Marc Andreessen on “Series Seed Documents,” and Why VCs Should Start Using Them
Beginning later today, entrepreneurs on the verge of raising seed-stage funding will be able to access open-source, stripped-down term sheets called Series Seed Documents.
The documents — authored by Fenwick & West attorney Ted Wang with input from Andreeesen Horowitz, First Round Capital, True Ventures, Charles River Ventures, Ron Conway, Mike Maples, and several other heavy-hitting seed investors – are designed to make entrepreneurs’ first, small financing event as fast, efficient and cost-effective as possible.
Andreessen tells me that the group wanted to produce an alternative to the gratuitously complex term sheets that are typically offered by venture capital firms, and that cost entrepreneurs who need to muddle through them too much in legal fees. (If the move happens to make most other venture firms look like financial bullies, well, maybe that’s okay, too.)
We spoke Monday morning about the impetus behind the documents.
peHUB: Why are these new templates necessary?
Andreessen: When venture capital was created, a company’s first round was typically between $5 million and $20 million because it was hard to get a tech product built. Now, the cost to get a first product built has dropped dramatically because of cloud computing and all these other factors, so between $500,000 and $1 million is often enough.
What hasn’t changed is the process by which funding rounds get done. So what’s been happening is entrepreneurs have been finding that if they raise money from angels, that’s fine, but VCs will often try to use their full standard processes, even for small rounds. That can mean a lot of legal negotiations and legal fees, because [standard term sheets] are really complicated. Historically, that’s worked to VCs’ advantage, but it’s not good for entrepreneurs.
Because these open-source documents are transparent and standard, any angel or VC or entrepreneur can pick them up without having anything complicated or mysterious happen. They’ll cost [everyone] far less in legal fees, too.
But in your view, it’s really just the VCs who are the problem. You aren’t trying to tacitly address anyone else out there. Is that right?
When VCs do $10 million rounds, the whole process will continue [as it exists now], but when VCs are in angel rounds, they should act like angels and not like VCs. That’s how we want to act [at Andreessen Horowitz]. We don’t impose certain terms or conditions or do anything that Ron Conway wouldn’t do, and we’d encourage our terms in the venture world, or something similar to them.
Practically speaking, can you really expect a VC with ties to another law firm [other than Fenwick & West] to use what you’ve all put together? How will they explain this new term sheet when they present it to their attorneys at, say, Wilson Sonsini?
It’s like open source software. If it’s developed by IBM, there’s no reason for another company not to use it. The documents aren’t owned or controlled by Fenwick. Fenwick isn’t getting paid for them. I don’t think there’s a reason for another attorney not to use them, except if they’re concerned over reduced billings. Lawyers have a financial incentive to make things more complicated because they are paid more.
I am not defending attorneys’ fees, but attorneys help startups make judgment calls and give them valuable advice. I think some would argue that a template isn’t going to do that for an entrepreneur.
I don’t think that stuff is affected. High-quality attorneys aren’t in business to make money on seed-stage financing and I think they’ll use them because they’re a value [for their clients]. Right now, because terms sheets are so complex, it’s not atypical for a round to run an entrepreneur between $15,000 and $100,000 in legal fees. That’s a lot of money if you’re talking about a $500,000 round.
As we speak, the templates aren’t yet available online. Can you tell me more specifically how they reduce the complexity of traditional term sheets?
Typical documents involve page after page of details. They try to anticipate whether, if the company goes public, investors have the ability to register and sell their stock. They address what happens if there’s a down round and how subsequent rounds are treated. They include materials on dividends treatments, which, of course, startups never pay out.
Basically, what these new documents do is to defer all these issues. The investors in the [seed] round get all the rights that the investors in the next round will get, but the next round will actually involve the serious amount of money, right? There is never a down-round for a seed-stage company. If a year later, when it comes time to raise serious money, you’re investing at a lower valuation, that company [probably shouldn’t be around anymore]. So none of that needs to be dealt with up front.
Thefunded has also produced seed-stage templates, and I think Brad Feld of Foundry Group has, too. Did you ever look at them? What’s the difference, and why are you getting behind this initiative instead?
We have looked at them. I know Ted [Wang] did detailed analysis of all the pros and cons. I’ve personally forgotten the differences. But we don’t view this as competitive. We view it as one set of initiatives. Any project with the same goal is something we’d agree to in a deal.
Last question: You announced your $300 million fund last July. How much of it have you committed at this point? Five percent? 10 percent?
Hmm. I don’t think we’re talking about that, but let me check with my partner and get back to you.
Update: Docs available here.









bob said on March 1, 2010
He ought to go back and check facts First rounds of 5mm didn’t start until 83 at the earliest. I am not even sure that Fedex raised a total of 5mm. VC has been around a lot longer than he thinks. Some early funds were less than 20mm.
ct said on March 1, 2010
bob- agreed.
Enjoy the babes in the woods who think “Andreessen: When venture capital was created, a company’s first round was typically between $5 million and $20 million because it was hard to get a tech product built.”
Ha. Get a history book and check out early funds who were even institutional at $10M of capital. Back in the 80s when M was M.
Go forth and pontificate, oh master, and let the facts trouble you not.
c- coder said on March 2, 2010
This would be a great help! Thank you so much for this Marc! I hate parasitic lawyers. They cut and paste. We had to use more mula for lawyers than developers. WTF.
Marc Andreessen Rules!
Spark is also trying to do this East Coast style…like Biggie. Rob Go uses standard documents too. He is looking to invest in some start@spark seed deals. According the folks at Founder Collective, I heard they will spin off into a new fund with Bijan Sabet, called Flame Capital I think both Horsley Bridge and Harvourvest are backing them, probably in the second half of the year.
Union Square should adopt standard termsheets too. R u listening Fred!!!
RR said on March 2, 2010
This is nothing but a marketing event for Andreessen and Fenwick. This is a solution to a problem that does not exist–all they did was remove language on things like dividends that are never negotiated anyway. VC has as much spin as politics these days…
Lars said on March 2, 2010
Andreessen’s perspective may be shaped by recent history, but….
The fact today, and for some time, is that legal costs for early stage funding have been out of line with the capital raised. Maybe not from the perspective of counsel, but certainly from the perspective of the entrepreneur, and the investor, and at the end of the day (maybe today?) the client determines what happens. (NB – I agree with Andreessen that high quality counsel doesn’t look to make money on seed deals, but a lot of start-ups struggle to find quality counsel.)
I look forward to reviewing these docs and seeing if they make sense.
PS @ the historians: FedEx raised nearly $100MM in VC funding, by far the largest at the time, and I believe still the largest adjusted for inflation. Real-world infrastructure is costly.
Tim Dick said on March 2, 2010
It appears Fenwick & Mr. Andreessen are offering a competitor to Orrick’s existing program:
http://www.orrick.com/practices/corporate/emergingCompanies/startup/index.asp
It appears the law firms are competing for new ways to recruit startup clients.
Andrew said on March 2, 2010
Is Ted also rolling out a new rate structure for startup who can’t afford $600/hr? Let’s get to the heart of the matter. If law firm rates were in line with startup needs, we wouldn’t have this problem or need these docs. An if you are using lawyers who spend any significant time negotiating any of the provisions that are left out of the seed docs, then shame on you.
bob said on March 2, 2010
Fedex raising 100mm in VC , depends on your definition of VC versus PE the bulk of that 100mm was a late stage financing after the bus model was working.
Andrew said on March 2, 2010
Also, the easier way to deal with this is just cap all legal fees in the deal. Company counsel fees are generally left uncapped. Put a cap on them, like is done for investors counsel, and the docs can be whatever you want them to be. Until the consumers (startups and investors) say they aren’t paying law firms these rates, nothing will change. Lawyers sell time.
StealthStartup said on March 2, 2010
Connie, this was an excellent interview – your questions were very thoughtful, including your last one
bob said on March 2, 2010
Answer to last ? didn’t they commit 50mm to that startup Skype?