"In general, the more successful a startup is in the early stages and the faster they grow towards a unicorn, the more likely the founder is able to maintain majority control even all the way to exit. So if you look at, for example, Mark Zuckerberg—even though he has a minority share in terms of his economic rights, in terms of a percentage of the entire company—he has a special class of shares that gives him control and voting rights that allows him to have an outsized control versus his actual economic control. But that's a function of the fact that Facebook grew very fast and was very successful, and investors were willing to give him more control rights even though they were taking up economic rights for themselves to share in the risk and reward." - Jeremy Au, Host of BRAVE Southeast Asia Tech Podcast" - Jeremy Au
"Anti-dilution provisions are basically saying that investors have the right to protect themselves from dilution over time. There's all kinds of versions of this—ratchet versus full weighted average—but they're quite significant, and they actually can be quite onerous in Southeast Asia, primarily because of the smaller size of outcomes historically to date, but also the less mature VC ecosystem. So this is something for you to be aware of. And lastly, of course, is the employee options pool size, which is how much of the economic pool we are saving for employees. Because you, as a VC, you're negotiating with the founder, but then the VC wants to make sure that there's enough economic upside to be shared with the key leadership team who are not the founders, so there is a third person in the room that is not being compensated for, and this is how they discuss and negotiate that." - Jeremy Au, Host of BRAVE Southeast Asia Tech Podcast" - Jeremy Au
"Convertible notes and SAFEs are simpler instruments that were generated over time. So in the past, if you go back 30 to 40 years ago, all investments were done through priced equity rounds. But convertible notes came second, and what they were was that convertible notes were basically saying, 'How do I create a debt instrument that allows me to be protected as a debt instrument for the next, for example, two to three years, but at the right timing be able to convert into an equity type of outcome?' So it's meant to be a simpler document which uses a short-term interest rate as well as some other control mechanisms, but basically it looks like debt in the short term but converts into equity at a future date. Convertible notes were historically built to make it easier for early-stage startups to use less lawyer time, use less accountant time, and come to agreement about what needs to be done." - Jeremy Au, Host of BRAVE Southeast Asia Tech Podcast" - Jeremy Au
In this episode, Jeremy Au speaks on the funding game: mastering SAFE notes, board seats, and control.
Keywords: Funding Game, SAFE Notes, Board Seats, Control, Singapore, Southeast Asia, Startup, VC, Thought Leadership
