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							- November 2005In the next few years, venture capital funds will find themselves
 
- squeezed from four directions.  They're already stuck with a seller's
 
- market, because of the huge amounts they raised at the end of the
 
- Bubble and still haven't invested.  This by itself is not the end
 
- of the world.  In fact, it's just a more extreme version of the
 
- norm
 
- in the VC business: too much money chasing too few deals.Unfortunately, those few deals now want less and less money, because
 
- it's getting so cheap to start a startup.  The four causes: open
 
- source, which makes software free; Moore's law, which makes hardware
 
- geometrically closer to free; the Web, which makes promotion free
 
- if you're good; and better languages, which make development a lot
 
- cheaper.When we started our startup in 1995, the first three were our biggest
 
- expenses.  We had to pay $5000 for the Netscape Commerce Server,
 
- the only software that then supported secure http connections.  We
 
- paid $3000 for a server with a 90 MHz processor and 32 meg of
 
- memory.  And we paid a PR firm about $30,000 to promote our launch.Now you could get all three for nothing.  You can get the software
 
- for free; people throw away computers more powerful than our first
 
- server; and if you make something good you can generate ten times
 
- as much traffic by word of mouth online than our first PR firm got
 
- through the print media.And of course another big change for the average startup is that
 
- programming languages have improved-- or rather, the median language has.  At most startups ten years
 
- ago, software development meant ten programmers writing code in
 
- C++.  Now the same work might be done by one or two using Python
 
- or Ruby.During the Bubble, a lot of people predicted that startups would
 
- outsource their development to India.  I think a better model for
 
- the future is David Heinemeier Hansson, who outsourced his development
 
- to a more powerful language instead.  A lot of well-known applications
 
- are now, like BaseCamp, written by just one programmer.  And one
 
- guy is more than 10x cheaper than ten, because (a) he won't waste
 
- any time in meetings, and (b) since he's probably a founder, he can
 
- pay himself nothing.Because starting a startup is so cheap, venture capitalists now
 
- often want to give startups more money than the startups want to
 
- take.  VCs like to invest several million at a time.  But as one
 
- VC told me after a startup he funded would only take about half a
 
- million, "I don't know what we're going to do.  Maybe we'll just
 
- have to give some of it back." Meaning give some of the fund back
 
- to the institutional investors who supplied it, because it wasn't
 
- going to be possible to invest it all.Into this already bad situation comes the third problem: Sarbanes-Oxley.
 
- Sarbanes-Oxley is a law, passed after the Bubble, that drastically
 
- increases the regulatory burden on public companies. And in addition
 
- to the cost of compliance, which is at least two million dollars a
 
- year, the law introduces frightening legal exposure for corporate
 
- officers.  An experienced CFO I know said flatly: "I would not
 
- want to be CFO of a public company now."You might think that responsible corporate governance is an area
 
- where you can't go too far.  But you can go too far in any law, and
 
- this remark convinced me that Sarbanes-Oxley must have.  This CFO
 
- is both the smartest and the most upstanding money guy I know.  If
 
- Sarbanes-Oxley deters people like him from being CFOs of public  
 
- companies, that's proof enough that it's broken.Largely because of Sarbanes-Oxley, few startups go public now.  For
 
- all practical purposes, succeeding now equals getting bought.  Which
 
- means VCs are now in the business of finding promising little 2-3
 
- man startups and pumping them up into companies that cost $100
 
- million to acquire.   They didn't mean to be in this business; it's
 
- just what their business has evolved into.Hence the fourth problem: the acquirers have begun to realize they
 
- can buy wholesale.  Why should they wait for VCs to make the startups
 
- they want more expensive?  Most of what the VCs add, acquirers don't
 
- want anyway.  The acquirers already have brand recognition and HR
 
- departments.  What they really want is the software and the developers,
 
- and that's what the startup is in the early phase: concentrated
 
- software and developers.Google, typically, seems to have been the first to figure this out.
 
- "Bring us your startups early," said Google's speaker at the Startup School.  They're quite
 
- explicit about it: they like to acquire startups at just the point
 
- where they would do a Series A round.  (The Series A round is the
 
- first round of real VC funding; it usually happens in the first
 
- year.) It is a brilliant strategy, and one that other big technology
 
- companies will no doubt try to duplicate.  Unless they want to have 
 
- still more of their lunch eaten by Google.Of course, Google has an advantage in buying startups: a lot of the
 
- people there are rich, or expect to be when their options vest.
 
- Ordinary employees find it very hard to recommend an acquisition;
 
- it's just too annoying to see a bunch of twenty year olds get rich
 
- when you're still working for salary.  Even if it's the right thing   
 
- for your company to do.The Solution(s)Bad as things look now, there is a way for VCs to save themselves.
 
- They need to do two things, one of which won't surprise them, and  
 
- another that will seem an anathema.Let's start with the obvious one: lobby to get Sarbanes-Oxley  
 
- loosened.  This law was created to prevent future Enrons, not to
 
- destroy the IPO market.  Since the IPO market was practically dead
 
- when it passed, few saw what bad effects it would have.  But now 
 
- that technology has recovered from the last bust, we can see clearly
 
- what a bottleneck Sarbanes-Oxley has become.Startups are fragile plants—seedlings, in fact.  These seedlings
 
- are worth protecting, because they grow into the trees of the
 
- economy.  Much of the economy's growth is their growth.  I think
 
- most politicians realize that.  But they don't realize just how   
 
- fragile startups are, and how easily they can become collateral
 
- damage of laws meant to fix some other problem.Still more dangerously, when you destroy startups, they make very
 
- little noise.  If you step on the toes of the coal industry, you'll
 
- hear about it.  But if you inadvertantly squash the startup industry,
 
- all that happens is that the founders of the next Google stay in 
 
- grad school instead of starting a company.My second suggestion will seem shocking to VCs: let founders cash  
 
- out partially in the Series A round.  At the moment, when VCs invest
 
- in a startup, all the stock they get is newly issued and all the 
 
- money goes to the company.  They could buy some stock directly from
 
- the founders as well.Most VCs have an almost religious rule against doing this.  They
 
- don't want founders to get a penny till the company is sold or goes
 
- public.  VCs are obsessed with control, and they worry that they'll
 
- have less leverage over the founders if the founders have any money.This is a dumb plan.  In fact, letting the founders sell a little stock
 
- early would generally be better for the company, because it would
 
- cause the founders' attitudes toward risk to be aligned with the
 
- VCs'.  As things currently work, their attitudes toward risk tend
 
- to be diametrically opposed: the founders, who have nothing, would
 
- prefer a 100% chance of $1 million to a 20% chance of $10 million,
 
- while the VCs can afford to be "rational" and prefer the latter.Whatever they say, the reason founders are selling their companies
 
- early instead of doing Series A rounds is that they get paid up
 
- front.  That first million is just worth so much more than the
 
- subsequent ones.  If founders could sell a little stock early,
 
- they'd be happy to take VC money and bet the rest on a bigger
 
- outcome.So why not let the founders have that first million, or at least
 
- half million?  The VCs would get same number of shares for the   
 
- money.  So what if some of the money would go to the  
 
- founders instead of the company?Some VCs will say this is
 
- unthinkable—that they want all their money to be put to work
 
- growing the company.  But the fact is, the huge size of current VC
 
- investments is dictated by the structure
 
- of VC funds, not the needs of startups.  Often as not these large  
 
- investments go to work destroying the company rather than growing
 
- it.The angel investors who funded our startup let the founders sell
 
- some stock directly to them, and it was a good deal for everyone. 
 
- The angels made a huge return on that investment, so they're happy.
 
- And for us founders it blunted the terrifying all-or-nothingness
 
- of a startup, which in its raw form is more a distraction than a
 
- motivator.If VCs are frightened at the idea of letting founders partially
 
- cash out, let me tell them something still more frightening: you
 
- are now competing directly with Google.
 
- Thanks to Trevor Blackwell, Sarah Harlin, Jessica
 
- Livingston, and Robert Morris for reading drafts of this.
 
 
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