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Sprinklr Acquires GetSatisfaction, Founders Get Nothing

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Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#111
"...if you prefer to provide great support on your own site with your own forums and your own help section and your own feedback mechanisms and your own FAQs, well, Get Satisfaction doesn’t play fair." ~Jason Fried, 37 Signals

https://signalvnoise.com/posts/1650-get-satisfaction-or-else

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#112
post #60

Earlier quoted context omitted.

then google seemed to delist them in a panda And rightfully so. They were a pest, just like the spam-site by that Calamaris guy from Netscape around the same time. Lesson learned: If you depend on search traffic then don't be obnoxious. Otherwise nobody will speak up for you when Google snaps your neck. Hey Google, why is Quora (expert-sexchange 2.0) still polluting my search results anyway?

Could be worse, could be a Yahoo Answers result.

Yahoo Answers is nice and not at all spammy. Some of the answers are bad (and some of them are very good), but the site itself is clear and simple, and doesn't have the obnoxious login nonsense of Quora.

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#113
post #84

Earlier quoted context omitted.

Liquidation is usually the multiple of the investment money, that the investor gets back before anyone else gets their money. Like earlier explained, later investors generally get senior rights to earlier investors; so they get their money out first. https://en.wikipedia.org/wiki/Liquidation_preference

Is there a recursive model that explains why later investors have senior preferences?

It's simply about (real or perceived) risks. A senior liquidation preference is a way of mitigating risk for later investors by increasing the chance they can get a return on their investment, or at least their money back in the event things doesn't do great, while giving up less upside potential for earlier investors if things does go great.

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#114

This is pretty common. When startups don't sell for above their valuations, the investors are going to get their money back first (and in varying cases more, depending on liquidation preferences). Pulled GetSatisfaction's tables from PitchBook, take a look at their B round: http://i.imgur.com/zUzDrFp.png Post valuation at over $50M - no data yet on the amount of the acquisition, but if it was equal to that or less (o…

The acquirer, Sprinklr, is funding multiple acquisitions out of their recently raised $46M, so it's fairly certain that the amount of this acquisition was less than $50M

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#115
post #88

Earlier quoted context omitted.

I forgot about the debt holders. So if there was any debt (including un-converted convertible notes), the pecking order is: 1) Debt holders 2) Most senior shareholders and their liquidation preference 3) Less senior shareholders and their liquidation preference ... 99) Common stock holders This is actually to align the founder incentives in shooting for a big exit. Insert any other order of preferences, and the found…

Number one preference is the tax man isn't it? At least in the UK, he always gets paid first.

See item 1) debt holders. Within the class of debt holders, the tax man and/or employees with salary claims often have special preference amongst creditors in many countries.

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#116
post #63

Earlier quoted context omitted.

>But leaving the founders of a company with nothing while others earning money feels completely wrong. Why? They founded a company which tanked. They made poor decisions along the way which led to said taking. They did it on someone else's dime. No one made money here, so why shouldn't the investors get some of the investment back?

Isn't the whole point of venture capital that you take on a large risk in return for a large potential payout. VC is called "risk capital" in a number of languages for a reason.

But at some point the risk gets so large that the choice is for you to not get any investment at all, or get one with additional clauses to reduce the risk to levels acceptable to your potential investors.

It's a tradeoff. And sometimes it can work to your benefit. E.g. if you and your potential investor disagrees about the level of risk and/or about the potential size of an exit, you can try to negotiate a multiple liquidation preference in return for less shares.

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#117
post #82

Earlier quoted context omitted.

VCs aren't assholes, generally, but their standard terms are a bad deal for founders, generally. I've thought about this a lot over the past 25 years. In the past I've seen VCs do really bad things (like force decisions that set the company back 18 months bad.) The problem is, when you get a "good" VC that doesn't force bad decisions on you ,the cost of the money, mostly in deal terms, is too damn high. And when you…

> Don't even get me started on founders vesting their shares. You build a company, you have sweat equity, but the VC wants to reset the vesting? Why ? You can't vote unvested shares. They will give you a song and dance about "what if a founder leaves?" Well, we covered that in our articles of incorporation because we're not idiots, but they will ignore that and insist that "all founders must vest all their shares". (…

The parent is, basically, disagreeing with the practice of making founders vest their shares when a VC comes on board.

They're saying that VCs use that approach as an additional means to control the company in case things aren't going the way they want.

The parent's position is that the founder shouldn't have to vest their shares like that, because they built the company and their shares should be regarded as fully vested since the founders put in sweat equity to start it all (essentially saying that the shares are fully paid up from the process of starting the business, and that vesting the shares takes those shares back from the founder, sort of like taking away that sweat equity effort).

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#118
post #82

I have very limited knowledge of this situation, but, I'm gonna pile on anyway: With that kind of money raised, the founders didn't get "nothing". They got a salary, probably a decent one, for however long they were running the thing. Which is more than many startup founders get out of businesses that fail. If they don't have personal debt, or didn't lose relationships or friendships, they came out ahead of many star…

VCs aren't assholes, generally, but their standard terms are a bad deal for founders, generally. I've thought about this a lot over the past 25 years. In the past I've seen VCs do really bad things (like force decisions that set the company back 18 months bad.) The problem is, when you get a "good" VC that doesn't force bad decisions on you ,the cost of the money, mostly in deal terms, is too damn high. And when you…

Thanks for posting this. Very interesting.

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#119

Earlier quoted context omitted.

> Don't even get me started on founders vesting their shares. You build a company, you have sweat equity, but the VC wants to reset the vesting? Why ? You can't vote unvested shares. They will give you a song and dance about "what if a founder leaves?" Well, we covered that in our articles of incorporation because we're not idiots, but they will ignore that and insist that "all founders must vest all their shares". (…

The parent is, basically, disagreeing with the practice of making founders vest their shares when a VC comes on board. They're saying that VCs use that approach as an additional means to control the company in case things aren't going the way they want. The parent's position is that the founder shouldn't have to vest their shares like that, because they built the company and their shares should be regarded as fully v…

Vesting should be fine if the VC's are willing to pay the founders for the sweat that was already dropped in... most of this sweat would have been at Zero pay to boot.

Asking founders to re-vest nullifies the effort they have put until now and makes it unattractive for founders to seek VC money.

Generally whoever has the greater need makes the bigger compromises...

Re: Sprinklr Acquires GetSatisfaction, Founders Get Nothing

#120
post #82

I have very limited knowledge of this situation, but, I'm gonna pile on anyway: With that kind of money raised, the founders didn't get "nothing". They got a salary, probably a decent one, for however long they were running the thing. Which is more than many startup founders get out of businesses that fail. If they don't have personal debt, or didn't lose relationships or friendships, they came out ahead of many star…

VCs aren't assholes, generally, but their standard terms are a bad deal for founders, generally. I've thought about this a lot over the past 25 years. In the past I've seen VCs do really bad things (like force decisions that set the company back 18 months bad.) The problem is, when you get a "good" VC that doesn't force bad decisions on you ,the cost of the money, mostly in deal terms, is too damn high. And when you…

Great, great writeup.

There is definitely a need for a response cheat sheet to the most typical term sheet bullshit and while I get not all deals are equal, there are accordingly only so many stages of startup where the range of responses are necessary.

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