去年的新书，硅谷很热，但一直没翻译成中文。作者是A16Z的Scott Kupop，总体上还是一本不错的，很适合从业者读一读的书，内容相对通俗易懂，但依然能带来很多思考。按照惯例，做些摘录，再补充些思考。
Intro
“There are far too many important nuances in the VC field, with lots of different firms that invest at different stages, under different investment theses, with different portfolio constructions, and different return expectations. Not to mention different personalities. And that’s just on the venture capitalist side of things. More importantly, no two entrepreneurs are the same. The innovative, often world-changing companies they create always come with a unique set of opportunities, challenges, and conditions to be navigated.”
这是对VC所面对状态的最好描述，没有什么是一成不变的，每天遇见的事情项目和人都完全不一样，却在追寻着类似的成功，找到那些能将运气、挑战集合到一起的革命性公司。
But writing the check is simply the beginning of our engagement; the hard work begins when we engage with startups to help entrepreneurs turn their ideas into successful companies. The reality is that those who are successful in our field do not just pick winners. We work actively with our investments to help them throughout the company-building life cycle over a long period of time.
完成投资才是投资的开始，接下来的事情甚至更重要，如何协助公司实现长期的成功。
The VCs are repeat players and thus have the benefit of lots of years of developing their understanding of the various mechanics (especially when negotiating term sheets), whereas founders have been through the process only a handful of times, at most.
VC投资是种重复博弈，创始人大都没几次类似的机会。正因如此，VC持续积累经验是件很有价值的事情。
Chapter 1
“About $36 billion went into new startups in 1999, which was approximately double what had been invested the prior year (although that’s now less than half of what was invested in 2017). Additionally, limited partners committed more than $100 billion of new capital to the venture capital industry in 2000, a record that hasn’t come close to being broken since! By comparison, limited partners committed about $33 billion in funding in 2017.
美国历史上VC泡沫的真实状况：1999年的360亿美元的规模，2000年飚至1000亿美元，但直到2017年还尚未恢复至1999年的水平。有点可能类似国内2015年至今的这波爆发，好日子不会那么快回来，但行业会更务实地回到陆地，关注商业本质。
“To give you some perspective on these numbers, the global buyout industry raised about $450 billion in 2017. The hedge fund industry manages north of $3 trillion. The US GDP is about $17 trillion. So, by any measure, the venture capital industry represents a tiny amount of capital at work in the broader financial system.”
和并购基金4500亿美元的规模比，VC真是个小行业。
“Though timing isn’t everything, timing is definitely something—it’s a big reason why we now see many ideas that failed in the dot-com bubble being reincarnated as successful businesses two decades later. ”
时机是关键。
“Live to fight another day” is another great startup mantra to always keep front and center in your mind. Of course, as John Maynard Keynes reminded us, this applies to almost every financial endeavor: “The markets can remain irrational longer than you can remain solvent.” Cash is undoubtedly king in the startup world—and in the business world more generally.”
活到明天、现金为王的要义。
“Beginning in the early 2000s, though, there were a few significant transformations in the startup ecosystem that would change things in the entrepreneurs’ favor. First, the amount of capital required to start a company began to decline; this continues in earnest even today. The second material transformation in the startup ecosystem was the advent of an incubator known as Y Combinator. The import of YC, I believe, is that it has educated a whole range of entrepreneurs on the process of starting a company, of which raising capital from VCs is an integral part.
VC行业虽然今天的工作手段还很原始，也没有什么教科书，但其实行业本身面临着巨大的变革，一是创业成本的下降，以ing程度上带来了天使投资的机会，低成本创业的机会；二是YC模式的出现，系统化底教育创业者成为企业家。
What Marc and Ben saw was this fundamental shift in the landscape that would no longer make access to capital alone a sufficient differentiator for VC firms. Rather, in their view, VCs would need to provide something more than simply capital, for that was becoming a commodity, and instead, in this post-2005 era of VC, firms would need to compete for the right to fund entrepreneurs by providing something more.What that “something more” would be was informed by their thinking around the nature of technology startup ventures. This affinity between the identification of the problem to be solved and the development of the product or service that in fact solves the problem is a key component of successful tech startups. No doubt that effective sales and marketing, capital deployment, and team building, among others, are also crucial ingredients to success, but fundamentally tech startups need to “fit” a market problem to a compelling market solution to have a shot at success. Thus, to increase the odds of ultimately building a widely successful and valuable company, Marc and Ben had a thesis that founders should ultimately be product/engineering types and that there should be a tight coupling between the product visionary and the individual responsible for driving the company’s strategy and resource allocation decisions. Those latter responsibilities are typically the province of the CEO. Therefore, Marc and Ben had a predilection for backing CEOs who were also the source of the company’s product vision.”
As a result, the “something more” that Marc and Ben decided to build Andreessen Horowitz around was a network of people and institutions that could improve the prospects for founding product CEOs to become world-class CEOs. Most of our employees focus on that “something more,” spending their days building relationships with people and institutions that can help improve the likelihood of our founder CEOs building enduring and valuable companies.”
Someing More是新时代对VC的要求，A16Z早在十年前就看到了，重要的通过人脉协助创始人成长为世界级的企业家。
We know that the odds of success for most entrepreneurial endeavors are small and that the ones that make it do so due to a unique combination of vision, inspiration, grit, and a healthy dose of luck.”
成功不容易，需要创业者的愿景、灵感、勇气和一点点运气的独特组合。
2
So, if we agree that VC is an asset class, why is it not a “good” one? Simply because the median returns are not worth the risk or the illiquidity that the average VC investor has to put up with.Most significantly, VC returns do not follow a normal distribution.Instead, VC firm results tend to follow more of a power-law curve. That is, the distribution of returns is not normal, but rather heavily skewed, such that a small percentage of firms capture a large percentage of the returns to the industry.
私募股权可能是个好的资产类别，但是单看VC的话，似乎并不是。因为VC的收益分布不是正态分布，而是幂律分布，少数人拿走了行业的大多数回报。
“First, signaling matters. Venture firms develop a reputation for backing successful startup companies, and that positive brand signaling enables those firms to continue to attract the best new entrepreneurs.”
VC行业幂律分布的首要原因是信号理论，会出现头部机构的资源聚集现象。
“But failing to invest in a winner means that you forfeit all the asymmetric upside that comes along with that investment. Missing the next Facebook or Google is no doubt painful, and depending on the rest of your portfolio, can be career ending for a VC.
错过好项目对VC而言会是个致命的损失。
“Once that investment round is completed, in most cases that investment opportunity is gone forever. There will never be another first round of financing for Facebook. So whatever return is ultimately generated from that first round of investment accrues to a very small set of fortunate investors.”
下一轮再说并不是个好选择。这轮完了就完了，就是永远错过了。
“First, diversification is a bad strategy for investing in VC firms. If you are an institutional investor who is lucky enough to have built a roster of successful firms whose returns are not the median but in the high-return section of the power-law curve, you don’t want to diversify. Returns in the top end of VC funds can often be as much as 3,000 basis points higher than at the bottom end; dispersion of returns is huge when you have power-law distributions.
幂律分布的VC领域，LP的配置策略不应该是多元化，而是要在头部机构上集中配置。
“And that brings us to the second implication—it’s very hard for new firms to break into the industry and be successful.
也是幂律的原因，新VC胜出会非常难。
“Over time, funds that generate two and a half to three times net returns to their investors will be in the good portion of the power-law curve distribution and continue to have access to institutional capital.
LP拿到2.5倍的净回报是个持续获得LP投资的基础。
“In VC, all we really care about is the at bats per home run. That is, the frequency with which the VC gets a return of more than ten times her investment—which we consider a home run. If you do the math, you’ll see that VCs can get a lot of things wrong.
VC的核心是要关注10倍收益项目的频率。
Chapter 3
“when many VCs are evaluating a startup for possible investment, qualitative evaluations dwarf quantitative ones.it turns out that there are qualitative and high-level quantitative heuristics that VCs use to evaluate the prospects for an investment. And they generally fall into three categories: people, product, and market.”
早期项目的评估，定性评估更多，关键是三点：团队、产品和市场。
“But the old adage “garbage in, garbage out” is particularly apt for early-stage venture investing. There simply aren’t enough financial metrics to meaningfully model future potential returns for a business that just doesn’t exist beyond the PowerPoint slides the entrepreneur has put together ”
垃圾进、垃圾出，这是核心。所以基于不靠谱的财务预测是得不出有效结论的，还是要回到商业本质。
“John Doerr, a VC from the firm Kleiner Perkins, is famous for purportedly saying that a cardinal rule of venture capital is “No conflict, no interest,” but the reality of modern VC is that conflict is king.
没有利益，就不会有冲突。反着看，冲突到是个好事情，因为是源于有利益在。
“Every investment decision has infinite opportunity cost in that it likely prevents you as a VC from investing in a direct competitor in that space; you have picked your horse to ride.In light of this, among the cardinal sins of venture capital is getting the category right (meaning that you correctly anticipated that a big company could be built in a particular space) but getting the company wrong ”
机会成本是个很重要的事情，赛道选对了但选手搞错了的事情更悲催。
“First, what is the unique skill set, background, or experience that led this founding team to pursue this idea? My partners use the concept of a “product-first company” versus a “company-first company.”
产品第一还是公司优先的分类。
“In particular, VCs are trying to determine whether this founder will be able to create a compelling story around the company mission in order to attract great engineers, executives, sales and marketing people, etc. In the same vein, the founder has to be able to attract customers to buy the product, partners to help distribute the product, and, eventually, other VCs to fund the business beyond the initial round of financing. ”
“it most eloquently: Science advances one funeral at a time. Simply put, it’s hard to get people to adopt new technologies.So new products won’t succeed if they are marginal improvements against the existing state of the art. They need to be ten times better or ten times cheaper than current best in class to compel companies and consumers to adopt.”
带来十倍改变的产品才可能被大家所接受。
“Ben Horowitz uses the difference between a vitamin and an aspirin to articulate this point. Vitamins are nice to have; they offer some potential health benefits, but you probably don’t interrupt your commute when you are halfway to the office to return home for the vitamin you neglected to take before you left the house. It also takes a very, very long time to know if your vitamins are even working for you. If you have a headache, though, you’ll do just about anything to get an aspirin! They solve your problem and they are fast acting. Similarly, products that often have massive advantages over the status quo are aspirins; VCs want to fund aspirins.”
再好不过的比喻了，你的产品是阿司匹林还是维生素？
“If the adage in real estate is “Location, location, location,” the saying in venture capital goes “Market size, market size, market size.” Big markets are good; small markets are bad.Andy Rachleff, a founder of Benchmark Capital, has said that companies can succeed in great markets even with mediocre teams but that great teams will always lose to a bad market.
市场规模的重要性不言而喻，大市场里面中等团队也能做好，但小市场里优秀团队也难获胜。
4
“In the US, to maintain their tax-free status, foundations are required to pay out 5 percent of their funds each year in support of their mission. Thus, over the long term, real returns from venture capital and other investments need to exceed this 5 percent payout level to ensure a foundation’s perpetual existence.”
美国的慈善基金每年要至少捐出5%的资产才能保持免税状态，这也产生了其投资于PE/VC的激励——只有获得超额回报才能保持基金的规模——这是个重要目标。
“Yale also relies heavily on external asset managers versus doing most of its investing directly in-house. Harvard most notably experimented with running much of its endowment in-house before abandoning that strategy, but Swensen has been a longtime proponent of external managers. In fact, most of the due diligence that the Yale team does in analyzing investment opportunities is to analyze what makes a manager unique and how appropriately aligned they are with the endowment’s overall long-term financial goals.”
哈佛耶鲁基金会都曾大量内部投资团队，但慢慢都转向了外部基金团队，术业有专攻。这其实就是趋势。
“Missing a great vintage can be the difference between realizing long-term outsize returns in VC and not getting paid adequately for the risk and illiquidity of the asset class. Yet again, our friend the power-law curve enters the story.”
对基金来说，成立年份就像葡萄酒的年份一样重要，很大程度上决定了后面的回报。非常有意思的观察。
5
“One phrase you often hear in the hallowed halls of VC firms is “lemons ripen early.” That is, the nonperforming companies tend to manifest themselves close in time to the initial investment. Interestingly, this exacerbates the J-curve problem in that not only are VCs investing cash in the early years of a fund, but the nonperforming assets are certainly not helping the GP return money to the LPs.”
VC现金流的J曲线特征，不只是投资期的原因，也有很大程度是烂项目在投资期都会很快暴露失败的原因。
“Option pricing model—The newest (at least to VC firms) tool in the valuation tool. OPM will assign a value to the Series A and B that is a substantial discount to the price of five dollars per share that is assigned to the Series C.”
OPM模型居然是VC行业最领先的估值模型了。
“Just as is the case with founders and employees of startup companies (more on this later), most GPs have to vest their share of the carry pool over time. “Vesting” means that you accrue ownership over a specific period of time, such that if you leave the firm before that time expires, you would have earned only that proportion of the carry that equates to your time at the firm. Recall that the life of most of the funds is ten years, so naturally some venture firms want to ensure that GPs are financially incented over the life of the fund by having a ten-year vesting period. But, again, different firms handle this differently.”
期权的常规成熟方案，GP也是，服务满1年才能成熟，否则没有；之后按月成熟；离职了90天行权期。
6
“Intellectual property is the lifeblood of most startup companies, so we need to protect it carefully. Mechanically, we do this by having founders sign what’s called an invention and assignment agreement. Basically, this agreement says that the founder is assigning to the company the creations that she has invented, other than an enumerated list of prior inventions that the founder claims for her own.So the best thing you can do if you are thinking about starting a company is to invest in a real “clean room” in which to develop your foundational intellectual property.”
知识产权太重要了。
“While the “refresher” grants are often smaller than the initial grants, Tesla has been rumored to have turned this a bit on its head.Tesla generally provides smaller stock option grants to its employees upon hiring and, for top-performing employees, grants increasingly larger amounts of options as part of their refresher program.”
续聘期权的讨论，很有意思，其实老员工的价值更大，值得更多。
7
“In similar fashion, the right time to raise capital is when the capital is available。
最合适的募资时机就是有钱能募的时候。
“Thus, if you are raising your first round of financing (typically called the Series A round), you will want to raise an amount of money that gives you enough runway to get to the milestones you will need to hit to be able to successfully raise the next round of financing (the Series B) at (hopefully) a higher valuation than the A round”
实现里程碑是关键。
“One big mistake we at a16z have seen entrepreneurs make is to raise too small an amount of money at an aggressive valuation, which is precisely the thing you don’t want to do. This establishes the high-watermark valuation, but without the financial resources to be able to achieve the business goals required to safely raise your next round well above the current round’s valuation.”
募资金额不能太小，要能到下一轮。
“We recovered from this—and granted, the dot-com bubble was a crazy time—but nonetheless it served to remind us of three very important lessons. First, employees do often judge the success of the business at least in part on the external measure of valuation in a financing round. Second, even if that valuation looks great in the absolute sense (or in the relative sense, compared with your previous round of financing), employees are likely to compare it to other companies that have raised money recently, in many cases independent of whether those companies are relevant benchmarks. Third, never underestimate the value of always maintaining momentum in the business, one measure of which may be a successful financing round.”
很重要的三件事，员工会经常用公司的融资估值来评价公司的成功；如果估值还不错，员工会和其他公司比较近期融资；第三是不要低估保持业务和融资趋势的价值，员工会看公司是否走下坡路。
8
“You should be industrious enough to find someone who knows some-one who has some relation to a VC. While I recognize in some cases this can be challenging, it’s a great test of your mettle as a startup CEO. If you can’t find a creative way to get to a VC, then, for example, how are you going to find a way to get to the senior executive at a potential customer prospect of yours?”
融资找机构，首先要通过找熟人。这点和雷老板说的非常一致，是个有效的筛选方法。
“It is those few home runs that return ten to twenty-five times, or more, of the VCs’ invested capital that will make or break their business.So your job as an entrepreneur is simple: Convince a VC that your company has the potential to be one of those outliers. ”
“Network effects of course don’t exist in every market, but this line of reasoning could be (and has been) applied to lots of pitches to VCs.Many startups are going after existing markets, which may themselves already be quite large. In that case, your job as an entrepreneur is to fit yourself into that market and explain what macro trends are evolving in that market that create an opportunity for you to own it.”
网络效应不会哪里都有，有网络效应的现有市场一般都很大了，除非是市场有很大的变化才能出现新机会。
“Great organic founder-market fit: the solution was derived from a personal experience of hardship, around which the entrepreneur felt compelled to build a company.”
“We talk a lot at Andreessen Horowitz about storytelling skills as a good indicator of potential success in an entrepreneur. And to be clear, we are using the word “story” in its purest sense; that is, the ability to captivate an audience (whether that audience is employees, customers, partners, financiers, etc.) and take them along for the proverbial ride.”
讲故事能力是个关键指标。
“Your product plan comes next in pitching the business opportunity. We mentioned earlier that no VC expects you to be clairvoyant about the precise needs of the market, but they are evaluating the process by which you came to your initial product plan.”
“At this earlier stage of development of the SAAS market, the SMBs just hadn’t deployed enough SAAS applications to take advantage of the automation the Okta software provided. As the SAAS market began to mature and the SMBs started to invest in more SAAS applications, the SMBs also ultimately became good customer prospects for Okta.
“One side note on the context of adaptability: A hallmark of startup companies is that they often “pivot”—this is a euphemistic way of saying that the original product, go-to-market, etc., didn’t quite work in the way you expected, so you decide to change that aspect of the business and try again. Some pivots can be minor adjustments, while others might be wholesale changes of direction.”
“This is why VCs care about the achievability of the milestones you are laying out; in most cases, they don’t want to be, or can’t afford to be, the only capital provider at the next round of financing, so they are trying to estimate the risk of you (and them) getting stranded at the next round.”
VC的核心是要实现预定的里程碑，到下一轮的里程碑。
9
“So even if we get the comparables right, who knows if we will get our revenue forecast right—garbage in, garbage out. VCs often joke that “we can make the spreadsheet say whatever we want.More significantly for startups—for those of you familiar with discounted cash flow models—because they tend to consume cash in the early years and (hopefully) generate cash in the mature years, most of the value in a discounted cash flow model will come from the far-out years, where the certainty of forecasts gets even more fuzzy.”
垃圾进垃圾出，瞎搞财务预测不如认真看公司的现金流。
“a “winner” means a return of ten times ”
十倍回报才算赢。
“So what would have to go right with the business for that to happen? Is the market size they are going after big enough to support a company with $100 million in revenue? What are all the things that could cause the company to fail? How do I assess the probability of each of those nodes on the decision tree toward success or failure? This is in practice the valuation idea maze that VCs go through.”
退回看估值的核心还是公司究竟能做多大，需要多大业绩才能支持IPO，进而分析可能的失败要素是否都能克服。
“Thus, redemption is extremely unusual in VC. But, for completeness, if it existed in the term sheet, it would basically allow VCF1 to give back its stock to XYZ Company at some future time period in exchange for getting its money back (and sometimes with interest).Thankfully, most venture deals keep things simple by just stipulating that the investment is in fact not redeemable.”
国外的回赎权也大都用不上。
“But hope is not a strategy, so better to be safe than sorry.
希望不是可执行的战略，所以做好事有战略保持安全，而不是其他。
10
Drag Along.If each member of the board of directors, the majority of common stock, and the majority of Preferred stock all vote in favor of an acquisition, then any of the other 2 percent shareholders (recall this was our major investor definition) gets dragged along in favor of the deal. ”
拖售权。主要是解决小股东。
“Employee and Consultant Agreements, company agrees to have all of its employees (and consultants) sign nondisclosure agreements and to assign to the company all the technology that they create while working for the company”
雇佣协议的核心条款：在职发明要归公司。
No-shop. The tie-up is in the form of preventing XYZ from being able to disclose the term sheet to other parties or pursue a deal with somebody else.”
我们讲排他，但核心似乎是避免那我们的条款去忽悠别人。这个更有意义。
“In general, simplicity is better. Even if you, the founder, have the negotiating leverage to get some highly favorable term as part of an early-stage financing, it may not always be in your best interest to exercise that leverage, as it may ultimately cost you down the line. Importantly, the same exact sentence is true for VCs.”
总体而言，简单最好。条款也是如此。
“We’ve hinted at this earlier, but the board’s non-roles are as important as its roles. ”
董事会上不要做乱很重要。
“In simple terms, the The Business Judgment Rule(BJR) says that the courts are loath to second-guess a board decision as long as, at the time the decision was made, the board acted on an informed basis, in good faith, and with the honest belief that the action taken was in the best interest of the corporation and its common shareholders.”
BJR也是个新事物，学习学习。
“In some cases, VCs will create an incentive for other existing investors to participate in the recapitalization by offering a mechanism called a “pull-up.” There are lots of flavors of pull-ups, but the basic idea is to give a participating VC credit for the new dollars she is putting into the company by allowing her to pull up some of her old liquidation preference into the go-forward capitalization. In other words, instead of wiping out 100 percent of her liquidation preference, she can carry forward some portion of it as an inducement to invest in the new financing round. As a result, down-round financings or recapitalizations, if they happen, are more often led by the existing VCs in the company.”
重组再出发有时候未必是坏事，可能会常态化。降估值的再融资也多由现有投资方参与。
“A final mechanism to consider in this circumstance is the implementation of a management incentive plan (MIP). In general, the amount of a MIP ranges from 8 to 12 percent of the purchase price of the acquisition, and the beneficiaries of the MIP are agreed upon by the board.”
居然还有MIP这种计划，绝了。倒是很有道理。
“Most importantly, companies get bought, not sold. That is, it’s very difficult to wake up one day and decide you want to sell your company and assume that you can just call up a bunch of potential suitors and have them champing at the bit to acquire you. ”
好的公司是用来买的，不是卖的。应该是巴菲特也说过类似的话，主要再说不要轻易卖掉好公司，而这里的意思是要能把自己公司做成别人愿意买的公司很重要，才好卖。
“We’re discussing acquisitions first, because that is the predominant form of exit in the VC world. There was a time—most of the first twenty to thirty years of the history of venture capital—where exits were fairly evenly distributed between acquisitions and IPOs. But as we discussed earlier in the book, starting in the late 1990s (excepting, of course, the dot-com bubble of 1999 and 2000), the number of IPOs started to decline fairly precipitously. As a result, if you look at VC exits today, more than 80 percent come via acquisition, a far cry from the fifty-fifty split between acquisitions and IPOs that dominated most of VC history
并购退出已经越来越成为主流了，80%会是并购退出。
“Over the more recent ten or so years, money is no longer a scarce commodity—there are plenty of VC firms with lots of capital and many more non-VC firms that provide significant amounts of particularly later-stage capital into the venture ecosystem—and thus something other than money will serve as the source of competitive differentiation in the marketplace. For a16z, investing in a team of post-investment resources is one way in which the firm hopes to compete among a group of other very successful and competitive venture firms.”
最近十年的最大变化就是，资金不再是稀缺资源了，反而成了大宗商品一般。所以VC市场的竞争更多在于差异化，如何与人不同。A16Z希望在投后上做出特色，进而有所成就。
“First, many of the traditional venture capital firms have increased their fund sizes to be able not only to fund startups in the very early stages, but also to be a source of growth capital throughout their life cycles. Second, as companies have elected to stay private longer, more nontraditional sources of growth capital have entered the financing market. Whereas public mutual funds, hedge funds, sovereign wealth funds, family offices, and other strategic sources of capital had traditionally waited for startups to go public before they would invest growth capital, nearly all these players have now made the decision to invest directly in later-stage startups while they remain in the private markets. ”
行业的变化还是很明显，成功的基金越来越大，不错的公司也越来越久地保持私有化状态。机构投资者也更多的直接从LP跳进了VC后期项目的投资中来。
“despite our having tried something new to differentiate our service offering at a16z, my partner Marc likes to keep us ahead of the curve by often asking whether we are in fact simply the most advanced dinosaurs—the implication being that we may think we look differentiated relative to others, but we are always at risk of being the last generation in the evolutionary chain of traditional venture firms.”
A16Z即便做这么好了，还依然有如此的危机感。如何与人不同，才能避免自己成为等待灭绝的恐龙。