early stage investment terms in india (seed stage)

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Terms that founders should be aware of when raising a seed or angel round in India. Presented at Bangalore Startups.

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Early-Stage Investment Terms

Bangalore Startups7TH MARCH 2014

In India

Who Am I12+ years on Wall Street (technology & operations in hedge funds)

Got bored. Quit. Moved to India in 2007.

Started a company. Failed.

Co-founder of HeadStart and founder of Startup Weekend India building community

TLabs an accelerator run by Times of India

Couple of angel investments

500 Startups India & NYC

BANGALORE STARTUPS

Seed fund and accelerator program (Mountain View, San Francisco, Mexico City)Mentor Network / Community

200+ design, technology, marketing, and product experts provide 1:1 mentoring to portfolio companiesOver 650 companies, 1,400 founders in 40+ countries around the world, provide peer review and feedback on products, industry verticals, platforms, etc.

Conferences & EventsDedicated conference team has completed 50+ events w/ 300-1,000 attendees per event; total reach of over 25,000+ people

Geeks on a PlaneInvite-only tour for startups, investors, and foundersLearn about global trends, meet international companies, and gain insight/access to foreign markets

500 Startups

�3 BANGALORE STARTUPS

Pre/Post-Money

Pre-money = value of co before investment

Post-money = value of co after investment

4.5Cr Pre-money

1.5Cr Investment

Post-money = 6cr

Dilution = 25%

BANGALORE STARTUPS

Beware: Dilution in IndiaGeneral Terms asked for:

25% Dilution at angel round + 10% option pool (usually created before investment so no dilution for investors)

30%+ dilution at Series A + 20% option pool

2 founders/ 50% each

Before closing angel round 10% option pool / 45% per founder

After closing angel round, each founder at 33.75%

Target:

10-15% at angel round, maybe 20%

20-25% at Series A, possibly 30%

BANGALORE STARTUPS

Board of Directors

Control & Responsibility + fiduciary duties as directors

Typically at early stage angels ask for one board seat. Push back or ask for resignation at Series A

BANGALORE STARTUPS

Beware: VestingEarn your equity. You don’t own it…yet.

Vesting clock starts when you start working for company

Typically, founders vest stock monthly; employees generally have a one year cliff (usually 25%)

Sometimes investors ask to start clock upon closing the round. Push back hard on this.

If founder leaves, unvested shares are bought back by company

BANGALORE STARTUPS

Pari Passu

Talk to YOUR lawyer

Usually negotiated much later than seed/angel stage (whether liquidation preference of Series B should be senior or pari passu w/ Series A)

BANGALORE STARTUPS

Liquidation Preference

Who gets paid first (and how much) when the company gets acquired or shuts down (linked to Pari Passu)

Strive to keep it simple.

BANGALORE STARTUPS

Information Rights

Monthly, quarterly and yearly financials

Minutes of meetings of Board of Directors and copies of materials distributed to the Board

BANGALORE STARTUPS

Redemption/Drag-Along RightsUsually not seen in the US at seed / angel rounds

Be careful of provisions that:

Force founders / company to buy back investors’ shares at fair market value (redemption rights)

Force founders / investors to sell the company (drag-along rights)

BANGALORE STARTUPS

ROFR (Right of First Refusal) / Co-Sale Rights

Typically any founder common stock being sold is first offered to investors

Investors have co-sale rights on any stock founders sell (if they turn down ROFR rights)

Typically no time-limit on these rights held by investors

Resources

http://500.co/blog

http://www.gothamgal.com

http://avc.com

http://www.feld.com

http://www.bothsidesofthetable.com

Venture Deals by Brad Feld

Thanks!PANKAJ JAIN PANKAJ AT 500 DOT CO @PJAIN

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