This is a repost from a LinkedIn post, for easy reference and since the topic keeps coming up.
A lot of entrepreneurs are now hustling to raise more money or sell their companies. Having just lived through two M&A events this year with P&G and Salesforce, wanted to share some brief M&A lessons:
1. Companies don’t buy companies. People at companies buy companies. Know who your buyers and champions are and build relationships with them.
2. 1,000,000 things need to go right for successful M&A. 1 thing needs to go wrong for unsuccessful M&A. Every detail matters.
3. Bankers are helpful, but don’t expect them to be a silver bullet to getting a deal done. You may pay more than feels reasonable, but it’s still a good insurance policy to making sure a deal gets across the finish line.
4. A deal isn’t done until it’s done. The unexpected will almost certainly happen.
5. You need competitive tension and urgency. Just like sales, or raising money, without compelling events and some FOMO in the process, it’s easy for things to drag out. See 1.
6. Get organized. All of your files, contracts, documents, vendor lists and pretty much everything you’ve ever done will need to be reviewed. Get ahead of it and organize it all so you can move fast and efficiently. Also, see 2, 3.
7. Understand the buyer’s intentions. What’s strategic to them and why? Your business will be valuable for different reasons to different buyers, therefore, your story will need to be different to different buyers. For example, with TULA, some buyers cared more about our science and R&D while others cared more about our digital capabilities.
8. Delegate everything. Once you get into the M&A track, it becomes a full time job. Make sure you’ve delegated as much as possible to your team so you can focus on getting a deal across the finish line. Also, see 3.
9. Manage your emotions. The highs are high and the lows are low. Be prepared to deal with a roller coaster of emotions.
If you’re going through M&A, thinking about it and/or have some questions, drop em in the comments.
When it comes to building SaaS products, all founders dream of having killer Product Market Fit (PMF). It’s the idea that your product is so good, and solves such a pain, that it basically flies off the shelves.
To do this, founders and product managers think about ways to increase the value of the product. One way to do this is to make the product valuable to a larger set of users across a company. As Clark Valberg, CEO and Founder of InVision once told me about Troops, “your product is so good because it is like tentacles into the entire organization.” The idea is if more people at a company find value, then obviously, the more valuable the product will be and the more likely it will be to sell that product.
However, the paradox of creating more value for more people, is that more people may feel like they need to weigh in on the purchasing decision. And more people, means more meetings, more friction, more decision-makers, more gatekeepers, and a longer period of time to sell the deal, if ever.
So what to do? Well, one approach is to focus on creating a valuable product for just one individual persona, thus limiting how many other people need to weigh in on the decision. Less friction! If you do this, you can get better bottoms-up adoption for that group of people. And perhaps after you’ve done your job here, you can move on and create value for other people in the company. But, making this transition from a single-use, single-persona product, to many personas is not that easy either.
This is the paradox of adding more value, to more people, in SaaS products.
Many of us have ideas for things we’d like to create and invent.
They could be projects or businesses. They could be projects that turn into businesses.
Whatever the case, it’s easy to get stuck in the idea phase but never evolve that idea into reality.
This is true for a lot of people looking to start companies.
I have an idea, but how do I start a company around it?
This is a question I’ve heard a lot over the years.
One trick that’s worked for me is to make that idea tangible by giving it a name.
When you give it a name, it becomes something you can almost touch and feel.
And then it’s easier to talk about and point to.
And the easier it is to talk about and point to, the easier it is for consistency theory to kick in. And this idea of consistency theory, where you must be consistent with what you’ve said or intended to do, will make it more likely that you’ll want to see that idea come to fruition.
So if you have an idea you’ve been thinking about, just try giving it a name to make it more tangible.
What a time to be alive. I asked a machine to provide me with a template to reflect on the year, and now, I’ll do just that.
Personal Reflections: Our family grew to four with the addition of our son, Brayden. Our daughter Michaela is now three and a half years old, and the “time flies” cliche becomes emblazed in my skull a little more each day. I became an uncle, we moved to a new town, and the silver lining with Covid-19 became apparent: I could spend more time with my family and experience a work-life balance I never experienced before. And speaking of family, I was able to make another small dent in the universe by rededicating my childhood school, and renaming it in honor of my grandparents who were Holocaust survivors.
Professional Highlights: I achieved some of my financial childhood dreams with the sale of two of my companies, TULA and Troops, to incredibly iconic companies with Proctor & Gamble and Salesforce (and Slack). But the best part? The people that helped me build those businesses also had life-changing events. There is something incredibly rewarding about building a platform that lets other people do their best work, and seeing it come to fruition is one of the greatest gifts there is. This is one of the reasons I’m so drawn to entprenuership. And if that wasn’t enough, I went on a wild goose chase trying to free some crypto coins from a hard wallet, backed a bunch of amazing founders, and doubled down on beauty with another business I’m excited about called DIBS Beauty.
Challenges and things that keep me up at night: One of my grandfather’s best friends past away. He too was a Holocaust survivor, having survived Auschwitz. I used to think, “one day they won’t be here, and they won’t be able to tell their story.” That day is here. And as their voices diminish, the drum beat of anti-Semitism gets louder and louder with incidents and hate crimes being at an all-time high. Against this backdrop, we have a recession, a population with insufficient education and understanding of history, an economic environment that provides incredibly ripe conditions for scapegoating, and people with pulpits willing to use these conditions to their benefit at the expense of humanity, decency and democracy. We’ve seen this movie before. I’ve been warned about this movie before. Only now, I wonder to what degree my kids will experience this movie.
Looking ahead: I mix these things and more together and I’m still the most optimistic I’ve ever been. We have rockets launching into space and landing on floating barges, artificial intelligence driving cars for us and creating generative images on the fly, gene editing being commercialized, energy being created using nuclear fusion, and the list goes on. I believe that our political institutions will continue to erode, but I’m also confident that founders and innovation will outpace our self inflicted wounds. As one example, while politicians debate things like climate change for political theater, entrepreneurs will develop products and services that people will love (e.g. Tesla) and also produce benefits needed to combat climate change. In short, the spirit of American entrepreneurship will continue to win out.
Conclusion: Despite the hardships and global conflicts that exist, and yes, there are a lot, it’s never been a better time to bet on yourself and try to be a change agent for good. It’s easy to get hung up with the million and one broken things going on, but we each have an opportunity to make a difference in our own lives and the lives of others. The question we should all ask is, how do we do that? And with the year coming to a close, what will our New Years’ resolution be?
For me, I’ll continue to invest in myself, invest in my family, and be a change agent for good. Seems like an appropriate and simple list.
The recent controversy surrounding Twitter’s decision to permanently ban several high-profile accounts has sparked a renewed debate about free speech and the role of social media companies in upholding it. This issue is complex and multifaceted, with no easy answers.
On one hand, companies like Twitter are expected to act as guardians of free speech and uphold the principle of free expression. In this view, Twitter should be a “global town hall” where all voices can be heard and where people can engage in meaningful dialogue with one another. However, as companies operating in the private sector, they are also entitled to their own moderation policies and the right to decide who can participate in their community.
One way to think about this issue is to consider a local bar and restaurant. Everyone is welcome to come in, eat, drink, and talk among themselves. But what if someone stands up at the bar and starts yelling at other patrons? They might start screaming about how Fauci is a crook, how Jews are Satan, or how inflation is ruining our country. People start to yell back, dinner is ruined for some, and a fight might break out. As the bar owner, you have the right to free speech too. You also have the right to decide who can participate in your community and whether or not someone’s behavior is acceptable.
The challenge we face with social media companies is that they are more powerful than most countries. When the people who use these platforms, like scientists, journalists, or even presidents, cause a ruckus and spark a debate, and then get banned, the implications and consequences can be dramatic. We are seeing this play out in real-time and how these decisions impact the most important issues of our time.
Furthermore, our elected officials are often unable to keep up with the times and technology. This leaves us with a group of people, just like us, trying to do their best and make difficult decisions. However, these people also have their own biases and ideas of what is right and wrong.
Ultimately, the debate about free speech on social media is likely to continue for some time. While some may believe that these platforms should be bastions of free expression, others may argue that it is more important to protect users from harmful content.
The echo chamber of social media turns nuanced issues into black-and-white issues, and this is one issue, that has a lot of nuance to it.
Qualified Small Business Stock (QSBS) is a critical topic that most founders are unaware of.
Instead of writing my own blog post about what it is and why it is important, I asked ChatGPT:
describe what qualified small business stock and why it is financially beneficial to people that have equity that qualifies as qsbs
And the answer:
Qualified small business stock (QSBS) is a type of investment in the equity of a small business that offers certain tax benefits to the investor. QSBS is generally defined as stock in a domestic C corporation that is acquired at its original issue, directly or through an underwriter, and that satisfies certain requirements regarding the corporation’s active business, gross assets, and length of time the stock is held.
One of the main financial benefits of QSBS is that it allows investors to exclude a portion of the gain from the sale of the stock from their taxable income. For example, if an investor buys QSBS at a cost of $100,000 and sells it later for $200,000, they may be able to exclude up to $100,000 of the gain from their taxable income. This can result in significant savings on taxes and make the investment more financially attractive.
Another potential benefit of QSBS is that it may qualify for a lower capital gains tax rate. Under certain circumstances, the gain from the sale of QSBS may be taxed at a maximum rate of 28% rather than the higher rates that apply to other types of capital gains. This can further reduce the tax burden on the investment and increase the potential return on the investment.
Overall, QSBS can be a financially beneficial investment for people who have equity that qualifies as QSBS, as it offers potential tax savings and may be eligible for a lower capital gains tax rate.
It missed an important point about how much tax exclusion you can benefit from so I followed up with:
What is the total amount of money an investor can exclude from the gain of the sale if the equity is treated as qualified small business stock?
And the answer:
The total amount of gain that an investor can exclude from the sale of qualified small business stock (QSBS) depends on several factors, including the amount of the gain, the length of time the stock was held, and the amount of the exclusion that was previously claimed on the stock.
Generally, an investor can exclude up to 50% of the gain from the sale of QSBS if the stock was held for more than five years. This means that if an investor buys QSBS at a cost of $100,000 and sells it later for $200,000, they may be able to exclude up to $100,000 of the gain from their taxable income.
However, the amount of the exclusion may be limited if the investor has previously claimed an exclusion on the same QSBS. In this case, the exclusion is limited to the greater of 10% of the stock’s adjusted basis (i.e., the cost of the stock plus any improvements made to it) or $10 million. For example, if an investor previously claimed an exclusion of $5 million on the same QSBS and the stock’s adjusted basis is $100,000, the exclusion would be limited to $10,000 (10% of the adjusted basis).
In summary, the amount of gain that can be excluded from the sale of QSBS depends on several factors and can vary depending on the specific circumstances of the investment.
Lastly, I needed an image for this post. So I asked Dall-e-2:
create an expressive oil painting of a dog in a suit, smiling, depicted as an explosion of a money flying all around them
The results:
So there are two really important and unrelated points here:
If you are a founder or early-stage employee, you should internalize QSBS and speak with your accountant about it.
It’s worth spending some time with OpenAI and ChatGPT. It’s wild and only took me 5 minutes to create this post.
As a first responder myself, I’ve been donating to organizations sending in first responders and medical relief. One of them is “Uber for first responders”, United Hatzalah.
I’ve been donating in memory of my grandparents, who fled, just as the Ukrainians are doing now.
I had no idea where the first responders were establishing their field hospitals.
But now I know…
My donations are sending medics to save lives on the very soil where my grandmother was raised, and where her family and friends wer killed.
Time and space are connected. Even a small act can leave an impact on generations.
Yes, I had $2 million dollars locked away on a crypto-hard wallet that I couldn’t access because of a forgotten password.
But let’s start from the beginning…
In 2013 I started to learn everything I could about the world of Bitcoin and cryptocurrency. It was clear that a new “internet of money” was being born.
I started reading, writing, buying, and experimenting with the world of Bitcoin and everything around it. I almost started a company with the premise of letting people more easily buy and sell Bitcoin. I’ll add that one to the woulda, coulda, shouda list.
As we now all know, a few years later the ecosystem started to pick up. More people were getting involved, including some of my friends.
One of those friends had been making a living as a professional poker player. Instead of only trading cards and chips on digital poker tables, he now also started to trade various cryptocurrencies on a number of exchanges.
I was however busy with my day job building startups and didn’t have time anymore to focus on the crypto world. But, I still wanted to get in early on some of the emerging, off-the-beaten-path technologies that most people hadn’t heard about yet.
So in 2018, my friend Jesse and I were chatting and decided we should make a larger, more concentrated bet on an alternative coin. I would transfer him the money and he would buy and hold the coins for us.
And that’s exactly what we did.
On January 18, 2018, I sent my friend 2 BTC, which at the time was about $12,500/BTC. And with my 2 BTC, and his 2 BTC, together, we bought about $50,000 of a different coin called Theta at about $0.21 per token. This seemed a bit crazy at the time since the logical, sensible part of our brains told us we were basically lighting money on fire.
This is what lighting money on fire looks like.
“Someone’s sitting in the shade today because someone planted a tree a long time ago” – Warren Buffet
That was my plan.
To buy and hold, and not look at it for a very long time.
A few weeks go by…
We get a notice from the exchange where we had purchased and been storing our Theta coins. The exchange was about to shut down because the Chinese government was putting them out of business. Apparently, the Chinese government was working to ensure they had much more control over Bitcoin and the ecosystem. If we didn’t pull our coins and tokens out of the exchange by a certain date, we’d lose it all. I guess that’s China for you.
So we had to move the coins. We asked…
“Should we keep them?”
“Sell them?”
We decided to keep them. HODL!
Jesse bought a Trezor One hardware wallet and moved the coins onto the device for safekeeping. A hardware wallet is sort of like a digital lockbox for cryptocurrency, where the private information is stored within a physical electronic device. It looks a bit like a USB stick. We managed to move our coins mere minutes before the exchange disappeared.
Life went on.
I forgot about the coins and really the rest of my crypto holdings for that matter and just got back to work on my business.
And then…
Prices crashed. It was a nuclear winter in crypto land.
My $25k was now probably worth a few pennies on the dollar and at that point in my life, I just didn’t want to deal with the emotional roller coaster of big swings in the crypto markets. I had enough on my mind with work and didn’t want to be distracted and stressed with these insane markets. I wanted to sell off all of my positions and just ignore the crypto world for a bit.
So I asked Jesse to transfer me my coins so I can sell them and be done with it.
“I can’t do that.”
I asked, “What do you mean you can’t do that? Just send them or sell them.”
And then he said something that would set us off on a wild adventure:
“I forgot the password!”
You see, this is remarkable for two reasons. First, Jesse remembers everything. He remembers all of our friend’s license plate numbers from high school. After all, he plays poker for a living playing 8 tables at a time, knowing the odds, and remembers how probably dozens of different players play the game. In fact, one of the first places we heard about Theta was from another poker player!
Secondly, if you guessed the password incorrectly too many times, the device self-destructs. I mean, it doesn’t actually blow up, but the entire contents erase and our coins would be lost forever! The good news however is if you forget the password, you can always restore the device using a recovery seed which is basically a 24-word passphrase. Jesse wrote this down on a piece of paper while originally setting up the Trezor, but it got thrown away by accident along the way.
We were screwed!
At this point, I was almost relieved. After all, the investment basically went to zero and in many ways, it made living with that shitty investment decision a little bit easier to stomach.
I forgot about the coins and went on with my life again.
Until…
The nuclear winter in crypto land was over. Prices started to go up again.
Our $50k was back to about half.
Prices went up again….back to $50k.
Now we figured we should really try to get this wallet open.
“Dan, you’re an electrical engineer. You can figure it out!” I should have paid more attention in class because there was no way I would figure this out. And even if I did, I had absolutely no time to even try.
At this point, I had convinced myself I would never see the money again so I ignored it.
Prices went up again!
$75k.. $100k…$200k!
At this point, we decided to get a bit more active to figure this out. Jesse started googling the earth to find people that could help.
We found engineers that allegedly hacked this wallet before, but they weren’t interested in helping.
$400k!
We found a few engineers who seemed like they could pull it off but they either flaked, weren’t interested or ran into obstacles quickly. Some of those engineers were even engineering professors from my school.
$800k!
Finally, we found some guys in Switzerland who claimed they had done this before. They seemed like they could actually pull it off. The problem now was that I needed to meet them in Paris at their secret lab and Europe was shut down due to COVID. For a few weeks, we went back and forth trying to figure out how we could rendezvous in Europe to pass off the wallet but the combination of the shutdown and not being able to physically go to the lab to watch them hack the wallet made the prospects of this working a bit grim.
Group chats with our friends were becoming ridiculous. I told Jesse if we couldn’t find a technical way to free the coins, we’d find a chemical way to free the coins. As in, we’d go away for a weekend and I’d feed him hallucinogens until he remembered the password.
We found another engineer in Portland. He was a part of a famous hacker group back in the day and testified on the Senate floor saying, “Yes, we can take down the internet in 30 minutes.” We had been exchanging emails to see if he could be our guy to figure this out and free the coins.
He bought some hardware and special devices, made a few calls to some friends in the hacking world, and off he went, trying to hack an exact make and model of our Trezor to prove he could do this.
This is the solution Joe came up with to hack the Trezor wallet.
Over the next few weeks, he went to work and would update us on his progress.
$2.0mm!
I said as soon as he could prove success, I’d book a ticket out the next day to come to meet him in person with the wallet. We also talked about the fact that if he could actually pull this off, he could offer these services to many more people like us that are locked out of their wallets. In addition, we agreed that we’d have to film this hack because one way or the other we would have to tell this story.
It would either be a triumphant story or a miserable and expensive story, but either way, we were going to document the whole thing.
And sure enough, I eventually get an email with something to the effect of…
“I did it!”
The next day, I drove to Jesse’s apartment, picked up the wallet, and booked my flight to Portland to meet the hacker, Joe Grand.
The rest they say is history…
After two days in Portland, spending a few hours in his lab performing the attack on the wallet, he freed the coins!
At the time the wallet was officially hacked and unlocked, the total value of the wallet was about $2.5 million dollars.
At the lowest point, it was about $20k. At the highest, it was just over $3 million.
Joe is now making his services available to anyone that is locked out of their wallets with a new company called offspec.io.
Did we sell the coins? Yes, we sold some.
The rest? We put on another Trezor and locked it away.
And that’s my story about how I had $2mm locked on a crypto wallet.
And you can see the whole thing go down in this video.
Every morning I use a basic journaling routine to start my day.
When I fire up my computer, the first thing I do is open my note-taking tool and copy/paste in my daily template.
That template looks like this:
***
Today’s Date – November 30th, 2021
Gratitudes
The first thing I’m grateful for today. This could be something small like..
I’m grateful for this hot cup of coffee to start my day, or something bigger like..
I’m grateful to be able to celebrate the holidays in-person with my friends and family after a lousy year with Covid-19. It doesn’t matter if it’s big or small. This routine just helps to build the gratitude muscle and grounds myself with positivity and healthy perspective to start the day.
To Do List
What’s the next action I need to do? I update that here
and here
and here
and sometimes, it adds to the to-do list from days before and reminds me that I need to get focused and burn down my to-do list. Sometimes I also realize I had to-dos that weren’t in fact important or just resolved themselves on their own.
Idea Of The Day
Is there any stroke of genius or ridiculous idea I want to write down and revisit later? If so, I’ll jot it down here.
Or maybe it’s some quote I heard or read, that just seems like a great idea to ponder and think about.
Notes
Throughout the day, I’ll just log my notes in this section. If I have a call, I’ll add a bullet point like…
Call with Batman to discuss the new Gotham City Building
And then I’ll add notes about that call here
***
I use Roam Research and templates to make it easy to link and group ideas together over time, but really any note-taking tool should work here. You can see a snapshot of that below. Another new one to look at is called Reflect App.
I’ve found this to be a pretty simple and effective way to start my day.
When people start asking questions like, “what are you doing for New Years?” it brings into focus the fact that the year is almost over.
And then, inevitably, I think…..How did the year go? How do I feel about the year ahead?
Whenever I zoom out and ask those more macro questions…I keep zooming out…I think about my life and my work compared to other parts of life, to other people, and other situations…
I think about the homeless person living on the corner of 30th and park, a few feet away from our NYC office…
I think about my grandfather that had to drive 2 hours each way from southern New Jersey to New York City, seven days a week to sell eggs from his farm…just a few short years after fleeing the Holocaust and war in Europe…
I think about the headlines in the news…people losing their kids to gun violence…
I think about people being silenced and “disappeared” for sharing their thoughts publicly…
I think about the people that thought they’d have a wonderful morning out skiing with friends but don’t ever make it home…
At times it can be hard to see all that we are thankful for and to appreciate all of the good things happening in our lives. This can be especially hard when scrolling through Instagram, Facebook, or Twitter and comparing your life to the few glorious minutes someone spent perfecting their ‘gram’ and public display for the world.
Or it can feel depressing when reading posts on LinkedIn about how people are crushing it with record-breaking numbers, promotions, and everything in between.
We’re all guilty of this and it could lead us to some dark and interesting thought exercises.
I’ve been there. I get it.
But the reality is this…
Whatever you may be going through or feeling, just try to have the perspective that no matter the situation you’re in, things can likely be a lot worse.
The power of this perspective has been one of the most important and impactful mental models for me throughout my life.
