Category Archives: Corporate Structure

Venture Capital Criteria

Most venture capital firms concentrate primarily on the competence and character of the proposing firm’s management. They feel that even mediocre products can be successfully manufactured, promoted, and distributed by an experienced, energetic management group. They know that even excellent products can be ruined by poor management.

Next in importance to the excellence of the proposing firm’s management group, most venture capital firms seek a distinctive element in the strategy or product/market/process combination of the firm. This distinctive element may be a new feature of the product or process or a particular skill or technical competence of the management. But it must exist. It must provide a competitive advantage.

After the exhaustive investigation and analysis, if the venture capital firm decides to invest in a company, they will prepare an equity financing proposal. This details the amount of money to be provided, the percentage of common stock to be surrendered in exchange for these funds, the interim financing method to be used, and the protective covenants to be included.

The final financing agreement will be negotiated and generally represents a compromise between the management of the company and the partners or senior executives of the venture capital firm. The important elements of this compromise are ownership and control.

Ownership

Venture capital financing is not inexpensive for the owners of a small business. The venture firm receives a portion of the business’s equity in exchange for their investment.

This percentage of equity varies, of course, and depends upon the amount of money provided, the success and worth of the business, and the anticipated investment return. It can range from perhaps 10% in the case of an established, profitable company to as much as 80% or 90% for beginning or financially troubled firms. Most venture firms, at least initially, don’t want a position of more than 30% to 40% because they want the owner to have the incentive to keep building the business.

Most venture firms determine the ratio of funds provided to equity requested by a comparison of the present financial worth of the contributions made by each of the parties to the agreement. The present value of the contribution by the owner of a starting or financially troubled company is obviously rated low. Often it is estimated as just the existing value of his or her idea and the competitive costs of the owner’s time. The contribution by the owners of a thriving business is valued much higher. Generally, it is capitalized at a multiple of the current earnings and/or net worth.

Financial valuation is not an exact science. The compromise on owner contribution’s worth in the equity financing agreement is likely to be lower than the owner thinks it should be and higher than the partners of the capital firm think it might be. Ideally, the two parties to the agreement are able to do together what neither could do separately:

1. grow the company faster with the additional funds to more than overcome the owner’s loss of equity, and

2. grow the investment at a sufficient rate to compensate the venture capitalists for assuming the risk.

An equity financing agreement with an outcome in five to seven years which pleases both parties is ideal. Since the parties can’t see this outcome in the present, neither will be perfectly satisfied with the compromise reached. The business owner should carefully consider the impact of the ratio of funds invested to the ownership given up, not only for the present, but for the years to come.

Control

The partners of a venture firm generally have little interest in assuming control of the business. They have neither the technical expertise nor the managerial personnel to run a number of small companies in diverse industries. They much prefer to leave operating control to the existing management.

The venture capital firm does, however, want to participate in any strategic decisions that might change the basic product/market character of the company and in any major investment decisions that might divert or deplete the financial resources of the company.

Venture capital firms also want to be able to assume control and attempt to rescue their investments, if severe financial, operating, or marketing problems develop. Thus, they will usually include protective covenants in their equity financing agreements to permit them to take control and appoint new officers if financial performance is very poor.

John B. Vinturella, Ph.D has over 40 years’ experience as a management and strategic consultant, entrepreneur, and college professor. He is a principal in the business opportunity site jbv.com and its associated blog. John recently released his latest book, “8 Steps to Starting a Business,” available on Amazon.

Approaching the Venture Capital Market

Many of today’s new ventures, particularly Internet startups with their enormous cash requirements, high risk, and high potential return, require approaching the venture capital marketplace.

What Venture Capital Firms Look For

One way of explaining the different ways in which banks and venture capital firms evaluate a small business seeking funds, is expressed by LaRue Hosmer as: “Banks look at its immediate future, but are most heavily influenced by its past. Venture capitalists look to its longer run future.”

Venture capital firms and individuals are interested in many of the same factors that influence bankers in their analysis of loan applications from smaller companies. All financial people want to know the results and ratios of past operations, the amount and intended use of the needed funds, and the earnings and financial condition of future projections.

Banks are creditors. They look for assurance that the business service or product can provide steady sales and generate sufficient cash flow to repay a loan. Venture capital firms are owners. They hold stock in the company, investing only in firms they believe can rapidly increase sales and generate substantial profits.

Venture capital is a risky business, because it’s difficult to judge the worth of early stage companies. So most venture capital firms set rigorous policies for venture proposal size, maturity of the seeking company, requirements and evaluation procedures to reduce risks, since their investments are unprotected in the event of failure.

Size of the Venture Proposal

Few venture capital firms are interested in investment projects of less than $1,000,000, and this threshold is even higher for the major firms. Projects requiring less are of limited interest because of the high cost of investigation and administration.

The typical VC firm will quickly reject on the order of 90% of the proposals received, because they don’t fit the established geographical, technical, or market area policies of the firm, or because they have been poorly prepared. The remaining plans are investigated with care. These investigations are costly, and generally reduce the candidate pool even further.

Maturity of the Firm Making the Proposal.

Most venture capital firms’ investment interest is limited to projects proposed by companies with some operating history, even though they may not yet have shown a profit. Companies that can expand into a new product line or a new market with additional funds are particularly interesting.

Companies that are just starting or that have serious financial difficulties may interest some venture capitalists, if the potential for significant gain over the long run can be identified and assessed. If the venture firm already has a large risk concentration, they may be reluctant to invest in these areas.

A small number of venture firms specialize in “start-up” financing. The small firm that has a well thought-out plan and can demonstrate that its management group has an outstanding record (even if it is with other companies) has a decided edge in acquiring this kind of seed capital.

John B. Vinturella, Ph.D has over 40 years’ experience as a management and strategic consultant, entrepreneur, and college professor. He is a principal in the business opportunity site jbv.com and its associated blog. John recently released his latest book, “8 Steps to Starting a Business,” available on Amazon.

Business Structure and Financing

The most common business structures are proprietorships, partnerships, and corporations. A proprietorship is simply a one-owner business. It is the most prevalent form (on the order of 70% of all businesses) because it is the simplest and least expensive to start.

A partnership is basically a proprietorship for multiple owners. Most are general partnerships, where each partner is held liable for the acts of the other partners. A limited partnership allows for general and limited partners; limited partners’ liability is limited to their contributed capital.

If you choose to go into business with a partner, be sure to prepare a formal, written partnership agreement. This should address the contribution each will make to the partnership, financial and personal; how business profits and losses will be apportioned; the salaries, and financial rights of each partner, and; provisions for changes in ownership, such as a sale, succession, or desire to bring in a new partner.

The corporation is a legal entity, separate from its owners. It is a more secure and better-defined form for prospective lenders/investors. Incorporation is perceived as limiting the owner’s liability, but personal guarantees are generally required whenever there is liability exposure.

The traditional form is called the C-Corporation. An S-Corporation is frequently preferable as a start-up form, since the losses expected in the early stages of the business may be applied to the owner’s personal tax return. Other forms include the LLC, or Limited Liability Corporation; Trusts, often for a specific time frame or purpose, and; combinations of legal entities such as “CoOps” and joint ventures.

Enlist the legal and tax advice of the professionals as to which form suits your venture best.

Ownership Structure and Capitalization

Once the legal structure is decided upon, issues of distribution of ownership, and distribution of risks and benefits may be addressed. The primary decision to be made is whether the entrepreneur will finance the venture or whether there is a need for other stakeholders, and whether these stakeholders will be investors or lenders or some combination thereof.

Financing our venture by borrowing adds to our fixed costs, but makes no claim beyond the amount of the debt no matter how great our success. Standards for debt financing are generally very difficult for startups to meet; lenders are not generally willing to share the risk with you. If a lender turns you down, ask them for specific reasons. If the reasons cannot be countered with this lender, the insight gained can be used to strengthen the presentation to the next.

The advantage of selling shares of ownership to raise capital, referred to as equity financing, is that the investor is sharing the risks of the venture; this lowers expenses since there is no debt service to be paid. The investor also shares the rewards, however, and the entrepreneur must be careful not to sell the equity too cheaply.

What do we have to offer prospective investors? For most, their primary interest is in a high return on their investment, through dividends and appreciation. There is little appeal to most investors in being a long-term minority owner in a closely-held business, so some way of “cashing out,” must be offered, such as a provision for company buy-back or a public offering.

Venture capitalists look for generally larger deals and impressive returns. Many fund projects only in specific industries; some work only from referrals from within their “network.” Carol Steinberg, in “Success Selling,” puts the odds of receiving venture capital funding in perspective: “Each year a venture capitalist fields 400 to 500 deals, seriously reviews 40 or 50, and funds only 4 or 5.”

Less visible as a source of startup capital are individual investors, known as “angels,” who typically invest $50,000 to $250,000 in private companies. While we must generally “recruit” such investors ourselves, angels are thought to represent a significant pool of risk capital.

While stakeholders are hard to find at startup, sources of assistance are available. A good starting point is the U.S. Small Business Administration (SBA). Their Small Business Investment Company (SBIC) program allows private investment partnerships, or SBICs, to leverage their own capital using SBA guarantees.

John B. Vinturella, Ph.D has over 40 years’ experience as a management and strategic consultant, entrepreneur, and college professor. He is a principal in the business opportunity site jbv.com and its associated blog. John recently released his latest book, “8 Steps to Starting a Business,” available on Amazon.