Thursday, September 19, 2013

Changes in Jobs Act - Summary for StartUps

Note: We are not lawyers, this is not legal advice.  Please consult your lawyer for details

The revised JOBSACT will change the regulations for solicitation of funding.  Most of us know this as the start to really open "crowdsource" funding, (via "general soliciation") but there are many other serious implications as well. Know the rule changes.  Consult your lawyer.  Be compliant.  Here are some changes to expect

  • Reach more investors. General solicitation gives access to investors well outside your  local investment community. Communication tools such as blogs, e-mail newsletters and social media will let you  reach many more potential investors. The amended JOBsAct rules will allow startups to use social media, email and other methods to communicate with the general public to find new  accredited investors. 

  • Burden on you to verify accredited investor status. Start ups are required to take "reasonable steps" to verify that investor under Rules 506(c) are "accredited investors". Companies should talk with their lawyer about how best to confirm that all investors qualify .  Membership in an investing group, such as the Seattle Angel conference,  may facilitate or provide the "reasonable steps" for the entrepreneurs.  The SEC  indicates that having an investor check a box on a questionnaire is not sufficient to verify accredited status,additional information must be obtained.

  • You will have to differentiate yourself even more. With general solicitation available,  more investors will learn about potential startup investments. You will have to differentiate yourself from the maddening crowd. You will need to consider what types of solicitation and advertising are appropriate for your business, and level of investment required.  

  • Getting deep and intrusive with your investors.  
  • If you use the new general solicitation rules outside of an angel investing group or conference, you must request personal and private financial information from investors, or must find some other appropriate way to demonstrate that the investors are accredited. Requesting such information, or obtaining other verification may deter potential investors. 

  • Role of angelfunding sites and angel groups   
  • The new rules further highlight the importance of Angel Groups, and  web-based platforms that facilitate investing.  General as well as sector focused Angel websites, angel groups, and and other matchmakers will help entrepreneurs and investors to verify accredited status in accordance with the new rules.  There will be a lot of competition and complexity until the market shakes out.  Find out where the investors are going and planning to look for deals, and make sure you're there, especially for your location and business sector, as many Angels like to invest locally and/or in a specific business sector.

  • Existing Rule 506b is still in effect.  
  • Issuers do not need to use the new rules. The SEC has made it clear that these changes  are limited to transactions under new Rule 506(c). Issuers may continue to rely on Rule 506(b) and conduct private offerings the "old way," provided that no general solicitation or general advertising is used.
  • Possible Additional Filings and Disclosures: 
  •  New proposed rules (not yet in effect) would further require disclosures before solicitation.
  • Disqualification of "bad actors"

    The SEC also changed Rule 506 to disqualifies start ups from relying on Rule 506 if "bad actors" are participating in the offering.   If your company has a current or previous "issuer" with any of the following,  Do not pass go...
    • Criminal convictions in connection with the purchase or sale of a security, making of a false filing with the SEC or arising out of the conduct of certain types of financial intermediaries. The criminal conviction must have occurred within 10 years of the proposed sale of securities (or five years in the case of the issuer and its predecessors and affiliated issuers).
    • Court injunctions and restraining orders in connection with the purchase or sale of a security, making of a false filing with the SEC, or arising out of the conduct of certain types of financial intermediaries. The injunction or restraining order must have occurred within five years of the proposed sale of securities.
    • Final orders from the Commodity Futures Trading Commission, federal banking agencies, the National Credit Union Administration, or state regulators of securities, insurance, banking, savings associations, or credit unions that …
      • Bar the issuer from associating with a regulated entity, engagingin the business of securities, insurance or banking, or engaging insavings association or credit union activities, or…
      • Are based on fraudulent, manipulative, or deceptive conduct andare issued within 10 years of the proposed sale of securities.
    • Certain SEC disciplinary orders relating to brokers, dealers, municipal securities dealers, investment companies, and investment advisers and their associated persons.
    • SEC cease-and-desist orders related to violations of certain anti-fraud provisions and registration requirements of the federal securities laws.
    • SEC stop orders and orders suspending the Regulation A exemption issued within five years of the proposed sale of securities.
    • Suspension or expulsion from membership in a self-regulatory organization (SRO) or from association with an SRO member.
    • U.S. Postal Service false representation orders issued within five years before the proposed sale of securities

     http://www.sec.gov/news/press/2013/2013-124-item2.htm
If in doubt about the new rules, check with your lawyer. The last thing you want to do is inadvertently put your startup on the wrong side of the general solicitation rules.

Friday, September 6, 2013

What Membership in an Established Angel Group Says About the Purchaser

ACA Guidance on Accredited Investor Verification: What Membership in an Established Angel Group Says About the Purchaser


ACA today provided guidance on the significance of angel group membership in connection with new standards for accredited investor verification. Under Securities and Exchange Commission (SEC) Rule 506(c), which becomes effective September 23, 2013, startups and emerging companies that generally solicit for investors will have heightened duties to verify that all purchasers are accredited.*

Rule 506(c) represents a significant change in securities law...read it at the ACA Blog

Monday, August 19, 2013

Entrepreneur: What do Angel investors look for?

I often have the chance to interact with entrepreneurs, gulping down some of Seattle’s finest coffees. Its great talking to entrepreneurs, to see the passion, the energy, the great ideas, and the desire to change the world. Like most entrepreneurs, they also have the need to raise money from Angel investors. As I am both an entrepreneur and an Angel investor, I am often asked, what do Angel investors look for? What do I need to explain to a potential Angel investor?

I have a very simple and short way that I explain this to an entrepreneur. If I am investing my money into a start-up, I would like to see a return. For me to see a return, means that the start-up needs to be able to make money. To make money means that the start has a value prop that resonates with a customer. A value prop that resonates with a customer, means that the start-up is solving a problem or meeting a need that the customer has. If the start-up is solving a problem or meeting a need, it means they have researched the space and designed a solution.

This may be an over simplification, but it tells the entrepreneur what to focus on. It does not mean that if you have all those things that an Angel will invest. There are other things to think about as well – some things that raise flags for me.

Over focus on the technology is a flag. Don’t go deep on the technology, unless asked. Entrepreneurs with an engineering background, sometimes fall into the trap of wanting to over explain the technology (I know I have). However, in most cases, technology does not sell itself. I will often ask an entrepreneur to think back to a recent purchase they had and whether they bought that just because of the technology or because they had a need or problem to be solved? I recently put a cold-air intake system into my truck. Did I buy this because its cool and different way to do an air-filer? No, I bought it for better efficiency. That is the need that I have. It was way more expensive than a normal air filter, so it better be more than just cool. Sure, some of us will buy gadgets because we think its cool technology, but in general, when you think about why you buy things, it usually comes down to meeting a need or solving a problem that you have.

Inability to take feedback is another flag. While I may just be investing, and suggesting ideas or asking specific questions, this tells me how the entrepreneur will listen to customer, mentors, employees, and potentially VC’s. This doesn't mean that what I suggest to them is right, its how they deal with it that is the important piece.


To all your entrepreneurs out there, building great technology, make sure its solving real problems or meeting real needs. If its not, it will be hard to sell the product, and hard to get a return back to Angel investors. 

Tuesday, August 13, 2013

Angel investing - Lessons Learned with Rudy Gadre


August 13 at 6pm  Register at Eventbrite   http://sac-iv-angel-investing-chat.eventbrite.com/
Angel Investing is not a skill that people are born with, it takes time to learn what works and what doesn't work. There are a number of ways to learn these things including learning by doing it and learning from others. The investors in the Seattle Angel Conference are learning by doing angel investing and this workshop will provide an opportunity to learn from others.
Rudy Gadre
Rudy Gadre has funded more than dozen startups in the last two years and has his fair share of lessons learned. Rudy's professional experience spans facebook and amazon, but his passion is in angel investing. He has backed local stars like walkscore and 9slides and is on the hunt for more.
Come join us for a frank conversation with Rudy on the lessons he's learned as a full time angel investor and what edge he feels he has in making great investments over bad investments. Whether you are interested in learning to be an investor or dying to find out what great angel investors are thinking when you pitch them - this is definitely a Seattle Angel Conference workshop you don't want to miss.

Sunday, August 4, 2013

Angel to (potential) Angel: Investing in Startups

I am often asked by friends and colleagues – “Tell me about Angel investing – how does it work, what are the risks, and how do you pick the next Facebook????”. As we embark on the 4th Seattle Angel Conference in September, I thought I would share my answers more broadly here.

A little over a year ago, I got involved in Angel investing after running a startup focused on data security called Newline Software. I wanted to better understand what investors look for, so I jumped in with both feet, joined Alliance of Angels as well as the Seattle Angel Conference. I took 7 months off between jobs and spent my time driving around Seattle listening to pitches, attending demo days, taking part in due diligence, and meeting with entrepreneurs and other investors. I drank a lot of coffee and learned a ton. At this point, I have now heard somewhere north of 150 startup pitches. There are a lot of very interesting ideas out there.

What have I learned? A lot. Trained as a technologist, after being an engineering leader for 20 years at Microsoft, I tended to think more about the technology, and not about the value proposition for the customer and the problems being solved for the customer. As my friend and former Microsoft colleague @CharlieKindel likes to say, I had some things to unlearn from my great experiences at Microsoft.

Writing a check is something everyone knows how to do, but the hard part of making an investment is to determine if the startup you are looking at, has a good opportunity to succeed. Unfortunately many do not make it, and as I explain to potential investors, you should be investing a small % of your portfolio into startups and you should do your homework. When I think about my first angel investment, at which time I did not know what I do now, the business plan and pitch I reviewed as great in and of itself - but I failed to compare it to anything else in the industry, and I didn’t talk to any other investors. I was uneducated as an Angel investor, but I did know how to write a check.

There are many different ways to look at startups and through my experience interacting with lots of investors, listenting to pitches and talking to entrepreneurs, I have developed my own priority list. Talk to other investors, and they may view things differently. Part of what we do at Seattle Angel Conference is to teach you to come up with your own approach to investing. What I look for, in order of importance, is:
-          Team - Great ideas don’t execute on their own. You need a team, preferably with some startup experience, that knows how to execute on a good idea, preferably understands and follows the Lean Startup model, and knows when to pivot. The sooner a startup realizes its idea(s) are not right and can pivot, the less amount of money is burned.
-          Market Opportunity – It needs to be a big enough market, and enough product differentiation that the product can achieve success. Who is the competition? How will the startup differentiate? If the startup is creating the next great search engine, I would decline as that is a pretty saturated market with entrenched competition. If they have figured out a way to do searches by scanning your brain waves, that might be more interesting.
-          Value Proposition – A great question to ask of a startup, is what is the customer value prop? Great technology solutions don’t always translate into customer value. If someone can clearly articulate the value proposition of their product, it usually means they understand the customer needs, the problems they are solving, and how to bring value to the customer. Think about yourself as a customer of many things – the last time you bought a vehicle was it because it met the needs you had or did you buy it based on an innovation in the engine and the exhaust pipe?
-          Sales Strategy – If it’s an addressable market and has a value prop, how are they going to sell it? Ideally they have someone with sales experience on staff. Sales is a lot about connections, building relationships, being able to close a deal. Lacking sales staff doesn’t mean they can’t be successful, however cold calling is hard. Engineers are great at engineering, but not always at sales. If someone tells you the solution is direct sales to small business that is a red flag. That is a sales strategy that is very hard to scale.
-          Product – I tend to invest in products that I understand, because it’s easier for me to understand if someone would buy it, easier to determine if it’s a good user experience, etc. I have seen what I think are great products, but in industries that I don’t know. In cases where I know people in those industries, I have reached out and asked them what they thought. I have learned a lot this way.

Lastly, do you homework. Ask other investors. The great thing about being a part of Angel groups, is the opportunity to network with other investors. Through the Seattle Angel Conference and Alliance of Angels I have had the chance to expand my investor colleague network. The opportunity to ask them what they think about a particular deal, what they know about a particular company, and what sorts of investments they are making. 

Tuesday, July 30, 2013

Must Know for Entrepreneurs and Angels- Upcoming Events

One need that we are focusing heavily on is funding. Early stage funding is a critical component to accelerating companies to find out if they will succeed or fail.   If you are a budding entrepreneur looking for funding or a budding angel investor looking to go through our training program – you need to be a part of these events! This is exactly what the Angel Conference specializes in! The conference itself will be in November; however, the investors and startups need to be registered by the beginning of September.




This event we are focusing on the Eastside, and we'd like to thank Thinkspace for sharing their start-up facilities with us.

So here's the schedule -

Spaces are limited, so sign up now at Eventbrite

Date Speaker Topic & Registration Location Time
8/5/2013 Joe Wallin Agreements Entrepreneurs Need in Place for Angel Investing SURF Incubator 3:30PM
8/13/2013 Rudy Gadre Angel Investing with Rudy Gadre Think Space Redmond 6:00PM
8/15/2013 Current.ly, Cairncross, & TechCafe Pioneer Square Rooftop Social Cairncross Rooftop 4:00PM
8/19/2013 TA McCann Data Vault - Entrepreneurs Preparing For Due Diligence TBD 5:30PM
8/27/2013 Greg Gottesmann 5 Important Things for Angel Investing Term Sheets Think Space Redmond 6:00PM
9/9/2013 Tolis Dimopolous How to Pitch to Investors SURF Incubator 3:30PM

Yes that is A LOT of events!! You'll notice the specific speakers and topics that are focused on the issues related to funding.

Follow us on twitter @nwangelconf or on facebook and get the latest updates, and share this with a friend, you'll be doing them a favor!


Wednesday, July 24, 2013

The Jobs Act- The Hidden Grenade for Angel Investing

 The Jobs Act- Unexpected Rules Proposed in addition to General Solicitation


Bill Carleton  spoke to us last night at the first SAC IV event, held at ThinkSpace.

We billed it as "The JOBS Act Consequences, New Rules for Angel Investors."  It could just have validly been called, "The Hidden Grenade in the JOBS act, propsed rules that will drive entrepreneurs and angels crazy"

Bill has summarized some of his key points and resources in his post titled #SaveRegD
#saveregd
#saveregd
on his blog here: www.wac6.com.

The proposed rules will not fufill the intent of Congress to make Angel Investing easier, but will in fact do the opposite.

disclaimer: I am not a lawyer. I am merely trying to summarize what I understood from the conversation 

What you (entrepreneurs and angels) need to be aware of:

  1. When the SEC allowed for General Solicitation under the JOBS act, which we all celebrated last week, some proposed rules related to  slipped in under the radar.  
  2.  These rules, if they stand, (they are currently in the comment period)  will make operating under the 506c General Solicitation both onerous and dangerous.
  3. What constitutes general solicitation is still unclear, so firms may find themselves inadvertently crosswise of the new rules
    • A.  it is quite possible that participating in a pitch night, or an open competition could be construed as general solicitation.  
    • B. it is possible that having an investor or someone else discuss your company during a round could inadvertently, with or without your knowledge put you in "general solicitation" and under the  auspices of the proposed Reg D rules.
  4. The proposed rules require that the start up firm doing general soliciation  disclose the manner in which the investors are accredited, and keep verification of accreditation.  This is inconvenient, and will add cost for compliance both to the Angels and the start-ups.  It may scare away some angels who are very focused on privacy.
  5. the proposed rules also require that all firms doing general solicitation disclose the manner of solicitation, REQUIRING A FORM D filing PRIOR to solicitation for any and all communications during the open round.
  6. Unlike before under 506,  PENALTIES will apply.  This is where it gets really ONEROUS.  Should the firm not file BEFORE the solicitation- use the appropriate disclaimers (how do you do that in a tweet), they have ONE chance (in a lifetime) to file within 30 days and meet the requirements. If you miss the 30 days or have used up your ONE chance to file late (either the original solicitation or amendments or final notice of closing) or predecessors have used up their one chance- no I don't know what predecessor means with serial entrepreneurs), you are really messed up. 
  7. Penalities include rescission rights for all investors (we had a brief discussion about how this could be used maliciously to undo a round)
  8. and a PROHIBITION of raising additional funds using the 506 exclusions for a full YEAR. (what start up and Angel would want to be forced to NOT raise money for a full year?
So Please TAKE ACTION!   #SaveRegD

A.  Comment on the proposed rules!
  • Electronic comments Use the Commission’s Internet comment form (http://www.sec.gov/rules/proposed.shtml);
  • Send an email to rulecomments@sec.gov Please include File Number S7-06-13 on the subject line;
  • or
  • Use the Federal eRulemaking Portal ( http://www.regulations.gov ). Follow the instructions for submitting comments  
  • for all comments refer to the file number S7-06-13
B. Tweet and blog about this, pass the word around.   www.saveregd.org has some great suggested  content.

C. Ask your questions of the SEC about your situation or concerns at list.ly 

For  more information:
Here's Bill's post on the subject  http://techcrunch.com/2013/07/19/lets-have-general-solicitation-as-congress-intended-it/

Bill's blog is www.wac6.com, here's his post on this topic there http://www.wac6.com/wac6/2013/07/startups-and-congressional-intent.html

 and the website regarding the new regulations, with some suggested topics can be found at: www.saveregd.org

Dan Rosen has written an opposition letter here: http://blog.drosenassoc.com/?p=23

Venture beat has posted a letter here http://venturebeat.com/2010/03/26/angel-investing-chris-dodd/