Equity Crowdfunding Comes to Ontario – finally!

Canadian-100-dollar-billsThis could be big, really BIG! For entrepreneurs and startup founders this could be a monumental change, potentially opening the floodgates onto the dry and barren land of seed funding. At the very least it should offer new options for cash-starved startups and early-stage businesses. The recently proposed (as of March 20, 2014) Ontario Securities Commission (OSC) new set of regulations provides for

“a crowdfunding exemption that would allow businesses, particularly start-ups and early stage businesses, to raise capital from a potentially large number of investors through an online platform registered with the securities regulators.”

More specifically, this ‘Crowdfunding Exemption’ would allow startups and SMEs to raise up to $1.5M per 12 month calendar year with investors being able to invest up to $2,500 per deal and up to $10,000 per year.

Why is this so important, then? The issue is that under the current Canadian securities laws, startups can only raise money by selling equity in their business to so-called “accredited investors,” who are strictly defined and typically include family members, angel investment firms or venture capitalists. Should you wish to raise funds from a broader circle of individual investors, your company needs to go through a process of stock listing on a publicly traded exchange that is normally prohibitive to a startup.

The advancements in internet technology, however, make it possible these days to approach and raise the required capital in small amounts from a much broader group of individuals. Why is this approach relevant? It all has to do with risk management and sharing. To illustrate the issue let me quote from my article recently published in The Ottawa Citizen.

“Let’s say I need to raise $0.5M for my startup. I go to you and ask you for the whole sum or just a $100K chunk. Even assuming you have the means, you are going to agonize at length over your decision. However, if I ask you to invest $10-15K, you will spend far less time worrying and be much more predisposed to take the chance. By employing this tactic, an entrepreneur will likely raise her $0.5M because the risk is shared among many investors and each of them does not risk that much.

This is exactly how I raised, some time ago, angels financing for ATMOS Corp. I brought in about 20 private investors, with each contributing between $10K and $25K. The beauty of this approach is that nobody is going to loose sleep and the entrepreneur gets his objective accomplished. In fact, this is the same principle in action that powers the IPOs and syndicated VC rounds albeit in a smaller scale. It works, therefore, use it.”

The key to increase seed financing in this country is to implement some practical systemic initiatives. People respond to incentives. If we want to encourage seed funding to enable entrepreneurship and startups we need to create incentives which reward financial risk taking. The OSC proposal is a good step forward to create a viable framework enhancing options for seed investing. The Canadian Advanced Technology Alliance (CATA) led by John Reid should be congratulated for spearheading the industry lobbying effort. Not to rest on laurels, the Angel Investment Incentives initiative should be advocated, advanced and implemented next. With these two in place we would have a really strong system platform to support the entrepreneurial startup culture in Ontario.
Nevertheless, some folks are concerned about a potential for fraud and taking advantage of un-sophisticated investors. Would you agree that the advantages outweigh the risks? What do you think?

PS
The Notice and Request for Comment is available for public consultation on the OSC website www.osc.gov.on.ca and the comment period runs until June 18, 2014.

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Forming the Founders Team – Agony and Ecstasy

partnerships_main_imageYears ago my very first startup had a Founders Team consisting of myself and three other colleagues who were fellow engineers with entrepreneurial ambitions. It failed miserably after 6 months of operation. One of the key reasons was that the founders were all very much alike: technical, with little business experience and big on personal ambitions. Several more startups later, here are a few key lessons learnt from forming founders teams:

  • Build your founders team on the basis of complementary skills resisting that certain comfort of having partners who are very much alike; above all make sure that everyone understands and is happy with his/her role –no stepping on each other toes or in-fighting.
  • Go slow with the selection of co-founders; realize you may need certain expertise, reserve the slot on the team, but don’t jump at the first candidate because you are in a hurry.
  • Seek a commonality of values and supporting personality traits rather than pure mastery of skills; you will likely be going through many conflict-ridden situations and spending, on occasion, more time together than in your marriage – make sure you get along!
  • Trustworthy, loyal, helpful, kind” – if you can get all of this and have fun together in spite of all the tribulations, you have found gold – hang on to it!

NOTE from Paul: The guest post below well illustrative of my points is written by Bob Hebert.

I have been in business partnerships, on and off, for over 30 years. I was thinking about this sobering fact and the challenges of partnerships as I read Paul Allen’s biography, Idea Man, in which he accuses former partners Bill Gates and Steve Ballmer of conspiring to dilute his equity in the embryotic Microsoft. His lament is not dissimilar to the issue at the core of the movie The Social Network where Mark Zuckerberg is charged with reducing his partner’s equity in the company Facebook without involving him in the decision.

Workplace partnerships are forged in times of unbridled optimism and stress tested every single day thereafter. These tests are born of success, failure, personalities, egos, jealousies, greed, market forces, competition and time. And in each instance perceptions of fairness are the scales on which the partnership relationship is weighed.  Does the equitability on which the partnership was founded endure, or do creeping imbalances, real or perceived, corrode the relationship?

Designer Coco Chanel was quite content to give 70% of her tiny fragrance business to her more experienced partner, cosmetics mogul Pierre Wertheimer. However as the Chanel fragrance became an iconic global brand, bitterness over the ‘unfairness’ of their respective equity positions destroyed the partnership and led to years of courtroom acrimony. Similarly, the value which Mark Zuckerberg’s assigned to his administrative and financial partner waned as the business grew and altogether more valuable counsel clamored for his affection. In the annals of successful businessmen, the list of those with at least one partnership they outgrew or which betrayed them is long and illustrious.

Intuitively, one would think that partnerships work best in Gilbert and Sullivan-like scenarios (though theirs broke up) where one partner’s lyrics marry magically with the other’s melodies. The early partnership of Joe Shuster and Jerry Siegel is another form of this where one wove the tales of the Man of Steel while the other’s drawings brought the comic-book character to life. As one person wrote “In such instances we have two masters who are playing a concerto. Neither is subordinate to the other; each gives what is original, but the two, while neither predominates, are in perfect correspondence”.

Such partnerships are common in business where one partner may be the technical or market visionary while the other focuses on execution (at Intel for example, it was said that “Andy Grove was the visionary but Craig Barrett made it happen”). Each partner is master of their domain with limited overlap of sphere and expertise and together the halves become a successful whole. Even these partnerships can be tricky however as the outward facing partner often receives the fame and glory (Think Giorgio Armani and Sergio Galeotti for example. That’s right, Sergio who?) and thus the personality and ego of the less visible partner must be able to cope with the disproportionate sunlight that falls on the other.

Of course for every intuitive rule of fit, exceptions mock the notion of any rule. There are countless examples of successful partnerships that shouldn’t work and others that should have but didn’t. In the end, partnerships resist facile or prescriptive characterizations and even the best ones take tremendous work. Perhaps my barber said it best last week when commenting on the retirement of his business partner with whom he worked side by side, six days per week for 28 years in the same small strip mall. A man of few words, he described their longevity and success as a ‘miracle’.

About the Author

Robert Hebert is the founder and Managing Partner of StoneWood Group Inc., a leading executive search firm in Canada. Since 1981, he has helped firms across a wide range of sectors address their senior recruiting, assessment and leadership development requirements. His post appeared originally on his site.

To Hang In or to Let Go? When to KILL your Startup

Horse dead

“When the horse is dead – dismount” is succinct practical advice sometimes attributed to the famous cavalry general Lord Mountbatten. No matter what its origin, the essence of it is clear: stop agonizing and procrastinating when something ends; the only thing left to do is to get off the horse and move on with your life.

The fact is, not every startup works out; in reality most of them fail. It is a fact of life supported by a mountain of stats data. And yet, it is extremely hard for most people to disentangle themselves from what usually was a significant personal emotional investment. The biggest hurdle to overcome here is what’s known as sunk cost fallacy. It usually goes like this: “We have invested so much (money – if you are financial investor, or life – if you are a founder), we worked so hard, we achieved so much, etc, etc that we cannot possibly let go.”

“If we could only get more funding or bring in better talent, we would succeed!” NO, you would NOT if you missed the market opportunity (assuming there ever was one), the customers are not buying, your team is burnt out and your investors look ready to kill you. Under these circumstances no amount of whip cracking will help; just get off the dead horse and move on to pursue better prospects in your life.

I have been recently involved with a startup whose story perfectly illustrates my points. The founders developed a business plan addressing an emerging market problem which, although initially nascent, appeared to be destined to become a major issue (and therefore a market opportunity) in about a year or so. Theirs was a chance to pioneer a new industry and get all the glory of it.

They managed to raise some modest angel funding that allowed them to toil for about a year initially, investing their sweat equity and some cash of their own to develop a product prototype. At this point they attracted a $2M seed investment from a Toronto-based VC fund.

The experienced founders executed well, built a strong development team and launched the first product before the year was over. Good product reviews arrived and a couple of early-adopter customer purchases materialized. The CEO was walking tall, receiving inquiries from top tier VCs such as Kleiner Perkins, Sequoia, NEA, etc. A substantial funding round appeared to be a sure thing. However, during the second year of operation sales were slow as the market was taking its time to develop. Consequently, venture capitalists were in no hurry to jump in and adopted a wait-and-see attitude.

With the high burn and dwindling funding prospects, the seed investors started to worry. I remember going to Board meetings and hearing remarks like: “We may have to do a reset”, “The only thing a VC can do is replace the CEO”, and such. Sure enough, the founder-CEO was asked to find her replacement and the expensive $60K headhunter-led search started.

When a company is still in the startup mode, searching for a winning business model, as opposed to being in the execution mode, replacing the CEO is rarely a good idea – unless, of course, the existing CEO is clearly incompetent. There is a major difference between a non-linear skillset of a founding CEO with his vision, passion, and commitment, and a hired-CEO with his usually linear execution skills. Such a change is a major and costly disruption in the life of a young startup. If nothing else, it takes about a full one-year business cycle for the new CEO to fully understand the realities of his business. In addition, with the departure of its CEO the company loses an enormous amount of the painfully accumulated company specific business experience.

With the new face put on the company, the VCs provided additional cash support by twisting some arms in financial circles to close a new investment round of $3.5M. With these resources in hand, the team embarked on the second-life journey. However, in spite of the new face, talents, cash and the energy, the market readiness has not changed. Fast-forward through a few heroic-effort but modest sales, high burn, etc and 3 years later the company is again running out of money.

At this point, everyone is exhausted and out of ideas for what to do next. The horse is dead but it is so hard to admit it! The sunk cost fallacy is raising its ugly head: we invested so much, right? It is so hard to admit a mistake and let go. Thus, the company is put in a dormant state: most employees laid off, the hired CEO stays part-time while pursuing other income opportunities, the original investors write it off mentally but still keep it on the books, the most recently sucked-in investor has no clue what to do so lets the ship drift, barely keeping the lights on for appearances just in case…

But wait, that’s still not the end of this story. After a year of this malaise, the original founder-CEO gets approached to see if he could step back in and see what could be done with the company. Another restructuring follows with $0.5M new funding to see what could be done. More heroic sales efforts come with some modest results but the market still isn’t there. Finally, all the key members of the crew quit to pursue better prospects in their lives but the controlling investor hires yet another expensive sweet talking miracle-maker who promises resurrection and the recovery of that sunken cost…

Technology startups are not mature proven-viability companies that could be “management engineered” and played with. They are essentially experiments in market or technology. Their founding premises and hypotheses need to be quickly tested and verified before large amounts of money are deployed. If the business model fails repeatedly, abandon ship no matter what the sunken cost is.

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