Warning: Multiple Voting Classes Amongst VCs Can Control Your Startup

View profile for Jorian Hoover

High-quality startup fundraising | Harvard MBA | $190M+ raised

Something I've found strikes fear into Series B/C/D founders is having multiple voting classes amongst their VCs. Everyone can veto separately. Here's how it usually goes down: At the Seed stage, the founders signed their first term sheet and took on their first institutional VC. It was a pretty founder-friendly term sheet, yet the VC got veto rights across some economic and management areas. When raising the Series A, the startup was in a good, but not great, position. Only one VC offered a term sheet and one of their requests was having a separate voting class from the Seed stage VC. The founders gave in on this issue. Prior to the Series B, the startup was humming again and multiple VCs came to the table. But because of the precedent of multiple voting classes being set in the prior round, all the Series B VCs now wanted their own voting class. So the founders relented. Now 7 years into running the startup, the founders have some major business decisions to make, and also have the option to acquire a couple businesses. The problem? Each of their three lead VCs has different economic incentives at play and each has the power to individually veto these major business & acquisition decisions. The reason separate voting classes strikes fear into later-stage founders is they've essentially lost control of their startup. Yes, the moment they took VC they lost some control. But having multiple voting classes amongst VCs is a whole other level—each VC may have its own incentives—and now the founder must rally each VC individually to make major decisions. So if you're a founder raising your second priced round from institutional investors, think long and hard before you allow multiple voting classes amongst your VCs. It may just set the precedent and restraints that keep you from running your business the way you want to. ______________ Hi, I'm Jorian Hoover - I work 1:1 with founders to run high-quality fundraises and have helped 50+ founders raise over $190M. For more startup fundraising guides, how-to's, and insights delivered regularly to your inbox, subscribe to my "Into the Ring" newsletter at https://lnkd.in/ezj_zYXz

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