Brette Simon on Legal Issues for VC Backed Firms

Session 5, Brette Simon on Legal Issues for VC Backed Firms
EO/MIT Entrepreneurial Masters Program
Year Two, June 18, 2010

Brette Simon of Jones Day is talking about legal issues for VC backed firms. She did a great job and this was a really good refresher. Here are my notes from the session…

Part I – Dos and Don’t for VC Backed Companies
(or Companies that want to be Venture Backed)

Not having these things buttoned up can cause investors to not want to invest or provide lower valuations.

1. Shareholder Agreement – Have a shareholders agreement (buy/sell agreement)
2. Corporate Records - Maintain corporate records (make sure you keep Board meeting records, Board approvals, a copy of stock certificates)
3. Board Minutes - If you hold a Board meeting, take minutes, put the minutes in the record book
4. Shareholder Loans - If you loan money to shareholders, paper them (interest rate, amount, maturity date)
5. Buy-back rights - Make sure the company has the right to buy back options or restricted stock if they leave the company (repurchase right).
6. Series of Shares - Minimize the number of series of shares (Series A-H might scare investors)
7. Types of Options – There are Incentive Stock Options and Non-Qualified Stock Options. Each has different tax treatment.
8. Phantom Stock – Consider using Phantom Stock – gives economic value without giving away voting rights (no exercise price and can be better than options as easier to exercise prior to liquidity event)
9. Intellectual Property Protection – use proprietary information and assignment of inventions agreement to ensure the company owns everything employees created. Without it being signed, original investor can come back and claim right to royalties to assets of the company. Have each employee sign when they start.
10. Personal Expenses - Do not run your personal expenses through the business. It’s not good for investors to see. You don’t want things coming out of due diligence that don’t look right. Can allow the IRS or a creditor to pierce the corporate veil and go after shareholders individually if you co-mingle personal and business because you didn’t honor and respect the corporate entity. Travel & Entertainment line item is getting attention from IRS right now.
11. Staff Classifications – Proper classification of overtime and 1099 contractors vs. employees. If you’re controlling what time folks show up and they’re working 40 hrs/week, likely need to be treated as employees.
12. Employee Handbook - Have an employee manual and handbook that sets forth the rules and regulations and protocols, and have it signed by each employee. Have each new hire verify in writing they have not taken any IP from their former employer.
13. Termination Release – When employees leave/quit/are fired have them sign a release. You have to give consideration for the release (some severance).
14. Employment Contracts – Avoid long term employment contracts (use at-will employment letter)
15. Insurance – Get EPLI insurance (employment practice liability insurance), difference from Errors and Omissions (E&O) and Director & Officers (D&O) insurance. EPLI protects against sexual harassment claims and wrongful termination.
16. Long-Term Contracts - avoid long term contracts without ability to terminate relatively quickly. Negotiate in 60 day termination clauses into 12 month contracts.
17. Rights of First Refusal (ROFR) - Make sure people don’t have the right of first refusal to buy your company as this can block the sale of a business even if they are minority.
18. Integration & Merger Clause – make sure in all your agreements. Says anything we talked about before this final agreement (oral agreements, etc.) is gone and all that matters is what is in this document.
19. Attorney Fees – In contracts have attorney fee provision that says loser pays attorney fees in any litigation.
20. Arbitration vs. Litigation - Benefit of arbitration is all private. Everything in a court is public. Litigation is more expensive. Arbitrators tend to split the baby and meet in the middle. ‘Mediation’ can be good to put in document prior to binding arbitration, which is non-binding and less expensive.
21. Financial Reporting Systems – critical for investors. A good controller or CFOs is worth their weight in gold. Investors what to know revenue and profit data broken out as much as possible (by product, region, SKU, etc.). You need to close your books once per year and give monthly data. Clean up your old bad receivables.
22. Audits – Investors preferred audited financials once the company reaches any scale (>$1M/yr in revenue). Can cost around $15k-$30k. If you don’t have audited financials, need really solid CFO. Without these investors will look for things that are wrong and give a haircut to the price. Minimize reasons investors can haircut valuation.
23. SAS 115 letter – Make sure the auditor gives you this after audit if you do one to tell you about your financial controls (aka management letter)
24. Management Team & Succession Planning – The company needs to be able to succeed without you. Make yourself irrelevant over time. Don’t have ‘founderitis’ where it is all you that has the operational control or critical sales relationships. Try leaving for 3 weeks and see what happens.
25. Customer Concentration – Make sure your largest customer is no more than 20% of your total revenue to reduce investor concern. Particularly of concern to a financial buyer who raises debt to buy your business. They lever the acquisition using debt capital. Not as concerned to a strategic buyer.

Part II – Raising Capital

1. Friends and family round – often sell common stock to instead of preferred stock. Likely the only money you can get pre-prototype when you’re just getting started. If you can self-finance through this stage, do it.
2. Angel/seed round – Between $25k and $500k. Invest at early stage.
3. VCs – Invest sometimes pre-revenue but usually when firm is generating $500k-$50M of annual revenue.
4. Private Equity – Investing in companies at a later stage when they have positive EBITDA. Looking for $2M+ annual EBITDA. PE firms use debt. In an Leveraged Buy Out (LBO), put in as little equity as possible and as much debt as possible.
5. Types of stock – Common stock and preferred stock. Investors get preferred stock usually.

Key VC Terms

Work to get multiple term sheets at the same time so you have much more leverage in the negotiation. Run a disciplined process with a target timeline for each stage and give investors who express interest a target date for receiving term sheets so you get them close to the same time (same day ideally and definitely same week) and can negotiate.

1. Participating preferred – Double-dipping for investors and very anti-entrepreneur. Investors get all their money back first then participate equally in the upside. Avoid in term sheets if possible and look for ’straight preferred’ (aka ‘vanilla preferred’). If you have to do participating preferred, say OK but cap it at 3x or 4x return and leave the rest to the common.
2. Liquidation preferences – Also avoid liquidation preferences above 1x.
3. Dividends – Sometimes there are dividends (~8%) in preferred stock that compound and accrue. Avoid this if possible.
4. Anti-dilution protection – Comes into play when in a down round. Better to have a weighted average than a full-ratchet anti-dilution protection. Full-ratchet would give investor shares at the new lower price instead of something in the middle. Broadbased weighted average better than the narrow base for the entrepreneur.
5. Mandatory Redemption – Forces company to buy-out investors shares at some point in the future.
6. Right of First Refusal – If you are trying to sell your shares to someone else, the investor has the first right to buy those shares.
7. Right of First Offer – If you issue new shares in a future round, the original investor has the right to buy in pro-rata to maintain their ownership percentage. You can put in a play-to-play position to flip on head and require investor to invest pro-rate or they may lose rights (like convert their shares to common).
8. Investor Rights Agreement - Says that investors can force an IPO
9. Board Composition - Usually investors will have seat on Board. Initially shoot for 3 person board with 2 internally members (founders or CEO/CFO) and investor. If have to go to 5 person board with 2 internal, 2 investors, and 1 independent nominated by common shareholders.
10. Drag Along Rights – Helps investors get out if they are the majority shareholder. Investors have an end-game. In 3-5 years they usually want to be out. This is a right that enables majority shareholder to force minority shareholder to allow the sale of the company.
11. Reverse Vesting – Investors can unvest shares you already own and force you to vest shares over additional years. A customary term, be aware of it.

Stages of raising capital (4-6 months)

Adding this in from my own experience. Brette only mentioned this timeline lightly. This is for running a competitive process and getting multiple term sheets, which is ideal but not always possible.

1. Decide whether to hire an investment banker or not to help raise the funds (usually costs 4-5% of the funds raised). Usually best to do yourself if early stage. Investors prefer non-ibanked deals. Investment banks can help a lot if later stage (post $25M in annual revenue) or if raising large round of more than $20M.
2. Create executive summary (3-4 pages) and teaser deck (~25 slides)
3. Determine firms who would be good investors
4. Reach outs with teaser/exec summary
5. Schedule calls with investors who are interested
6. Schedule meetings (at their office usually or on-site at your office for later stage firms)
7. Ask for indications of interest
8. Execute NDAs/Confidentiality Agreements if later stage. Make sure you can assign/transfer NDAs to any buyer of your business. Early stage investors often won’t sign NDAs.
9. Allow access to data room of initial diligence materials if there is one
10. Set date target for receiving term sheets with interested parties
11. Receive term sheets. Get them to be as detailed as possible.
12. Negotiate term sheets
13. Sign term sheet with investor you select, go exclusive with them
14. Complete final diligence items (30-45 days ideally)
15. Sign final documents
16. Get funds wired

Recommendation reading on investing is book Growth Company Guide 4.0 by Clinton Richardson. Remember the specific person who will be joining your board is just as important as the firm itself.

M&A

If you’re considering selling the company, recommended to hire an investment banker to help you focus on running the business and making sure the results come in. They know what market terms on. They do it for a living. They help create an auction process. You’ll usually pay between 2%-5% of the sale price to the banker. Get a lawyer involved to help.

Questions?

• Restricted Stock Units (RSUs) vs. Options
• 83(b) elections
• When you exercise Incentive Stock Options (ISOs), when do you pay cap gains and when do you pay ordinary income tax?
• When is Alternative Minimum Tax (AMT) triggered?

Don Hutson on High Performance Selling

Session 2, Don Hutson, High Performance Selling
EO/MIT Entrepreneurial Masters Program
Year Two, June 17, 2010

Don Hutson is now talking about how to increase performance in a sales organization. Here are the notes…

The Evolution of the Process Selling Over Time

1. The Product Pitch (Snake Oil in the 18 Century)
   not recommended, for historical perspective only
2. The Hard Sell (1960s)
   Doesn’t work today. Today selling relationships have to be built on trust. Not recommended, for historical perspective only
3. Relationship Selling (1970s)
   A high level of trust is enjoyed by both partners
   Relationship stress is kept at a minimum
   Strive to sell the customer as they like to be sold
4. Needs Analysis Selling (1980s)
   Listen before you talk. Never give a sales presentation before doing a needs analysis assessment. Information gathering is the cornerstone. Customer’s agenda is ever present. Constant monitoring for pertinent changes.
5. Symbiotic Selling (Created by Don)
   Importance is attached to the relationship. Client and salesperson are both energized to work together by common goals. Unique benefits are enjoyed by both.

Don’t be devoid of integrity. No one buys more than one time from a snake oil salesman. Don’t ask people to buy until there is trust.

Trust Based Selling

Don’t ask people to buy until there is trust. Speed up trust with referrals from existing customers and trust symbols. Make trust high and stress low to drive conversion up and sales cycle down.

Great sales professionals believe in themselves and their product. Few things are more contagious than an enthusiastic personality.

“The most remarkable discovery of our time is that we can alter our results by altering out attitude of mind.” Dr James Allen

Attitude in Sales

Attitude definition: The demeanor and spirit we choose to adopt and display from a given stimulus. Most people are just about as happy as they decide to be. Great sales people get over rejection quickly and are resilient. The attitude is the key.

If you’re doing great, notify your face. Smile on the outside. This displays confidence, optimism, and pleasant demeanor.

Motivation in Sales & Fire in the Belly

Motivation definition: “The pull of anticipation and the push of discipline.” Henry David Thoreau

All other things being equal, make more calls. If you have a sales person whose having a slump, their call count is likely deficient. And when the call happens, don’t throw up product info on the customer, do a needs analysis!

Motivation is also known as fire in the belly. Fire in the belly is “Passion for Results.” Therefore motivation is “passion for results.”

Current & Future Self-Image

The source of fire in the belly is the deviation between present and projected self-images. We are inspired when we see people with goals (who have a deviation between their projected self-image and the current self-image).

Narrow the gap between your team’s actual performance and potential performance by enabling them to improve their projected self-image and understand what it will take to get there. Most people haven’t scratched the surface of their own potential.

Ask for the MAB (minimum acceptable bottom) for sales unit expectations instead of what reps are hoping for. Get them to commit to themselves their own MAB each month.

The greatest salespeople today are analytical.

Great sales people ask great questions, are great listeners, and they learn from what they hear.

Coaching is “getting your people to develop the habit of doing the things which must be done to Succeed.”

Behavioral Interviewing

“The best recruiters and interviews are those who utilize a structured interviewing process in which they ask questions, the answers to which reveal some predictability about the applicant’s probability of success.”
- Dr Paul Green, Industrial Psychologist

Enhancing Customer Loyalty

“Helping a customer should always take priority over any other task!” Shep Hyken

Four ways to increase business:

1. Increase customer count
2. Increase average sale
3. Improve customer retention
4. Increase customer quality

It is six times more expensive to get a new customer than to keep an existing one.

The Loyalty Ladder (more loyal as goes down)

1. Suspects
2. Prospects
3. Customers (anyone whose purchased anything from you one time)
4. Clients (people that used to be just customers who buy from you multiple times and see your salespeople as a resource who provides solutions)
5. Advocates (people who used to be clients that  refer you to others unsolicited)
6. Confidants (people who buy from your company you know something personally about where trust is maximized. Can’t do for all but can do for 5-10)

The job of the sales person is to move individuals through this process and go from suspects to customers to client to advocate.

High performance sales people have an innate ability to compress more achievement in the same amount of time—because they have the ability to develop relationships better than low performance sales people. These high performance sales reps spend most of their time in relations with confidants, advocates, and clients–where the ROI of time invested in communicating with people is much higher.

Never ever violate the rules of integrity to move suspects into confidants.

Market share must be preceded by mindshare. It’s OK to over communicate but not OK to under communicate.

Four Step Formula for Success With the Loyalty Ladder

1. Make a List of 100 leads
2. Categorize each entry by labeling each
3. Place an asterisk next to each name that represents the greatest potential
4. Move asterisked entry to the next level on the loyalty ladder (by asking the right questions, building trust)

Needs-Analysis Selling

“Prescription before diagnosis is malpractice!” – Jim Cathcart

Personally perform period miracles for your customers. Make your customers say Wow!

You only need a good heart and a keen eye to perform customer service miracles. A miracle is anything that gets a customer to say wow.

Find congruent goals (overlapping needs).

Need analysis is an information gathering process. You use it every time you talk to the customer as needs change.

Needs analysis gives your prospects some authorship over what you ultimately present to them. Authorship is when you give another person the respectful right to be heard. Their opportunity to influence outcomes will greatly enhance their buy-in and eagerness to gain the desired results. Give your prospects a presentation in which your prospect helped design.

How to do a needs analysis with a prospect or customer

1. Be sure to talk to the key decision influencers as well as the key decision makers (they often have veto power)
2. Be consciousness in your approach
3. Impress them with the quality of your questions
4. Always take notes (and store them)
5. Ask probing questions
6. Clarify all substantive points; related not only to their needs but to their goals and objectives
7. Seek clear understanding

Great sales people are great at needs analysis.

Sales Negotiations

A negotiation is the (often ongoing) process through which two or more parties who positions are not consistent work in an effort to reach an agreement. – From The One Minute Negotiator

“Negotiaphobia is a fear of negotiating based on limited experience, discomfort with uncertainty and a lack of skill.”

Many people see negotiations as combat or conflict and they would rather just go along and get along.

Only ‘meet in the middle’ when it’s late in the negotiation and the spread is narrow and when you can tie it to a resolution to get the deal done.

Collaboration is the best type of negotiation as it is most conducive to the ongoing relationship and allows you to cook a better pie.

Going to Market

Make gathering competitive intelligence a constant project. Identify what competitors are doing that is giving them an edge. Differentiate value through the eyes of your customer. To sell value, make discovery a core competency personally and organizationally. Anytime someone wants to talk price, talk value.

Train your sales people to be value builders not price cutters.

Commodity – products w/o discernible difference that are available from multiple outlets.

7 Types of Differentiation

1. Product
2. Experiential
3. Relationship
4. Process (how you do what you do)
5. Technological
6. Marketing
7. Price (go last if you go there at all, unless you’re focused on volume)

Your value proposition is the complete, compelling value your offering is perceived as having to a prospective buyer.

Random Q&A:

It is best to have a compensation structure that has a mix between base salary and variable comp.

A draw on commission (paid in advance) is better than straight commission for the first year.

Presenter Bio
Don Hutson´s careers in speaking, management and sales have brought him many honors. He successfully worked his way through the University of Memphis, graduating with a degree in Sales. After becoming the #1 salesperson in a national training organization, he established his own training firm and shortly thereafter was in demand as a professional speaker.

Don has addressed over two-thirds of the Fortune 500 Companies and is featured in over 80 training films. Today he is Chairman & CEO of U.S. Learning, Inc. [Full Bio]

Dr. Gerry Bell on Leadership, Listening, Happiness and Peak Performance

Session 1, Dr. Gerry Bell
EO/MIT Entrepreneurial Masters Program
Year Two, June 17, 2010

I’m in Boston for a few days attending year two of the EO/MIT Entrepreneur Masters Program. Our first presenter this morning is Dr. Gerry Bell of my hometown Chapel Hill, NC from the Bell Leadership Institute. Here are the notes from the session.

The 6 Laws of listening:

1. You can’t listen and work at the same time.
2. You can’t listen and think at the same time.
3. There is no such thing as multitasking.
4. Everyone knows exactly when you stopped listening.
5. You can’t fake listening. You can’t pretend to listen. You can’t fool people.
6. People only tell you the truth when they think you’re capable of hearing it.

You can’t afford to live your life on the surface. Listen and you will go deeper.

When you’re listening, ask questions to clarify what people are saying and elicit additional information.

If you find you’re uninterested and eyes are glazing over, ask a clarifying question.

A good tool to get people to open up a bit is to say, “Can you tell me more about that?”

There’s a thousand pieces to the puzzle of most meaningful conversations. A lot of times the real meaning to why someone is saying what they are to you cannot be determined in level I.

Class comment: Active listening is foreplay for a woman.

Playback what people are saying to you when talking about deep or important issues.

Never say, “well I disagree with you.”It just throws down the gauntlet and won’t lead to positive results. (’Yes and’ them instead of ‘No, but’ them)

Listening is the essential skill to build an understanding of people.

You can learn to listen better.

Living With Authenticity

There is no other way to live than living with authenticity.

You live longer when you’re authentic and you’re profoundly happier.

We experience stress when we behave differently than we are.

People say “I’m going to start being myself when this happens.” Don’t miss life while you’re living it.

As yourself if you’re going to listen to this person, or not. Make a black or white decision. Don’t half listen. Either 100% listen or delay the conversation.

Say, “I’d love to see you, I’ve got a deadline. Let’s discuss this at XX time.” Be pleasant, look at them, smile, and move on and then come back to it when you can focus.

Whenever you go to talk to someone, ask them if this is a good time.

Live authentic, open, and clear.

Emails/texts should only be used for surface level communications (level 1). The more personal it is, the more important it is to talk in person or at least by phone.

You have to guard your time as much as your money.

Skills Needed to Make Money

• Technical Skills/Specialty Skills
• Commitment: Ability to commit yourself with deep 100% focus on what you’re doing
• Interpersonal & Leadership Skills

Commitment is built by loving the work you do and being able to enter flow. The worst thing that could happen to you is to wake up and not love going to work. Make sure you’re doing things you love to do for your profession. Make sure you wake up and are so excited you can’t stand it.

Your personality dictates how you lead. You better be great in people skills to build a successful organization. Invest in yourself to build yourself. The smartest decision in someone’s life is to build themselves. Work on your people skills before you have kids as your kids will inherit your personality weaknesses. Your childrens life will be better if you invest in yourself. Your business will do better if people like you. People do business with people they like.

Warren Buffet has made $50B and his conclusion was ‘invest in yourself.’ He said ‘take communication courses.’

The best leaders are outstanding with people. The worst leaders are not good with people.

Living a Great Life

Boredom will make you crazy. You should never never never never retire. If you retire to go play you are likely to have the most unhappy period of your life. A lot of people sell their business to recover their happiness. Don’t do that, change your business. To have a great life you have to be exhilarated about getting up.

You have to create your life so every day you wake up you love life. Don’t ‘make a lot of money so that you can have your life back later.’ You can actually make more money by focusing on doing what you love to do, because you’ll be passionate about it.

Dr. Bell studies peak performance in a complex life. It is possible and is looking at examples of how to do it to stay at prime.

Don’t overwork as then you’ll burn out and want to quit.

Peak Performance

When were you most engaged? What caused this?

When were you least engaged? What caused this?

You cannot produce better than when you are in prime. Performance comes on a bell curve. You are best at 100mph, not 200mph.

You have a significant increase of illness when you work too hard. Hiatal hernia, heart disease. You have significant increase of destroying your relationships with spouse, kids, parents. You become flat and you dislike what you do. You’re unhappy. The happiest time is when you’re at prime. You can’t have more fun and have a greater impact on humanity when you’re at prime.

If you’re going 115mph you become grumpy, irritable, impatient, and don’t sleep well. You die early.

It’s hard to contribute to humankind if you’re dead.

If you love it, working long hours is not bad. If you don’t love it and your strained, it is bad.

Don’t work like a dog until you’re 50 and then wake up and have no health, no spouse, no family.

Every day you wake up your goal should be to have the best day you’ve ever lived.

Do great work every day.

We’re in the 21st century of understanding science and in the 1st century of understanding people. The secret to make the world a better place is to have great leaders who build businesses who provide jobs who are worthy of human life and someone can go home and buy food for their children, and have shelter, and educate them.

When you go through the slums of Sao Paolo or Somalia, the only solution will be if people who are entrepreneurs build businesses so people can have jobs.

Great leaders build great companies. Average leaders build average companies. Poor leaders destroy companies.

The 7 Causes of Happiness or Unhappiness

1. Yourself
   Do you like yourself or not? You have to like yourself to be happy. If you don’t like yourself, money is irrelevant. Invest in yourself and helping your children become effective, achieving, happy people.
2. Loving Relationships
   You don’t have to be married, but you have to have the ability to love. If you can’t love you’re missing one of the joys of life. This is a genetic need of human species.
3. Health
   The biggest single mistake people make is to throw away their health and abuse themselves. Be as good at mastering your health as your business. You can’t make the world a better place if you’re not here. The average human body is designed to live to 100. 70% of life expectancy is lifestyle, not genetics. Do you love being alive? If you do, you should set a goal to be alive as long as you can. Don’t throw away your health and then at 60 try to start over. Set a goal to live to 100. Do you want to see your grandkids? We are thoroughbreds in the Kentucky Derby and we need to train to be able to perform.
4. Work
   Can be the greatest joy or greatest pain. Make sure you’re working on what you love doing.
5. Money
   It’s not how much you have, it’s how you see it. Do not make your childrens’ lives easy with your money. Rather teach them skills to solve their own problems. Make sure your child has a job by age 11. Work ethic is ingrained by age 12. We got to be successful because we learned to work early.
6. Spirituality and Community
   Feeling of giving back and contributing to the world. When you leave the world leaving it better off than when you.
7. Fun
   You should have as much fun as humanly possible without destroying your work, family, marriage. You normally drink as much as you don’t like yourself. Drinking dulls your senses.

Develop Your Six Core Compentencies on Being a Great Leader

1. The Entrepreneur
   Initiator, developer, seeks and finds opportunities, seeks success and achievements, positive can-do attitude, high goal setter
2. The Competitor
   Assertive, honest, faces problems squarely, raises the bar, rises to the challenge, makes the tough decisions well
3. The Producer
   Focus on getting things done, organized, takes leadership, does it now and gets it done, a finisher, streamlines work, maintains focus and priorities, highly disciplined
4. The Stabilizer
   Recovers quickly from mistakes and failures, has confidence, cool under pressure, calm, balances priorities and time, paces self, careful
5. The Team Builder
   Good listener, giving, supportive, builds teamwork, gives love and affective easily, mixes easily with others
6. The Creator
   Innovative, flexible, fun, good sense of humor, strategic thinker, adapts easily to change

Manage Around and Reduce Your Six Extreme Personality Pattens

1. The Performer
   Overly ambitious, takes too many risks, prpmises more than can delivery, manipulates people for own success, over extends self and others
2. The Attacker
   Too critical, fault finding, disrespectful, too aggressive, argumentative, rude and abrupt, destroys teams, destroys relationships, makes people afraid of you
3. The Commander
   Domineering, rigid, controlling, inflexible, overly analytical, micromanager
4. The Avoider
   Too cautious, avoids risks, does not take initiative, is afraid to fail, too detail oriented
5. The Pleaser
   Too nice, allows others to take advantage, smooths over conflicts, backs down from competition, too agreeable, won’t fire anyone
6. The Drifter
   Disorganized, messy, impulsive, starts things and doesn’t finish, short attention span. If this is you, build your ‘Producer’

Make your goal to be every person you see, when you’re done seeing them, they feel better. Be open and caring toward people. Everyone you see and talk to wants to be talked to. Don’t be cold, critical, or hostile.

===========

Presenter Bio:
Dr. Gerald D. Bell, founder and CEO of Bell Leadership Institute, is a leading consultant to major business organizations throughout the world. He is also an award-winning professor, rated by Forbes Magazine as a “Don’t Miss,” at the Kenan-Flagler Business School at the University of North Carolina-Chapel Hill. Dr. Bell’s cross-industry experience and in-depth expertise have earned him a reputation as one of the most sought-after keynote speakers and effective resources on leadership in the United States and abroad. [Full Bio]

Volcano Causing Entrepreneurs to Be, Well, Entrepreneurial

I’m stuck in London for a few days due to the Eyjafjallajokull volcano eruption in Iceland.

I’m looking outside my hotel window at a calm Heathrow airport. It’s filled with parked planes, but nothing and no one is moving. All of the UK and much of European airspace is closed.

Here’s a concerning part–the last time the Eyjafjallajokull volcano erupted in 1821 the eruption lasted for two years. Oh my! This volcano could affect European air travel for quite some time. The International Air Transport Association (IATA) has said airlines are losing about £130m per day in revenues.

Fortunately the forecast is calling for a storm toward the end of this week that should make it safe to fly again, at least for a time.

I’ve looked into taking the 7 day Southampton to New York cruise home (people are actually considering this!) or getting a ferry to Bilbao, Spain and then a train to Lisbon, which is currently open for most flights, but it would take at least three days to even get to Lisbon from London at the moment as the ferry services are mostly booked up.

So I’m going to get comfortable and get some work done. It looks like iContact’s European headquarters will be opening tomorrow .

In the meantime I’m attending TEDxVolcano tonight in London which looks fun! A few hundred entrepreneurial attendees of the Skoll World Forum on Social Entrepreneurship and OxfordJam remain stranded as volcano refugees–so Nathaniel Whittemore has in 24 hours organized this event to bring us back together in true entrepreneurial fashion.

Also entrepreneurial is a ‘rescue mission’ set up by a local TV host here who is taking Britons stranded in France back to the UK by boat.

Some here are suggesting the UK, French, and US militaries need to get some transatlantic boat services running to get people stranded on both sides of the oceans home and back to work and their families. A lot of people here would take a guaranteed 7 day return at this point.

Anyone have any creative ideas on how to get back to North Carolina?

Social Good With Market Returns at Skoll World Forum on Social Entrepreneurship

Why I’m At Skoll…

I’m in Oxford, England today for the first full day of the Skoll World Forum on Social Entrepreneurship. I’m making great connections with investors who care about social impact equally to financial returns and learning how iContact can be a more socially responsible enterprise.

Our vision for iContact is to “Build a great global company based in North Carolina for our customers, employees, and community.”

So I’m here to ‘go to school’ for three days on how to truly maximize return for customers, employees, and community so that we can in turn maximize financial results for our shareholders. Fiduciary duty can go along with human social duty!

To me, having a formal CSR program and caring about impact for the customers, employees, and community is just good business sense that in fact maximizes financial return.

Increasing Financial Results By Focusing On Social & Environmental Impact

Personally, I strongly believe, in today’s new world, ensuring your business provides a positive social and environmental impact (or at least not a negative one!) will increase your financial return, not decrease it. I’ve seen this happen with numerous for-profit socially responsible companies like Ben & Jerry’s, The Body Shop, Whole Foods, Burt’s Bees, and Salesforce.com.

How can focusing on social impact improve financial results?

How can focusing on social return improve financial results? In three simple ways.

1. The type of employees who want to work at companies that care–companies that put equal emphasis on profits and purpose–are the most productive and often most aware and intelligent team members.
2. There is a growing movement toward consumers who care. Consumers will have much more brand loyalty to a company that they know cares and makes a positive social impact.
3. When customers become passionate about a brand they talk about it more and more people will write about it.

The Tipping Point

After 30 years of so many in the social enterprise field working towards this, the tipping point has been passed wonderfully and thankfully. As the Dean of the Oxford Said Business School Colin Mayer said last night, the financial crisis has shown that short-term focus on only financial results does not lead to long term success.

Organizations like B-Labs have succeeded in changing public policy toward the benefit of companies who care. Self-interested (”greedy”) business owners who want to make money will now wonderfully benefit financially from implementing a formalized Corporate Social Responsibility program and ensuring they track and social impact and environmental impact.

The invisible hand is now starting to work toward social good with economic growth now that incentives are being realigned properly toward sustainable economic growth. While there is much more path to tread toward truly aligning policy incentives and consumer purchasing behavior toward companies who care–it is happening and the tipping point has passed! Eureka!!

Social Good With Market Returns?

Right now a panel called ‘Social Good With Market Returns’ is about to begin. I’ve been tweeting a lot about the conference via @ryanallis.

The moderator is Herta von Stiegel of Ariya Capital.

The speakers are:

Nick O’Donohoe, Global Head of Research JP Morgan
David Chen, Principle, Equilibrium Capital Group [video]
John McCall MacBain, Founder and Director, McCall MacBain Foundation

Nick from JP Morgan is talking about the Social Finance group at JP Morgan. Nick is not a “normal banker.” They invest in social enterprises that have a double-bottom line (financial and social). This social investing field is also being called “Impact Investing.”

Ensuring Off-Balance Sheet Externalities Are Positive

There is a engaging discussion going on now at the panel around off-balance sheet externalities (positive and negative) of impact (positive or negative). Nick says “every time we make an investment we are creating externalities.” He says these externalities can be positive (jobs) or negative (pollution). He says “for the first time the investment community is measuring the social impact of what they are doing and only investing in companies that create net positive externalities.”

This discussion is at the core of global history of the past 200 years as the ideological battle between communism, socialism, and capitalism has been waged. The new consensus that is emerging here is that what has won (and in fact what must win for the sake of humanity’s ability to continue) is socially responsible capitalism. As John Perkins points out in Hoodwinked, there is nothing inherent in the model of Capitalism and the competitive market economy that require off-balance sheet externalities that destroy the world.

Taking Into Account the Full Cost of Environmental Damage

Now the discussion is revolving around how to adjust public policy to enable the true cost of negative externalities to be accounted for in the financial accounting results. Some are saying the Holy Grail for improving the world through business is to make all investing ‘impact investing’ by taking into account the true cost of environmental resources that are not renewed into Generally Accepted Accounting Principles (GAAP).

“Better accounting for negative externalities is really important” said John McCall MacBain of the McCall MacBain foundation just now on the panel. The discussion is revolving around environmental costs being forced on any organization that destroys a natural resource (public good) that does not replace it sustainably and the impact this would make on ensuring warped incentives are not provided to global financially-focused Boards of Directors.

The discussion has shifted to bringing the silos of philanthropy, impact investing, running non-profits and socially responsible for-profit entrepreneurship.

Borrowing a meme from my friend Judith Cone who worked at the Kauffman Foundation and now works at UNC as a Special Assistant to the Chancellor for Innovation and Entrepreneurship, perhaps it is all about where goodness lies. Goodness can be in the heart of the public sector official, for-profit socially responsible entrepreneur, non-profit executive, global multinational Board member, activist, or investor.

Nick O’Donohoe from JPMorgan is speaking about how JP Morgan can access capital high net worth individuals and institutions they work with which want to tap into investment funds specifically set up for investing in companies who put an equal emphasis on social impact as financial results.

Questions & Comments?

What questions are there on this topic of public policy changes and investing in companies that create social good while achieving market returns or above market returns? I’d love to discuss this more!

You can follow tweets from the Forum here.

Microequity at Skoll World Forum on Social Entrepreneurship

What Comes After Microloans?

As a technology entrepreneur and angel investor in both North Carolina and East Africa, I’ve been thinking about what comes next in microfinance? To me, it’s microequity.

I had a fascinating breakfast this morning here in Oxford on the topic of microequity. The field of microequity is nascent, but rapidly growing. To me microequity is investing small amounts in for-profit socially responsible companies, particularly those in the developing world. I’d consider the core of microequity investment ranges are between $5k and $100k in for-profit socially responsible companies in the developing world.

Microequity investing can fill a tremendous need for capital for SMEs that can help a small business grow when microloan maximums have been reached but an entrepreneur is not yet able to access banks and larger scale institutional investors.

Effectively, microequity can be seen as seed funding and angel funding for companies in the developing world–with the exception that investing $25,000 in an existing company in the developing world really is growth capital rather than seed capital as this amount of capital can go much further and in some cases get a company past cash flow positive.

A Model for Microequity

From my vantage there seems to be a profitable (and hence scalable for greatest social impact) model that is now being developed investing in these microequity capital ranges in many parts of the world and filling the gap that sometimes exists between microloans, banks, non-profit investing funds, and institutional capital while creating tremendous social impact through sustainable job creation and economic development.

Overhead costs, deal selection, accounting transparency, and methods of obtaining the return are perhaps the most challenging obstacles to achieving a market rate of return to the investment. We talked about how all of these challenges can be overcome. There is such a huge gap here that traditional finance has not yet solved and there so many high quality opportunities to invest in while making a tremendous impact.

One suggestion centered around taking a pre-agreed upon percentage of free cash flow (FCF, or effectively net profits) that is pre-agreed upon in advance. Another suggested revolved around tying returns to a revenue multiple since EBITDAs are easier to manipulate by non-audited smaller companies.

Personally, my interest is in helping small, high potential companies based in the developing world owned primarily by local entrepreneurs access the mentorship and financial resources they need to grow into the future leading companies in their respective countries and eventually take their firms public on regional stock exchanges when run. It will likely take a couple decades to bring together the educational (human capital), governmental, and infrastructural resources needed to help small companies run by smart ambitious local entrepreneurs thrive–but the trend toward local entrepreneurial-led (often ICT-related) economic growth is already happening in Kampala, Kigali, Dar es Salaam, and Nairobi and so many other emerging markets globally from what I’ve seen.

To me, small business growth is the key to sustainably growing an economy and effectively increasing per capita incomes (otherwise known as reducing the number of people in urban and rural areas in poverty) and I believe through the right local trust networks for deal flow and local entrepreneurial support and mentorship models it is quite possible to achieve very strong returns investing today in high-potential for-profit socially responsible companies in the developing world.

Not Replacing NGOs, Non-Profits, and Public Sector

Investing in for-profit socially responsible companies in the developing world does not replace the need for a strong effective transparent public sector and does not replace the need for investments from non-profit organizations and NGOs.

Rather, it is additive to creating sustainable bottom-up economic development that creates local constituent-based growth in a way that reduces inequality of opportunity–and it happens to be where I think I can add value with my background as a venture-backed technology entrepreneur at some point.

Creating a venture capital fund that puts social return equal to financial return is something I hope to focus on someday down the road and create a scalable model that provides market-rate returns (15-20% per annum) investing in high-growth entrepreneurial ventures in the developing world run by local entrepreneurs (likely in the energy, solar, water, agricultural, low-cost medical device, software, and Internet fields).

Microequity Breakfast This Morning at Skoll

The microequity breakfast attendees this morning were:

Forrest Metz, Dev Equity, based in Oxford
Ryan Allis, iContact, based in North Carolina USA
Allan Barkat, Dualis, based in Israel
Naoko Felder-Kuzu, Socential, based in Zurich
Ron Boehm, Boehm Gladen Foundation, based in California, USA
Rob Pettit, Sumaria, based in Dar es Salaam, Tanzania

We chatted about a number of social venture funds investing in equity in the developing world such as GrowFin, BusinessPartners, TBL Mirror Fund, InReturn, ManoCap, and Jicana.

We had a great discussion around the technical structure around how to achieve market-based returns investing in for-profit socially responsible companies in the developing world.

We also talked about networks of socially responsible investors including Social Venture Network, Aspen Network for Development Entrepreneurs, and the Global Impact Investing Network and marketplaces for entrepreneurs in the developing world raising capital like BidNetwork and NeXii.

Questions & Comments?

What questions are there on this topic of microequity and investing in companies that create social good while achieving market returns or above market returns? I’d love to discuss this more!

Tech Awards: $50K for Using Technology to Address Humanity’s Challenges

Tiffany Yee from Santa Clara University reached out tonight to ask me to share information about the upcoming Tech Awards which is offering five winners $50k each to scale their innovation solving a major human challenge.

The Tech Awards, a signature program of The Tech Museum, honors innovators from around the world who are applying technology to address humanity’s most urgent challenges.

In partnership with Santa Clara University’s Center for Science, Technology, and Society, 15 Laureates are selected annually and $50,000 is awarded to one Laureate in each category: Environment, Economic Development, Education, Equality, and Health.

Individuals as well as nonprofit and commercial organizations are eligible. Anyone may submit a nomination. Self-nominations are accepted and encouraged.

Deadline for nominations is March 31.
Deadline for final applications is May 5.

This year’s Laureates will be honored during a week of activities in Silicon Valley leading up to The Tech Awards Tenth Annual Gala on Saturday, November 6, 2010.

You can nominate today at www.techawards.org

Past winners can be found at http://www.techawards.org/laureates/

Bull City Forward: Looking for Socially Responsible Tenants in Durham

Bull City Forward is opening up a coworking/incubator space in downtown Durham on March 1st for socially responsible companies and non-profits. They are providing subsidized office space and services that include:

• Central Internet, fax, copying, phones, mailing address, meeting rooms
• Workshops on fundraising, legal structures
• Networking events, speakers and a community of change makers
• Space for members to host their own events

They will be in the Greenfire building at the Kress Building at the corner of Mangum St. and Main St. at 101 West Main in the heart of Durham.

For information on becoming a tenant you can contact Alison Dorsey at alison.noel.dorsey[at]gmail.com.

The Durham Herald-Sun did an article on their vision in January.

It’s truly wonderful what is happening in Durham. This city has been transformed in the past five years and the pace of positive change is accelerating!

How I Aligned What I Love With What I Do & Scaled Myself

This post will require a certain degree of vulnerability. Sometimes we build a hard shell around us when we’re going through difficult times. This is a story of personal growth.

A year ago I was sitting late at night in my Durham office at iContact wondering if I’d become a corporate sellout.

Was I trading in some of my most productive years of life to build a company I was no longer passionate about?

I had gone from being an entrepreneur to a manager. I was 24 and we had 150 employees and $20M in sales. I was dealing with purchase order forms and paid time off policies. We had achieved all the goals we had ever set out for ourselves. Where was the entrepreneurial passion?

We had gone from #20 to #2 in the market in five years and I had no idea how we’d get to #1. I thought it might be the time to start thinking about finding my replacement.

Even though we were still growing very quickly, we weren’t quite growing at the same percentages as we were before and for the first time in our company’s history we were going to have a year in which we would not double sales.

My confidence was wavering. I had made some big mistakes:

• I had waited too long to launch a stock option plan for the whole company.
• I hadn’t hired a CMO soon enough.
• I hadn’t built the right ecosystem of mentors that could help me get to the next level as a CEO.
• I had focused too much on the surrogate-family side of our culture and not enough on the performance-focused side that was needed.
• I hadn’t created values that people believed in and used every day. I could recall just four of our ten values without looking.
• I had waited too long to start a formal manager training program.
• I hadn’t truly aligned my passion for social responsibility into the ethos of the corporation.
• I hadn’t created any effective mechanism for communicating strategic direction to the company and we had a lot of confusion as to what our focus was and operating choices were being made with different assumptions as to direction.

And these were just the mistakes I knew about!

Was I Right for the Job?

As I sat there in May 2009 I wrote in my journal “I’m not sure I’m the right person anymore to lead the company into this next stage of growth. We need to make some changes to keep the growth and hit our goals. Scary to think about. Terrible to have lost some of my confidence.” I wrote an email to our CFO on May 20th thinking about succession planning for me.

I wasn’t sure whether we should try to get acquired or keep the faith that we’d get to the $60M-$70M in annual revenue needed to go public and stay on track for the 2012 IPO. At certain points I lost the faith.

Finally in July we got the CMO we wanted. And things were looking way up by the end of the summer when we got an investment term sheet with a nine figure PMV. Wow!

But then came October. In the same week my business partner got cancer (he is now doing well!), my mom started having worsening chronic arm pain (she is now doing better), and a company that was looking to acquire us told us they weren’t going forward. I guess they say that difficult times are the foundry from which greatness is cast. But it’s sure not fun being the molten iron!

Through that baptismal fire I came to a critical understanding of self and what I needed to do to align what I love with what I do–something I’ve been preaching atop the mountain for five years in speeches but only half-heartedly living. It helped me discover my authentic self. It helped me find my Csikszentmihalyian flow.

Motivated More Than Ever

So I sit here tonight in my home in Chapel Hill motivated more than ever. iContact is now at a $34M revenue run-rate and growing that by more than $1M each month. We will hire more than 50 new team members in 2010. We had our first ever post-investment EBITDA positive month in December(!!!). We’re well on our way to fulfilling our dream of “building a great sustainable company in NC for our customers, employees, and community.” And we’ve got a plan to go from #2 to #1. We have a plan to win.

I no longer question whether I’m a corporate sellout putting in my time. I’m aligned, I’m focused. I’m learning. I’m surrounded by amazing people every day who know how to do what they do so much better than I ever could.

What I Changed?

So what did I do? Three things (and I’m still working on fully implementing them)…

1. I worked to align my long term life mission with what I do everyday today. My life mission, the one that’s been on my bedroom wall since May 2007, is to “be a leader of our generation as we work to end extreme poverty in our lifetimes.” While I was learning a lot about leadership and management and being paid to do it, I was somewhat unclear how building a SaaS company aligned fully with a passionate desire to end extreme poverty in the developing world over the next fifty years. The incessant question in my head was whether I’d be better off finding my replacement and either applying to the Kennedy School of Government or moving to Africa to invest in entrepreneurs there. I learned a lot about the integrated 1/1/1 corporate philanthropy model of Salesforce.com and wanted to see if we could do that at iContact. On January 8th, 2010 we launched an expanded CSR model, what we call the 4-1s Corporate Social Responsibility Model, at iContact in which we take 1% of equity, 1% of product, 1% of employee time, and 1% of payroll and invest it in local and global non-profit organizations. Since we’ve expanded this CSR program I’ve been able to see the tangible and immediate connection between my passion for social responsibility and what I do going to work every day. In 2009 iContact contributed $109,000 to 63 different 501(c)(3)s and in 2010 we’ll reach $150,000. But it’s not just money anymore. Now, each of our employees has the opportunity to be paid to take 1% of their time (2.5 days off from work) each year to do community service during business hours, which we’re tracking through VolunteerForce. While we’ve got lots of work to do to improve it, the model has real impact and tangible value for us and the community and it’s significantly helped me to a much greater degree see the meaning behind what we do everyday. I love it!
2. We changed our company values at iContact. I realized in July of last year that we had ten “Corporate Values” but I could only remember four without reading the sheet. At an EO entrepreneurial exec ed program at MIT in June I learned you should never have more values than you can remember and that to be worthy of being a company value you’d have to be willing to let someone go if they didn’t live up to it. Our values fit neither requirement. In December at our two day Senior Leadership Team (SLT) offsite in Chapel Hill we came up with WOWME. WOWME stands for 1) Wow the Customer 2) Operate with Urgency 3) Without Mediocrity 4) Make a Positive Wake and 5) Engage as an Owner. We launched these values last month at iContact and now every SLT member knows them by heart and we’re working toward all managers using them during every performance and coaching discussion. We will hire and fire by these values, live up to them, and hold each other accountable to them. They’ve even inspired me to pick up my game and get it in gear. I love it!
3. I let go of control. The best thing I’ve ever done for the growth of iContact is let go of control (and I’m still working on this skill). We have a six person Senior Leadership Team at iContact that can all do their jobs much much better than I can. We now have a thirteen person Leadership Team underneath them all of whom have more business experience than I do. When I realized that my job was not to ensure they did their jobs the right way but rather to enable them to do their jobs and hold them accountable for the results, my world shifted. I’m still learning in this area, but this single realization is enabling me to scale. I now focus on 1) people 2) strategy 3) culture 4) investment. Each time we get to a new stage in our company’s growth ($100k, $1M, $5M, $10M, $25M) I have to reinvent myself and my job description. I love it!

And here are some other life changes that are less critical to helping me align what I do with what I love, but are still fun to share…

1. I made an equity investment in an African company. On January 4th I became a 10% owner of Village Energy Ltd. of Kampala Uganda. For four years I’ve been personally making contributions to non-profit organizations focused on ending global poverty. My philosophy has changed on economic development over the past year. Today I believe that while effectively monitored bilateral aid is an important component of ending extreme poverty and emergency humanitarian aid is morally and critically necessary in many locations, an investment in a local entrepreneur in Africa will have much greater long term impact in terms of job creation, tax revenue base, and constituent-focused democratic institution building. I was very excited to invest in Village Energy which is bringing a $60 solar panel powered LED lighting solution to rural village homes through a microfinance and franchise distribution model for $3-$4 per month per home. The product is a substitute good for kerosene which often costs $5 to $6 per month, causes lung inhalation problems and often burns down the thatch houses. I hope this $15,000 investment turns out to have much greater social impact than a $15,000 contribution. There is SO much opportunity to invest in Africa and so many entrepreneurs and companies poised for growth. And there is a huge gap between the countless MFIs that loan out $50 to $1000 and the Acumen Fund which invests $50k to $250k. Ten years from now I dream of running a socially responsible venture capital firm on the African continent. The challenge will be finding a scalable model of investing $5000 to $50,000 at a time. I think it can be done. I know the pipeline is there.
2. We started a new entrepreneurial division of Virante. Virante is a 11 person company downstairs in the iContact building that I started as “Virante Design & Development” in 2000 that is now run by CEO Malcolm Young. I won’t say much about this early stage effort now because the team is still acquiring all the related domain names and IP, but it’s a socially responsible ecommerce play that I’m extremely excited about. Fortunately we’ve already got the team to make it happen and it won’t take much time. With the help of the Virante team and a 17 year old intern Aneesh that comes in each Wednesday they’re making it happen. Here I must quote my new New York friend Kim Scheinberg, “Starting a company is like having a baby. By far the most enjoyable part is the idea conception phase.”
3. I followed my passion for writing and started the next book. This post is the beginning of book #2. My plan–one 5 page blog post per week that by the end of 2010 will be a ready to become a book. The title–”Dare Mighty Things: How Entrepreneurs & Social Entrepreneurs Are Changing the World.”

I have had two wristbands on my wrist since November. The first one says “Make Poverty History.” The second, “$100M in 2012.”

Thank you to everyone who has supported me through this endeavor and to all who are with us in this journey.

Here we go…

================

Thoughts, comments, suggestions??? Feedback is the breakfast of champions!

Changing the World Through Business

Here are the slides from my speech last weekend at the Entrepreneurship Education Forum in Norfolk, Virginia.

The presentation was called, “Changing the World Through Business”

The link is: http://bit.ly/3hTqhb

UPDATE: Here’s the video…

Enjoy!

-Ryan

« Previous Page — Next Page »