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How to Be an Angel Investor

paulgraham.com

11–20 of 55 posts

Re: How to Be an Angel Investor

#11
post #2

I recommend founders read this too. It would be useful to them to imagine how things look from the investors' side. I'm surprised more didn't take advantage of the Justin.tv stream to spy on the investors at AngelConf. They were pretty candid about how they think.

I was looking through the legal documents just to get a sense of what technically happens when a corporation issues a new type of stock. Thanks for sharing these documents. Not sure if this is relevant, but http://ycombinator.com/seriesaa/aa-boardconsent.doc has a typo... there is no section 1.iii .. it skips to 1.iiii and then 1.iv.

Yeah, I stopped watching after 1.ii hoping that maybe someone else would upload the complete set of videos in a more organized manner.

Re: How to Be an Angel Investor

#12
post #10
post #6

The best part about this - Paul calls out the lawyers you should use. Thank you, thank you, thank you a thousand times for this. (We got standard corporate attorneys - I've spent almost $60,000 on legal expenses between incorporation, option plan, and IP protection. Probably could have done it all for under $20K with the right attorney from the get-go.) I would love to see a sample convertible debt document in additi…

$60k on incorporation, option plan, and IP? You know more about this stuff than I do, but that sounds crazy high. Is the breakdown like, 10%/80%/10%? The one of these that I can see spending money on is the option plan.

10/10/40. I got bad advice. Everything's overbuilt because our guy, even though he's a member of the IVCA, didn't have standard docs.

Re: How to Be an Angel Investor

#13
post #9
post #7

(you probably shouldn't try angel investing unless you think of yourself as rich) I think there is some legal definition of "rich" below which companies can't raise capital from individuals without issuing registered stock. Something like an individual must have at least $1m in assets or income of at least $200k/year I think.

You're thinking of the SEC "accredited investor" rule: http://www.law.uc.edu/CCL/33ActRls/rule501.html I'm not an investor and have only moderate experience with funding, but I've brought this up in lots of HN threads about investing and haven't seen it shot down; I was also involved in a negotiation debacle that doubled the value of some options I held in a company that sold to another private company (I had left, h…

This is correct.

Re: How to Be an Angel Investor

#14
post #10

Earlier quoted context omitted.

$60k on incorporation, option plan, and IP? You know more about this stuff than I do, but that sounds crazy high. Is the breakdown like, 10%/80%/10%? The one of these that I can see spending money on is the option plan.

10/10/40. I got bad advice. Everything's overbuilt because our guy, even though he's a member of the IVCA, didn't have standard docs.

If $24k for IP is bad advice, what do you think the right number would have been?

Re: How to Be an Angel Investor

#15
post #14

Earlier quoted context omitted.

10/10/40. I got bad advice. Everything's overbuilt because our guy, even though he's a member of the IVCA, didn't have standard docs.

If $24k for IP is bad advice, what do you think the right number would have been?

Yokum (one of the absolute best out there) quotes $5K as a barebones starter package. I'm sure he'd have helped us avoid overbuilding on the IP in addition to the overbuilding on the corporate stuff.

http://www.startupcompanylawyer.com/faqs/

I refuse to believe you could get half as good as Yokum for twice the price.

Re: How to Be an Angel Investor

#16
post #14

Earlier quoted context omitted.

10/10/40. I got bad advice. Everything's overbuilt because our guy, even though he's a member of the IVCA, didn't have standard docs.

If $24k for IP is bad advice, what do you think the right number would have been?

He's saying 10k for inc., 10k for options, 40k for IP

Just to try & help clarify

Re: How to Be an Angel Investor

#17
post #2

I recommend founders read this too. It would be useful to them to imagine how things look from the investors' side. I'm surprised more didn't take advantage of the Justin.tv stream to spy on the investors at AngelConf. They were pretty candid about how they think.

This is just good advice. Period.

You aren't doing your job unless you understand (to some extent) the goal and thought processes of the people and organizations you work and partner with.

Re: How to Be an Angel Investor

#18
post #9
post #7

(you probably shouldn't try angel investing unless you think of yourself as rich) I think there is some legal definition of "rich" below which companies can't raise capital from individuals without issuing registered stock. Something like an individual must have at least $1m in assets or income of at least $200k/year I think.

You're thinking of the SEC "accredited investor" rule: http://www.law.uc.edu/CCL/33ActRls/rule501.html I'm not an investor and have only moderate experience with funding, but I've brought this up in lots of HN threads about investing and haven't seen it shot down; I was also involved in a negotiation debacle that doubled the value of some options I held in a company that sold to another private company (I had left, h…

Yeah, it's the rule, and it's relevant but not in the obvious way (like: you wake up at night and the SEC has kicked down your door and shot your dog b/c you're not an accredited investor but have investments that they think you need to be in order to make).

The origins of the rule were partially in reaction to various scams that were not uncommon pre-great-depression: people would go around selling shares ("music-man" style) in companies that didn't exist, or were otherwise fraudulent, etc., to unsuspecting dupes (of which there were plenty, as is always the case).

Thus the effect of the rule is mostly on the issuer of securities: the point was mostly to deter scammers, but not really to punish their victims. Currently, there are many categories of investment that either are 100% closed off to non-accredited investors or that "theoretically" are not closed off but are "practically" closed off (eg b/c the additional regulatory overhead and legal uncertainty and "bad juju" induced by having non-accredited investors as shareholders means no one sensible would willingly allow non-accredited investors to invest).

Hence your experience: it's not "illegal" for you to be a non-accredited investor in a private company, but unless all the i's are dotted and t's crossed the private company might be in a bad way wrt regulation on account of having you as an investor (inadequate documentation of your informed consent, or failure to keep enough bookkeeping, etc.). Moreover, even if they were doing everything 100% correct wrt you the presence of your investment might scare off other parties (eg during due diligence for a round of funding).

As a regulatory rule it's accomplished it's ostensible purpose -- the # of outright-fraudulent investment schemes is nothing like it was in the 20s, and the direct impact of the remaining schemes is mainly felt by those that mostly can afford the loss and ought to have known better (eg: Madoff's or Stanford's clients).

One thing I'd like to see is some kind of relaxation in the accredited-investor regulations that'd make it easier for the smaller investor to make direct investments in private companies. This needn't be difficult to implement, as all it might take is eg a standardized waiver process that records: the terms of the investment, the investor's consent to the agreement, and lots of identifying information on the issuer (firm and specific individual making the offering); if necessary, restrict the sophistication of the allowed instruments (eg: direct equity purchase, simple options, and so on are ok; anything more complicated not ok for the "standard waiver").

Sadly I've not seen much mention of "proposals" like the above, but something like that would (I think) really open a lot of productive opportunities for a lot of people.

Edit: this section is interesting reading:

http://www.sec.gov/info/smallbus/qasbsec.htm#eod6

It's an informal discussion of various ways to sell securities in a private company. The interesting parts are:

(1) the motivations behind the exemptions (eg: the intrastate rule; given the point was (originally) to keep traveling hucksters from defrauding suckers, the impetus for an exemption for a "local" business makes sense)

(2) even in this informal summary note just how easy it is to fall out of grace wrt these "exemptions" (ie: if someone is supposed to buy "not for resale" then resells, you personally might have a breach of contract with that person but you might also now start worrying about being in breach of regulations)

Re: How to Be an Angel Investor

#19
Thank you for posting this. Is there a way I can view the Justin.Tv stream again? Youtube?

Also, do angel investors ever go looking for deals, or is this a sign of a bad angel investor?

Re: How to Be an Angel Investor

#20
post #3

How much does an angel invest? ... The upper bound is obviously the total amount the founders want to raise. Obviously this is an upper bound; but it isn't necessarily the upper bound. I'm sure there are instances where the limiting factor is how deep the angel's pockets are.

I'm not sure you'd be doing the startup a favor by throwing a lot of money at it in early stages. It might actually be better (for the startup, maybe not for the investor) to invest 80% of the amount the founders want to raise, just to force them to stay resourceful and frugal
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