Janeway and Aggrawal et al are both discussing another trend that, over the last couple of decades, has also led impaired the effectiveness and the returns of startups. This is the way that founders have been able to retain control of their company even after an IPO by creating two classes of stock, one that they sell to the public and another, with vastly greater voting rights, that they retain. Successful examples include Google and Facebook, but there are many more recent contrary ones, including Theranos and WeWork.
Janeway starts by identifying four types of risk that startups encounter:
both the entrepreneur and the investor are confronted with four dimensions of risk, which have different degrees of uncertainty:Janeway starts, as both Funk and I did, by pointing out that there is "too much money" flooding the market for startups:
- Technology Risk: “When I plug it in, will it light up?”
- Market Risk: “Who will buy it if it does work?”
- Financing Risk: “Will the capital be there to fund the venture to positive cash flow?”
- Business (or Management) Risk: “Will the team manage the transition from startup to sustainable business, especially given the challenge of building an effective channel to the market?”
Today, we happen to be in a regime where there is an overwhelming supply of risk-seeking capital, most of which is coming from so-called “unconventional investors” (private equity firms, hedge funds, mutual funds, SoftBank, etc.). ... over the last five years, more than half of the amount of venture capital deployed in the US entrepreneurial ecosystem has been coming from these unconventional investors.Too much money from inexperienced investors chasing too few good startups has not merely reduced the returns to VC investors, but also tilted the bargaining table against them:
Such investors are accepting illiquidity and paying very high prices, all with no ability to change their minds. These are typically public market investors who tend to take liquidity for granted, and yet in this case, even though they are giving up liquidity, by and large, they are not gaining any governance rights! As a result, the balance of power between entrepreneurs and investors has shifted.When founders have the upper hand, they will choose VCs offering them the most advantageous terms, which likely include flattering their vanity by entrenching their control over "their company". To maintain their "deal flow", VCs have to become increasingly "entrepreneur-friendly". Aggarwal et al's abstract reads:
Actually the balance of power was already shifting thanks to the concept of the entrepreneur-friendly venture capital firm, of which, of course, my dear friends at Andreessen Horowitz are the most visible advocates. This trend began well before the flood of unconventional capital into venture.
We create a novel dataset to examine the nature and determinants of dual-class IPOs. We document that dual-class firms have different types of controlling shareholders and wedges between voting and economic rights. We find that the founders' wedge is largest when founders have stronger bargaining power. The increase in founder wedge over time is due to increased willingness by venture capitalists to accommodate founder control and technological shocks that reduced firms' needs for external financing. Greater founder bargaining power is also associated with a lower likelihood of sunset provisions that eliminate dual-class structures within specified periods.Janeway argues that the start of this process was:
Google opting for a founder-friendly governance and later a dual-class structure as a public company seems to be the foundational event that inspired others, including Mark Zuckerberg at Facebook. I wasn’t present, so I don’t know how Larry Page and Sergey Brin did it. They had no revenue, and yet they managed to negotiate their entrenchment with two of the best venture capitalists in the history of capitalism, John Doerr at Kleiner Perkins and Mike Moritz at Sequoia.Janeway summarizes Aggrawal et al's conclusions thus:
the entrenchment of founder control all the way to the IPO is due to two things: “Increased willingness by venture capitalists to accommodate founder control” at the earlier stages, and “technological shocks that reduced firms’ needs for external financing” (the rise of open source software and cloud computing, which reduces the amount of capital required to start and grow a company). In other words, founders raise less capital relative to previous generations, and they raise it from more accommodating venture capitalists.How does the recent rise in founders whose control is entrenched make failure or fraud more likely? Janeway writes:
In my own 35-year experience ... the adequacy of management (Business Risk) is the dominant risk to which a startup is exposed.There have been a lot of recent CEOs that should have been (e.g. Elizabeth Holmes) or belatedly were (e.g. Adam Neumann, Justin Zhu) changed. Janeway makes a point with which I completely agree, the importance of:
I have this phrase I used to use: It’s amazing what first-class management can do with a second-class idea, but there is no idea so good that it can’t be destroyed by inadequate management. And it is the case in more than several salient examples, ... that changing management was the essential step towards creating a really successful, sustainable, valuable business.
the experience of stress. In BEA Systems, a company we invested in and became a huge success, and where we didn’t fire the founders, all of the founders had been through a failed startup or a near-death experience of an established company.One of the BEA founders they didn't fire was Bill Coleman, for whom I worked at Sun. The other founders were also ex-Sun, so they all had been through the near-death experience from which Sun escaped thanks to the 1987 deal with AT&T.
By the way, this is usually omitted in the mythic histories of Silicon Valley, but circa 1990, both Sun Microsystems and Oracle each almost went bankrupt. The truth is, building a really substantial business at a fast pace is extremely stressful, and understanding how people have been able to learn from that explains why some founders succeed against all odds.
Among the major companies that went through the near-death experience are:
- Intel, during the transition from making memories to making processors.
- Nvidia, both when their first chip was a technical success but a market failure, and again before 3DFX's patent lawsuit was stymied by Nvidia's countersuit.
when you have obligations that you have to meet in cash: you can pay those obligations out of operating revenues, out of the sale of assets, or out of the issuance of new securities. And when you run out of those three alternatives, that’s when you call in the lawyers!It is a common misperception that now, when there is a flood of money available, is a great time to start a company. This is precisely backwards. The best time to do a startup is when no-one else is. We started Nvidia in one of Silicon Valley's periodic downturns - we were the only hardware company to get money that quarter. The downturn meant we could get to the best lawyers, the best real estate people, the best CAD software and, crucially, the best VCs. Six months later, when we knew of over 30 other companies starting to attack our market, we would have been competing for attention from these best-in-class resources. The difference between the best-in-class VCs and the rest is huge, as Janeway points out:
this is my concern with the entrenchment of founders: in my experience, unless they have previously been through a failed startup or at least the near-death experience of an established business (that is, flirted with bankruptcy), they are insensitive to those stressors. And that’s the problem in the current environment: there’s no need for them to be sensitive! But I find it extraordinarily unlikely that the current environment will last indefinitely.
It’s really up to entrepreneurs to do their due diligence on the investors they get on board. Venture capitalists have track records. Some of them are ignorant or stupid, some of them are bullies, some of them behave badly. This should not be a surprise. It’s possible that a naive first-time entrepreneur might not know how or have the network to do effective due diligence. But it’s out there waiting to be done.The Economist notices the importance of venture capital to the US economy in A bigger role for venture capital:
About that, let me just say one thing about venture capital that’s really different. It’s not the extremely skewed returns: we see that across various asset classes. Rather, it’s the persistence of a firm’s returns over several decades, as seen in the US and documented with the data provided not by venture capitalists themselves, but by their limited partners!
The first recognisable venture-capital fund, ard in Boston, was created in 1946, but its successors loom much larger. Just shy of half all listed American companies were once venture-backed. The ascent of venture capital has come, in some ways, at the expense of other financiers. Bankers are conspicuous by their absence in Silicon Valley.
Firms once mostly invested in physical stuff (“tangible capital”) like railroads, equipment, vehicles or machinery to make things.Now they increasingly invest in research, branding and software (“intangible capital”) to produce intellectual property.The prevalance of intangibles explains why startups, especially recent cloud-based "asset-light" ones, aren't financed in the traditional way, by borrowing from banks:
The rise of intangible capital may explain several capital-market trends, including the fact that private firms are tending to stay private for longer and the popularity of mergers. Software companies find it easier to protect intellectual property in private markets. Rigid accounting rules do not cope well with intangible capital, for instance by mostly booking spending on research as an expense, discouraging it.
Lenders like collateral: whenever financiers make loans they worry about being repaid, but they can take valuable property in case of default. Most consumer lending is secured against houses or cars.But businesses that create intangible assets do not have such collateral. This can make it harder to secure debt-financing, which is often not available unsecured for new businesses at a reasonable rate.If venture capital is increasingly important in the economy, the fact that it isn't working well, producing sub-par returns and an epidemic of fraud and unethical behavior, is a serious problem. Aggrawal et al conclude:
We show that the main factor that predicts dual-class structures and a greater wedge is the amount of available private financing for startups. The more outside opportunities the founders have, the greater their bargaining power when raising capital. Therefore, they are better able to retain control of the firm after the IPO. We also document a decrease in VC firms’ aversion to dual-class structures and attribute it–at least in part–to the reduction in the costs of doing business due to technological advances in the software and service industries. This finding is consistent with the idea that when there is a lower need for financing, founders are less likely to relinquish their power to VC firms.Who could have predicted that the flood of money would lead to looser discipline of entrepreneurs, leading to lower returns, fraud and irresponsible behavior by founders, greater inequality, and reduced influence for holders of public equity?
The literature to date has shown that increases in private financing have led to a decrease in the number of firms in public markets, and therefore more concentrated ownership in the economy as a whole. We further show that greater private financing may also cause public markets themselves to change by allowing founders to retain greater power to pursue their visions, without keeping an economic stake in the firm.
Our findings provide critical input for evaluating policy proposals that affect the nature of public and private markets. They suggest that policies to liberalize private markets by loosening the restrictions on selling and trading in private securities (SEC, 2019) may not only make public issuances less desirable, but may also increase the likelihood that the firms that do ultimately go public will be controlled by their founders.