Dealing with Business Angels
Business angels have become an integral part of the early-stage financing of German technology companies. Although institutions such as the High-Tech Gründerfonds (HTGF) and BayernKapital are very powerful state seed financing institutions, they too can only launch young companies financially together with business angels who are also involved in the operations of the young companies. This is especially true because VC funds typically do not subscribe to investment tickets of EUR 200,000 to EUR 1 million, but rather, due to their fund sizes, only aim for investments of EUR 1 to 2 million and a total financing volume per target of approximately EUR 5 million. Smaller ticket sizes make no business sense for them with fund sizes of EUR 50 million to EUR 100 million in view of the administrative effort involved. Accordingly, it is most welcome that business angels are becoming increasingly visible with their financing contribution and will hopefully soon attain a similar importance as in Silicon Valley.
For this very positive development, it was and is important that enough entrepreneurs mostly actually earned money with their early entrepreneurial activities, because only such people are really willing to put his hard-earned money back into entrepreneurial risk. — In addition to one/two dozen well-known and large German business angels, who also make investments of ggfs. 100,000 per target, there is an increasing number of business angels in Germany who are willing and able to invest between EUR 20,000 and EUR 200,000 per investment in young companies, with an average of 10 investments for reasons of risk diversification. These Angels are increasingly organizing themselves into informal circles to get sufficient deal flow this way. Thus, it is mostly only possible to get in touch with business angels through corresponding business angel circles or networks, as there are no official lists of business angels willing to invest. In this respect, business angels — unlike VC companies — are usually very difficult for founders to find and approach.
Founders should treat business angels no differently than venture capital investors. Both categories of investors primarily provide founders with their financial resources. Both categories of investors also advertise that they can and want to help founders not only with “dumb” money, but also with active help in developing their companies. However, you can often expect a little more “hands-on” from business angels. However, as a founder, you should be careful not to give the business angel shares primarily for his active help, but for his capital investment.
When designing the legal framework for a participation of business angels in young technology companies, it is important to ensure that the framework conditions are as similar as possible to those typically used by venture capital investors, e.g. exclusively participations in corporations, preferred shares with liquidation preference, protection against dilution, certain veto rights and a vesting of founders’ shares. However, insofar as shares are also agreed for the work performance of the business angel, it must be precisely defined how many days per week per percentage point of participation are actually to be worked on the part of the business angel and what happens if the business angel does not fulfill this obligation in the end.
Business angels should always structure their investments in young technology companies in such a way that further financing rounds, which are inevitable in 99% of all cases, are not hindered by this or the conditions of different financing rounds are largely similar in terms of technology and legal structure and only vary in terms of valuation — i.e. the amount to be paid per share to the young company. This can ensure a rudimentary alignment of investors’ interests. If angels follow standard venture capital contractual provisions, they can also more easily ensure that venture capital investors can be integrated into an investment portfolio in later financing rounds without significantly changing the overall structure.
Essential regulations for securing their investments for business angels are regulations (i) via a pre-satisfaction = repatriation of angel investments in the event of an exit (liquidation preference), (ii) the protection of the Angel, in case a future financing round takes place at a lower valuation (down round), that he can demand an adjustment of the shareholding ratios for his earlier investment, so that he is not unduly punished for his — unfortunately — excessive optimism, (iii) arrangements between the founders and between founders and investors that founders lose part of their shares if they are not available for the implementation of the project for the initially agreed period of at least three to four years (so-called founders’ vesting); and (iv) appropriate corporate governance, i.e. an advisory board structure in which investors do not automatically have a majority, but in which key decisions cannot be made against the will of the investors either and, moreover, both the founders and the investors as well as industry-experienced experts are made available to the company as coaches.
Finally, it should be noted that it makes little sense not to take excessively high participation percentages from the founders in seed financing despite the high risk of young companies, as it can then often happen that further financing rounds dilute the founders to marginal participation percentages of 2 to 5%, at which the founders may lose interest in the project because they feel they cannot profit from any value they generate anyway. In this respect, it is advisable for both angels and founders to draw on more or less standardized contracts, which have proven themselves hundreds of times over and can be implemented effortlessly, when drafting their contracts with the help of lawyers who have already practiced this trade for many years or decades.