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** Section 4 - Venture Capital part 2: Security/ Legal Structures to Protect you and make you more money ** Section 4 - Venture Capital part 2: Security/ Legal Structures to Protect you and make you more money
*** [[./mba/ch23.org][Chapter 23. VC History Review]] *** [[./mba/ch23.org][Chapter 23. VC History Review]]
*** [[./mba/ch24.org][Chapter 24. What Investors You Should Target + How Investors do Due Dilligence on You]]
*** [[./mba/ch25.org][Chapter 25. Security Structures]]
** Section 5 - Investor Valuation Topics and Dilution
*** [[./mba/ch30.org][Chapter 30. Case Study on How to Deal with VC Firms Investing in Your Company]]

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- [[https://www.udemy.com/course/an-entire-mba-in-1-courseaward-winning-business-school-prof/learn/lecture/4282862#overview][S04:L23 - VC History is Crucial to Review]] - [[https://www.udemy.com/course/an-entire-mba-in-1-courseaward-winning-business-school-prof/learn/lecture/4282862#overview][S04:L23 - VC History is Crucial to Review]]
* Notes * Notes
Venture Capital History
** Cold War
- fear of Soviet Union Communism led to creation of Venture Capitalism
- US invested in weapons technologies
- database was created by Oracle on behalf of the CIA
- GPS for missile technology
- Palantir (largers employer in Palo Alto) financed by CIAs VC division
** Peace Movement
- San Francisco youth rebelled
- Berkely
- Stanford
- Stanford got rid of all weapons research
- Stanford allowed students and teachers to create business models and make money

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#+title: Section 4 | Lesson 24 - What Investors You Should Target + How Investord do Due Dilligence on You
* Links
- [[./../mba-main.org][<Back to Main MBA]]
- [[https://www.udemy.com/course/an-entire-mba-in-1-courseaward-winning-business-school-prof/learn/lecture/4282924#overview][S04:L24 - What Investors You Should Target / Due Dilligence]]
* Notes
** NASA
Nasa was created to compete with sputnik.
Fairchild was financed by Nasa to figure out how to put transistors into the Apollo rocket.
Fairchild got too big to innovate, and people quit.
These people went on to create other companies
- AMD
- NVIDIA
** The Process
1. Founder wants to change the world
2. The company gets big
3. The executives either want to change the world or just get a paycheck
4. If they want a paycheck they won't take risks3
5. If they want to change the world they can't stand the culture and start their own company
** VC's
- VC's love backing the same executives
- top VC firms get all the great deals
- Sequoia is the best investor in CA
- Most VC's are in the bay area
- Industry is cyclical
- not as bad lately
- businsesses are easier to start and run because of all the innovations in software and hardware
** What VC's should you target
things to know:
1. stage focus
- stages are: a, b, c, d, e
- waht stage of a business do they prefer to focus on
- some businesses focus on earlier stage, some later
2. sector focus
- what industries do they tend to work with
3. reputation
- NEVER do business with bad people
- once they are on your board you are STUCK with them
4. target return date
- make sure the company understands where you are focused on getting results
5. are they founder friendly?
- do they tend to fire founders?
- do they like working with founders?
- are they here to help, or here to be a pain in the ass?
6. growth or value?
a. growth
- growing fast
- they dont' care about valuation
- good at investing in tech companies
b. value
- buy low sell high
- bad at investing in tech companies
7. do you enjoy their company
- you will be spending a LOT of time with them
- life is too short to spend on jerks
8. do you trust them?
- first 20 min your gut will tell you
- trust your gut
** how do VC firms make money: 2 and 20
1. 2% annual management fee
2. 20% incentive fee
- they take 20%
3. similar to a hedge fund
** VC legal paperwork
a. accredited investors
- legally recognized by financial authorities as eligible to invest in private markets
- venture capital
- hedge funds
- private equity
- based on income, net worth and professional criteria
- requirements for an individual
- over 200k per year for prev 2 years
- net worth exceeding $1 million, excluding priamry residence
b. offering memorandum
- legally documents that everyone has to read
** How does investing in VC work
a. capital calls
- they call you for the capital when they need it
- you agree to make an investment
- when they need part of it, they will call for part of it
b. 20% left over to avoid dilution
- they avoid using 20% of what you agreed to invest to avoid getting diluted
** How do VC firms get deals?
a. network
b. past investments
c. other VC introduce firms to VC
- firms compete and cooperate
d. work for it
- if it seems "super lucky" be skeptical
e. universities
- you meet the guys who are about to do something amazing
** How do VCs do due diligence
1. analyze competitive market
2. a report can take up to 400 pages
- linked in
- call people who know people
- size up market and create in depth financial model
** How the deals are structures
all venture capital deals will have one lead investor and a bunch of smaller investors
** Preferred Shares and Harvesting
*** who do we back
1. strong management team
- they know what they are doing, had a good exit
- good board of advisors
- ok if they failed before
2. huge tam
- (total adjustable market)
- should be at least 20 billion usd
3. strong syndicate
- the other investors before you are high quality
4. disruptive business model
- something that will change the world

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#+title: Section 4 | Lesson 25 - Not Understanding Security Structures can Hurt You
* Links
- [[./../mba-main.org][<Back to Main MBA]]
- [[https://www.udemy.com/course/an-entire-mba-in-1-courseaward-winning-business-school-prof/learn/lecture/4311456#overview][S04:L25 - Not Understanding Security Structures Can Hurt You]]
* Notes
Not understanding security structures is a death sentence
Many great websites that can also help
** common stock
- lowest of the low
- last claim on company
- can be sold to others
- if you invest in publicly trading company you'll get common
- employees usually get this
** preferred shares
- better
- liquidation preference
- in case of bankruptcy get paid first
- get dividends
- conversion
- at the IPO preferred shares convert to common shares
- usually not allowed to sell them for a period of time (6 months)
** rounds
*** down round
if you price yourself to high on a particular round, you will not be able to meet that value on the coming round, which means no one will invest in you again.
at that point you will get diluted
*** up round
if you price low, then your b series will be at a higher valuation
the venture capitalist that invested in the A round will be allowed to buy enough to give him the same number of shares.
** Convertible debt
- if the firm that gets the convertible note and can't pay the debt back, it can be converted back into stock for the investor
- company needs money between rounds
- they go to investor and say hey, gimme money as a loan
- if i can't pay back the loan, you get shares at a discount for the next round
- debt instrument and has senior debt claims over preferred shareholders3
- if firm can't pay the debt than the convertible debt holder can take the companies stuff
** Warrants
- an option to get shares later for free if they invest early
** Options
- call option: the right to BUY shares at a specified price in the future
- usually given to employees to incentivize them to stay in the company

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#+title: Section 5 | Lesson 30 - Venture Capital Part 3
* Links
- [[./../mba-main.org][<Back to Main MBA]]
- [[https://www.udemy.com/course/an-entire-mba-in-1-courseaward-winning-business-school-prof/learn/lecture/4311466#overview][S05:L30 Venture Capital Part 3]]
* Notes