Category Archives: Motivation
|I think the most difficult thing had been scaling the infrastructure. Trying to support the response we had received from our users and the number of people that were interested in using the software.
– Shawn Fanning
Froude’s number? It is defined as the square of the ship’s velocity divided by its length and multiplied by the acceleration caused by gravity. So why are we introducing ships in this chapter? As I have done before, I am liberally standing on the shoulder of the giant, Geoffrey West, and borrowing from his account on the importance of the Froude’s number and the practical implications. Since ships are subject to turbulence, using a small model that works in a simulated turbulent environment might not work when we manufacture a large ship that is facing the ebbs and troughs of a finicky ocean. The workings and impact of turbulence is very complex, and at scale it becomes even more complex. Froude’s key contribution was to figure out a mathematical pathway of how to efficiently and effectively scale from a small model to a practical object. He did that by using a ratio as the common denominator. Mr. West provides an example that hits home: How fast does a 10-foot-long ship have to move to mimic the motion of a 700-foot-long ship moving at 20 knots. If they are to have the same Froude number (that is, the same value of the square of their velocity divided by their length), then the velocity has to scale as the square root of their lengths. The ratio of the square root of their lengths is the the square of 700 feet of the ship/10 feet of the model ship which turns out to be the square of 70. For the 10-foot model to mimic the motion of a large ship, it must move at the speed of 20 knots/ square of 70 or 2.5 knots. The Froude number is still widely used across many fields today to bridge small scale and large-scale thinking. Although this number applies to physical systems, the notion that adaptive systems can be similarly bridged through appropriate mathematical equations. Unfortunately, because of the increased number of variables impacting adaptive systems and all of these variables working and learning from one another, the task of establishing a Froude number becomes diminishingly small.
The other concept that has gained wide attention is the science of allometry. Allometry essentially states that as size increases, then the form of the object would change. Allometric scaling governs all complex physical and adaptive systems. So the question is whether there are some universal laws or mathematics that can be used to enable us to better understand or predict scale impacts. Let us extend this thinking a bit further. If sizes influence form and form constitute all sub-physical elements, then it would stand to reason that a universal law or a set of equations can provide deep explanatory powers on scale and systems. One needs to bear in mind that even what one might consider a universal law might be true within finite observations and boundaries. In other words, if there are observations that fall outside of those boundaries, one is forced into resetting our belief in the universal law or to frame a new paradigm to cover these exigencies. I mention this because as we seek to understand business and global grand challenges considering the existence of complexity, scale, chaos and seeming disorder – we might also want to embrace multiple laws or formulations working at different hierarchies and different data sets to arrive at satisficing solutions to the problems that we want to wrestle with.
Physics and mathematics allow a qualitatively high degree of predictability. One can craft models across different scales to make a sensible approach on how to design for scale. If you were to design a prototype using a 3D printer and decide to scale that prototype a 100X, there are mathematical scalar components that are factored into the mechanics to allow for some sort of equivalence which would ultimately lead to the final product fulfilling its functional purpose in a complex physical system. But how does one manage scale in light of those complex adaptive systems that emerge due to human interactions, evolution of organization, uncertainty of the future, and dynamic rules that could rapidly impact the direction of a company?
Is scale a single measure? Or is it a continuum? In our activities, we intentionally or unintentionally invoke scale concepts. What is the most efficient scale to measure an outcome, so we can make good policy decisions, how do we apply our learning from one scale to a system that operates on another scale and how do we assess how sets of phenomena operate at different scales, spatially and temporally, and how they impact one another? Now the most interesting question: Is scale polymorphous? Does the word scale have different meanings in different contexts? When we talk about microbiology, we are operating at micro-scales. When we talk at a very macro level, our scales are huge. In business, we regard scale with respect to how efficiently we grow. In one way, it is a measure but for the following discussion, we will interpret scale as non-linear growth expending fewer and fewer resources to support that growth as a ratio.
As we had discussed previously, complex adaptive systems self-organize over time. They arrive at some steady state outcome without active intervention. In fact, the active intervention might lead to unintended consequences that might even spell doom for the system that is being influenced. So as an organization scales, it is important to keep this notion of rapid self-organization in mind which will inform us to make or not make certain decisions from a central or top-down perspective. In other words, part of managing scale successfully is to not manage it at a coarse-grained level.
The second element of successfully managing scale is to understand the constraints that prevent scale. There is an entire chapter dedicated to the theory of constraints which sheds light on why this is a fundamental process management technique that increases the pace of the system. But for our purposes in this section, we will summarize as follows: every system as it grows have constraints. It is important to understand the constraints because these constraints slow the system: the bottlenecks have to be removed. And once one constraint is removed, then one comes across another constraint. The system is a chain of events and it is imperative that all of these events are identified. The weakest links harangue the systems and these weakest links have to be either cleared or resourced to enable the system to scale. It is a continuous process of observation and tweaking the results with the established knowledge that the demons of uncertainty and variability can reset the entire process and one might have to start again. Despite that fact, constraint management is an effective method to negotiate and manage scale.
The third element is devising the appropriate organization architecture. As one projects into the future, management might be inclined toward developing and investing in the architecture early to accommodate the scale. Overinvestment in the architecture might not be efficient. As mentioned, cities and social systems that grow 100% require 85% investment in infrastructure: in other words, systems grow on a sublinear scale from an infrastructure perspective. How does management of scale arrive at the 85%? It is nigh impossible, but it is important to reserve that concept since it informs management to architect the infrastructure cautiously. Large investments upfront could be a waste or could slow the system down: alternative, investments that are postponed a little too late can also impact the system adversely.
The fourth element of managing scale is to focus your lens of opportunity. In macroecology, we can arrive at certain conclusions when we regard the system from a distance versus very closely. We can subsume our understanding into one big bucket called climate change and then we figure out different ways to manage the complexity that causes the climate change by invoking certain policies and incentives at a macro level. However, if we go closer, we might decide to target a very specific contributor to climate change – namely, fossil fuels. The theory follows that to manage the dynamic complexity and scale of climate impact – it would be best to address a major factor which, in this case, would be fossil fuels. The equivalence of this in a natural business setting would be to establish and focus the strategy for scale in a niche vertical or a relatively narrower set of opportunities. Even though we are working in the web of complex adaptive systems, we might devise strategies to directionally manage the business within the framework of complex physical systems where we have an understanding of the slight variations of initial state and the realization that the final outcome might be broad but yet bounded for intentional management.
The final element is the management of initial states. Complex physical systems are governed by variation in initial states. Perturbation of these initial states can lead to a wide divergence of outcomes, albeit bounded within a certain frame of reference. It is difficult perhaps to gauge all the interactions that might occur from a starting point to the outcome, although we agree that a few adjustments like decentralization of decision making, constraint management, optimal organization structure and narrowing the playing field would be helpful.
Wall Street is the only place that people ride to in a Rolls Royce to get advice from those who take the subway. – Warren Buffett
So the big day is here. You have evangelized your product across various circles and the good news is that a VC has stepped forward to invest in your company. So the hard work is all done! You can rest on your laurels, sign the term sheet that the VC has pushed across the table, and execute the sheet, trigger the stock purchase, voter and investor rights agreements, get the wire and you are up and running! Wait … sounds too good to be true, doesn’t it? And yes you are right! If only things were that easy. The devil is in the details. So let us go over some of the details that you need to watch out for.
1. First, term sheet does not trigger the wire. Signing a term sheet does not mean that the VC will invest in your company. The road is still long and treacherous. All the term sheet does is that it requires you to keep silent on the negotiations, and may even prevent you to shop the deal to anyone else. The key investment terms are laid out in the sheet and would be used in much greater detail when the stock purchase agreement, the investor rights agreement, the voting agreement and other documents are crafted.
2. Make sure that you have an attorney representing you. And more importantly, an attorney that has experience in the field and has reviewed a lot of such documents. As noted, the devil is in the details. A little “and” or “or” can put you back significantly. But it is just as important for you to know some of the key elements that govern an investment agreement. You can quiz your attorney on these because some of these are important enough to impact your operating degree of freedom in the company.The starting point of a term sheet is valuation of the company. You will hear the concept of pre-money valuation vs. post-money valuation. It is quite simple. The Pre-Money Valuation + Investment = Post-Money Valuation. In other words, Pre-money valuation refers to the value of a company not including external funding or the latest round of funding. Post-Money thus includes the pre-money plus the incremental injection of capital. Let us look at an example:
Let’s explain the difference by using an example. Suppose that an investor is looking to invest in a start up. Both parties agree that the company is worth $1 million and the investor will put in $250,000.
The ownership percentages will depend on whether this is a $1 million pre-money or post-money valuation. If the $1 million valuation is pre-money, the company is valued at $1 million before the investment and after investment will be valued at $1.25 million. If the $1 million valuation takes into consideration the $250,000 investment, it is referred to as post-money. Thus in a pre-money valuation, the Investor owns 20%. Why? The total valuation is $1.25M which is $1M pre-money + $250K capital. So the math translates to $250K/$1,250K = 20%. If the investor says that they will value company $1M post-money, what they are saying is that they are actually giving you a pre-money valuation of $750K. In other words, they will own 25% of the company rather than 20%. Your ownership rights go down by 5% which, for all intents and purposes, is significant.
3. When a round of financing is done, security is exchanged in lieu of cash received. You already have common stock but these are not the securities being exchanged. The company would issue preferred stock. Preferred stock comes with certain rights, preferences, privileges and covenants. Compared to common stock, it is a superior security. There are a number of important rights and privileges that investors secure via a preferred stock purchase, including a right to a board seat, information rights, a right to participate in future rounds to protect their ownership percentage (called a pro-rata right), a right to purchase any common stock that might come onto the market (called a right of first refusal), a right to participate alongside any common stock that might get sold (called a co-sale right), and an adjustment in the purchase price to reflect sales of stock at lower prices (called an anti-dilution right). Let us examine this in greater detail now. There are two types of preferred. The regular vanilla Convertible Preferred and the Participating Preferred. As the latter name suggests, the Participating Preferred allows the VC to receive back their invested capital and the cumulative dividends, if any before common stockholders (that is you), but also enables them to participate on an as-converted basis in the returns to you, the common stockholder. Here is the math:Let us say company raises $3M at a $3M pre-money valuation. As mentioned before in point (3), the stake is 50%-50% owner-investor.
Let us say company sells for $25M. Now the investor has participating preferred or convertible preferred. How does the difference impact you, the stockholder or the founder. Here goes!
i. Participating Preferred. Investor gets their $3M back. There is still $22M left in the coffers. Investor splits 50-50 based on their participating preferred. You and Investor both take home $11M from the residual pool. Investor has $14M, and you have $11M. Congrats!
ii. Convertible Preferred. Investor gets 50% or $12.5M and you get the same – $12.5M. In other words, convertible preferred just got you a few more drinks at the bar. Hearty Congratulations!
Bear in mind that if the Exit Value is lower, the difference becomes more meaningful. Let us say exit was $10M. The Preferred participant gets $3M + $3.5M = $6.5M while you end up with $3.5M.
4. One of the key provisions is Liquidation Preferences. It can be a ticking time bomb. Careful! Some investors may sometimes ask for a multiple of their investment as a preference. This provision provides downside protection to investors. In the event of liquidation, the company has to pay back the capital injected for preferred. This would mean a 1X liquidation preference. However, you can have a 2X liquidation preference which means the investor will get back twice as much as what they injected. Most liquidation preferences range from 1X to 2X, although you can have higher liquidation preference multiples as well. However, bear in mind that this becomes important only when the company is forced to liquidate and sell of their assets. If all is gung-ho, this is a silent clause and no sweat off your brow.
5. Redemption rights. The right of redemption is the right to demand under certain conditions that the company buys back its own shares from its investors at a fixed price. This right may be included to require a company to buy back its shares if there has not been an exit within a pre-determined period. Failure to redeem shares when requested might result in the investors gaining improved rights, such as enhanced voting rights.
6. The terms could demand that a certain option pool or a pot of stock is kept aside for existing and future employees, or other service providers. It could be a range anywhere between 10-20% of the total stock. When you reserve this pool, you are cutting into your ownership stake. In those instances when you have series of financings and each financing requires you to set aside a small pool, it dilutes you and your previous investors. In general, the way these pools are structured is to give you some headroom up to at least 24 months to accommodate employee growth and providing them incentives. The pool only becomes smaller with the passage of time.
7. Another term is the Anti-Dilution Provision. In its simplest form, anti-dilution rights are a zero- sum game. No one has an advantage over the other. However, this becomes important only when there is a down round. A down round basically means that the company is valued lower in subsequent financing than previously. A company valued at $25M in Series A and $15M in Series B – the Series B would be considered a down round. Two Types of Anti-Dilution:
Full ratchet Anti-Dilution: If the new stock is priced lower than prior stock, the early investor has a clause to convert their shares to the new price. For example, if prior investor paid $1.00 and then it was reset in a later round to $0.50, then the prior investors will have 2X rights to common stock. In other words, you are hit with major dilution as are the later investors. This clause is a big hurdle for new investors.
Weighted Average Anti-Dilution. Old investor’s share is adjusted in proportion to the dilution impact of a down round
8. Pay to Play. These are clauses that work in your, the Company, favor. Basically, investors have to invest some money in later financings, and if they do not – their rights may be reduced. However, having these clauses may put your mind at ease, but may create problems in terms of syndicating or getting investments. Some investors are reluctant to put their money in when there are pay to play clauses in the agreement.
9. Right of First Refusal. A company has no obligation to sell stock in future financing rounds to existing investors. Some investors would like to participate and may seek pro-rata participating to keep their ownership stake the same post-financing. Some investors may even want super pro-rata rights which means that they be allowed to participate to such an extent that their new ownership in the company is greater than their previous ownership stake.
10. Board of Directors. A large board creates complexity. Preferable to have a small but strategic board. New investors will require some representation. If too many investors request representation, the Company may have smaller internal representatives and may be outvoted on certain issues. Be aware of the dynamics of a mushrooming board!
11.Voting Rights. Investors may request certain veto authority or have rights to vote in favor of or against a corporate initiative. Company founders may want super-voting rights to exercise greater control. These matters are delicate and going one way or the other may cause personal issues among the participants. However, these matters can be easily resolved by essentially having carve-outs that spell out rights and encumbrances.
12.Drag Along Provision. Might create an obligation on all shareholders of the company to sell their shares to a potential purchaser if a certain percentage of the shareholders (or of a specific class of shareholders) votes to sell to that purchaser. Often in early rounds drag along rights can only be enforced with the consent of those holding at least a majority of the shares held by investors. These rights can be useful in the context of a sale where potential purchasers will want to acquire 100% of the shares of the company in order to avoid having responsibilities to minority shareholders after the acquisition. Many jurisdictions provide for such a process, usually when a third party has acquired at least 90% of the shares.
13.Representations and Warranties. Venture capital investors expect appropriate representations and warranties to be provided by key founders, management and the company. The primary purpose of the representations and warranties is to provide the investors with a complete and accurate understanding of the current condition of the company and its past history so that the investors can evaluate the risks of investing in the company prior to subscribing for their shares. The representations and warranties will typically cover areas such as the legal existence of the company (including all share capital details), the company’s financial statements, the business plan, asset ownership (in particular intellectual property rights), liabilities (contingent or otherwise), material contracts, employees and litigation. It is very rare that a company is in a perfect state. The warrantors have the opportunity to set out issues which ought to be brought to the attention of the new investors through a disclosure letter or schedule of exceptions. This is usually provided by the warrantors and discloses detailed information concerning any exceptions to or carve-outs from the representations and warranties. If a matter is referred to in the disclosure letter the investors are deemed to have notice of it and will not be able to claim for breach of warranty in respect of that matter. Investors expect those providing representations and warranties about the company to reimburse the investors for the diminution in share value attributable to the representations and warranties being inaccurate or if there are exceptions to them that have not been fully disclosed. There are usually limits to the exposure of the warrantors (i.e. a dollar cap on the amount that can be recovered from individual warrantors). These are matters for negotiation when documentation is being finalized. The limits may vary according to the severity of the breach, the size of the investment and the financial resources of the warrantors. The limits which typically apply to founders are lower than for the company itself (where the company limit will typically be the sum invested or that sum plus a minimum return).
14. Information Rights. In order for venture capital investors to monitor the condition of their investment, it is essential that the company provides them with certain regular updates concerning its financial condition and budgets, as well as a general right to visit the company and examine its books and records. This sometimes includes direct access to the company’s auditors and bankers. These contractually defined obligations typically include timely transmittal of annual financial statements (including audit requirements, if applicable), annual budgets, and audited monthly and quarterly financial statements.
15. Exit. Venture capital investors want to see a path from their investment in the company leading to an exit, most often in the form of a disposal of their shares following an IPO or by participating in a sale. Sometimes the threshold for a liquidity event or will be a qualified exit. If used, it will mean that a liquidity event will only occur, and conversion of preferred shares will only be compulsory, if an IPO falls within the definition of a qualified exit. A qualified exit is usually defined as a sale or IPO on a recognized investment exchange which, in either case, is of a certain value to ensure the investors get a minimum return on their investment. Consequently, investors usually require undertakings from the company and other shareholders that they will endeavor to achieve an appropriate share listing or trade sale within a limited period of time (typically anywhere between 3 and 7 years depending on the stage of investment and the maturity of the company). If such an exit is not achieved, investors often build in structures which will allow them to withdraw some or the entire amount of their investment.
16. Non-Compete, Confidentiality Agreements. It is good practice for any company to have certain types of agreements in place with its employees. For technology start-ups, these generally include Confidentiality Agreements (to protect against loss of company trade secrets, know-how, customer lists, and other potentially sensitive information), Intellectual Property Assignment Agreements (to ensure that intellectual property developed by academic institutions or by employees before they were employed by the company will belong to the company) and Employment Contracts or Consultancy Agreements (which will include provisions to ensure that all intellectual property developed by a company’s employees belongs to the company). Where the company is a spin-out from an academic institution, the founders will frequently be consultants of the company and continue to be employees of the academic institution, at least until the company is more established. Investors also seek to have key founders and managers enter into Non-compete Agreements with the company. In most cases, the investment in the company is based largely on the value of the technology and management experience of the management team and founders. If they were to leave the company to create or work for a competitor, this could significantly affect the company’s value. Investors normally require that these agreements be included in the Investment Agreement as well as in the Employment/Consultancy Agreements with the founders and senior managers, to enable them to have a right of direct action against the founders’ and managers if the restrictions are breached.
“The reality distortion field was a confounding mélange of a charismatic rhetorical style, an indomitable will, and an eagerness to bend any fact to fit the purpose at hand. If one line of argument failed to persuade, he would deftly switch to another. Sometimes, he would throw you off balance by suddenly adopting your position as his own, without acknowledging that he ever thought differently. “
– Andy Hertzfield on Steve Jobs’ Reality Distortion Field.
Many of us have heard the word – Reality Distortion Field. The term has been attributed to Steve Jobs who was widely known to have communicated messages to his constituency in a manner such that the reality of the situation was supplanted by him packaging the message so that people would take the bait and pursue paths that would, upon closer investigation, be dissonant from reality. But having been an avid acolyte of Jobs, I would imagine that he himself would be disturbed and unsettled by the label. Since when did the promise of a radiant future constitute a Reality Distortion Field? Since when did the ability of a person to embrace what seemingly is impossible and far-fetched and instill confidence in the troops to achieve it constitute a Reality Distortion Field? Since when did the ability of leadership to share in the wonders of unique and disruptive creations constitute a Reality Distortion Field? Since when did dreams of a better future underpinned with executable actions to achieve it constitute a Reality Distortion Field?
The Reality Distortion Field usage reflects the dissonance between what is and what needs to be. It is a slapstick term which suggests that you are envisioning tectonic dissonance rifts between reality and possibilities and that you are leading the awestruck starry-eyed followers off a potential cliff. Some people have renamed RDF as hype of Bulls*#t. They believe that RDF is extremely bad for organizations because it pushes the people outside the comfort zone of physical and logical constraints and is a recipe for disaster. The argument continues that organizations that are grounded upon the construct of reality and to communicate the same are essential to advance the organization. I beg to differ.
So let me address this on two fronts: RDF label and if we truly accept what RDF means … then my position is that it is the single most important attribute that a strong leader ought to embrace in the organization.
The RDF label:
We all know this to be true: A rose by any other name is still a rose. We just happen to call this rose in this context a RDF. It is presumed to be the ability of a person to cast possibilities in a different light … so much so that the impossibilities are reduced to elements just within the grasp of reality. Now I ask you – What is wrong with that? For a leader to be able to cast their vision within the inimitable grasp of an organization is a huge proxy for the faith of the leader of the people in the organization. If a project realistically would take 3 months but a RDF is cast to get a project done in 15 days – that is a tall order – but think of the consequences if people are “seduced” into the RDF and hence acts upon it. It immediately unfolds new pathways of collaboration, unforeseen discoveries into super-efficient and effective methods, it creates trench camaraderie, it distills focus into singularity points to be executed against, it instills and ignites a passion and an engagement around the new stakes in the ground, people become keepers of one another for a consequential and significant conquest, it brings out the creative energies and the limitless possibilities, once the goal is accomplished, of disruptive innovation in means and ends. Of course, one could also counter-argue a plethora of incidental issues in such cases: employees would burn out under the burden of unrealistic goals, employees are set more for failing than succeeding, it would create a disorderly orientation upon groups working together to meet RDF standards, and if one were to fall short …it would be a last straw that may break the camel’s back. So essentially this speaks to the ordinal magnitude of the RDF schema that is being pushed out by leadership.
RDF and the beneficial impact to an organization:
It is the sine qua non of great leadership to be able to push organizations beyond the boundaries of plain convenience. I have, in my career, been fortunate to have been challenged and on many occasions, forced out of my comfort zone. But in having done so successfully on many occasions, it has also given me the confidence to scale mountains. And that confidence is a perquisite that the organization leadership has to provide on a daily basis. After all, one of the biggest assets that an employee in an organization ought to have is pride and sense of accomplishment to their work. RDF unfolds that possibility.
We hear of disruptive innovations. These are defined as innovations that leapfrog the bounds of technology inertia. How does a company enable that? It is certainly not incremental thinking. It is a vision that marginally lies outside our aggregated horizon of sight. The age today which is a result of path breaking ideas and execution have been a result of those visionaries that have aimed beyond the horizons, instilled faith amongst the line men to align and execute, and made the impossible possible. We ought to thank our stars for having leaders that emit an RDF and lead us off our tenebrous existence in our diurnal professional lives.
There is absolutely no doubt that such leadership would create resistance and fierce antipathy among some. But despite some of the ill effects, the vector that drives great innovations lies in the capacity of the organization to embrace degrees of RDF to hasten and make the organizations competitive, distinctive and powerful.