Paul Graham - Essays

I say this as a founder: the contribution of founders is always overestimated. The danger here is that new founders, looking at existing founders, will think that they're supermen that one couldn't possibly equal oneself. Actually they have a hundred different types of support people just offscreen making the whole show possible. [ 3]

I've been very surprised to discover how timid most VCs are. They seem to be afraid of looking bad to their partners, and perhaps also to the limited partners—the people whose money they invest.

You can measure this fear in how much less risk VCs are willing to take. You can tell they won't make investments for their fund that they might be willing to make themselves as angels. Though it's not quite accurate to say that VCs are less willing to take risks. They're less willing to do things that might look bad. That's not the same thing.

For example, most VCs would be very reluctant to invest in a startup founded by a pair of 18 year old hackers, no matter how brilliant, because if the startup failed their partners could turn on them and say "What, you invested $x million of our money in a pair of 18 year olds?" Whereas if a VC invested in a startup founded by three former banking executives in their 40s who planned to outsource their product development—which to my mind is actually a lot riskier than investing in a pair of really smart 18 year olds—he couldn't be faulted, if it failed, for making such an apparently prudent investment.

As a friend of mine said, "Most VCs can't do anything that would sound bad to the kind of doofuses who run pension funds." Angels can take greater risks because they don't have to answer to anyone.

Some founders are quite dejected when they get turned down by investors. They shouldn't take it so much to heart. To start with, investors are often wrong. It's hard to think of a successful startup that wasn't turned down by investors at some point. Lots of VCs rejected Google. So obviously the reaction of investors is not a very meaningful test.

Investors will often reject you for what seem to be superficial reasons. I read of one VC who turned downa startup simply because they'd given away so many little bits of stock that the deal required too many signatures to close. [ 4] The reason investors can get away with this is that they see so many deals. It doesn't matter if they underestimate you because of some surface imperfection, because the next best deal will be almost as good. Imagine picking out apples at a grocery store. You grab one with a little bruise. Maybe it's just a surface bruise, but why even bother checking when there are so many other unbruised apples to choose from?

Investors would be the first to admit they're often wrong. So when you get rejected by investors, don't think "we suck," but instead ask "do we suck?" Rejection is a question, not an answer.

I've been surprised to discover how emotional investors can be. You'd expect them to be cold and calculating, or at least businesslike, but often they're not. I'm not sure if it's their position of power that makes them this way, or the large sums of money involved, but investment negotiations can easily turn personal. If you offend investors, they'll leave in a huff.

A while ago an eminent VC firm offered a series A round to a startup we'd seed funded. Then they heard a rival VC firm was also interested. They were so afraid that they'd be rejected in favor of this other firm that they gave the startup what's known as an "exploding termsheet." They had, I think, 24 hours to say yes or no, or the deal was off. Exploding termsheets are a somewhat dubious device, but not uncommon. What surprised me was their reaction when I called to talk about it. I asked if they'd still be interested in the startup if the rival VC didn't end up making an offer, and they said no. What rational basis could they have had for saying that? If they thought the startup was worth investing in, what difference should it make what some other VC thought? Surely it was their duty to their limited partners simply to invest in the best opportunities they found; they should be delighted if the other VC said no, because it would mean they'd overlooked a good opportunity. But of course there was no rational basis for their decision. They just couldn't stand the idea of taking this rival firm's rejects.

In this case the exploding termsheet was not (or not only) a tactic to pressure the startup. It was more like the high school trick of breaking up with someone before they can break up with you. In an earlier essayI said that VCs were a lot like high school girls. A few VCs have joked about that characterization, but none have disputed it.

Most deals, for investment or acquisition, happen in two phases. There's an initial phase of negotiation about the big questions. If this succeeds you get a termsheet, so called because it outlines the key terms of a deal. A termsheet is not legally binding, but it is a definite step. It's supposed to mean that a deal is going to happen, once the lawyers work out all the details. In theory these details are minor ones; by definition all the important points are supposed to be covered in the termsheet.

Inexperience and wishful thinking combine to make founders feel that when they have a termsheet, they have a deal. They want there to be a deal; everyone acts like they have a deal; so there must be a deal. But there isn't and may not be for several months. A lot can change for a startup in several months. It's not uncommon for investors and acquirers to get buyer's remorse. So you have to keep pushing, keep selling, all the way to the close. Otherwise all the "minor" details left unspecified in the termsheet will be interpreted to your disadvantage. The other side may even break the deal; if they do that, they'll usually seize on some technicality or claim you misled them, rather than admitting they changed their minds.

It can be hard to keep the pressure on an investor or acquirer all the way to the closing, because the most effective pressure is competition from other investors or acquirers, and these tend to drop away when you get a termsheet. You should try to stay as close friends as you can with these rivals, but the most important thing is just to keep up the momentum in your startup. The investors or acquirers chose you because you seemed hot. Keep doing whatever made you seem hot. Keep releasing new features; keep getting new users; keep getting mentioned in the press and in blogs.

I've been surprised how willing investors are to split deals. You might think that if they found a good deal they'd want it all to themselves, but they seem positively eager to syndicate. This is understandable with angels; they invest on a smaller scale and don't like to have too much money tied up in any one deal. But VCs also share deals a lot. Why?

Partly I think this is an artifact of the rule I quoted earlier: after traffic, VCs care most what other VCs think. A deal that has multiple VCs interested in it is more likely to close, so of deals that close, more will have multiple investors.

There is one rational reason to want multiple VCs in a deal: Any investor who co-invests with you is one less investor who could fund a competitor. Apparently Kleiner and Sequoia didn't like splitting the Google deal, but it did at least have the advantage, from each one's point of view, that there probably wouldn't be a competitor funded by the other. Splitting deals thus has similar advantages to confusing paternity.