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Tell HN: Our VC turned the process of getting acquired into a nightmare

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Re: Tell HN: Our VC turned the process of getting acquired into a nightmare

#11
Unfortunately, if the VC has decided to not to participate in any future financing, the failure of the company may be a best case scenario for him. Think about it from his point of view--two of the worst things you can do as a VC are:

- Throw good money after bad by pouring more money into a loser, and

- Give up on a company, only to have it succeed without you, either through a cram-down or an acquisition on unfavorable terms

So in that situation, the VC's interest is that your company either succeed without further investment or go out of business.

I wish I had good advice for you--perhaps, as some others have suggested, threats may help. My guess is that you don't have much to lose.

Re: Tell HN: Our VC turned the process of getting acquired into a nightmare

#13
Yikes, sorry to hear this. In retrospect probably your best play was to work with the acquirer to negotiate a low figure 100% cash deal with good going forward comp and equity options for you and your operating team. With that in hand you then lay out a scenario to the VC where your team is exhausted and it is either this deal of the company falls apart. The hope is he grumbles all the way to his low cash takeout and you get another chance to prove your company out in a different equity structure. Good luck going forward!

Re: Tell HN: Our VC turned the process of getting acquired into a nightmare

#14

The VC controls (and always controlled) the outcome for your company. I can't say I understand his behavior - blocking an acquisition but also refusing to participate in a future round makes both liquidity and fundraising impossible. Perhaps he plans to drive the company to the brink and then do a down round. The only leverage you have over him is the damage his behavior, if public, could do to his reputation - since…

I generally agree but both VCs and entrepreneur's rely on reputation. I'm not sure a public airing of grievances will do the OP much good.

The threat of doing so is really the only thing that would have any benefit, perhaps encouraging the VC to move faster with future deals, actually posting may damage the OP's standing with potential VCs in the future. There is likely another side to this story and I lean towards keeping dirty laundry private.

Re: Tell HN: Our VC turned the process of getting acquired into a nightmare

#15
You failed to negotiate effectively with your VC.

At this point, you should explain to your VC (hopefully he is your only one) that you intend to: (1) wind down the business, layoff all staff, pay off all debtors and cease all company operations. And (2), without soliciting any employees or infringing on any IP, you intend to reconstitute a new company in the X space where X is your current business.

Explain how it was a pleasure to work with him, and you're sorry you were unable to return his equity in this endeavor. You can ask if he is interested in finding a buyer for his remaining equity, despite it's precipitous loss in value pending the imminent loss of all employees, and if so, you may be able to arrange a buyer.

You are on the east coast so be sure you do not have any sort of non-compete agreement with your company that is enforceable. You most certainly have a non-solicit agreement in place, so be cautious, and email none of these communications or plans around. This is a decent time to be paranoid.

Re: Tell HN: Our VC turned the process of getting acquired into a nightmare

#16
post #10

The VC controls (and always controlled) the outcome for your company. I can't say I understand his behavior - blocking an acquisition but also refusing to participate in a future round makes both liquidity and fundraising impossible. Perhaps he plans to drive the company to the brink and then do a down round. The only leverage you have over him is the damage his behavior, if public, could do to his reputation - since…

Exactly, The only leverage this guy has left is to reveal the antics of the VC in public, and potentially leave the company. At this point, I would anonymously blog about the entire situation regarding the VC's behavior while never revealing your own name nor the name of the company - only the name of the VC. Sure, the internet will find out the company name in due coarse, but you will have several days or so of the…

There is a lot more leverage here than that.

Re: Tell HN: Our VC turned the process of getting acquired into a nightmare

#17

The VC controls (and always controlled) the outcome for your company. I can't say I understand his behavior - blocking an acquisition but also refusing to participate in a future round makes both liquidity and fundraising impossible. Perhaps he plans to drive the company to the brink and then do a down round. The only leverage you have over him is the damage his behavior, if public, could do to his reputation - since…

Strong disagree. Outing the VC won't help and the OP has much more leverage than that as I commented elsewhere in the thread.

Re: Tell HN: Our VC turned the process of getting acquired into a nightmare

#18
Had a similar thing happen to a company I was involved with a long while ago. (The VC involved was far from the valley.)

In fact, the partner even resigned from our board during acquisition negotiations, because the squeeze he was attempting, enriching his firm at the expense of other shareholders, wouldn't mesh well with the fiduciary responsibilities of a board member.

Some people think using every lever at their disposal to eke out a few extra percent at the last minute proves their business mettle. I suppose they expect – or prefer to guarantee – that this be their last transaction with the others affected.

We wound up acquiescing to his demands to avoid ruining the acquisition. And most of us resolved to never do business with him or his firm again.

If another acquisition materializes, you may just have to acquiesce and/or play chicken/hardball with this VC – all the while hiding any internal dissent from the acquirer, so that ultimately it's up to you and your investors whether you walk away from a deal.

If he's a bit player at a larger VC firm, you might privately share your concerns with other more senior partners there – which almost always would be a relationship-destroying maneuver, but if the relationship is already kaput, why not?

Hardball might involve having your own lawyer find the maximum you can do under the investment agreement without the VC's agreement – asset sales, de facto liquidation, etc. – or find grounds to (credibly threaten to) sue the VC for breaches of various duties.

Re: Tell HN: Our VC turned the process of getting acquired into a nightmare

#19

The VC controls (and always controlled) the outcome for your company. I can't say I understand his behavior - blocking an acquisition but also refusing to participate in a future round makes both liquidity and fundraising impossible. Perhaps he plans to drive the company to the brink and then do a down round. The only leverage you have over him is the damage his behavior, if public, could do to his reputation - since…

Thank you for the analysis, I appreciate the clarity with which you describe his confusing behavior. It might be that he has such plans.

As for taking the conflict public, I don't have it in me. It is not something that aligns with my world view because I know that I too can be wrong sometimes and not see the whole story. I prefer that people know they can trust me rather than applying that kind of leverage.

Re: Tell HN: Our VC turned the process of getting acquired into a nightmare

#20

How does the rest of the team feel? Ready to walk or eager to charge forward and continue trusting the VC? If there's some team solidarity on the matter, you could try renegotiating the terms or buying him out. i.e. you could say: "We feel like that deal broke down because of you, which was contrary to the interests of the founders and other shareholders of the company. It's hard to be motivated to grow this company…

Thank you for great advice. The takeaway for me is that I should get a more thourough feel for what the rest of the team thinks. There is a lot of leverage to be applied this way.
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