Posted by fnazeeri on 2009-04-06
Tags: Operations Lawyers Taxes
Great post from Prof. Noam Wasserman at HBS on the legal and tax issues of splitting equity.PRIVATE: Members Only
Posted by blitzmedia on 2009-04-06
We are a start-up digital and social media, talent management and branding company. We have at least 9 revenue streams which are viable and are currently producing money. We are projected to turn a profit in year 2 and reach over $20M in revenues by year 5. We have a agreement with a large media company to produce content for their site and network. At this stage, we have a bank that is willing to give us a line of credit for $400K however we need a guarantor to approve the line. We have offered potential investors 10-20% of company equity and to pay off the line within 3yrs on a 10 yr loan. In year 3 we'll even offered to buy any investor out with a 25% ROI on the $400k line. Furthermore, any investor wouldn't have to put any money down but its a case where the bank will look at an investors company or personal assets to insure the line. We have came close to sealing the deal with few a investors but we haven't closed on any yet. Is there anything we can do to sweeten the deal?PRIVATE: Members Only
Posted by RichieBlueEyes on 2009-03-28
Tags: Operations Lawyers
This is a repost from a blog that is going live on Monday morning on Bootstrapper.com, I figured I would post it here first...
So today's post is about a topic near and to everyone in our community, The "inlaws". By that I mean the inherent conflict of interest that tends to occur within the legal community in relation to the venture community. I've gotten to know a number of lawyers in the community quite well over the last few years and have a lot of respect for them and are friends with a number of lawyers, however it is a small community and an interesting thing that occurs is that the same law firm can and often does represent both sides in a transaction (either directly or indirectly). What do I mean? Well, a law firm can represent a fund in one deal and the entrepreneur in another and both be going on simultaneously. It creates a confusing situation.
Outside of the venture sphere, the situation could be seen as a conflict of interest but given our world, it is standard practice. Often times the lawyer may be the one that introduced the company to the investor which is great for both parties but further complicates the question of representation.
The founding member of The Funded always likes to say that the lawyers work for the fund not for you and that the second $ is closed, it is no longer your counsel.
Given that the fund represents (generally) infinitely more business than a single entrepreneur, there is a point in there. On a technical level corporate counsel represent the controlling shareholder or bloc of shareholders but on a practical level it's something to think about.
Overall, it's usually good to have a venture law firm for your company because they do tend to know how to raise money and the process, however it may make sense to have a personal counsel review everything for how it looks from your perspective as the entrepreneur because you want someone looking at your docs that is representing you personally, not your company.
To conclude: Cover Your Ass no matter what you do - I've been screwed out of vesting and know many entrepreneurs who have as well. Protect yourself and make sure you have protections in place.PRIVATE: Members Only
Posted by RichieBlueEyes on 2009-03-12
So the NYC investment climate is going through serious issues. The angel market has drastically changed as most angels are from the world of finance and no longer have disposable investable cash and the few angel deals that are getting done are at far lower valuations. On the venture side, 'risk' is not being funded. Unless you have revenue (and don't need money) or extreme traction it's probably not worth the time raising money. Sure people who have made money for that exact investor in the past can still raise some money but beyond that, unless you're 'perfect' you'll have a hard time. Even then expect 2-3X liquidity preference, restrictive employment agreements and flat to down rounds even for high growth companies. I saw a company that is trending towards $20MM in revenue in a high growth category doing a flat round at a 3X liquidity preference. Times are tough. Time to call on the old friends and family and Bootstrap. It will not be fun. Still talk to investors and get coverage so they know you so if you happen to hit a stroke of luck or genius and take off, you can create some competition and maybe get decent terms but don't expect to easily raise money. Sure, you can get meetings and maybe even some feedback, don't expect an easy check from angels or VC's in NYC. Seed Capital has been crushed, Angel money is crushed and Series A money is trending towards Series B money or to pump into existing companies or entrepreneurs proven to that investor.
With all that said, always keep pitching but Bootstrap your ass off.PRIVATE: Members Only
Posted by fnazeeri on 2009-03-08
Tags: Venture Business Crisis
I wrote this post on how the VC market is imploding which is not news to anyone on TheFunded, but I tried to take it a step further and talk about what it will look like post recovery. I read a great post on Seth Godin's blog about how everyone talks about the "crisis in our face" but not the "crisis in the distance." Anyway, here's a crack...let me know what you think.PRIVATE: Members Only
Posted by Doe on 2009-03-08
Fellow entrepreneurs, most VCs are unable to complete capital calls and, therefore, are unable to make new investments. This includes everyone from name brand funds to small funds, and it does not matter if they recently closed a new fund or not. If you are pitching a venture fund, there are two critical pieces of information that you need to know before wasting time with meetings, diligence, and faux terms:
- First, has the fund made an investment in a company that was not already in the portfolio in 2009, and, if so, which company?
- Second, has the fund completed a successful capital call in 2009?
Is the answer is 'no' to either of these questions or the fund is uncomfortable discussing these matters, then don't bother pitching them and move on. Why? Between the dismal exit history, defecting LPs, worthless secondary markets, and massive position devaluations, venture firms are facing an apocalypse right now. The whole concept of 'venture capital' as an asset class is being re-evaluated by accountants worldwide, and the outcome of that work does not look good for venture capitalists.PRIVATE: Members Only
Posted by Anonymous on 2009-03-06
Tags: Operations Resources
I (did not) want to share some resources in the Silicon Valley for serial start up CXOs:
http://www.tiesv.org, http://www.vctaskforce.com, http://www.sdforum.org and http://www.svase.org - the last one runs a weekly "pitch a VC breakfast" each Thursday.
Posted by will on 2009-02-14
Tags: Preparation Equity
Now that I have seen the dark side of stock rights and the way they can be wiped out for founders, the new startup is being created differently. I am seeking opinions on how others have done it.PRIVATE: Members Only (819 Characters)
Posted by SevenX on 2009-02-11
[The Founding Member has suggested that this post, originally written in response to a query on the discussion board, be reposted here for broader visibility.]
No web site site can promise to find you money. Period. In fact, perhaps the best way to figure out whether a site is legitimate is the extent to which it DOESN'T promise to find you money!
Of the various possibilities out there, there are realistically four categories, in pretty much the following order:
1) Angelsoft.net: doesn't promise anything, is primarily a site that investors use themselves, doesn't expose any of your information publicly, has by far the best free search engine for legitimate early stage funding sources, and lets you prepare and send applications and videos for free directly to a limited number of screened, legitimate investment groups. If you want to pay $250 extra, you can promote your offering by posting it in a pool that 15,000+ accredited investors (and ONLY accredited investors) can browse through. They publish their stats online, and they show that between 1.3% and 5% of posted deals get funded. So your odds are between 20:1 and 75:1 against. (As Winston Churchill said about democracy: "It's the worst form of government there is...except for all the others.")
2) Vator.tv: the biggest public pitch site, legitimate, but wide open. Good news is that it's free, and that you'll likely get a lot of views of your video. On the other hand, very few of them (if any) will be from legitimate investors. Instead, you'll probably be approached by more than a few service providers, which may (or may not) be what you want, and scammers. But it's good for general exposure, and they are adding a bunch of neat new features, including micro-blogging for company updates so that interested parties can follow your corporate news. So if you're not concerned about the public nature of the site (or if you think that's a good thing), it makes sense. (Just be very, VERY wary of any "funding" leads that result from your posting.)
3) The legitimate attempts at investor matching: there are VERY few of these out there (and virtually all are not in compliance with SEC regulations) including for-profit ones (such as FundingUniverse) and not-for-profits (such as ActiveCapital (the only truly SEC-approved, legit one) and TheFunded's sponsor, IdeaCrossing). They mean well, but have few investors (usually starting from a local group or area: Utah in the case of FundingUniverse, Cleveland, Ohio for IdeaCrossing), and the for-profit ones are not cheap.
4) Everyone else: there are several dozen of these (perhaps even a hundred or more), ranging from out-and-out scams (any one in which you get an instantaneous response promising money, asking for money, or asking for financial information), to sites that function primarily as lead-generators for service providers. I don't personally know of a single company that has had a good experience with FindThatMoney, FundFinder, GoBigNetwork, RaiseCapital, Go4Funding, etc. etc. etc.
The bottom line is that raising capital is very, very (did I say VERY?) tough, particularly in this economy, and only a teeny, tiny fraction of companies will EVER get outside equity financing. The stats suggest that's something like 0.25% for venture money, and 1-2% for angel money.
So anyone who promises you quick and easy money is either well-meaning-but-delusional (the rare exception) or a scumbag-with-a-hand-heading-to-your-pocket (the vast majority.) As a first pass heuristic, if an "angel group" is not listed on either the Angel Capital Association web site (http://www.angelcapitalassociation.or...) or the Angelsoft Group Finder (http://angelsoft.net/entrepreneurs/an...) you should be extremely wary of any claims they make...but then, of course, you would be anyway. Right? Right??
Remember the immortal words of Robert A. Heinlein: "There ain't no such thing as a free lunch."PRIVATE: Members Only
Posted by Bruce Kasanoff on 2009-01-27
Tags: Preparation Strategy Marketing
In the middle of trying to launch a start-up (The Goal Mine), the deepening downturn has pulled me back to a practice (Now Possible) that has become more timely than ever: re-positioning companies.
As I look around the entrepreneurial landscape, what surprises me is how little substantive re-positioning has occurred... yet. The world has shifted, dramatically. The rules have changed. And yet most firms are pretty much still pitching the business model they developed before last fall. 95% of the time, that's not going to work.
This new world creates its own opportunities. All is not gloom and doom, unless you fail to acknowledge how much the rules have changed. Rents are going down. Lots of talent is available. People are willing to take chances (largely because they have no choice.) But at the same time, everyone has both hands on their wallet.
How should your firm re-position itself today? Whatever you decide, that decision should ripple quickly through your pitches, your sales materials, your product/service offerings, and even your pricing sheet.
One thing to keep in mind: hope is not a strategy. Hoping you'll get funding and find customers even though you did not change your positioning, well, that's not much of strategy. Basically, the entire world is taking a 50% pay cut. So what do you do differently?PRIVATE: Members Only
Posted by Anonymous on 2009-01-25
As it is becoming harder to raise capital from venture capitalists, existing investors are facing situations where they need to lead new rounds in their own portfolio companies. This presents a big problem for valuations, especially if an investor only has convertible debt. Recently, I've heard a few stories about existing investors promising to lead a round, then pulling out or dramatically changing the terms. Worse, investors will sometimes string you along with a singed term sheet until you are out of cash, and then completely change the deal to take control.
Here are some tips if you think that you are going to need money in the next 18 months.
Know where insiders stand: You need to know where if your insiders will participate or lead a new financing event, and you should also ask them what their specific expectations are for your company performance. Assume that any inside round will be flat.
Pursue other options: Even if your insiders agree to lead a round, you should do your best to have an alternative financing option available. You will never get a fair price for your equity from insiders, since they are pricing, selling, and buying the equity at the same time and since they see all the warts and bruises.
Raise now, not later: Don't wait to raise money. Raising will take twice as long and will be twice as hard in this market. Try to raise enough capital to operate for more than 48 months, if you can.
When in doubt, do debt: If things are not moving fast enough and you have only three or four months worth of cash left, press your existing investors to do a convertible debt round that will give you eight to twelve months of low growth operating capital.
Insider sheet to attract outsiders: If everything else is failing, you may want to have your insiders draft a term sheet with a lot of room for new investors to participate. It's often easier to find outside investors with a "legitimate" term sheet in hand.
Good luck!PRIVATE: Members Only
Posted by Jon on 2009-01-20
Tags: Venture Business Crisis Economy
According to VentureWire, the number of venture investments in Q4 2008 fell to the lowest level since after the last crash, and the amount of money invested into the whole private equity sector halved from the same quarter last year. Many of the private equity investments being made are in "secondary funds," which buy distressed portfolio positions, so the story for the relatively small segment of venture capital is probably much worse.
The reality on the street for entrepreneurs raising money is brutal. Funds take meetings, but it's clear that they are not really making investments. With limited cash in the bank and limited prospects for raising more capital, it seems that all the good VCs are waiting for a "home run" opportunity to walk in the door and give them a 50% valuation haircut.
There is a silver lining. Deals perceived as being a "home run" have leverage. We just closed a later stage round after nearly a year of fundraising and pulled out over $1 MM for the founders, selling some of our equity. While our valuation was lower than we would like and the terms had some other unwanted teeth, when we threatened to walk, the deal was sweetened. Our traffic numbers are strong, so we had a few VCs coming to us with offers over the last couple months
From what I can gather, the VCs needs to justify making an investment in the current recession, so they have to issue less favorable terms. They can't explain the deal to their partners or investors otherwise. My advice would be to get as much exposure and traction as possible, have a few funds come to you, then target the best investor and negotiate the secondary perks more than the primary terms. Good luck!PRIVATE: Members Only
Posted by observer on 2009-01-19
Tags: Funding Sources Introductions Fees
Just saw a link to the document about a middleman sues a company for not paying all the fees for help in getting funded. I will leave to other parties make a conclusions about ethics of this. However the important part was disclosing the details of the agreement that company had signed with Warren Lieberfarb.
Young companies, especially a first time entrepreneur should be careful with paying such a fee in first place. But even if there is no choice to avoid, in any circumstances such a fees can be infinite
Posted by paloalto on 2009-01-19
Tags: Operations Partners
I just read the advice posting regarding vendors, which I agree with for the most part.
I offer the same warning for large partners. We spent several months developing specific features for our application in order to launch a major initiative (major for us) with a large national "partner". A year after the target launch date, the partner still has not delivered. We were to be a key part of their new website release, but they have not released their new website. Two of their website vendors have come and gone out of frustration. They are just dysfunctional internally, more than other large corporations I have worked with. They are also a quasi monopoly, making their employees experts at avoiding any changes, because changes = more work for them, while revenue continues to stream in, at least for now.
Most of our development can be used anyway, but there are specific pieces we spent money and time on that apply only to this partner. Ouch.
Now we are looking at other partners (one is a direct competitor), but we will make sure the partner has enough at stake to instill a sense of urgency in getting it launched.PRIVATE: Members Only
Posted by Anonymous on 2009-01-18
Tags: Operations Vendors Development
For those who have recently been funded (for the first time) or bootstrapping with own funds, I write to you personally as fair warning. Be careful putting all your eggs in the performance of one vendor as key to your launch strategies.
We did just this.
Our team worked with a technology vendor to develop our application from Sept 07-Jan 08, which was when this company was to launch our product. It never got completed.
We hired a third party project manager to attempt at salvaging the project and he worked with them until April 08 ~ still nothing. All the while the revenue we were taking in (from our previous beta application) dried up.
The reason I am sharing this is because I just read a post about lawsuits and how long they take / expensive they are. So true. We canceled our contract in April after they still did not perform or deliver. Per our contract they still had 30 days to deliver. Instead they placed a lawsuit on us.
The short of it is over the past 9 months we've dived into financial heartache. No product delivered, nothing $$ returned to us, legal bills and no revenue.
Our contract is pretty iron clad - even encompassing a penalty fee for every day they are overdue with the project. But, how can you fight with the best legal team (ours) against a vendor that has an essentially free team with lots of time on their hands?
My suggestions: if I had this to 'do over' I would say --
My due diligence would have been much more in-depth to include our attorney pulling a complete past history at the county, state and national level of this firm. I would have requested more direct client referrals to check out. Also, I will never give money to a firm again until a product is delivered - no matter how large the scale. We actually gave them a security deposit which we've not seen since.
Lastly, I would have actually hired my own internal team vs a firm - even if it were temporary, to complete this project. Our own team would have been underfoot and where I could reach out, touch base and keep dibs on their time management.PRIVATE: Members Only
Posted by fnazeeri on 2009-01-04
Tags: Venture Business Crisis
I just got off the phone with a friend who is founder/CEO of an early stage medical device company. His company is doing well and recently received a couple of term sheets for his first institutional round. As he was going through the process of negotiating with the potential investors, he said they were trying to set his expectations low. He told me a story about how one investor recounted tales of startups making mass layoffs, cutting back everywhere and generally dire conditions (basically sending the message that he should be happy to be getting an offer).
So my friend responded, "Wow, that sounds terrible. This must be really affecting you badly...how many people have you had to layoff here""
The VC stared at him with a bewildered look.
Read more here.PRIVATE: Members Only (2185 Characters)
Posted by fnazeeri on 2008-12-10
More here.PRIVATE: Members Only (1627 Characters)
Posted by forrational on 2008-12-08
Bootstrapping is looking better and better.PRIVATE: Members Only (5345 Characters)
Posted by fnazeeri on 2008-12-05
Tags: Operations Bankruptcy Crisis
I just finished writing this post about how startup failures are up. Not surprisingly Q4 2008 (already) is the biggest month for startup failures in the past 10 quarters.PRIVATE: Members Only (603 Characters)
Posted by Anonymous on 2008-12-04
Tags: Operations Crisis Burn Rate
I'm fundraising right now and it is absolutely brutal. I want to to tell all entrepreneurs, "Fight through this. You can raise capital." But that isn't true. You may not be able to raise capital until 2010 no matter how good your product or company is. It is not a reflection of you, just the external factors that are largely out of your control.
Survive until 2010 and position your company to take off as the next economic cycle does. These things always come back. While it is bad now, it will eventually get better. The Wall Street guys will get tired of losing money and companies will start hiring again.
I hope I am wrong. (Boy, do I hope I'm wrong.) Maybe Obama will follow through on his plan to eliminate capital gains tax on investments to startups. That would help us immensely. But I have heard nothing about that since it was mentioned during the campaign.PRIVATE: Members Only
Posted by Mr. Smith on 2008-12-02
Investors in venture funds, called limited partners, are pulling out or selling their commitments to provide essential capital to the venture model, causing the "Limited Partner Shuffle." Some experts are quoted as saying as much as 10% of all private equity positions will change hands this year in hasty transactions to generate liquidity, including premium positions by top-tier institutions like Harvard. See below:
What does this mean and why is it relevant to entrepreneurs" A quick overview of venture capital will help to answer these questions.
Venture firms raise money to invest from limited partners (LPs), who are normally endowments, pension funds, insurance companies, and other institutions that manage large amounts of capital. An investment in venture capital is considered a high risk asset class with the potential for high returns. The professional consulting firms that publish guidelines for how limited partners should allocate money across asset classes generally recommend that a small portion go into venture capital, sometimes less than 1%. This small percentage still amounts to many billions of dollars per year being entrusted to venture firms by limited partners, who control trillions of dollars.
Generally speaking, a commitment to invest in a venture fund does not require the limited partner to transfer money until the venture firm makes an investment in a portfolio company. So, a $100 MM venture fund does not have $100 MM sitting in the bank. Instead, as venture firms make successive investments, they collect money from their limited partners and distribute that money to portfolio companies in rounds. To cover operating expenses, the venture firms separately collect approximately 2% of the invested capital as a management fee.
In order to ensure that each limited partner honors their obligation to provide money when needed, which is referred to as a capital call, venture funds implement onerous terms for forfeit or default. The most common default protection is to wipe out any returns from all previous invested capital. This encourages an active secondary market for limited partner positions, since it makes more sense to sell a commitment than to lose the value of the money invested to date.
Fast forward to Q4 2008, and you have the perfect storm of venture capital destruction. First, a relatively large number of limited partners, such as AIG and Lehman Brothers, are facing solvency issues, and they can no longer honor any capital calls to venture capital funds. The large scale dissolution of limited partners is something new.
Second, as the equity and debt markets have collapsed, the allocation of limited partners to venture capital has increased as a percentage. If an LP has $1 billion under management and 1%, or $10 MM, committed to venture capital and if that $1 billion suddenly becomes $500 MM, the allocation schedule of 1% stipulates that the LP now only invest $5 MM into venture capital. Many LPs have charters that strictly govern these percentages, forcing the LP to sell commitments in the secondary market to comply.
Third, many potential buyers in the secondary market have liquidity issues of their own. The purchase of a commitment requires resources to buy the asset, resources to pay for future capital calls, and resources to cover management fees at a time where the future is uncertain. The lack of liquidity and uncertainty has caused a collapse in the secondary market values, with many commitments selling for $.50 on the invested dollar or less. This in turn has encouraged limited partners that might otherwise commit to new positions in venture funds to consider purchasing discounted positions in existing funds.
Lastly, venture capital returns have been hard hit by the downturn, reducing or eliminating the ability of certain funds to get back any of the original invested capital. Portfolio company acquisitions are on hold, and the IPO market is frozen. For many limited partners, investing more money into certain venture firms is literally throwing good money after bad when cash is king.
Most venture firms worldwide are facing problems as a result of this "Limited Partner Shuffle." The best firms are distracted by helping limited partners transfer commitments. Other firms will cease making investments for some period of time, possibly forever. Still other firms will not be able to collect their management fees and go under in the next fews months. Nearly everyone will be fundraising and spending a lot less time with their portfolio companies.
Many entrepreneurs are now pitching firms without a future, wasting invaluable time. These "Walking Dead Funds" are going through the motions until the other shoe drops, forcing them out of business. Other entrepreneurs are counting on investments or participation from funds that have no ability to deliver any capital. Lastly, there are entrepreneurs with soon-to-be-insolvent firms that hold controlling preferred equity positions and Board seats, leaving a potentially deadly vacancy in governance and voting control. How do you sell when your primary shareholder is no longer around to grant approval"
As an entrepreneur in today's market, you need to understand the relative health of the investors that you deal with. Start by asking them directly about their financial resources and the state of their limited partners. Don't hesitate to ask other entrepreneurs and other funds as well. You future may depend on having good information about the solvency of investors that you deal with.
[Please reprint any or all of this post. Entrepreneurs need to know.]PRIVATE: Members Only
Posted by sparrow on 2008-11-20
It's an easy trap to fall into. You've labored on your powerpoint presentation, you got nice graphics into it, you followed Guy's advice http://blog.guykawasaki.com/2005/12/t..., you practiced your pitch, and now you're ready to rock and roll.
You're a little nervous but feeling good. You go in and start your presentation, and you're on slide two, and the VC asks "What's the business model here""
No problem, you're ready for him. "I'll get to it on slide 7, let's go through the product first."
Stop! I know it' s hard to change the flow, but expect to do it. Go ahead and jump to slide 7 and give him 10 seconds to read the slide and then explain the model. 10 seconds should be enough since you don't have that much text on a slide, or you shouldn't and even if you did, it wouldn't matter since most VCs have ADD and won't take more than 10 seconds to read anything. The one exception is anything related to finance. But to get back to my main point (VCs are not the only ones with ADD), focus on what the other side is interested in and answer the questions in the order that they are presented.
Usually, one question will lead to the next and you'll find that you're referring to the presentation as support material rather than guiding the discussion.
So why do you need the powerpoint deck" As I just mentioned, it's support material, but it also helps you make sure you've covered everything. When things slow down in the conversation or when your time is almost up, go back through the presentation, and double check that you haven't missed any critical information.
As part of the conversation you'll hear some criticism or doubt about your product, your direction or something else in the presentation. Your gut reaction is to argue, mine is. They're not getting it. Stop yourself. Instead ask question to help you clarify why their thinking is different than yours. There are several reasons to do this.
1. They don't know your company and probably the space it's in nearly as well as you do. On the other hand, they've been exposed to a lot more companies than you have. You're getting free advice. Listen to it and try to absorb. I've talked to three VCs in the last 4 weeks, and two of them gave me good insight which helps me fine tune my model.
2. If they have this objection other VCs might have it too. Listen, learnd and maybe next time you do a pitch you'll be better prepared to answer this issue, or tackle it in your presentation.
3. Arguing has the potential of making you look defensive and uncooperative. Will they really want to invest in someone with these traits.
Having said that, if they challenge one of the basic assumptions of your plan and you've considered and rejected their arguments, it's perfectly OK to present this. "Yes, we've heard from other people that they thought that the markets can't be any bigger than 250,00 users, but actually a Gartner report in Feb of 2008 shows that there are at least 5,000,000. The reason the market is understimated is that most of these people are in Asia and the web analytics don't count them."
Here you scored a point. You thought of the problem researched it, and can provide supporting data.
In summary, try to reach a good balance of give and take. Talk about your product, show that you're excited about it, but listen. I certainly try to.PRIVATE: Members Only (99 Characters)
Posted by Spouse of msjane on 2008-11-08
Adeo was the morning's speaker at METal's Sat. breakfast meetings in Marina Del Rey.
He painted a sobering yet opportunity-laden year ahead for anyone who is thinking about seeking VC for their enterprise.PRIVATE: Members Only (2528 Characters)
Posted by fnazeeri on 2008-11-08
Earlier this week I spent several hours in a couple of meetings with Adeo Ressi, the Founding Member. Adeo is a very cool, very smart guy and it was both enlightening and fun meeting with him.
More here.PRIVATE: Members Only (3855 Characters)
Posted by Nand on 2008-11-04
Tags: Negotiation Terms
There is some similarity between this and the elections, so it's a good time to discuss this.
What does "Voting as a single class" means for you (and other small investors) " and don't get it wrong, you may be a big shareholder today, but you must think like the small shareholder you will be down the road.
Here is an example of how a VC with 20% of the shares can force a decision on all the other shareholders and investors, most of which are against that decision.
The lead VC has 20% of the shares (5% B shares+ 15% C Shares)
The lead VC wants to force a decision, the rest of the shareholders are 80:20 against it.
There are 30% series C shares and 20% series B shares. the rest are common and options (who don't vote).
The holders of the C shares vote first, the decision, forced by the lead VC wins (although 40% of the C shares are against). but all of them are now "voting together as a single class", e.g. casting all their votes in favor of the decision.
The holders of the B shares do the same, they are against the decision (80:20) they "vote together as a single class" against the lead VC.
Then there is a second vote. The "holders of the preferred shares", although most of the holders of the preferred shares are against, and although all the B shares votes are against the decision. All "the holders of the preferred shares" are now forced to vote for the decision.
Now all the preferred shares vote together for the decision, although most of the holders of shares and most of the investors were against it.
The VC, with it's 20% of shares, against the will of most of the other investors and most of the shareholders can force a decision.
Try and use the smaller VCs to remove this from the investment agreements.
They will tell you this is only inserted to simplify things, they will describe situations where some retired employee can influence the decisions and so on. Remeber, this is just another mechanism to give power to the biggest shareholder (who, in the long run, is not you).