{"id":968,"date":"2020-02-09T00:35:12","date_gmt":"2020-02-08T16:35:12","guid":{"rendered":"http:\/\/www.yizhayan.org\/wp\/?p=968"},"modified":"2020-02-09T16:08:53","modified_gmt":"2020-02-09T08:08:53","slug":"secrets-of-sand-hill-road","status":"publish","type":"post","link":"https:\/\/www.yizhayan.org\/wp\/?p=968","title":{"rendered":"Secrets of Sand Hill Road 2008"},"content":{"rendered":"

\u53bb\u5e74\u7684\u65b0\u4e66\uff0c\u7845\u8c37\u5f88\u70ed\uff0c\u4f46\u4e00\u76f4\u6ca1\u7ffb\u8bd1\u6210\u4e2d\u6587\u3002\u4f5c\u8005\u662fA16Z\u7684Scott Kupop\uff0c\u603b\u4f53\u4e0a\u8fd8\u662f\u4e00\u672c\u4e0d\u9519\u7684\uff0c\u5f88\u9002\u5408\u4ece\u4e1a\u8005\u8bfb\u4e00\u8bfb\u7684\u4e66\uff0c\u5185\u5bb9\u76f8\u5bf9\u901a\u4fd7\u6613\u61c2\uff0c\u4f46\u4f9d\u7136\u80fd\u5e26\u6765\u5f88\u591a\u601d\u8003\u3002\u6309\u7167\u60ef\u4f8b\uff0c\u505a\u4e9b\u6458\u5f55\uff0c\u518d\u8865\u5145\u4e9b\u601d\u8003\u3002<\/span><\/p>\n

Intro<\/span><\/p>\n

\u201cThere 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.\u00a0And that\u2019s 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.\u201d<\/span><\/p>\n

\u8fd9\u662f\u5bf9VC\u6240\u9762\u5bf9\u72b6\u6001\u7684\u6700\u597d\u63cf\u8ff0\uff0c\u6ca1\u6709\u4ec0\u4e48\u662f\u4e00\u6210\u4e0d\u53d8\u7684\uff0c\u6bcf\u5929\u9047\u89c1\u7684\u4e8b\u60c5\u9879\u76ee\u548c\u4eba\u90fd\u5b8c\u5168\u4e0d\u4e00\u6837\uff0c\u5374\u5728\u8ffd\u5bfb\u7740\u7c7b\u4f3c\u7684\u6210\u529f\uff0c\u627e\u5230\u90a3\u4e9b\u80fd\u5c06\u8fd0\u6c14\u3001\u6311\u6218\u96c6\u5408\u5230\u4e00\u8d77\u7684\u9769\u547d\u6027\u516c\u53f8\u3002<\/span><\/p>\n

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.\u00a0The 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.\u00a0<\/span><\/p>\n

\u5b8c\u6210\u6295\u8d44\u624d\u662f\u6295\u8d44\u7684\u5f00\u59cb\uff0c\u63a5\u4e0b\u6765\u7684\u4e8b\u60c5\u751a\u81f3\u66f4\u91cd\u8981\uff0c\u5982\u4f55\u534f\u52a9\u516c\u53f8\u5b9e\u73b0\u957f\u671f\u7684\u6210\u529f\u3002<\/span><\/p>\n

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.\u00a0<\/span><\/p>\n

VC\u6295\u8d44\u662f\u79cd\u91cd\u590d\u535a\u5f08\uff0c\u521b\u59cb\u4eba\u5927\u90fd\u6ca1\u51e0\u6b21\u7c7b\u4f3c\u7684\u673a\u4f1a\u3002\u6b63\u56e0\u5982\u6b64\uff0cVC\u6301\u7eed\u79ef\u7d2f\u7ecf\u9a8c\u662f\u4ef6\u5f88\u6709\u4ef7\u503c\u7684\u4e8b\u60c5\u3002<\/span><\/p>\n

Chapter 1<\/span><\/p>\n

\u201cAbout $36 billion went into new startups in 1999, which was approximately double what had been invested the prior year (although that\u2019s now less than\u00a0half 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\u2019t come close to being broken since! By comparison, limited partners committed about $33 billion in funding in 2017.<\/span><\/p>\n

\u7f8e\u56fd\u5386\u53f2\u4e0aVC\u6ce1\u6cab\u7684\u771f\u5b9e\u72b6\u51b5\uff1a1999\u5e74\u7684360\u4ebf\u7f8e\u5143\u7684\u89c4\u6a21\uff0c2000\u5e74\u98da\u81f31000\u4ebf\u7f8e\u5143\uff0c\u4f46\u76f4\u52302017\u5e74\u8fd8\u5c1a\u672a\u6062\u590d\u81f31999\u5e74\u7684\u6c34\u5e73\u3002\u6709\u70b9\u53ef\u80fd\u7c7b\u4f3c\u56fd\u51852015\u5e74\u81f3\u4eca\u7684\u8fd9\u6ce2\u7206\u53d1\uff0c\u597d\u65e5\u5b50\u4e0d\u4f1a\u90a3\u4e48\u5feb\u56de\u6765\uff0c\u4f46\u884c\u4e1a\u4f1a\u66f4\u52a1\u5b9e\u5730\u56de\u5230\u9646\u5730\uff0c\u5173\u6ce8\u5546\u4e1a\u672c\u8d28\u3002<\/span><\/p>\n

\u201cTo 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.\u201d<\/span><\/p>\n

\u548c\u5e76\u8d2d\u57fa\u91d14500\u4ebf\u7f8e\u5143\u7684\u89c4\u6a21\u6bd4\uff0cVC\u771f\u662f\u4e2a\u5c0f\u884c\u4e1a\u3002<\/span><\/p>\n

\u201cThough timing isn\u2019t everything, timing is definitely something\u2014it\u2019s a big reason why we now see many ideas that failed in the dot-com bubble being reincarnated as successful businesses two decades later. \u201d<\/span><\/p>\n

\u65f6\u673a\u662f\u5173\u952e\u3002<\/span><\/p>\n

\u201cLive to fight another day\u201d 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: \u201cThe markets can remain irrational longer than you can remain solvent.\u201d Cash is undoubtedly king in the startup world\u2014and in the business world more generally.\u201d<\/span><\/p>\n

\u6d3b\u5230\u660e\u5929\u3001\u73b0\u91d1\u4e3a\u738b\u7684\u8981\u4e49\u3002<\/span><\/p>\n

\u201cBeginning in the early 2000s, though, there were a few significant transformations in the startup ecosystem that would change things in the entrepreneurs\u2019 favor.\u00a0First, 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.\u00a0<\/span><\/p>\n

VC\u884c\u4e1a\u867d\u7136\u4eca\u5929\u7684\u5de5\u4f5c\u624b\u6bb5\u8fd8\u5f88\u539f\u59cb\uff0c\u4e5f\u6ca1\u6709\u4ec0\u4e48\u6559\u79d1\u4e66\uff0c\u4f46\u5176\u5b9e\u884c\u4e1a\u672c\u8eab\u9762\u4e34\u7740\u5de8\u5927\u7684\u53d8\u9769\uff0c\u4e00\u662f\u521b\u4e1a\u6210\u672c\u7684\u4e0b\u964d\uff0c\u4ee5ing\u7a0b\u5ea6\u4e0a\u5e26\u6765\u4e86\u5929\u4f7f\u6295\u8d44\u7684\u673a\u4f1a\uff0c\u4f4e\u6210\u672c\u521b\u4e1a\u7684\u673a\u4f1a\uff1b\u4e8c\u662fYC\u6a21\u5f0f\u7684\u51fa\u73b0\uff0c\u7cfb\u7edf\u5316\u5e95\u6559\u80b2\u521b\u4e1a\u8005\u6210\u4e3a\u4f01\u4e1a\u5bb6\u3002<\/span><\/p>\n

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 \u201csomething more\u201d would be was informed by their thinking around the nature of technology startup ventures.\u00a0This 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 \u201cfit\u201d a market problem to a compelling market solution to have a shot at success.\u00a0Thus, 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\u2019s 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\u2019s product vision.\u201d<\/span><\/p>\n

\u00a0<\/p>\n

As a result, the \u201csomething more\u201d 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.\u00a0Most of our employees focus on that \u201csomething more,\u201d spending their days building relationships with people and institutions that can help improve the likelihood of our founder CEOs building enduring and valuable companies.\u201d<\/span><\/p>\n

Someing More\u662f\u65b0\u65f6\u4ee3\u5bf9VC\u7684\u8981\u6c42\uff0cA16Z\u65e9\u5728\u5341\u5e74\u524d\u5c31\u770b\u5230\u4e86\uff0c\u91cd\u8981\u7684\u901a\u8fc7\u4eba\u8109\u534f\u52a9\u521b\u59cb\u4eba\u6210\u957f\u4e3a\u4e16\u754c\u7ea7\u7684\u4f01\u4e1a\u5bb6\u3002<\/span><\/p>\n

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.\u201d<\/span><\/p>\n

\u6210\u529f\u4e0d\u5bb9\u6613\uff0c\u9700\u8981\u521b\u4e1a\u8005\u7684\u613f\u666f\u3001\u7075\u611f\u3001\u52c7\u6c14\u548c\u4e00\u70b9\u70b9\u8fd0\u6c14\u7684\u72ec\u7279\u7ec4\u5408\u3002<\/span><\/p>\n

2<\/span><\/p>\n

So, if we agree that VC is an asset class, why is it not a \u201cgood\u201d 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.<\/span><\/p>\n

\u79c1\u52df\u80a1\u6743\u53ef\u80fd\u662f\u4e2a\u597d\u7684\u8d44\u4ea7\u7c7b\u522b\uff0c\u4f46\u662f\u5355\u770bVC\u7684\u8bdd\uff0c\u4f3c\u4e4e\u5e76\u4e0d\u662f\u3002\u56e0\u4e3aVC\u7684\u6536\u76ca\u5206\u5e03\u4e0d\u662f\u6b63\u6001\u5206\u5e03\uff0c\u800c\u662f\u5e42\u5f8b\u5206\u5e03\uff0c\u5c11\u6570\u4eba\u62ff\u8d70\u4e86\u884c\u4e1a\u7684\u5927\u591a\u6570\u56de\u62a5\u3002<\/span><\/p>\n

\u201cFirst, 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.\u201d<\/span><\/p>\n

VC\u884c\u4e1a\u5e42\u5f8b\u5206\u5e03\u7684\u9996\u8981\u539f\u56e0\u662f\u4fe1\u53f7\u7406\u8bba\uff0c\u4f1a\u51fa\u73b0\u5934\u90e8\u673a\u6784\u7684\u8d44\u6e90\u805a\u96c6\u73b0\u8c61\u3002<\/span><\/p>\n

\u201cBut 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.<\/span><\/p>\n

\u9519\u8fc7\u597d\u9879\u76ee\u5bf9VC\u800c\u8a00\u4f1a\u662f\u4e2a\u81f4\u547d\u7684\u635f\u5931\u3002<\/span><\/p>\n

\u201cOnce 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.\u201d<\/span><\/p>\n

\u4e0b\u4e00\u8f6e\u518d\u8bf4\u5e76\u4e0d\u662f\u4e2a\u597d\u9009\u62e9\u3002\u8fd9\u8f6e\u5b8c\u4e86\u5c31\u5b8c\u4e86\uff0c\u5c31\u662f\u6c38\u8fdc\u9519\u8fc7\u4e86\u3002<\/span><\/p>\n

\u201cFirst, 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\u2019t 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.\u00a0<\/span><\/p>\n

\u5e42\u5f8b\u5206\u5e03\u7684VC\u9886\u57df\uff0cLP\u7684\u914d\u7f6e\u7b56\u7565\u4e0d\u5e94\u8be5\u662f\u591a\u5143\u5316\uff0c\u800c\u662f\u8981\u5728\u5934\u90e8\u673a\u6784\u4e0a\u96c6\u4e2d\u914d\u7f6e\u3002<\/span><\/p>\n

\u201cAnd that brings us to the second implication\u2014it\u2019s very hard for new firms to break into the industry and be successful.\u00a0<\/span><\/p>\n

\u4e5f\u662f\u5e42\u5f8b\u7684\u539f\u56e0\uff0c\u65b0VC\u80dc\u51fa\u4f1a\u975e\u5e38\u96be\u3002<\/span><\/p>\n

\u201cOver 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.<\/span><\/p>\n

LP\u62ff\u52302.5\u500d\u7684\u51c0\u56de\u62a5\u662f\u4e2a\u6301\u7eed\u83b7\u5f97LP\u6295\u8d44\u7684\u57fa\u7840\u3002<\/span><\/p>\n

\u201cIn 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\u2014which we consider a home run. If you do the math, you\u2019ll see that VCs can get a lot of things wrong.\u00a0<\/span><\/p>\n

VC\u7684\u6838\u5fc3\u662f\u8981\u5173\u6ce810\u500d\u6536\u76ca\u9879\u76ee\u7684\u9891\u7387\u3002<\/span><\/p>\n

Chapter 3<\/span><\/p>\n

\u201cwhen 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.\u201d<\/span><\/p>\n

\u65e9\u671f\u9879\u76ee\u7684\u8bc4\u4f30\uff0c\u5b9a\u6027\u8bc4\u4f30\u66f4\u591a\uff0c\u5173\u952e\u662f\u4e09\u70b9\uff1a\u56e2\u961f\u3001\u4ea7\u54c1\u548c\u5e02\u573a\u3002<\/span><\/p>\n

\u201cBut the old adage \u201cgarbage in, garbage out\u201d is particularly apt for early-stage venture investing. There simply aren\u2019t enough financial metrics to meaningfully model future potential returns for a business that just doesn\u2019t exist beyond the PowerPoint slides the entrepreneur has put together \u201d<\/span><\/p>\n

\u5783\u573e\u8fdb\u3001\u5783\u573e\u51fa\uff0c\u8fd9\u662f\u6838\u5fc3\u3002\u6240\u4ee5\u57fa\u4e8e\u4e0d\u9760\u8c31\u7684\u8d22\u52a1\u9884\u6d4b\u662f\u5f97\u4e0d\u51fa\u6709\u6548\u7ed3\u8bba\u7684\uff0c\u8fd8\u662f\u8981\u56de\u5230\u5546\u4e1a\u672c\u8d28\u3002<\/span><\/p>\n

\u201cJohn Doerr, a VC from the firm Kleiner Perkins, is famous for purportedly saying that a cardinal rule of venture capital is \u201cNo conflict, no interest,\u201d but the reality of modern VC is that conflict is king.\u00a0<\/span><\/p>\n

\u6ca1\u6709\u5229\u76ca\uff0c\u5c31\u4e0d\u4f1a\u6709\u51b2\u7a81\u3002\u53cd\u7740\u770b\uff0c\u51b2\u7a81\u5230\u662f\u4e2a\u597d\u4e8b\u60c5\uff0c\u56e0\u4e3a\u662f\u6e90\u4e8e\u6709\u5229\u76ca\u5728\u3002<\/span><\/p>\n

\u201cEvery 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 \u201d<\/span><\/p>\n

\u673a\u4f1a\u6210\u672c\u662f\u4e2a\u5f88\u91cd\u8981\u7684\u4e8b\u60c5\uff0c\u8d5b\u9053\u9009\u5bf9\u4e86\u4f46\u9009\u624b\u641e\u9519\u4e86\u7684\u4e8b\u60c5\u66f4\u60b2\u50ac\u3002<\/span><\/p>\n

\u201cFirst, 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 \u201cproduct-first company\u201d versus a \u201ccompany-first company.\u201d<\/span><\/p>\n

\u4ea7\u54c1\u7b2c\u4e00\u8fd8\u662f\u516c\u53f8\u4f18\u5148\u7684\u5206\u7c7b\u3002<\/span><\/p>\n

\u201cIn 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. \u201d<\/span><\/p>\n

\u201cit most eloquently: Science advances one funeral at a time. Simply put, it\u2019s hard to get people to adopt new technologies.So new products won\u2019t 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.\u201d<\/span><\/p>\n

\u5e26\u6765\u5341\u500d\u6539\u53d8\u7684\u4ea7\u54c1\u624d\u53ef\u80fd\u88ab\u5927\u5bb6\u6240\u63a5\u53d7\u3002<\/span><\/p>\n

\u201cBen 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\u2019t 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\u2019ll 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.\u201d<\/span><\/p>\n

\u518d\u597d\u4e0d\u8fc7\u7684\u6bd4\u55bb\u4e86\uff0c\u4f60\u7684\u4ea7\u54c1\u662f\u963f\u53f8\u5339\u6797\u8fd8\u662f\u7ef4\u751f\u7d20\uff1f<\/span><\/p>\n

\u201cIf the adage in real estate is \u201cLocation, location, location,\u201d the saying in venture capital goes \u201cMarket size, market size, market size.\u201d 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.<\/span><\/p>\n

\u5e02\u573a\u89c4\u6a21\u7684\u91cd\u8981\u6027\u4e0d\u8a00\u800c\u55bb\uff0c\u5927\u5e02\u573a\u91cc\u9762\u4e2d\u7b49\u56e2\u961f\u4e5f\u80fd\u505a\u597d\uff0c\u4f46\u5c0f\u5e02\u573a\u91cc\u4f18\u79c0\u56e2\u961f\u4e5f\u96be\u83b7\u80dc\u3002<\/span><\/p>\n

4<\/span><\/p>\n

\u201cIn 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\u2019s perpetual existence.\u201d<\/span><\/p>\n

\u7f8e\u56fd\u7684\u6148\u5584\u57fa\u91d1\u6bcf\u5e74\u8981\u81f3\u5c11\u6350\u51fa5%\u7684\u8d44\u4ea7\u624d\u80fd\u4fdd\u6301\u514d\u7a0e\u72b6\u6001\uff0c\u8fd9\u4e5f\u4ea7\u751f\u4e86\u5176\u6295\u8d44\u4e8ePE\/VC\u7684\u6fc0\u52b1\u2014\u2014\u53ea\u6709\u83b7\u5f97\u8d85\u989d\u56de\u62a5\u624d\u80fd\u4fdd\u6301\u57fa\u91d1\u7684\u89c4\u6a21\u2014\u2014\u8fd9\u662f\u4e2a\u91cd\u8981\u76ee\u6807\u3002<\/span><\/p>\n

\u201cYale 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\u2019s overall long-term financial goals.\u201d<\/span><\/p>\n

\u54c8\u4f5b\u8036\u9c81\u57fa\u91d1\u4f1a\u90fd\u66fe\u5927\u91cf\u5185\u90e8\u6295\u8d44\u56e2\u961f\uff0c\u4f46\u6162\u6162\u90fd\u8f6c\u5411\u4e86\u5916\u90e8\u57fa\u91d1\u56e2\u961f\uff0c\u672f\u4e1a\u6709\u4e13\u653b\u3002\u8fd9\u5176\u5b9e\u5c31\u662f\u8d8b\u52bf\u3002<\/span><\/p>\n

\u201cMissing a great vintage can be the difference between realizing long-term outsize returns in VC and not getting paid adequately for\u00a0the risk and illiquidity of the asset class. Yet again, our friend the power-law curve enters the story.\u201d<\/span><\/p>\n

\u5bf9\u57fa\u91d1\u6765\u8bf4\uff0c\u6210\u7acb\u5e74\u4efd\u5c31\u50cf\u8461\u8404\u9152\u7684\u5e74\u4efd\u4e00\u6837\u91cd\u8981\uff0c\u5f88\u5927\u7a0b\u5ea6\u4e0a\u51b3\u5b9a\u4e86\u540e\u9762\u7684\u56de\u62a5\u3002\u975e\u5e38\u6709\u610f\u601d\u7684\u89c2\u5bdf\u3002<\/span><\/p>\n

5<\/span><\/p>\n

\u201cOne phrase you often hear in the hallowed halls of VC firms is \u201clemons ripen early.\u201d 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.\u201d<\/span><\/p>\n

VC\u73b0\u91d1\u6d41\u7684J\u66f2\u7ebf\u7279\u5f81\uff0c\u4e0d\u53ea\u662f\u6295\u8d44\u671f\u7684\u539f\u56e0\uff0c\u4e5f\u6709\u5f88\u5927\u7a0b\u5ea6\u662f\u70c2\u9879\u76ee\u5728\u6295\u8d44\u671f\u90fd\u4f1a\u5f88\u5feb\u66b4\u9732\u5931\u8d25\u7684\u539f\u56e0\u3002<\/span><\/p>\n

\u201cOption pricing model\u2014The newest (at least to VC firms) tool in the valuation tool.\u00a0OPM 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.\u201d<\/span><\/p>\n

OPM\u6a21\u578b\u5c45\u7136\u662fVC\u884c\u4e1a\u6700\u9886\u5148\u7684\u4f30\u503c\u6a21\u578b\u4e86\u3002<\/span><\/p>\n

\u201cJust 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. \u201cVesting\u201d 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.\u201d<\/span><\/p>\n

\u671f\u6743\u7684\u5e38\u89c4\u6210\u719f\u65b9\u6848\uff0cGP\u4e5f\u662f\uff0c\u670d\u52a1\u6ee11\u5e74\u624d\u80fd\u6210\u719f\uff0c\u5426\u5219\u6ca1\u6709\uff1b\u4e4b\u540e\u6309\u6708\u6210\u719f\uff1b\u79bb\u804c\u4e8690\u5929\u884c\u6743\u671f\u3002<\/span><\/p>\n

6<\/span><\/p>\n

\u201cIntellectual property is the lifeblood of most startup companies, so we need to protect it carefully.\u00a0Mechanically, we do this by having founders sign what\u2019s 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 \u201cclean room\u201d in which to develop your foundational intellectual property.\u201d<\/span><\/p>\n

\u77e5\u8bc6\u4ea7\u6743\u592a\u91cd\u8981\u4e86\u3002<\/span><\/p>\n

\u201cWhile the \u201crefresher\u201d 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.\u201d<\/span><\/p>\n

\u7eed\u8058\u671f\u6743\u7684\u8ba8\u8bba\uff0c\u5f88\u6709\u610f\u601d\uff0c\u5176\u5b9e\u8001\u5458\u5de5\u7684\u4ef7\u503c\u66f4\u5927\uff0c\u503c\u5f97\u66f4\u591a\u3002<\/span><\/p>\n

7<\/span><\/p>\n

\u201cIn similar fashion, the right time to raise capital is when the capital is available\u3002<\/span><\/p>\n

\u6700\u5408\u9002\u7684\u52df\u8d44\u65f6\u673a\u5c31\u662f\u6709\u94b1\u80fd\u52df\u7684\u65f6\u5019\u3002<\/span><\/p>\n

\u201cThus, 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\u201d<\/span><\/p>\n

\u5b9e\u73b0\u91cc\u7a0b\u7891\u662f\u5173\u952e\u3002<\/span><\/p>\n

\u201cOne 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\u2019t want to do. This establishes the high-watermark valuation, but without the financial resources to be able to achieve the business goals\u00a0required to safely raise your next round well above the current round\u2019s valuation.\u201d<\/span><\/p>\n

\u52df\u8d44\u91d1\u989d\u4e0d\u80fd\u592a\u5c0f\uff0c\u8981\u80fd\u5230\u4e0b\u4e00\u8f6e\u3002<\/span><\/p>\n

\u201cWe recovered from this\u2014and granted, the dot-com bubble was a crazy time\u2014but 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.\u201d<\/span><\/p>\n

\u5f88\u91cd\u8981\u7684\u4e09\u4ef6\u4e8b\uff0c\u5458\u5de5\u4f1a\u7ecf\u5e38\u7528\u516c\u53f8\u7684\u878d\u8d44\u4f30\u503c\u6765\u8bc4\u4ef7\u516c\u53f8\u7684\u6210\u529f\uff1b\u5982\u679c\u4f30\u503c\u8fd8\u4e0d\u9519\uff0c\u5458\u5de5\u4f1a\u548c\u5176\u4ed6\u516c\u53f8\u6bd4\u8f83\u8fd1\u671f\u878d\u8d44\uff1b\u7b2c\u4e09\u662f\u4e0d\u8981\u4f4e\u4f30\u4fdd\u6301\u4e1a\u52a1\u548c\u878d\u8d44\u8d8b\u52bf\u7684\u4ef7\u503c\uff0c\u5458\u5de5\u4f1a\u770b\u516c\u53f8\u662f\u5426\u8d70\u4e0b\u5761\u8def\u3002<\/span><\/p>\n

8<\/span><\/p>\n

\u201cYou 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\u2019s a great test of your mettle as a startup CEO. If you can\u2019t 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?\u201d<\/span><\/p>\n

\u878d\u8d44\u627e\u673a\u6784\uff0c\u9996\u5148\u8981\u901a\u8fc7\u627e\u719f\u4eba\u3002\u8fd9\u70b9\u548c\u96f7\u8001\u677f\u8bf4\u7684\u975e\u5e38\u4e00\u81f4\uff0c\u662f\u4e2a\u6709\u6548\u7684\u7b5b\u9009\u65b9\u6cd5\u3002<\/span><\/p>\n

\u201cIt is those few home runs that return ten to twenty-five times, or more, of the VCs\u2019 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. \u201d<\/span><\/p>\n

\u201cNetwork effects of course don\u2019t 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.\u201d<\/span><\/p>\n

\u7f51\u7edc\u6548\u5e94\u4e0d\u4f1a\u54ea\u91cc\u90fd\u6709\uff0c\u6709\u7f51\u7edc\u6548\u5e94\u7684\u73b0\u6709\u5e02\u573a\u4e00\u822c\u90fd\u5f88\u5927\u4e86\uff0c\u9664\u975e\u662f\u5e02\u573a\u6709\u5f88\u5927\u7684\u53d8\u5316\u624d\u80fd\u51fa\u73b0\u65b0\u673a\u4f1a\u3002<\/span><\/p>\n

\u201cGreat organic founder-market fit: the solution was derived from a personal experience of hardship, around which the entrepreneur felt compelled to build a company.\u201d<\/span><\/p>\n

\u201cWe 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 \u201cstory\u201d 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.\u201d<\/span><\/p>\n

\u8bb2\u6545\u4e8b\u80fd\u529b\u662f\u4e2a\u5173\u952e\u6307\u6807\u3002<\/span><\/p>\n

\u201cYour 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.\u201d<\/span><\/p>\n

\u201cAt this earlier stage of development of the SAAS market, the SMBs just hadn\u2019t 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.<\/span><\/p>\n

\u201cOne side note on the context of adaptability: A hallmark of startup companies is that they often \u201cpivot\u201d\u2014this is a euphemistic way of saying that the original product, go-to-market, etc., didn\u2019t 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.\u201d<\/span><\/p>\n

\u201cThis is why VCs care about the achievability of the milestones you are laying out; in most cases, they don\u2019t want to be, or can\u2019t 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.\u201d<\/span><\/p>\n

VC\u7684\u6838\u5fc3\u662f\u8981\u5b9e\u73b0\u9884\u5b9a\u7684\u91cc\u7a0b\u7891\uff0c\u5230\u4e0b\u4e00\u8f6e\u7684\u91cc\u7a0b\u7891\u3002<\/span><\/p>\n

9<\/span><\/p>\n

\u201cSo even if we get the comparables right, who knows if we will get our revenue forecast right\u2014garbage in, garbage out.\u00a0<\/span>VCs often joke that \u201cwe can make the spreadsheet say whatever we want.More significantly for startups\u2014for those of you familiar with discounted cash flow models\u2014because 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.\u201d<\/span><\/span><\/p>\n

\u5783\u573e\u8fdb\u5783\u573e\u51fa\uff0c\u778e\u641e\u8d22\u52a1\u9884\u6d4b\u4e0d\u5982\u8ba4\u771f\u770b\u516c\u53f8\u7684\u73b0\u91d1\u6d41\u3002<\/span><\/p>\n

\u201ca \u201cwinner\u201d means a return of ten times \u201d<\/span><\/p>\n

\u5341\u500d\u56de\u62a5\u624d\u7b97\u8d62\u3002<\/span><\/p>\n

\u201cSo 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.\u201d<\/span><\/p>\n

\u9000\u56de\u770b\u4f30\u503c\u7684\u6838\u5fc3\u8fd8\u662f\u516c\u53f8\u7a76\u7adf\u80fd\u505a\u591a\u5927\uff0c\u9700\u8981\u591a\u5927\u4e1a\u7ee9\u624d\u80fd\u652f\u6301IPO\uff0c\u8fdb\u800c\u5206\u6790\u53ef\u80fd\u7684\u5931\u8d25\u8981\u7d20\u662f\u5426\u90fd\u80fd\u514b\u670d\u3002<\/span><\/p>\n

\u201cThus, 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.\u201d<\/span><\/p>\n

\u56fd\u5916\u7684\u56de\u8d4e\u6743\u4e5f\u5927\u90fd\u7528\u4e0d\u4e0a\u3002<\/span><\/p>\n

\u201cBut hope is not a strategy, so better to be safe than sorry.\u00a0<\/span><\/p>\n

\u5e0c\u671b\u4e0d\u662f\u53ef\u6267\u884c\u7684\u6218\u7565\uff0c\u6240\u4ee5\u505a\u597d\u4e8b\u6709\u6218\u7565\u4fdd\u6301\u5b89\u5168\uff0c\u800c\u4e0d\u662f\u5176\u4ed6\u3002<\/span><\/p>\n

10<\/span><\/p>\n

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. \u201d<\/span><\/p>\n

\u62d6\u552e\u6743\u3002\u4e3b\u8981\u662f\u89e3\u51b3\u5c0f\u80a1\u4e1c\u3002<\/span><\/p>\n

\u201cEmployee and Consultant Agreements,\u00a0company 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\u201d<\/span><\/p>\n

\u96c7\u4f63\u534f\u8bae\u7684\u6838\u5fc3\u6761\u6b3e\uff1a\u5728\u804c\u53d1\u660e\u8981\u5f52\u516c\u53f8\u3002<\/span><\/p>\n

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.\u201d<\/span><\/p>\n

\u6211\u4eec\u8bb2\u6392\u4ed6\uff0c\u4f46\u6838\u5fc3\u4f3c\u4e4e\u662f\u907f\u514d\u90a3\u6211\u4eec\u7684\u6761\u6b3e\u53bb\u5ffd\u60a0\u522b\u4eba\u3002\u8fd9\u4e2a\u66f4\u6709\u610f\u4e49\u3002<\/span><\/p>\n

\u201cIn 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.\u201d<\/span><\/p>\n

\u603b\u4f53\u800c\u8a00\uff0c\u7b80\u5355\u6700\u597d\u3002\u6761\u6b3e\u4e5f\u662f\u5982\u6b64\u3002<\/span><\/p>\n

\u201cWe\u2019ve hinted at this earlier, but the board\u2019s non-roles are as important as its roles. \u201d<\/span><\/p>\n

\u8463\u4e8b\u4f1a\u4e0a\u4e0d\u8981\u505a\u4e71\u5f88\u91cd\u8981\u3002<\/span><\/p>\n

\u201cIn 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.\u201d<\/span><\/p>\n

BJR\u4e5f\u662f\u4e2a\u65b0\u4e8b\u7269\uff0c\u5b66\u4e60\u5b66\u4e60\u3002<\/span><\/p>\n

\u201cIn some cases, VCs will create an incentive for other existing investors to participate in the recapitalization by offering a mechanism called a \u201cpull-up.\u201d 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.\u00a0<\/span>As a result, down-round financings or recapitalizations, if they happen, are more often led by the existing VCs in the company.\u201d<\/span><\/span><\/p>\n

\u91cd\u7ec4\u518d\u51fa\u53d1\u6709\u65f6\u5019\u672a\u5fc5\u662f\u574f\u4e8b\uff0c\u53ef\u80fd\u4f1a\u5e38\u6001\u5316\u3002\u964d\u4f30\u503c\u7684\u518d\u878d\u8d44\u4e5f\u591a\u7531\u73b0\u6709\u6295\u8d44\u65b9\u53c2\u4e0e\u3002<\/span><\/p>\n

\u201cA final mechanism to consider in this circumstance is the implementation of a management incentive plan (MIP).\u00a0In 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.\u201d<\/span><\/p>\n

\u5c45\u7136\u8fd8\u6709MIP\u8fd9\u79cd\u8ba1\u5212\uff0c\u7edd\u4e86\u3002\u5012\u662f\u5f88\u6709\u9053\u7406\u3002<\/span><\/p>\n

\u201cMost importantly, companies get bought, not sold. That is, it\u2019s 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. \u201d<\/span><\/p>\n

\u597d\u7684\u516c\u53f8\u662f\u7528\u6765\u4e70\u7684\uff0c\u4e0d\u662f\u5356\u7684\u3002\u5e94\u8be5\u662f\u5df4\u83f2\u7279\u4e5f\u8bf4\u8fc7\u7c7b\u4f3c\u7684\u8bdd\uff0c\u4e3b\u8981\u518d\u8bf4\u4e0d\u8981\u8f7b\u6613\u5356\u6389\u597d\u516c\u53f8\uff0c\u800c\u8fd9\u91cc\u7684\u610f\u601d\u662f\u8981\u80fd\u628a\u81ea\u5df1\u516c\u53f8\u505a\u6210\u522b\u4eba\u613f\u610f\u4e70\u7684\u516c\u53f8\u5f88\u91cd\u8981\uff0c\u624d\u597d\u5356\u3002<\/span><\/p>\n

\u201cWe\u2019re discussing acquisitions first, because that is the predominant form of exit in the VC world. There was a time\u2014most of the first twenty to thirty years of the history of venture capital\u2014where 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<\/span><\/p>\n

\u5e76\u8d2d\u9000\u51fa\u5df2\u7ecf\u8d8a\u6765\u8d8a\u6210\u4e3a\u4e3b\u6d41\u4e86\uff0c80%\u4f1a\u662f\u5e76\u8d2d\u9000\u51fa\u3002<\/span><\/p>\n

\u201cOver the more recent ten or so years, money is no longer a scarce commodity\u2014there 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\u2014and 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.\u201d<\/span><\/p>\n

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\u201cFirst, 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. \u201d<\/span><\/p>\n

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\u201cdespite 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\u2014the 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.\u201d<\/span><\/p>\n

A16Z\u5373\u4fbf\u505a\u8fd9\u4e48\u597d\u4e86\uff0c\u8fd8\u4f9d\u7136\u6709\u5982\u6b64\u7684\u5371\u673a\u611f\u3002\u5982\u4f55\u4e0e\u4eba\u4e0d\u540c\uff0c\u624d\u80fd\u907f\u514d\u81ea\u5df1\u6210\u4e3a\u7b49\u5f85\u706d\u7edd\u7684\u6050\u9f99\u3002<\/span><\/p>\n","protected":false},"excerpt":{"rendered":"

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