VC Decries Airbnb’s Recent Funding for Founder Control and Cashout

1. It is bad form for this sort of thing to be aired publicly. It may give us a voyeuristic fascination on something that is depicted as an internal intrigue within a prominent up-and-coming startup but this is fundamentally company confidential information that is not capable of being aired publicly without significant distortion. Who can answer the implied charges of impropriety? Those most directly affected by whatever is happening can’t do so without violating duties of confidentiality. Yet what are they supposed to do? Sit by while people now start making invidious comparisons of their activities with, say, the increasingly notorious Groupon venture? Come out and declare "I am not a crook"? Start attacking the author of the email, who may have intended it as a confidential communication and not even have had a role in its being leaked? Or start to spread over the public record all sorts of confidential discussions in hopes of trying to defend their reputations? I don’t know how this got leaked. But it amounts to an inherently unfair attack that is almost impossible to defend just by the nature of the case. In law, we learn early on that a one-sided story can almost always be made to sound compelling, while on a full airing it can just as easily be shown as just the opposite.

2. There is a long-time tension in the startup world between founders and VCs and, as someone who has worked closely with founders for nearly three decades, I can say unequivocally that it has not been the VCs who have tended to get the short end of the stick when the inequities arise. Now that fact does not justify founder abuse, if that is what happens in a given case (I say nothing about this case - we really don’t know the facts). For decades, investors categorically refused to let founders take even a penny out of the company as they were urged to "swing for the fences" to ensure that the investors got their projected minimum 10-to-1 one return on investment. And when they missed, it was the investors who would force a merger or sale of the company, take out their liquidation preference to get a return on their money, and leave founders with a zero-equity return after perhaps years of working for little or no salary and putting in 20-hour workdays in the process. This value proposition may have paid in a big way for founders in select companies but it has also left large numbers of seriously harmed founders in its wake over the years. Today, this is changed somewhat and founders at times have opportunities to balance their risks along the way as they strike their bargains with the VCs. How, when, and to what extent they take any money out along the way is a completely legitimate issue to be fought for by founders and resisted by investors as circumstances dictate. But the overriding goal of letting founders spread some of their risk is completely bona fide. The details get resolved by the founders, the company, and the investors through private negotiation, not through a public airing. If investors choose to accept something that sounds aggressive to the rest of us, that is their calculated risk. Last I checked, they qualified as "sophisticated investors."

3. Is it good policy to have a dividend declared for the benefit of insiders and for founders to take significant cash out of a company in the early stages even while other employees may not have that opportunity? Maybe, maybe not. That is a legitimate question for debate and it should be cast as a policy debate, not as a perverse prying into the details of a particular company whose circumstances we do not really know. The traditional justification for requiring founders to ride it out to the bitter end with no prospect of any real return unless the company hit it big is that it is important that founders have "skin in the game," i.e., show a real commitment to the venture as opposed to making opportunistic short-term moves that further their immediate gain at the expense of the venture. That is a legitimate concern at all times in a startup but so too is the idea of fairness to founders. Why, when founders have the power to assert more control, should they voluntarily accede to a historic policy the keeps them in handcuffs and leaves them with basically an all-or-nothing proposition in whether they ever get anything significant out of the venture? This makes no sense and it is natural that founders would want to change this older pattern and practice. We can debate to our heart's content whether this is good for startups or not - that should be a policy debate (including over where exact lines ought to be drawn on cash take-outs), not an excuse to take what might amount to cheap shots at a founding team that certainly deserves better treatment than to have a one-sided debate carried on at its expense.

A $120 million investment round means that about $2.4 million in cash money just moved from the limited partners (universities, pension funds, wealthy families) into the pockets of the VC firm's partners. Not stock, not options: cash money. This is the way the system has always worked, since time immemorial. VCs get paid a management fee (about 2%) win or lose, and a percentage of the profits when they win.

Just something to keep in mind when someone mentions their strong principles in the course of a discussion over how dang expensive butter is these days.

[Edit to add: My description of management fees is slightly simplified and ignores salient things like the fact that they recur annually.]

Founders cashing out is a big red flag. I said it about Groupon. I've said it before. This really is taking it to the next level: cashing out with a dividend to retain control and ownership.

I absolutely agree that for any cash out it should be open way beyond the founders. In fact, this is a good way for larger startups to kick the 500-shareholder limit can just a bit further down the street.

I see Airbnb as a fundamentally risky business. At some point Airbnb will be large enough to warrant the attention of local and state authorities because many people offering places to stay are doing so illegally or in violation of their own lease agreements.

This woman who had her apartment wrecked is just the tip of the iceberg. It is only a matter of time before a headline about a serious physical assault or worse. Airbnb can count their lucky stars it was "only" a ransacking and vandalism.

A VC complaining about the terms under the pretense that 'the little guy is treated unfairly' is a bit like royalty complaining about the price of cake.

Nobody forces him to do this deal on these terms. He's just scared to miss out on a big hit, he'd like the ring side seats to be cheaper by keeping all the money in the company or by buying out some of the founder stock.

Too bad, you can't have it both ways.

He may have a point about early employees (a 'special dividend' that excludes certain shareholders is not very elegant) but it is not his to make, and the dividend in this case was to 'common stock' which seems to imply that anybody with vested shares participates in that dividend.

His 'concern' is about the unvested employees, but that's a nonsense argument, as long as your stock is unvested, you don't have any stock.

Options do not participate in dividends until you exercise them, they never do because they are not stock and that's a pretty clear-cut thing.

Pretty low-class to dump this email in the public domain, I think that people will remember this when dealing with this particular investor in the future.

The big difference is that since the founders aren't selling stock, they aren't being diluted, so the employees with unvested stock don't get more of the company.

Basically, vested common gets paid, common doesn't get diluted at all, unvested common gets relatively screwed (they'd own more of the company if it were a secondary sale).

Of course, dividend vs secondary also affects the investors' price, but I can't see Chamath making such a stink about a simple matter of price.

" If you see in a province the oppression of the poor and the violation of justice and righteousness, do not be amazed at the matter, for the high official is watched by a higher, and there are yet higher ones over them. But this is gain for a land in every way: a king committed to cultivated fields.

He who loves money will not be satisfied with money, nor he who loves wealth with his income; this also is vanity. When goods increase, they increase who eat them, and what advantage has their owner but to see them with his eyes? Sweet is the sleep of a laborer, whether he eats little or much, but the full stomach of the rich will not let him sleep. " - Ecclesiastes 5:8-12

1) Founders de-risking a successful but still growing company at a series b or later financing (or even a late series a). I really don't see a problem with founders diversifying their personal portfolios (otherwise, many have 100% in company stock AND debt from school, etc.). You don't want them to get distracted, but being short on cash doesn't help you make a successful product.

2) De-risking via a special dividend, vs. secondary sale of stock. Yes, it lets founders avoid selling some shares. If you're doing it at a $1b valuation, it doesn't seem like a major factor either way, but if there could be a precedent for people raising $20-50mm rounds, dividend vs. sale might be a better way to put $1-2mm in the pocket of each founder after a few years, so they can shoot for a >$1b exit.

I'm curious if this form was suggested by the AirBnB side (or their law firm) or the VCs.

If employees with unexercised but vested options were given a heads-up that such an unusual early dividend was coming – so that they too could choose to qualify – that might address much of Palihapitiya's concern about fairness.

And then... the Groupon comparison kind of sticks in your mind, doesn't it? I don't know, I get the feeling there is more behind this ...

The fact that companies can get away with something like this is absolutely ludicrous. It illustrates just how far the stock market has gone from its original purpose.

Back before companies had the ability to sweet-talk investors with bulging pockets, companies wanting capital had to raise it the good-old-fashioned-way: IPO. IPO used to have the ability to allow a company to access as much capital as it would reasonably need to grow. But with the preponderance of heavily privatized companies milking both the private AND the public side of the investment machine, the value-creating just cannot be accounted for properly. Something in the gears here needs to be tweaked.

A company like Apple with $75B cash (if that's true) should have a legal and an ethical obligation to pay out dividends to its shareholders. Tight-fisting cash doesn't do anything to the wealth-creating mechanism in our capitalistic society.

After all, we aren't the only people that make a company succeed.

http://www.quora.com/Airbnb/Why-are-Airbnbs-founders-excludi...

I have no knowledge of specifics outside of the ATD article mentioned, but my read says that the dividend will go to all common shareholders. So employees who have both vested and exercised shares will receive their pro-rated portion of the proceeds as well. It just seems that the founders must hold 93% of the vested shares (21/22.5), which is reasonable given that they started vesting years ago, when they were still in their cereal-selling phase.

Addressing the founders' decision to dividend-to-common instead of secondary selling some of their common shares:

In a typical venture financing, only preferred shares are sold, and there is a price per share that is set by the round's valuation. After closing, the price per share of the common shares/options is determined by external auditors in what is called a 409A valuation process. This process is a little bit of a game, whereby the company tries to come up with reasons (financial models, market comps, etc.) to depress the price of the common shares relative to preferred. This has the benefit of giving subsequent hires a lower exercise price on their options (and eventual higher profit upon exit.)

The price delta between the classes can be as high as 10:1, though it's usually closer to 3:1 and narrows as a company approaches IPO. However, were anyone (founders or employees) to sell common stock in the round, the common price per share would jump to exactly this new clearing price. Since Airbnb is a hot company, it's reasonable to think that buyers would be willing to pay a market price for common that's not far below preferred. And that would mean less upside for all future employees. A dividend-to-common avoids this.

Because Airbnb is so young and fast growing, they still need the allure of the upside of stock options to recruit and retain talent. Any sophisticated investor should understand this dynamic. And yet this dividend annoys them because it means there's a wealth transfer occurring that doesn't increase their ownership.

Let's assume for a second that I'm right and that all vested/exercised common shareholders will see some of the dividend. As food for thought, what if Airbnb had instead said they were going to spend $21M of their newly raised capital for cash bonuses for anyone who had worked for them more than a year -- distributed per employee via this equation: total hours worked * total value created... would the Valley's response have been less uproarious?

Seems to be a lot of this going around these days.

To me, being greedy is hardly the worst trait to have as entrepreneur.

It looks to me you can increase your salary to live a good life, while waiting for the big exit. I understood Groupon did this because they thought Groupon was at its peak. Is that the same thing for AirBnB? Am I missing something here?

If HN can't outgrow the fascination with morality plays, then what hope is there for the rest of society and society as a whole?

We need a new Web site: VC_secret_confessions.com!

He would always get more after an IPO or exit. So why would he?

I assume the founders are not stupid, they know their valuation is not justified.