The law that President Obama is set to sign this week is expected to unleash a wave of crowdfunding. That promises to give some startups access to capital they wouldn’t have had otherwise, but it could set up unwary entrepreneurs for a headache.
Crowdfunding is a way of raising capital that involves getting small
amounts of money from a large number of investors. A new law, called the JOBS Act,
changes the formerly donate-to-my-cause-for-a-tote-bag industry into a
popular way for small companies to raise the cash in two ways: It allows
businesses to raise money from investors in exchange for a piece of
their company (equity) and it allows non-accredited investors (regular
Joes and Janes like your neighbor and Grandma) to sink their own cash
into startups.
If you have been quietly sitting on a business idea that you are
convinced will change the world, but you have been struggling to get
money to get started, this is great news. But, beware, eager
entrepreneur-to-be. If you rush without caution, you could be digging
your own grave. Check out these tips on how to tread safely in this new
era of equity crowdfunding.
1. Refrain from the desire to raise $1 from a million people.
“Entrepreneurs should not go into this unless they have worked out,
'What is the maximum number of people I can deal with?' " says Sara
Hanks, a securities attorney, and a cofounder of CrowdCheck, a startup
that plans to help entrepreneurs access capital and protect their
investors when the law is fully implemented. At this point, Hanks is
working out of a home-office in Northern Virginia, but she has plans to
open an office in Alexandria, Va.
Map out an investor relations plan. It
should include how and when you are going to communicate with investors
and respond to their queries. What's more, let your investors know what
to expect. Otherwise, managing the relations with dozens or hundreds of
investors will become overwhelming. It “risks being really distracting
and very hard to manage,” says Michael Greeley, general partner in
Flybridge Capital Partners, a venture-capital firm based in Boston. “If
you ask any public-company CEOs, their biggest gripe about the job is
investor relations.”
2. Don’t take money from just anybody.
“You certainly do not want to be in a position where you take money
that was illegally obtained,” says Victor W. Hwang, co-founder and
managing director at Silicon Valley-based T2 Venture Capital and
co-author of The Rainforest: The Secret to Building the Next Silicon Valley,
a book about creating innovation ecosystems. If you accept money from
somebody that obtained it fraudulently, you are legally required to pay
that money back. “You can be totally ruined if you are not diligent with
some monitoring” of where the money is coming from, says Hwang. You can
always say no to a fishy-smelling investor.
3. Stay in control of your company.
Entrepreneurs -- especially first-timers -- often are unaccustomed to
being held accountable to shareholders. “You are going to have to deal
with all of the negative burdens of what public companies deal with,
which is disgruntled shareholders,” says Hwang. If you raise money
through equity crowdfunding, you need to be prudent in what amount of
power you give your investors. “You don’t give these types of investors
what you would give, to say, venture-capital investors.” Venture
capitalists can often control major decisions in a startup, but you
don't want any crowd investors – especially those that you don't know
well – to have the ability to influence significant company decisions,
like hiring and firing the CEO, selling the company, raising capital, or
taking loans.
4. Communicate the terms of the exchange clearly.
To avoid confusion down the line, establish the guidelines of the
investments from the crowd ahead of time, ideally with the advice of a
legal counsel or trusted mentor. “Set the parameters up front: This is
what you are getting right now, this is how we reached this price, this
is how it might change in the future, and these are your rights in the
event that there are further rounds of financing,” says Hanks.
In particular, make sure that crowd
investors understand that if they invest $1,000 and that represents 10
percent of the company at the time of investment, if the company grows
and gets additional rounds of investment, that $1,000 will no longer
represent 10 percent of the company. “Every time new money comes in, the
earlier investors are going to own a smaller percentage of the
company,” says Hanks.
As the JOBS Act moved through Congress, there was intense opposition
to lowering barriers for entrepreneurs to crowdfund and eventually go
public for fear that the startup market would bubble up and pop. But
others say that despite the increased availability of options for
entrepreneurs to raise money from the public, most business owners that
choose crowdfunding are not likely to be hamstrung in their decision
making with too many owners because most people have a healthy
conservatism about parting with their cash.
“My prediction is that a lot of these fears of essentially of
millions of little IPOs going on is probably somewhat exaggerated,” says
Hwang. “Raising money is tough. You have to prove that you have the
trust to manage people’s money, and that is not going go away.”
SOURCE: www.entrepreneur.com
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