the details later. By accepting the term sheet, the startup agrees to turn away other VCs for some set amount of time while this firm does the “due diligence” required for the deal. Due diligence is the corporate equivalent of a background check: the purpose is to uncover any hidden bombs that might sink the company later, like serious design flaws in the product, pending lawsuits against the company, intellectual property issues, and so on. VCs’ legal and financial due diligence is pretty thorough, but the technical due diligence is generally a joke.
The due diligence discloses no ticking bombs, and six weeks later they go ahead with the deal. Here are the terms: a $2 million investment at a pre-money valuation of $4 million, meaning that after the deal closes the VCs will own a third of the company (2 / (4 + 2)). The VCs also insist that prior to the deal the option pool be enlarged by an additional hundred shares. So the total number of new shares issued is 750, and the cap table becomes:
| Shareholder | Shares | Percent |
| VCs | 650 | 33.3 |
| Angel | 200 | 10.3 |
| Uncle | 50 | 2.6 |
| Each Founder | 250 | 12.8 |
| Employee | 36 (unvested) | 1.8 |
| Option Pool | 264 | 13.5 |
| Total | 1950 | 100 |
This picture is unrealistic in several respects. For example, while the percentages might end up looking like this, it’s unlikely that the VCs would keep the existing numbers of shares. In fact, every bit of the startup’s paperwork would probably be replaced, as if the company were being founded anew. Also, the money might come in several tranches, the later ones subject to various conditions—though this is apparently more common in deals with lower-tier VCs (whose lot in life is to fund more dubious startups) than with the top firms.
And of course any VCs reading this are probably rolling on the floor laughing at how my hypothetical VCs let the angel keep his 10.3 of the company. I admit, this is the Bambi version; in simplifying the picture, I’ve also made everyone nicer. In the real world, VCs regard angels the way a jealous husband feels about his wife’s previous boyfriends. To them the company didn’t exist before they invested in it.
(…)
The founders are required to vest their shares over four years, and the board is now reconstituted to consist of two VCs, two founders, and a fifth person acceptable to both. The angel investor cheerfully surrenders his board seat.
Deal Falls Through
(…)
But the most unrealistic thing about the series of deals I’ve described is that they all closed. In the startup world, closing is not what deals do. What deals do is fall through. If you’re starting a startup you would do well to remember that. Birds fly; fish swim; deals fall through.
(…)
The example of a startup’s history that I’ve presented is like a skeleton—accurate so far as it goes, but needing to be fleshed out to be a complete picture. To get a complete picture, just add in every possible disaster.
Abstracts from Paul Graham.
Picture: Mathew MacQuarrie (CC0)