Last week I had a meeting with a friend turned entrepreneur. We talked about the company he was forming and it sounded really interesting, interesting enough for me to put in some early money into it. We then moved to talking about possible angels who would fill out a first funding round.
These were angels who were also individuals very prominent in the area of business he was going into. They were definitely going to be helpful in building the business and be able to make the chance for success much higher.
Since he was my friend, he also told me what these people were like. They are very money focused. And they will do anything to maximize their gain, potentially at the expense of others.
I thought about this for a moment. At first, I thought what could happen if I were to invest early, probably into a convertible note, and then convert to the preferred series? Aren't I protected by preferred rights?
Then it dawned on me what could happen. Let's say the preferred round closes. Then a few months later, the board is faced with the other angel investors proposing to change their own rights. They propose changing them so that they can, upon majority vote of the shareholders, buy out any shareholder. My friend who will undoubtedly be on the board of directors may oppose this, knowing why this is being proposed, which is to squeeze me out. He tries to defend me but then the angels apply leverage in that they could make life much more sweeter to him and his business if he agrees to the change in rights. My share in the company leaves me no leverage at all. I have not put enough money into the company so that I can defend myself in this proposal through vote alone; I don't have enough share in the company.
In this scenario, the vote passes with my friend/entrepreneur bowing to the needs of the company and the next vote is buying me out, perhaps with a bit of profit, perhaps not.
There is a possible solution. That is to propose that I go in with my seed money and demand a board seat. This should protect me for at least one round of funding, but after that I will probably need to relinquish my board seat in favor of whomever is coming in with subsequent rounds of funding. I do not know if my friend would agree to this or not, or if I would even want a board seat. I am thinking on this some more...
Early stage angels are definitely in a tough position when we come in early, and often with small amounts of money relative to the cash coming in for later rounds. We take the most risk, but yet we are left with no leverage later on, as the needs of the company outweigh shareholder need.