Jason Mendelson has a thoughtful post on why he thinks efforts to harmonize the current plethora of template seed investment funding documents will come to naught. His main point is that getting everyone to agree is an exercise in herding cats and that Brad Feld is going to beat his head against the wall trying to get people on the same page. He’s probably right, although I have found Brad to be a pretty charming guy, so who knows, maybe it is possible.
But who cares?
I don’t see another standardized set of deal documents as solving any real problem.
As an entrepreneur/former VC I see three main goals of standardized deal documents:
- Reduce the time required to raise capital
- Reduce the legal cost of executing a deal
- Make it easier to execute follow on investments by not making a silly mistake/term in your fund raise
Here is why a standardized set of seed documents doesn’t really help the entrepreneur.
- It’s going to take the same amount of time to get a deal done. Did the NVCA standard deal documents for Series A investments reduce the 30 to 60 day time frame it used to take to close a Series A deal (from signed term sheet to funding) NOPE. It still takes the median deal 30 to 60 days to close. (See my next bullet on how it takes the same amount of billable legal time to close a deal even with the standard documents.) Seed investors are the same way. Some will write a check fast, others take their own sweet time. This time frame is not driven by legal, it is driven by the individual investor. It’s not going to change with another set of standardized docs.
- Do Series A deals legal fees cost less now that there are the NVCA standard documents? No. Costs have probably gone up. Closing an investment takes pretty much the same amount of legal hours as it always has. Why? Because the cost of having a crappy lawyer work on your Series A deal is too high, so entrepreneurs and VCs go with the best/most expensive lawyers they can find. And the best lawyers need to “add value” so they fight over every random point, because there is that one in a thousand potential circumstance where it will actually really matter. And thus that is why they are good lawyers, always thinking of potential future issues and trying to protect you. And so it’s freaking expensive since all their thinking and arguing time costs a ton per hour. Anyway, the main point is that standardized Series A documents have not reduced the typical legal bill for a Series A transaction and I just don’t see them reducing the legal bill for the typical angel investment. The MO of the investor you go with will determine how much legal effort goes into your fund raise, not the documents you choose off of which to base your deal.
- Finally, if the goal of the seed documents is to make it easier to raise your next round of funding I think we are already there. (of course, consult your expensive attorney don’t rely on my legal advice.) Any of the currently existing standard seed templates listed by Jason in his post are probably good enough to not blow up your next round of financing. You are much more likely to have your next round destroyed by a difficult personality (either a difficult seed investor not agreeing with something next round investor “needs” or a next round investor insisting on something “impossible” for a seed investor to sign off on) than by something odd in one of the already existing standardized seed term sheets. In other words, the difficult personalities I’ve just cited just as likely to fight over any random term anyways, so one set of standard docs vs another doesn’t really matter. Oh yeah - don’t take my legal advice when negotiating/drafting your deal documents, talk to your experienced lawyer; did I mention that yet?
I think that the legal costs associated with closing a private fund raise are always going to be nuts. The only thing that I know for sure will make it less costly to raise seed funding is to get an investor who is laid back. It really seems like a personality thing to me, not a standardized legal document thing. If investors really want to help entrepreneurs and make it easier for startups to connect with qualified investors. Something like what Venturehacks is doing with their AngelList.
