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Inside the Boardroom: How VCs Actually Deal with Fraud & "Bad Faith" Founders

Inside the Boardroom: How VCs Actually Deal with Fraud & "Bad Faith" Founders - E690

Jecky Pelaez of Kickstart Ventures on the inside reality of VC boardrooms, how to spot bad-faith founders, and navigating down rounds and startup governance in Southeast Asia.

"Governance can sometimes be put on the back burner because the priority for a startup is growth and profitability. However, the reality is that governance is essential because we all operate within systems and jurisdictions that have specific requirements we must meet. Beyond just legal requirements, it is about the actual board dynamics—ensuring that your directors and advisors actually know what is going on, can add true value, and ensure that the company follows its shareholders' agreements rather than just operating in a 'loosey-goosey' manner." - Jecky Pelaez

"You have to keep the founders motivated. At the end of the day, if you believe in the founders and you trust them as good faith partners, they are as important to the business as the capital you bring in—perhaps even more so—because the business simply doesn't move without them. When we try to structure deals, especially during difficult times, we find ways to keep them whole through milestone-based awards or ESOPs, because if a founder is demotivated or disillusioned, no one is going to want to buy that company anyway." - Jecky Pelaez

"There are significant differences in how jurisdictions like Singapore and the Philippines support startups. In Singapore, companies are taxed based on the net profit they make, whereas in the Philippines, businesses can be taxed on their total revenue—which is incredibly difficult for startups incurring losses in their early years. Additionally, while incorporation has moved online in the Philippines, the sheer number of government agencies that don't communicate with each other makes the annual compliance and permitting process very daunting for new founders." - Jecky Pelaez

00:00 - Introduction to Jecky Pelaez and the role of Kickstart Ventures.

03:53 - From Banking to Law: Choosing to be in "the room where it happens."

08:13 - A Day in the Life: Managing fund compliance, deal diligence, and "putting out fires."

11:40 - The Governance Shift: Addressing fraud and the "chilling effect" in Southeast Asia.

16:53 - Navigating the Mess: The complexity of bridge rounds and aligning investor interests.

22:15 - Market Correction: Transitioning from growth-at-all-costs to sustainable profitability.

26:34 - The Legal Fine Print: Why math equations beat English words in cap table negotiations.

31:11 - Protecting the Founders: Balancing downside protections with founder incentives.

35:15 - Doing Business in the Philippines: Navigating taxation, audits, and agency silos.

38:21 - Defining Bravery: The practice of courage and moving forward through grief.

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Keywords: Philippines Startups, Venture Capital Law, Corporate Governance, Startup Taxation Philippines, Southeast Asia Tech, Founder Dilution, Bridge Rounds, Profitability vs Growth, Venture Capital Philippines, Legal Compliance for Startups

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