Six Things to Think about When You’re Thinking about Crowdfunding

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The concept behind crowdfunding is simple and perfectly suited to the Internet. Rather than raise a lot of money from a few people, you raise a little from a lot of people. It’s easy and effective.

Lots of new businesses have blossomed in catering to this market: Kickstarter, Indiegogo, and RocketHub, to name a few. They’ve enabled entrepreneuers to start successful businesses where otherwise they could not have. That’s pretty cool.

But crowdfunding is not a panacea for all your funding needs. Depending on what type of business you have, it might hurt you long term more than it helps you. In that vein, I’ve put together a list of things you might want to consider before you get started.

1) It may inhibit your ability to pivot

One of the great things about startups is the ability to turn on a dime. Startups are teams with ideas in search of a viable business model. But, almost by definition, companies in search of early stage financing haven’t yet found that business model. Companies with five insider shareholders can pivot instantly to meet the needs of customers. Companies with 624 shareholders to whom they have made representations and owe fiduciary duties don’t have that flexibility. If the representations made in your crowdfunding pitch don’t match the business model you pursue, you might have unhappy shareholders. No bueno (see topic 8).

2) Subsequent funding will be more complicated

Ever seen a capitalization table with 624 shareholders? With five possible funding scenarios and how they impact each shareholder? Suffice it to say that it’s a headache you don’t want to deal with if you’re a small company. It’s also the kind of thing that allows big-firm lawyers to drive Z-class Mercedes while you’re eating ramen noodles.

3) Corporate governance will be harder

When you have three shareholders and want to make an important decision for your startup, you get those three shareholders to sign a “Consent to Action Without a Formal Meeting” and you do what you need to do. When you have 624 shareholders, the process is far more burdensome. Depending on your bylaws, you’re probably going to have to notify all of them of the meeting, await their response, and then take a vote to see if they agree with what you want.

Annual shareholders meetings are required by law. Plus, startups frequently make changes that require shareholder approval. Having many shareholders entails a compliance burden that doesn’t make sense for most smaller businesses.

4) Do you want to give decision-making power over your baby to complete strangers?

Your shareholders own your business. And if your shareholders are complete strangers, you might find them making decisions you don’t like.

Certain decisions require the consent of shareholders, and if your shareholders don’t agree with what you propose, you cannot go against them. These problems can be lessened with careful planning and consultations with experienced advisors, but the fact remains that crowdfunding creates a large block of outsider shareholders whose interests may or may not be aligned with management. That’s something to think about long and hard before pursuing.

5) More shareholders, more lawsuits

Once someone becomes a shareholder in your company, your officers and board of directors owe them fiduciary duties of loyalty and due care. You don’t become a board member or an officer at a Fortune 500 company without knowing what those things mean. Many startup officers are likely to be less familiar with those concepts.

Even if you are familiar with the issues, shareholders get cranky for all sorts of reasons. Big companies have the resources to withstand a derivative or class action suit. Good luck finding a lawyer or law firm who will defend a securities class action on the cheap.

6) Guinea pig problem

Crowdfunding is new and exciting. A lot of companies are going to succeed because of it. But when equity financing and crowdfunding join forces soon, it’s going to be Wild West-y for a while.

Eventually, we will get a good sense of the types of businesses that benefit from crowdfunding and the ones that would be better off avoiding it. But for now, it’s all a bit of a gamble. And that’s ok. All startups are a gamble. Just make sure you have thought about all the benefits and the risks of crowdfunding. Talk to an accountant. Talk to lawyers. Talk to VCs about what they think. Make sure you’ve evaluated all angles before you make the leap.

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