The beginning
From Ivan's Tumblr.
Which States Have the Best Startup Environments?
In my last post, I crunched the data to see where Illinois ranked on a variety of metrics related to venture funding for startups. Turned out that no matter how you sliced the data, Illinois came out pretty poorly. This poor showing was a pretty strong indictment of the infrastructure, leadership, and general environment for startups here in Illinois - as far as I'm concerned, whether or not you want funding, being able to get funded is an indication of quality infrastructure and a strong startup environment.
So the obvious question is, if Illinois is so terrible, which states are good?In my analysis of the data last time, I made two claims: 1) seed/startup funding is the best stage to evaluate, because those are the first dollars a new team is looking for. I believe that new dollars for a new team is the best indication for general environment, given the small dollars involved and the less company-specific nature of seed investing. (Nevada ties for dead last in the startup/seed data, no matter how you slice it, despite the success of Zappos.) 2) per-capita metrics, while a bit flawed due to network effects, are the best option we have, better than aggregate dollars or aggregate deals because per-capita metrics control for the "California is the biggest state, so it should see the most dollars" objection. So, I re-ran the numbers to see what states had the highest per-capita dollars invested in startup/seed deals[1]. Here are the results for the one-, three-, and five-year spans ending 2007:
Illinois' So-Called Tech Leaders Have Failed The State
So, Chicago's lacking in tech leadership, says a columnist in the Chicago Tribune. No, it's not, respond the heads of various tech organizations in Chicago and the State. As someone who's founded a startup here in Chicago, I'm certainly more inclined to agree with the Trib columnist than with the panel. However, I'm also a policy wonk - so I decided to take a look at the data to see who's right.
After examining the data, it is clear that the leadership at DCEO, the ITA, World Business Chicago, IBio, the NanoBusiness Alliance, and the ISTC has failed. While the organizations that signed the rebuttal may do many things, as they list in their bullet points, it is clear that the outcomes one would find from successful leadership just are not there. What they're doing is not working, and there are no signs of improvement in Illinois' technology competitiveness, no matter how you slice the data.
The best independent, objective data I could think of was venture funding data for startup companies[1]. The assumption, of course, is that venture funding is very highly correlated with technology leadership and serves as a legitimate proxy. The focus on startups is because organizational leadership can most help the smallest of companies and early entrepreneurs as they jump into the deep end. (However, I've presented the overall data as well to avoid charges of bias.) Employment figures are fuzzy - you probably don't want to include CDW salespeople in a list of technology employees, for example. I gathered state-by-state data from PricewaterhouseCooper's MoneyTree Report. My source of data was the State Science and Technology Institute (SSTI). SSTI's Venture Capital data site further breaks down the MoneyTree into easy-to-use state-by-state data[2].
You can see the data for Illinois at the SSTI page for Illinois. The data show that Illinois companies have raised roughly $440 million per year since the last bubble year of 2000, which sounds decent, until you realize that Illinois companies only attract, on average, 1.59% of all VC dollars - across all stages - raised in the US. The average number of Illinois VC funding deals per year for the 2001-2008 period is 70.5, which is just 1.99% of all deals in the States. (Here's the page for the US data.)
These numbers aren't any prettier for Illinois startup companies. For the 2001-2007 period (there is no by-stage data for 2008 available on the SSTI state-by-state breakdown pages), Illinois startups raised a total of just $56.7 million, a pittance of just $8.1 million per year. It's even worse on the per-deal statistics: Illinois had a total of just 32 startup fundings for the entire seven-year 2001-2007 period. That's an average of just 4.6 startup fundings per year. The total startup funding across the entire US for the 2001-2007 period was $5.6 billion, with a total of 1,845 deals over the seven-year span. That's an average amount of $740 million per year and average number of 264 startup fundings per annum across the entire United States.
That means that Illinois companies, on average over the seven years, raised just 1.74% of the seed money and did just 1.09% of the startup deals done nationwide. This, despite the fact that Illinois has 4.24% of the US population. For just the smallest startups that organizations like DCEO and the ITA should be helping the most, Illinois is getting less than half of the dollars and doing less than a third of the deals that you would expect for a state of its size. (It's still less than half for dollars and deals overall, as well.)
The numbers are just as embarrassing when you look at Illinois relative to the other states in the nation rather than just the United States as a whole:
(Slide 4)
(Slide 2)
Illinois ranks an average of 16th among the 50 states, DC, and Puerto Rico in startup dollars for the 2001-2007 time period. Illinois did a bit better and averaged a rank of 13th in startup funding deals for the period. (Illinois' median for dollars was 14th and its median for deals was 11th.)
However, again, these figures favor the larger states over the smaller states; i.e. you'd expect California to be the leader in both categories (and it was) since California has the most people. To really compare, we must look at the states on an apples-to-apples basis by looking at the per capita figures:
(Slide 3)
(Slide 1)
It turns out that the per-capita figures are even worse for Illinois than the non-normalized figures. Illinois averaged just 20th amongst the 50 states, DC, and Puerto Rico in startup dollars per capita for the 2001-2007 period. Illinois averaged a pitiful 23rd in startup deals per capita for the 2001-2007 period. (Illinois' median for per-capita dollars was 18th and its median for per-capita deals was 24th.)
States that consistently beat Illinois in the rankings include Colorado, Texas, and Washington, to say nothing of California and Massachusetts. However, even states like Maryland and Pennsylvania consistently beat Illinois' rankings on all four measures - startup dollars, startup deals, startup dollars per capita, and startup deals per capita - year after year after year. On a per-capita basis, states like Connecticut and even New Mexico consistently outrank Illinois in dollars and deals.
By the way, Illinois' average rank in dollars for 2001-2008 (remember, SSTI has total figures for the 2008 year) - regardless of stage - was 13th, and its rank in deals was also 13th. Again, the average per-capita rankings - the better apples-to-apples comparison - was much worse. Illinois' average per-capita rank in dollars raised for the 2001-2008 period was 22nd, and its per-capita rank for deals done (again, for all VC deals regardless of stage) was also 22nd, both barely over the median - a median artifically low due to states like Wyoming and Alaska that see no venture activity, year over year. Illinois is actually below the median when you exclude the inactive states - shameful.
That's just not leadership.
The data are clear - our technology organizations have failed to do their jobs and changes need to be made to make Illinois more hospitable to technology startups if the state has any chance at competing in a 21st century economy. Footnotes:[1] Let me be clear: I fully acknowledge that one can grow a startup without raising outside funds. However, I believe that those are exception cases, not the rule. More importantly, I believe the environment that allows for funding is also the best environment for a bootstrapped startup. In other words, the plural of anecdote is not data.
[2] Data geeks: I fully acknowledge that the MoneyTree data excludes deals done solely by individual investors (angels); however, 1) this is the best objective data I could find and 2) my guess is that individual investors would only further demonstrate the conclusions I'm about to make. Feel free to grab your own source MoneyTree data and run it yourself. I couldn't find industry breakdowns by state, and I believe that the overall data is plenty clear about the conclusions to be drawn.
[2] Data geeks: I fully acknowledge that the MoneyTree data excludes deals done solely by individual investors (angels); however, 1) this is the best objective data I could find and 2) my guess is that individual investors would only further demonstrate the conclusions I'm about to make. Feel free to grab your own source MoneyTree data and run it yourself. I couldn't find industry breakdowns by state, and I believe that the overall data is plenty clear about the conclusions to be drawn.
This wasn't even a black swan - how the non-TARP Chrysler creditors made an elementary mistake
The goings-on on various econoblogs regarding Rattner supposedly threatening the creditors who didn't go along with the Chrysler debt cramdown is one of the more generally well-written "you people are missing the pot" things I've read in a long while.
Chrysler, of course, filed for a Chapter 11 bankruptcy reorganization after all the creditors could not come to an agreement. The Obama administration, by way of the Treasury Department and Steve Rattner (the "car czar"), managed to get the four largest lenders (who had no choice, as they're being propped up by TARP funds), the UAW, and Fiat on board. But the agreement failed to get enough support from all stakeholders, and President Obama all but blamed the non-TARP debtholders for the bankruptcy filing during a news conference the morning of Thursday, April 30. Of course, the non-TARP guys objected to this characterization. Later in the late afternoon April 30, Perella Weinberg, one of the leaders of the non-TARP group, came around and supported the administration's plan, but it was too late. The bankruptcy was set. A lawyer representing the non-TARP lenders said that Perella Weinberg only came around because of threats made by the administration to bring negative PR to bear by way of their supposed influence over the White House press corps. Perella Weinberg, of course, denied this. On Finem Respice, Equ Privat wrote that there was a more sinister threat - that the administration did not just threaten bad PR, but would bring the IRS and SEC to bear upon the non-TARP creditors, their employees, families, alma maters, dogs, and favorite sports teams. Of course, this could be seen as an abuse of power (as we are all terrified of the IRS and all investment managers are scared of the SEC's ability to "slow them down"). Equ Privat called the purported Rattner threats "fascist". For this, she was mocked, mercilessly. The author of The Epicurean Dealmaker, used Looney Tunes to jab at the non-TARP creditors, saying "[i]t's called politics, you fucking morons. Stop being such a bunch of whiny pansies." The point TED made was that even if such a PR threat was made, there were a lot of people in the government under under a lot of stress, and the threat was just a negotiating tactic anyway. As Felix Salmon points out, the non-TARP creditors don't have much of a leg to stand on for their whining, coerced or not into a supplicant position at the mercy of the bankruptcy judge. Their position in Chrysler was a moral hazard one - "of course the Obama administration won't let Chrysler go bankrupt". Thus, if it won't go bankrupt, as senior secured creditors, they stood the most to gain. Pretty simple arithmetic. Problem was that they didn't think the administration would really let Chrysler go bankrupt - albeit a Chapter 11 reorg rather than a Chapter 7 liquidation - and they did, because they had all the post-event actors on their side: Chrysler management, the large banks, and a private actor, Fiat, to act as a savior. This was a completely predicatable outcome, and the non-TARP guys treated it as impossible. They assumed that the sanctity of American bankruptcy law and precedent would strengthen their hands well enough to force a positive outcome for their vulture investment. The non-TARP creditors are morons, not for whining, but for not seeing this play out the way that it did. It's called political risk.Look, we generally think of political risk when making investments in, say, Pakistan or Russia. But to completely discount the political risk of a vulture investment in Chrysler debt is completely insane. The notion that a Democratic administration was going to stand idly by as vulture investors were going to cram down the UAW and TARP banks is foolish. One, there's a legitimate policy argument that the United States needs a Detroit-based domestic automobile manufacturing enterprise for national security. You can agree or disagree, but it's a legitimate policy position. Two, the UAW is a powerful union in a swing state. To put it another way, the UAW ain't UNITE HERE. Three, it was completely forseeable that the Obama administration would take advantage of the troubles at GM and Chrysler to kickstart their environmental policy goals. The idea that the administration would put all of that aside based on fealty to the well-established order of creditors that you'd have in any traditional bankruptcy, as the non-TARP creditors believed, is naive at best and a violation of the prudent man standard at worst. Look, in most vulture situations, the non-TARP creditors would be right. You'd have an orderly liquidation, and the secured creditors would be in the front of the line to receive proceeds. But not here - the political risk wasn't even close to zero. It'd be like making a bunch of greentech investments with Dick Cheney and Phil Gramm as President and Vice President. You have to, at the very least, merely consider that maybe, just maybe, future policy decisions will make your current investment thesis weaker. The non-TARP creditors were insane to think their hand was as strong as they played it. It wasn't even a bluff - they really thought they were playing Omaha high low and that they were holding a Wheel. In the end, it turned out they were playing 52 card pickup and they lost.How To Legally Incorporate Your Startup (Quick Answer: Get a Good Lawyer) - A Conversation with Yokum Taku
One of the best things about Silicon Valley is that almost anyone will meet with you for a cup of coffee provided that you're reasonably intelligent and not an axe murderer. My intelligence aside, I'm not an axe murderer, so Yokum Taku, partner at Wilson Sonsini Goodrich & Rosati, was kind enough to meet with me on Friday.
As people who read Hacker News know, I consider Yokum's Startup Company Lawyer blog indispensable for budding and active entrepreneurs. There is a wealth of information on all stages of a startup company's legal needs, free for the reading from one of the Valley's most esteemed lawyers. Yokum most recently helped bring WSGR's termsheet generator to life and drafted the publicly available Series F documents for Adeo Rossi's Founders Institute. Wilson also drafted YCombinator's "open sourced" Series AA angel financing documents. In addition to Wilson Sonsini's work, Cooley Godward drafted a set of angel funding documents released by TechStars and the NVCA also has publicly available venture funding documents, which were led by Sarah Reed of Lowenstein Sadler. While we did discuss Dawdle, Yokum was kind enough to talk to me about a question I've been asked plenty of times: "how do I get started if I don't get into YCombinator/TechStars/LaunchBox/pick the clone of your choice?" This actually ended up being a rather fascinating discussion, and with Yokum's permission, allow me to share with you what we talked about. (Quotes are from handwritten notes I took during the conversation. No recording was made.) I presented the following hypothetical to Yokum: you have two people who want to create a startup. They're convinced it has the potential to be a billion dollar company, and one of the founders was able to convince her parents to seed the company with $50,000. The other founder has an uncle who's a small-town lawyer who's willing to create and file the paperwork to set up the company for free. Given this situation, and incorporating Yokum's knowledge of financings and exits backwards and forwards, the question was "what set of documents should the founders give the uncle as a basis to form the company?" After thinking about this hypothetical, Yokum responded "I don't think those docs are out there." He volunteered that it would be "better to use [the YCombinator Series AA] docs than anything else [he] could think of", since there's "not much [the lawyer] could really screw up if he was reasonably intelligent." But Yokum did volunteer that the ideal would be to have an experienced startup attorney at an established firm draft documents for the company given the firm's standard documents. Surprised, I asked Yokum if he knew of any firm using the open sourced documents since they were available for free for anyone to use. He said there was not a lot of actual use that he knew of since every investor already has their own set of documents with their preferred terms. Yokum stated that the documents serve to "give entrepreneurs a chance to look at [sample docs] before getting educated [by] their attorneys," who ostensibly charge for the privilege. The documents effectively serve to educate startup founders for free rather than actually replace seasoned counsel doing incorporation work. Given that Yokum's advice was to forgo the free attorney and seek out experienced counsel, I asked "where does a startup founder find this counsel?" Yokum responded with a list of regions: Silicon Valley, Seattle, Austin, Boston, New York City, and DC. I joked, "not Chicago?" and he responded "well, I was just giving you a list of cities where [WSGR] has offices." (A quick one, that Yokum.) In fairness, Wilson Sonsini does not have a Boston-area office. But upon discussion, I agreed that experienced counsel would naturally arise in areas that had active levels of investment, which Yokum characterized with two things: venture investors, and "companies that 'throw off' rich people to be angels." Yokum volunteered that he only knew of one or two venture firms in Chicago, and I named a couple more in town. He then asked about angels, and I had to concede that I knew of no active Internet angels in Chicago or the Midwest as a whole. However, the list of areas that did have counsel that Yokum termed appropriate was higher than I thought it would be, meaning that there are a number of lawyers at a number of firms in a number of cities from which to choose. I asked "well, how does someone find such a lawyer?" and Yokum responded, simply, with "an introduction." He elaborated, saying that even the largest firms still do startup incorporation work, but that not every "bakery and restaurant" needs this sort of counsel. Introductions provide a filter for hard-working partners to signal that a company is worth representing. That said, Yokum was very clear: "any [WSGR] partner [in any city] is happy to sit down for coffee and chat" with founders. Yokum made the further point that any startup "[has] to network to be a successful startup company" anyway, so it wasn't unreasonable for partners to want some sort of filter to meet for coffee. I then asked "well, where should founders network to get this introduction?" Yokum, being extremely patient with me, explained his thinking: in any startup hub, there are numerous events where startup founders meet. Anyone can stick out their hand, introduce themselves to another founder, and strike up a conversation. Startup founders are generally thrilled to recommend their lawyers to another founder (if they like their counsel), so it's actually rather easy to get a name or three. Then the new company can do a little internet research and ask the founders they met at the event to do a quick e-mail introduction to the lawyer(s) they might want to represent them in their new venture. Founders should meet for coffee with those partners before they make a final decision on representation - again, any Wilson Sonsini partner will meet with you as long as you have a warm introduction. (And although it may sound like just talk, since WSGR is "Google's lawyer and Sun's lawyer", they still do startup incorporation work. As Yokum quipped, "once upon a time, we did Sun's incorporation paperwork".) I found this conversation extremely valuable: Yokum acknowledged that any set of open sourced documents wasn't appropriate to use as a "fill in the blank" template, but he also didn't state that only a small handful of Valley firms were qualified. There are a number of firms in a large number of cities that have partners that not only "do" this work, but have the requisite experience to not make the simple errors that prove costly down the road. I personally would recommend Wilson Sonsini to any potential founder given my high esteem for Yokum and his colleagues, but there are partners at other firms in all these regions that may be a better fit for your given situation. Please note that you are looking for a good fit with a particular partner, not just the "name" of the firm. Even though each firm's documents are "off the shelf" and an associate - or paralegal - will do most of the work, having a good relationship with the partner is critical for quick and accurate answers to your well-researched questions.[EDIT: Apparently YC may make their incorporation documents public, which may specifically address this issue by giving the "lawyer with a shingle" a fill-in-the-blanks template that would work: http://news.ycombinator.com/item?id=579872 ]
Economic Advice from an Entrepreneur that is Actually Doable in this Congressional Session
This past week, a group of "young Internet entrepreneurs" were invited to meet with Obama's economic team to discuss innovative ways that the government could help entrepreneurs grow in this economy. Despite my (1) avatar pledging my support of the Obama campaign and administration, (2) Illinois birth and residence, and (3) decidedly loyal Democratic activity, I was not invited despite being (a) young, (b) involved with the internet, and (c) and an entrepreneur. Next time.
I've seen some tweets and the aforelinked blog post, but I haven't seen a lot of concrete details on what was discussed. However, if Aaron's post is an indication of what was discussed, the ideas were more abstract and less immediate (more education, yay H1-Bs) than I would like. I'm also concerned that the ideas presented only apply to a miniscule subset of businesses (AMT only kicks in for employees with compensation at more than double the national average for household income). Again, I don't have a formal list of what was discussed, so I'm projecting based on Aaron's post.
I don't want to just find fault with the ideas I've seen, but rather, I'd like to examine why the ideas that were presented were presented. My thesis: because those invited were unqualified successes, and not those of us who are small but growing organically without outside funding, so the ideas they proposed reflected their reality, not the reality of the rest of us. (Threadless has revenue of $30 million a year - they have have grown organically, but they're not small any more.) Because small bootstrapped businesses and traditional small businesses (corner coffee shop, neighborhood laundromat, fledgling architect) don't have the resources of the companies invited to speak, we're both more constrained by the things government imposes on us and more likely to benefit from changes that could occur in the short term. Here are some suggestions that would help both internet startups and your traditional small business and could be changed in this Congressional session. I've grouped my four suggestions into two buckets. Bucket One: The federal government needs to simplify the incorporation process among the various states and jurisdictions.Incorporation is a mismash of state and federal law. The Cono Project, Inc. (the legal entity that owns Dawdle.com) has a federal tax ID, is incorporated in Delaware, and is headquartered in Illinois (so we're a "foreign corporation" to Jesse White and his tumblers). In addition to that, I had to file paperwork with the city of Chicago as a resident business. I only knew that I had to register The Cono Project with the city because I happened to be in the office when Table XI had a city inspector drop by and fine them. I dare you to guess which documents you need, and in what order you need them to get the next document in the process. The federal government should simplify this process, whether by legislation or regulation. It clearly has this authority under the Interstate Commerce Clause of the Constitution. There's no such thing as a purely local business anymore. Making it easier to start a company and file annual paperwork would surely make it easier for tinkerers, students, freelancers, and others to incorporate, providing them the flexibility and protection of incorporation. Quarterly estimated taxes, annual reports, and so on introduce "soft friction" that complicate the foundation and continued operation of a small business. These should be simplified and streamlined. Note that I have no complaints about the fees - just the process. It's the friction of uncertainty and the different requirements of the various overlapping jurisdictions that causes me heartburn. I propose that the federal government set mandatory guidelines for all states regarding incorporation and tax jurisdiction to simplify the incorporation and ongoing filing process. Bucket Two: The federal government needs to revamp the SBA. The SBA is a wonderful agency in theory - it has a large number of various programs tailored to an equally large number of niche constituencies. However, when you really consider all the programs, they have a single thing in common - increasing business liquidity. Loans, grants (SBIR/STTR), and investments (SBIC) are all just ways of helping companies meet expenses and grow. Helping companies navigate the cumbersome process of federal contracting is just helping companies raise funds through customers (the least dilutive source of capital). However, these programs have not adapted to the 21st century. The SBA loan program most applicable to startup small businesses - SBA Express - sends companies to private lenders for loans up to $350,000. Private lenders have collateral requirements that effectively restrict companies to use the funds for capital expenses. These banks are looking for the funds to go into inventory, large capital expenditures, or seasonal buildups that will be torn down. However, many new small businesses need funds for hiring - not secured property. As we become a knowledge economy, where we want to have jobs that cannot be exported, the current loan program should be revamped and the requirements altered to better encourage the type of companies - high intellectual capital - that are likely to provide our best jobs. I propose a new SBA lending program for amounts up to $350,000 that cannot be secured by collateral to encourage investment in knowledge workers instead of physical implements.The SBIR/STTR grant process is cumbersome and has a bias towards companies building "protectable" IP. The existence of grant writers working for profit to navigate the SBIR/STTR grant process is proof enough of the cumbersome process. It's been clear that proprietary IP has gotten out of hand and actually stifles innovation in current practice. The sponsoring government agencies for the SBIR and STTR programs require a multiple-year process to migrate from Phase I to Phase III of the programs. The most frustrating requirement is that the the entity receiving the SBIR or STTR grant must exist as a company even though SBIR and STTR grants are intended for pre-commercial research. The only pre-existing companies that can reasonably qualify are those that already have a commercial product line with researchers available to divert once the grant is received, if they are lucky enough to win grant funds from a sponsoring government agency. This reiterates the problems with the incorporation process discussed above. The SBIR/STTR grant process and structure has the perverse effect of retarding actual innovation by emphasizing the grant process itself and increasing the risk to spinning out technology from host institutions. I propose that the SBIR/STTR programs be entirely replaced with a program to spin out companies from from our nation's land grant universities via the existing technology transfer offices of those schools using standard terms and forms. The SBIC investment process is also broken. Almost any fund with actual LPs can apply to be an SBIC licensee, but many of our best investors are not SBIC licensees. Those who are in the SBIC program are restricted by geography, but there are no requirements on disbursed funds on an annual basis. And the list of SBIC investment companies by state is full of useless information - here's Illinois'. If the federal government is going to co-invest, it should demand that companies invest a set amount annually to encourage stable economic development. Given the inability of traditional VCs and early stage investors to make capital calls in this economic environment, the SBIC program could be critical in keeping the innovation engine humming while the private credit and investment markets recover. I am unpersuaded by the argument that "there is more money available than good investment opportunities". That argument appears to only be plausible - if true at all - for traditional VC investment amounts in thematic "frothy" investment cycles. I propose that the SBIC program be revamped to encourage the formation of new SBIC licensees based on industry, not geography, and that all SBIC licensees to required to disburse a given amount, which is public, per year to new investments. These four proposals would require no new money, no new institutions, no new government regulation (indeed, the first proposal would eliminate and streamline regulation), and are uncontroversial regarding incentives and purpose. All they do is bring existing institutions into the needs of the 21st century - they would reduce entrepreneur risk and make government an enabler, not a hindrance, to new company formation and hiring. There are other concerns for small businesses and startups - among all the entrepreneurs I speak to, healthcare risk comes up the most, and by a wide margin - but baby steps first.
I've seen some tweets and the aforelinked blog post, but I haven't seen a lot of concrete details on what was discussed. However, if Aaron's post is an indication of what was discussed, the ideas were more abstract and less immediate (more education, yay H1-Bs) than I would like. I'm also concerned that the ideas presented only apply to a miniscule subset of businesses (AMT only kicks in for employees with compensation at more than double the national average for household income). Again, I don't have a formal list of what was discussed, so I'm projecting based on Aaron's post.
I don't want to just find fault with the ideas I've seen, but rather, I'd like to examine why the ideas that were presented were presented. My thesis: because those invited were unqualified successes, and not those of us who are small but growing organically without outside funding, so the ideas they proposed reflected their reality, not the reality of the rest of us. (Threadless has revenue of $30 million a year - they have have grown organically, but they're not small any more.) Because small bootstrapped businesses and traditional small businesses (corner coffee shop, neighborhood laundromat, fledgling architect) don't have the resources of the companies invited to speak, we're both more constrained by the things government imposes on us and more likely to benefit from changes that could occur in the short term. Here are some suggestions that would help both internet startups and your traditional small business and could be changed in this Congressional session. I've grouped my four suggestions into two buckets. Bucket One: The federal government needs to simplify the incorporation process among the various states and jurisdictions.Incorporation is a mismash of state and federal law. The Cono Project, Inc. (the legal entity that owns Dawdle.com) has a federal tax ID, is incorporated in Delaware, and is headquartered in Illinois (so we're a "foreign corporation" to Jesse White and his tumblers). In addition to that, I had to file paperwork with the city of Chicago as a resident business. I only knew that I had to register The Cono Project with the city because I happened to be in the office when Table XI had a city inspector drop by and fine them. I dare you to guess which documents you need, and in what order you need them to get the next document in the process. The federal government should simplify this process, whether by legislation or regulation. It clearly has this authority under the Interstate Commerce Clause of the Constitution. There's no such thing as a purely local business anymore. Making it easier to start a company and file annual paperwork would surely make it easier for tinkerers, students, freelancers, and others to incorporate, providing them the flexibility and protection of incorporation. Quarterly estimated taxes, annual reports, and so on introduce "soft friction" that complicate the foundation and continued operation of a small business. These should be simplified and streamlined. Note that I have no complaints about the fees - just the process. It's the friction of uncertainty and the different requirements of the various overlapping jurisdictions that causes me heartburn. I propose that the federal government set mandatory guidelines for all states regarding incorporation and tax jurisdiction to simplify the incorporation and ongoing filing process. Bucket Two: The federal government needs to revamp the SBA. The SBA is a wonderful agency in theory - it has a large number of various programs tailored to an equally large number of niche constituencies. However, when you really consider all the programs, they have a single thing in common - increasing business liquidity. Loans, grants (SBIR/STTR), and investments (SBIC) are all just ways of helping companies meet expenses and grow. Helping companies navigate the cumbersome process of federal contracting is just helping companies raise funds through customers (the least dilutive source of capital). However, these programs have not adapted to the 21st century. The SBA loan program most applicable to startup small businesses - SBA Express - sends companies to private lenders for loans up to $350,000. Private lenders have collateral requirements that effectively restrict companies to use the funds for capital expenses. These banks are looking for the funds to go into inventory, large capital expenditures, or seasonal buildups that will be torn down. However, many new small businesses need funds for hiring - not secured property. As we become a knowledge economy, where we want to have jobs that cannot be exported, the current loan program should be revamped and the requirements altered to better encourage the type of companies - high intellectual capital - that are likely to provide our best jobs. I propose a new SBA lending program for amounts up to $350,000 that cannot be secured by collateral to encourage investment in knowledge workers instead of physical implements.The SBIR/STTR grant process is cumbersome and has a bias towards companies building "protectable" IP. The existence of grant writers working for profit to navigate the SBIR/STTR grant process is proof enough of the cumbersome process. It's been clear that proprietary IP has gotten out of hand and actually stifles innovation in current practice. The sponsoring government agencies for the SBIR and STTR programs require a multiple-year process to migrate from Phase I to Phase III of the programs. The most frustrating requirement is that the the entity receiving the SBIR or STTR grant must exist as a company even though SBIR and STTR grants are intended for pre-commercial research. The only pre-existing companies that can reasonably qualify are those that already have a commercial product line with researchers available to divert once the grant is received, if they are lucky enough to win grant funds from a sponsoring government agency. This reiterates the problems with the incorporation process discussed above. The SBIR/STTR grant process and structure has the perverse effect of retarding actual innovation by emphasizing the grant process itself and increasing the risk to spinning out technology from host institutions. I propose that the SBIR/STTR programs be entirely replaced with a program to spin out companies from from our nation's land grant universities via the existing technology transfer offices of those schools using standard terms and forms. The SBIC investment process is also broken. Almost any fund with actual LPs can apply to be an SBIC licensee, but many of our best investors are not SBIC licensees. Those who are in the SBIC program are restricted by geography, but there are no requirements on disbursed funds on an annual basis. And the list of SBIC investment companies by state is full of useless information - here's Illinois'. If the federal government is going to co-invest, it should demand that companies invest a set amount annually to encourage stable economic development. Given the inability of traditional VCs and early stage investors to make capital calls in this economic environment, the SBIC program could be critical in keeping the innovation engine humming while the private credit and investment markets recover. I am unpersuaded by the argument that "there is more money available than good investment opportunities". That argument appears to only be plausible - if true at all - for traditional VC investment amounts in thematic "frothy" investment cycles. I propose that the SBIC program be revamped to encourage the formation of new SBIC licensees based on industry, not geography, and that all SBIC licensees to required to disburse a given amount, which is public, per year to new investments. These four proposals would require no new money, no new institutions, no new government regulation (indeed, the first proposal would eliminate and streamline regulation), and are uncontroversial regarding incentives and purpose. All they do is bring existing institutions into the needs of the 21st century - they would reduce entrepreneur risk and make government an enabler, not a hindrance, to new company formation and hiring. There are other concerns for small businesses and startups - among all the entrepreneurs I speak to, healthcare risk comes up the most, and by a wide margin - but baby steps first.
Quick Compare-and-Contrast of the Y Combinator and TechStars Series AA Model Documents
It's very clear to me that these documents were substantially informed by the YC docs' terms but that they were adapted from standard VC documents, and aren't just mere re-wordings of the YC documents. Again, these documents and the YC docs are for the round *after* TS/YC funding. Lastly, I'm just comparing the Term Sheets here (although I've browsed through the legal documents). For my analysis of the YC documents, see my previous blog post.
Substantively, the instrument is the same as the Series AA Shares in the YC documents: convertible non-participating 1.0x preferred stock at a 1:1 conversion ratio. Both the YC and TS Series AA documents give the Series AA investors rights to participate, on a pro rata basis (to maintain their ownership percentage of the Company after the closing of the Series AA round), in any subsequent financings. However, there are many things in the TechStars documents that aren't in the YC documents. First, there is a three-member Board of Directors that splits 2/1 founders/Series AA investor representative. There is no mention of the Board composition in the YC AA docs. Second, the TS documents introduce the idea of a "Qualified IPO", which is a standard VC term sheet concept. Again, the YC documents are silent on this. Third, there are specific notes about conversion price adjustments in the TS documents - the "broad-based weighted average anti-dilution protection (with customary exceptions)" is pretty standard language for a formal VC round that protects the investor in a down round. For a description of weighted average anti-dilution, see Yokum's post on the matter on his indispensable Startup Company Lawyer blog. Lastly, it's nice to see that each side is specifically responsible for their own fees in conjunction with the Series AA round. There is something in the YC documents that isn't in the TS documents - the 180 day holding period for insiders. Again, the 180 day period is awfully optimistic (especially in this environment), but it raised an eyebrow that the TS documents chose not to, at least, contain every term in the YC documents. Again, this is probably due to the TS documents coming from Cooley's standard VC round documents rather than being a Cooley version of the Wilson Sonsini YC documents. Further evidence for my theory is that, as of this writing, the Protective Provisions part of the TS term sheet makes reference to Series A, not Series AA. (Associate lawyer/paralegal oops. :) ) To me, I prefer the Cooley/TechStars documents, if only because they're more similar to standard VC documents, and I like that level of familiarity and I have nostalgia for the days when I'd wake up at 4am for a flight across the country. (Note: not true - I hate to travel and I really hate to wake up early.) The instruments are the same, however, and this is essentially just a style preference on my part. If you have any questions, fire away in the comments.Microsoft BizSpark is a joke
So I went to Thursday's big BizSpark shindig at Microsoft's fancy (very fancy) new regional office at the AON Center. Dan'l Lewin gave the speech - one that was way too focused on the startup ecosystem and less about the program benefits than I would have liked, but he's a big shot. This was clearly an important initiative for Microsoft, especially given how they've done a tremendous job of bringing on board partners for the program.
This is the thing, however - BizSpark won't save anyone any money. If you're locked into MS tools and want to build a web app, OK, great - you don't have to learn PHP/Python/Ruby/whatever and Apache. But if you're starting from scratch - there's nothing there to make you want to use Microsoft tools. So, yeah, I was there. And during the Q&A, I stood up and said "I have a public LAMP stack application; how can I use BizSpark?" And the answer I got was "Microsoft can help you scale." And Dan'l's proof was how Microsoft helped MySpace. MySpace, as many know, was built on Cold Fusion. There was nothing about how the MSDN subscriptions could help me get Office licenses. I use OpenOffice for most things, but we all use our personal computers for Dawdle, which means we use our personal licenses for MS Office. Clearly, this doesn't scale as we hire up. (BTW, the MSDN subscriptions are only for "developers", so I can't use it as a mere suit.) And, the best part - access to Azure won't be free. It'll be at "market rates." So, I could use LAMP stack tools (all free) and AWS/GAE or I could use Microsoft tools and Azure (which isn't launched yet). The MSDN subscriptions are hands-off to the business folks (you know, the least adaptable individuals in an organization). Someone at Microsoft needs to stop thinking their shit don't stank.BTW, Dawdle's already *in* BizSpark. What a waste of $100.Obsessed with the "25 Random Things" meme on Facebook
I've become obsessed with the "25 random things" meme that's sweeping over Facebook. One, they're fantastic reads, especially of people who I'm friends with but don't really know - I get to learn all sorts of things about them that I didn't know. Two, they just make me happy. They're almost universally positive, rather than being negative, "woe is me" depressive missives. If you know anything about me, a lot of what drives me is finding ways to make other people happy - from being a Democrat (not having to worry about health care lets you have more time to do other stuff) to starting Dawdle (being able to sell stuff online quickly gives you more time to do other stuff). Third, the mechanics of how and why it took off in the last week are fascinating.
Let's look at the instructions:Rules: Once you've been tagged, you are supposed to write a note with 25 random things, facts, habits, or goals about you. At the end, choose 25 people to be tagged. You have to tag the person who tagged you. If I tagged you, it's because I want to know more about you. (To do this, go to "notes" under tabs (or the + sign) on your profile page, paste these instructions in the body of the note, type your 25 random things, tag 25 people (in the right hand corner of the app) then click publish.)
At first, I thought 25 was way too many things to write, and spreading it to 25 people was way too many people to tag. However, I was clearly wrong on both accounts. One, even though there's a fair amount of platitudes, most people are interesting enough to have a good proportion of the 25 things be worthwhile. This makes it more likely that, as News Feeds get flooded, people will take the time to read them. Secondly, tagging 25 people not only introduces a cute little parallelism, but it accounts for the dropoff in participation rates. If only ten percent of those tagged write their own note, that's 2.5 new notes that are written.
There's No Way In Hell the Ricketts Family Can Afford the Cubs
Fact: MLB teams cannot have more than 10 times their average EBITDA over the last three years, per the MLB's debt service rule, which came into effect in the 2002 collective bargaining agreement.
Thus, this means that the Cubs would have to have had average EBITDA of at least $45 million over the last three years. Stay with me here.
The best case scenario for the Cubs - PIK interest, Wrigley Field as a secured asset, is around 8% interest rate. Now, there'd probably be various tranches of debt, with a tranche secured by Wrigley Field itself probably getting less than 8% because it's backed by a hard asset, and so forth. But after talking to three different sources in private equity, 8% is the best reasonable case for an interest rate.
Based on the amortization table I've put together, that means that the Cubs would have debt service obligations of around $40 million annually. I am reliably told that the Cubs do not make $40 million in free cash flow per year. With their share of CSN Chicago, it might be doable, but it's certainly tight. As we've seen over the last few months, sports are not recession-proof, especially for the high value luxury suites, corporate sponsorships, and box seats.
So 1) the $450 million in debt is clearly in violation of MLB's debt service rule and 2) there's a pretty good chance that the Ricketts can't afford the payments on the debt on the proposed 450/450 transaction.
I submit that there's no way in hell the Ricketts family can afford the Cubs. They might be able to secure $450 million in debt, so Sam Zell will get his money, but they won't be able to service it after the sale. This will mean that MLB will have to step in - as they did for the Diamondbacks - to help with the debt obligation. That means the Ricketts would have to gut the Cubs to pay down debt. And you thought Cardinal fans were pissed at ownership.
The only way this works is if there are subsidies - from the City of Chicago or the State of Illinois. Or from MLB. In the first case, taxpayers are on the hook. And this isn't like the Yankees and the Mets getting a break to build their stadia. It would be a taxpayer subsidy for a private sale. And if it's from MLB, that's coming from the pockets of the 29 other teams, including the White Sox. I'd be disappointed if Jerry Reinsdorf was party to a giveaway to the northsiders.