It's a rainy Sunday in NYC, so I'll jump in.
Excellent post from
@conconconling and an admirable approach to pro rata rights from
@neo. They have earned their status in the market and are likely able to take this stand without losing their ability to follow-on in winners, and deservedly so.
The increasing concentration of capital in venture markets makes the pro-rata issue harder to solve, as there is a well-founded fear that giving up these rights will inevitably privilege megafirms over boutiques. The large platforms have the most leverage and the sharpest elbows, and their participation is required to achieve the desired outcome.
We at
@shinecapital use pro-rata rights as a signal of our intent rather than a contractual guarantee. We want entrepreneurs to understand our approach: namely, that we seek to concentrate capital in exceptional companies, and we have the will and means to do so.
While this may seem obvious to some, the more venture consolidates, the more important it is to stipulate one’s position early. Asking for these contractual rights and having the discussion necessary to secure them is currently the best opportunity to communicate and signal one's investing approach to entrepreneurs clearly.
All that said,
@neo's conclusion is undoubtedly true: pro rata rights are earned, not guaranteed, irrespective of whatever an investment contract stipulates. Anyone who has been in VC long enough (👋) knows this to be true.
While contracts signal intent, successful entrepreneurs always hold the cards, and fund managers must play the long game rather than optimize for the short term if they want to compound their reputation positively over time.
One note to entrepreneurs, if I may be so bold. Your earliest backers believe in you before it is obvious. When they are right, they win by doubling down, but they need your help to do so.
While large firms often try to muscle their way around your cap table, they will, in my experience, capitulate to your desires for the same reason we all should—over the long term, reputation and integrity trump all.
So when someone supports you early, with money and time, please consider going to bat for them on allocations. It matters a lot, and you have more control than you may realize in determining round construction.
The pro-rata issue is a classic collective action problem. Until the industry as a whole agrees to give up these rights, it will be very challenging to get individual firms to do so, especially those with the most to lose.
This reminds me of the noble effort my
@sparkcapital partner
@bijan successfully led to largely eliminate non-competes for founders. It involved both bottom-up participation and top-down legislative work. With the right effort and leadership, it is doable.
In the interim, all parties must understand that rights are a signal, not a guarantee. Transactions are messy and require prudence and compromise. Entrepreneurs are the tip of the spear in venture capital, and our job is to serve them rather than put our interests ahead of theirs.
We designed
@shinecapital to align as closely as possible with the entrepreneurs we are privileged to work with, including how we handle pro-rata rights in complex transactions to ensure our entrepreneur-partners can achieve their objectives.
I, for one, am happy to join the effort to eliminate contractual pro-rata rights if and when it reaches critical mass amongst the larger venture platforms.
This is a great opportunity for leadership. We are standing by. 🫡