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Don't Talk to Corp Dev

paulgraham.com

171–180 of 209 posts

Re: Don't Talk to Corp Dev

#171
post #32

Remember a VC doesn't want a company to have a 10% chance at a million dollars, they want a 1% chance of a billion, because that's how it works. But if you are a founder, a million dollars is probably the best deal for you , and your people, and you should grab it with both hands. Numbers made up but you get the idea.

> Remember a VC doesn't want a company to have a 10% chance at a million dollars, they want a 1% chance of a billion, because that's how it works.

This is funny, so you think the probability distribution curve is discrete?

P(1Mi)=0.1 does not negate P(1Bi)=0.01, quite on the contrary

Re: Don't Talk to Corp Dev

#172
I think one of the more interesting aspects to this is how much PG has followed his own advice with YC. i.e. he made something people (founders) wanted with YC.

That allowed him to craft the entire experience around what is good for founders which worked out to be great for others (including investors and acquirers).

So much so that this advice he is giving, I am sure many other investors have wanted to give publicly before - but they don't want to piss off people who can provide an exit for their portfolio. The whole fiduciary responsibility thing.

But YC companies are encouraged to think of things quite differently - so much so that even if someone as might as Google (who PG pointed out) thumbed it's nose at YC companies to spite PG....they would be much worse off, because of the quality of companies coming out of YC.

That is the power of seeing "make something people want" to it's natural, logical conclusion.

Being able to say and do what you want, to force behaviour change in an industry to benefit your organization and your goals.

This is also why PG is so well respected by those of us on the outside looking in, is because we see the sheer audacity of him giving blunt advice, about specific tactics that only benefit founders. Even if it may hurt him temporarily.

Thanks again for constantly doing this PG. We appreciate it.

Re: Don't Talk to Corp Dev

#173
post #17

Earlier quoted context omitted.

It's that "it depends" that initiates the chain of events that PG is cautioning against. Judiciously reining in curiosity when history has demonstrated it to be a fruitless endeavor and a distraction is the message of this essay.

Well if you do what to at least have the discussion, one tactic might be to throw an optimistic-but-reasonable valuation at them. "Yeah, that'll be $50 million..." Then when they push back or ask for more info, just more or less repeat that and say you're too busy managing your growth to spend more time on it unless they're willing to move forward with an offer on paper. Just turn the whole thing around. If they go a…

That would be the Notch way. Oh, and if someone is serious about buying this, that would be 2B. Enter Microsoft.

Re: Don't Talk to Corp Dev

#174
post #32

Remember a VC doesn't want a company to have a 10% chance at a million dollars, they want a 1% chance of a billion, because that's how it works. But if you are a founder, a million dollars is probably the best deal for you , and your people, and you should grab it with both hands. Numbers made up but you get the idea.

> Remember a VC doesn't want a company to have a 10% chance at a million dollars, they want a 1% chance of a billion, because that's how it works. This is funny, so you think the probability distribution curve is discrete? P(1Mi)=0.1 does not negate P(1Bi)=0.01, quite on the contrary

No, I think that the interests and risk appetite of a founder with a stake in a single company, and a VC with a stake in 100 companies, are not well-aligned.

Re: Don't Talk to Corp Dev

#175
post #174

Earlier quoted context omitted.

> Remember a VC doesn't want a company to have a 10% chance at a million dollars, they want a 1% chance of a billion, because that's how it works. This is funny, so you think the probability distribution curve is discrete? P(1Mi)=0.1 does not negate P(1Bi)=0.01, quite on the contrary

No, I think that the interests and risk appetite of a founder with a stake in a single company, and a VC with a stake in 100 companies, are not well-aligned.

With that I agree.

Re: Don't Talk to Corp Dev

#176
This article is a useful warning. We got talked into a DD with a large german telecom (by our VC who owned 50% back then!) less than 2 years after we started. They looked at our contracts, our internal documentation, asked strange questions and never talked to us in a direct manner. No acquisition happened, they didn't even bother to talk to us afterwards. We felt violated, unappreciated, insufficient. It took 10 years until we were willing to talk about an acquisition again - and only with someone who we knew was a perfect fit due to corporate culture and standing in the industry.

I can imagine that corp dev people know very well that founders who are willing to talk to their kind frequently in a short time must be desperate or greedy and not very passionate about their company.

Re: Don't Talk to Corp Dev

#177

> Corporate Development, aka corp dev, is the group within companies that buys other companies. If you're talking to someone from corp dev, that's why, whether you realize it yet or not. Can someone piece this together? > I remember once complaining to a friend at Google about some nasty trick their corp dev people had pulled on a YC startup. "What happened to Don't be Evil?" I asked. "I don't think corp dev got the…

I think he means it this way: "...if you're talking to corp dev (as opposed to anyone else, or the person you expected to talk to), it's because they're the ones in charge of buying other companies...."

Re: Don't Talk to Corp Dev

#178
The problem is that most founders would sell for the right price. Everyone's got a price. How do you know what someone will offer you if you don't engage in these conversations?

Re: Don't Talk to Corp Dev

#179

Earlier quoted context omitted.

Think of it from the other direction - if the agreement didn't exist, the startup wouldn't even talk to the bigger company, potentially hurting the employee and everyone else in the company. For a startup, losing a key employee is a big deal and a big risk. A non solicitation agreement doesn't prevent the employee from applying for a job at the bigger company, but merely allow the startup to be more open t o a potent…

Maybe the startup should stop the whining and compensate its key employees a little better then.

I totally agree that the free market should set salaries for talented people, but consider the case when a startup is winding down and looking for a soft landing, if the acquirer picks up the top employees and ruins the last bit of hope the company has then the non "rockstar" employees would all be out of jobs and have nothing but a failed company on their resume to show for it. Also, and I may be biased but it feels like bullying on the part of a bigger company with more capital but without the ability to find equivalent talent without coming in the back door of a smaller company.

Re: Don't Talk to Corp Dev

#180

Love to tell my horror story re: my experience dealing with a Fortune 50 company. Under a NDA til May. We are an east coast start-up and two months into creating our tech/product a large entity in the valley found out about us. This big name invited us out and talked about buying us. Well we have zero strong connections to such people like Paul Graham, but we did reach out to our network. They said, "I don't know if…

> Love to tell my horror story re: my experience dealing with a Fortune 50 company.

A couple of points:

1. Obviously this is very different from pitching to an angel investor or venture capitalist, who might be unlikely to care about your secret technology. As you discovered, it's entirely possible that BigCo's engineers were very interested in learning what you were doing so they could do likewise, ideally without having to pay you anything.

2. Courts will sometimes enforce trade-secret rights even without a written NDA, if the circumstances were such that the party receiving the information implicitly agreed to keep the information in confidence. But that can be a really tricky proposition to prove, and will vary with the jurisdiction.

3. A written NDA might or might not be of much value in a situation like this.

A) BigCo might not want to sign an NDA. That's a red flag right there, of course. BigCo might even want you to sign an agreement saying that anything you say to them is not confidential (this is not uncommon, because big companies get a lot of idea submitted "over the transom" and don't want to have to deal with lawsuits from cranks who re-invented the wheel).

B) NDAs usually have carve-outs that say that "Confidential Information" doesn't include information that was published or otherwise known to others before disclosure (or that becomes such afterwards). BUT: Under U.S. law, a specific selection or combination of individual pieces of public information can be protectable, just as Kentucky Fried Chicken's secret blend of 11 herbs and spices is (reportedly) protected as a trade secret.

C) You want to be careful to comply with any requirement in the NDA that confidential information must be disclosed or summarized in a writing that's marked "Confidential" or "Subject to Nondisclosure Agreement" or something like that, on pain of losing protection. For example, in the Convolve v. Compaq case, the computer manufacturer Compaq (now part of Hewlett-Packard) defeated a claim of misappropriation of trade secrets concerning hard-disk technology because the owner of the putative trade-secret information didn't follow up its oral disclosures with written summaries as required by the parties' non-disclosure agreement. [1]

D) Enforcing an NDA can take a lot of time and money, especially if BigCo is convinced they haven't done anything wrong. On the other hand, sometimes it can pay off, because a jury might well punish a company that it found violated an NDA. See, e.g., the 1996 case of Celeritas Technologies v. Rockwell International, where a federal-court jury in Los Angeles awarded a startup more than $57 million, and the judge then added $900,000 in attorneys' fees, because the jury found that Rockwell had breached an NDA. [2]

4. Suggestion: Even for non-secret information, an NDA might be negotiated to include the equivalent of a break-up fee. That is, even if it turns out that the secret technology wasn't a secret after all, but the receiving party didn't know the technology, then the receiving party might be required to pay the disclosing party something as payment for "show-how" (as distinct from know-how), in return for having taught the receiving party about the information, thereby saving the receiving party from the time and expense of having to find out the information on its own.

[1] http://www.cafc.uscourts.gov/images/stories/opinions-orders/...

[2] http://scholar.google.com/scholar_case?case=1681061439024444.... Disclosure: I was part of Rockwell's trial team in that case.

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