VCs are Changing Their Tune on Conflicts
Founders and investors aren’t always on the same page.
But for most of the history of Startupland™, there has been one industry norm that both sides agreed on: in general, VC firms do not invest in startups that compete directly with existing portfolio companies. In fact, most VCs go to great lengths to ensure that (1) there are the no direct competitors in their portfolio, and (2) there is enough “room” between portfolio companies to allow them to pivot without risk of running into one another.
I previously wrote about this norm in a post titled Don’t Talk to Your Competitor’s Investors. The post walks through the historical reasons for this norm (both moral and legal), while noting that,
“The best investors don’t want to be in a position of conflict. They don’t want to have to choose between your company and their portfolio company, so the moment they sniff an overlap, they’ll pump the brakes.”
But the tides are changing and this long-accepted norm may soon be a thing of the past.
Last week, Charles Hudson of Precursor Ventures suggested that, with multi-stage funds getting larger and larger, the tradition of venture firms not investing in competitive companies may soon go away:
“As venture fund sizes keep getting larger, I do think that the tradition of venture firms having a norm (if not a stated policy) to not invest in competitive companies is likely to go away. This is simply a function of the fact that as venture funds have grown larger, it has become increasingly essential for those firms to be associated with the biggest and most important companies. The larger the fund, the more important it is to be an investor in the companies that are true outliers; there is no way to make the fund math work if you are not in those companies unless you are in other, similarly-situated companies. My sense is that there is more money chasing outliers at the moment than there are outlier companies to fund.”
Charles goes on to suggest some approaches that large funds can take to reduce the impact of such conflicts-of-interest, though he also notes that, “this is an issue where the business model for funds is at odds with what most founders want.”
His post focuses mostly on the dynamics of large multi-stage funds, but smaller funds and single-stage specialists are also starting to rethink their approach to competitive investments.
Why the Change of Heart?
Before you rush to the conclusion that this shift is simply another case of greedy VCs behaving badly, it’s worth noting that a couple of significant changes have happened in the past few years that fundamentally change some of the assumptions underpinning venture capital portfolios:
1. Companies are Staying Private Longer
Venture capital firms have historically been built on an assumption that most exits would occur within 7 - 10 years. Over the past decade, that number has crept higher, as many businesses have chosen to stay private longer. Add to that the many macroeconomic shocks we’ve had in recent years, and its increasingly common for early-stage VCs to hold positions in their winners for 15 years or more.
Think about what you were doing 15 years ago.
In my case, Aster Data was raising its Series C (it wouldn’t be acquired for almost another year — and DataHero wouldn’t be founded for a year after that). The cloud wasn’t really a thing yet. Neither Stripe nor Snowflake had been founded. And peer-to-peer anything hadn’t caught on.
So yeah…
2. Technology is Changing Faster
Step back and think of everything that has come into being technologically speaking over the past 15 years. Now think about how much faster innovation is happening as a result of AI.
In the past, it was reasonable (and, in many cases, prudent) for an early-stage fund to remain steadfast in its commitment to avoiding portfolio conflicts even after 10 years. After all, the fact that a company survived to its tenth birthday suggested that it was probably doing well. Moreover, a slower rate of change of technology implied that a new startup entering the same sector was likely to be a genuine competitor.
Things are different now. Even if two companies with an age gap of 10 years are likely to be competitive from a sector standpoint, chances are their technologies, target personas, and value propositions are fundamentally different.
3. Startups are Pivoting Sooner
A third major shift that’s occurred as a result of AI is that startups are able to validate (or invalidate) concepts sooner than ever before. It’s now increasingly common for investors to back a company, only for the founders to pivot within months of the investment closing.
In the past, it might take a company 6 - 9 months to determine that its original hypothesis wasn’t going to work, and then another 3 - 6 months to come up with something new. Today, startups can achieve both of those in a single quarter. In addition, we’re seeing early-stage startups pivot further away from their original ideas, making it harder than ever before for VCs to ensure adequate “space” between portfolio companies.
At this point, some early-stage VCs are investing with the presumption that the original idea will fail. They’re backing strong teams, but with no real idea of what the ultimate product will be (an approach founders typically love, but one that can result in unintended consequences — especially when it comes to portfolio conflicts).
4. Companies are Living Longer
Last but not least, many more startups that failed to achieve product-market fit have found ways to survive longer than ever before. Historically, if a VC-backed company didn’t achieve its goals, that company would either be acquired or shut down. Today, we’re seeing many more companies transition into long-term sustainable (but slower growing) businesses. While that can be great for the founders, it’s not necessarily the outcome investors signed up for.
The problem occurs if a company has changed trajectories to one that no longer fits the VC business model, yet the founders expect their investors to continue to uphold a moratorium on investing in potential competitors.
What Can Be Done?
First off, I agree with Charles’ assertion that the norm of VCs not investing in competing companies is going away. As a former founder, I hate this. But as an investor, I understand it.
From the perspective of multi-stage funds, they simply have to chase extreme outliers, portfolio conflicts be damned. Mega funds will increasingly do this until it’s widely-accepted behavior (hopefully, with some of the best practices Charles suggests).
On the other hand, I think that most early-stage / single-stage investors continue to believe that “the norm of not investing in competitive companies [is] a feature, not a bug” (I sure do!). The best Pre-Seed and Seed stage VCs are so involved with their portfolio companies that any conflict — real or perceived — is going to cause problems. So my assertion from two years ago — “the best investors don’t want to be in a position of conflict.” — still holds true.
That said, it’s no longer pragmatic for early-stage investors to think about conflicts in such absolute terms. Especially not over a 15-year horizon.
As we look ahead, I think there are some practical approaches that Pre-Seed and Seed-stage VCs can take to reasonably mitigate conflicts and maintain strong founder relationships, while future-proofing their ability to make reasonable new investments. All of which require clear, transparent communication with founders. For example:
Adopting an “expiration date” policy for avoiding portfolio conflicts — Instead of having a blanket moratorium on investing in competitive companies, consider a policy that expires after a certain amount of time or under certain conditions (e.g. no material forward progress in 36 months). The goal here isn’t to abandon companies that are struggling or to normalize “do-overs” (though I’m sure some investors will do that). Rather, it’s to provide clear guidelines as to when the investor might reasonably consider a competitive investment. Conceptually, this is closer to a standard employment non-compete (which founders and investors alike are very familiar with).
No guarantees in the case of a pivot — This is a touchy one for founders, but from an investor’s perspective, it can be challenging to support a competitive moratorium after a startup makes a significant pivot. Especially if the VC is not confident in the pivot (or in the team’s ability to execute the pivot). Early-stage VCs generally have little control over a startup deciding to pivot. Most still want to back their portfolio companies after a pivot — at a bare minimum, they have a financial incentive to do so — but if the pivot is into an area that the founding team has no prior experience in, it’s not unreasonable for the investor to want to keep their options open.
No guarantees below a minimum ownership — This is another one I’ve seen cause problems (in both directions). On the one hand, I’ve seen founders squeeze investors down to an inconsequential amount of ownership, only to expect that VC to not invest in competitors. On the other hand, I’ve seen VCs intentionally write small scout checks, then use the information they gain to make large investments in competing companies. Making clear the expectations in both directions will go a long way towards a smoother, long-term relationship.
Interestingly, I think that founders will broadly “get over” a shift in behavior by multi-stage funds and that conflicts within early-stage funds will end up being more prominent. (We generally don’t expect good service from Chase or Comcast, so we’re not disappointed when our experience sucks.) Conflicts within smaller funds — particularly those known to be more “founder-friendly” are where we’re likely to see the drama.
How investors choose to adapt their policies on competitive investments — and how transparent they are about those policies — may very well become a future marketing point. Regardless, founders should absolutely ask potential new investors what their current policy is on investing in competitive companies, how they view that in light of pivots, and whether or not they expect it to change in the future.
Some final thoughts from Charles:
“Most founders lack significant “hard power” (i.e., the right to block an investment) in these negotiations; funds can and do invest in competitors if they choose to do so. However, there will always be a set of founders who possess soft power and will utilize it to encourage their investors not to engage in such behavior. The universe of founders with meaningful soft power to influence this is very small, but that universe of founders is very powerful.”