Ok, everyone is talking about the economic crisis and fundraising isn't as easy as it was before. So, should you pitch to angels and raise a seed round during economic downturns?&nbsp;Pitching to angel investors and raising a seed round during an economic downturn can be a challenging task, but it is not impossible. In fact, during times of economic uncertainty, investors may be more likely to consider early-stage companies with strong fundamentals and a clear path to profitability. In this article, we will explore strategies for successfully pitching to angel investors and raising a seed round during an economic downturn.&nbsp;<h3>Understand what your angels are looking for.</h3>&nbsp;First, it is important to understand the mindset of angel investors during an economic downturn. Angel investors are high-net-worth individuals who provide capital to early-stage companies in exchange for equity. They are often experienced entrepreneurs themselves and have a good sense of the market. During an economic downturn, they may be more risk-averse and more focused on investing in companies that have a clear path to profitability.&nbsp;One way to appeal to angel investors during an economic downturn is to highlight the resilience and adaptability of your business model. If your company has a product or service that is in high demand even during tough economic times, this can be a strong selling point. For example, if your company offers a cost-effective solution for remote work or e-commerce, this could be an attractive feature for angel investors who are looking for companies that can weather an economic downturn.&nbsp;Another strategy is to demonstrate a strong and experienced management team. Angel investors want to feel confident that the company's management team has the skills and experience necessary to navigate a challenging economic environment. If your management team has a track record of success in a similar industry or has experience in a downturn, this can be a powerful selling point.&nbsp;<h3>What is TAM?</h3>“Total addressable market, also called total available market, is a term that is typically used to reference the revenue opportunity available for a product or service. TAM helps prioritize business opportunities by serving as a quick metric of a given opportunity's underlying potential.”&nbsp;It's also important to have a clear and compelling pitch deck that highlights your market opportunity, revenue projections, and competitive landscape. In addition to the traditional pitch deck, consider adding a section dedicated to explaining and addressing the potential risks and impact of the economic downturn, showing your team's plan to overcome them, and that you have a strong and robust financial plan.&nbsp;We also noticed that many founders make their terms uninvestable. They either try to raise too much or mark their valuation too high which could scare some of the earliest investors off. So, it is your duty to study the market and see what other similar companies are raising at the moment, and do not compare yourself against 2021 numbers.&nbsp;&nbsp;Another way to appeal to angel investors during an economic downturn is to seek out angel groups that have a focus on investing in companies that have a positive social and environmental impact. You can find the <a href="https://testedweb.com/company-reviews?category=Venture%20Investing&amp;industry=Finance%20&amp;%20Money">list of Angel Investor Networks on TestedWeb.com</a>. One of our favorite angel groups is Gaingels, an angel group that invests in minority-led startups that are driving positive social change. Gaingels is not only focusing on the financial return but also their mission is to support and empower the minority groups, such as the LGBT community by investing in innovative startups.In summary, while raising a seed round during an economic downturn can be challenging, it is not impossible. By highlighting the resilience and adaptability of your business model, demonstrating a strong and experienced management team, creating a compelling pitch deck, and targeting angel groups with a focus on positive social impact, you can increase your chances of successfully raising a seed round from angel investors.&nbsp;References:<ol><li>Angel Investing: The Gust Guide to Making Money and Having Fun Investing in Startups by David S. Rose</li><li>"Raising Capital during an Economic Downturn" by The National Angel Capital Organization</li><li>"Navigating the New Normal: How to Raise Capital During a Pandemic" by Gaingels “Dalee” by openai for the cover image</li></ol>&nbsp;

How to pitch to angel investors and raise a seed round during economic downturns

Every entrepreneur knows that their company needs a cap table. A cap table is a set of rules that govern how much equity each person owns in a startup. The goal of this article is to give you some quick tips on why your startup needs a cap table, what information should be included in it and why it's important for you to keep track of things moving forward.&nbsp;What is a cap table?&nbsp;A cap table, or capitalization table, is a spreadsheet that tracks the ownership of a company. It shows who owns what percentage of the company, and it can be used to calculate the value of your business in real time.&nbsp;A cap table for our fictional startup might look like this:&nbsp;Founder A owns 50% of the companyFounder B owns 25% of the companyInvestor X owns 20% under Preferred Stock (more on that later)&nbsp;The cap table will also show you how many shares have been issued and their corresponding ownership percentages. If you're thinking about taking an investment from another investor, he or she would also use your cap table to determine how much ownership they would take if they bought out other investors' interests in your company during an exit scenario (more on that later too).&nbsp;Why do startups need to pay attention to their cap tables?&nbsp;A cap table is the key to raising money, selling your company, and tracking progress.&nbsp;A cap table tracks the ownership of a company and is the most important document in any startup. A good cap table will help you raise money and sell your company, but an outdated one can cause headaches later down the line when you're trying to sell or raise more capital. You don't want to find out during due diligence that there's no record of who owns what percentage of your business! Here are a few reasons why startups need to pay attention to their cap table:&nbsp;A) You can't raise money without a cap table&nbsp;A cap table is the foundation of startup finance. In order to raise money, you need to have a cap table. Without it, your company is invisible and unable to receive funding.&nbsp;Once you've raised some cash, your cap table becomes integral to things like selling your company or registering it in another country. It helps track how far you've come and how long it's been since the beginning of your journey.&nbsp;B) You can't sell your company without a cap table&nbsp;The cap table is a legal document that shows who owns what percentage of your company. As such, it's central to any acquisition or investment transaction.&nbsp;You can't sell your company without a cap table because it's the only way for an investor to know how much money they're getting in exchange for their shares. If you don't have a cap table, then there's no way for potential buyers to figure out how much equity they can buy from you or other shareholders—and thus no way to set the terms of an acquisition deal or raise money through an IPO or private placement sale.&nbsp;C) It's a great way to track how far you've come&nbsp;A cap table is an important tool for tracking your milestones and successes as a company. Not only does it show how much capital has been raised, but it also gives insight into who owns what and how much dilution has occurred throughout from the starting point of a startup to where it is at present. Cap tables can also help new entrepreneurs learn from past mistakes so they know what not to do when raising money from investors or selling their business later on down the road when it comes time for them to exit.&nbsp;Conclusion&nbsp;For all of the reasons stated in this post, startups need to be aware of their cap tables and make sure that they know who has invested money in them. Startups can avoid costly mistakes and continue to move forward with their business and fundraising objectives if their cap table is in order. Startup founders need a cap table management platform that allows them to add unlimited shareholders and unlimited rounds, access unlimited dilution and exit simulations, and provide free migration and white-glove onboarding - TWO12. Learn more about TWO12’s cap table platform at https://two12.co/cap_table/.

Why do startups need to pay attention to their cap tables?

After litigating business disputes for more than a decade, I have had plenty of cases where if the client had followed some of the following tips, it would have put them in a more favorable position to successfully litigate their dispute. I hope these are helpful to you.<ol><li>Make sure you know who your counterparty is and ensure essential provisions are in your agreement.</li></ol>&nbsp;The best way to avoid a lawsuit is to not to put yourself in a situation where one is likely to arise. To see if your new counterparty has the habit of not keeping their word and being sued, in most states you can search state courts’ websites for any litigation. Pacer.gov is the federal equivalent. If they have been in a significant amount you may want to rethink doing business with them. Do not rely on a clean report from the Better Business Bureau, those can be bought.&nbsp;If you are dealing with an entity that seems like just a shell company or does not appear to have any tangible assets, a corporate or personal guarantee by the principal or parent company would add an additional layer of protection. If possible, ask them to provide you with a copy of any liability insurance coverage they may possess and try to get their banking information. It may come in handy if you have to enforce your judgment.&nbsp;Also, if you are dealing with a business that is not located locally, include a venue selection clause and choice of law clause in your contract specifying which county any dispute should be brought in and which state’s laws the court will follow. Try to avoid an arbitration agreement. Arbitration is supposed to be simpler and less expensive than regular litigation but in reality, it’s quite the opposite.&nbsp;Of course, get everything in writing in one agreement. Any changes that need to be made and are agreed upon, reduce to writing in an amendment to the agreement.&nbsp;<ol><li>Try to work things out.</li></ol>&nbsp;The best way to resolve things quickly and inexpensively will be to avoid litigation if at all possible. Try to work things out with your counter party before lawyering up. Be firm but do not get emotional, confrontational, or personal. Inform the other party what the issues are and how they can be addressed to your satisfaction. Give them a chance to set things right. But don’t be a pushover, you really only need to give them one opportunity. If they don’t follow through then by all means, get a lawyer involved. You will at least be able to show the court or the jury that you have clean hands, were acting in good faith, and tried to work things out before you were forced to litigate. Also, don’t wait too long to contact a lawyer. Depending on your jurisdiction’s statute of limitations you may only have a short amount of time to bring the suit. Texas has a limit of 4 years.&nbsp;<ol><li>Tender performance, satisfy conditions precedent and/or mitigate your damages.</li></ol>&nbsp;If it appears that the matter will not be resolved without litigation, there are few things you can do to put yourself in the best position for litigation. First, you need to tender performance. Meaning, you have to notify the other party that you are ready and willing to perform your part of the contract and that you have the ability to do so. There are exceptions to this rule where performance can be excused but it is better to offer to perform under the terms of the original contract. Otherwise, your counterparty could successfully defend themselves by arguing that you repudiated or abandoned the contract.&nbsp;Secondly, if there is anything that you are required to do in the contract that triggers your counter party’s obligation to act, you must satisfy those requirements, called conditions precedent, before you can sue on the contract. A common example would be having a potential real estate purchase appraised prior to being provided financing but it may be something as simple as giving notice.&nbsp;Lastly, mitigate your damages. Let’s say you contracted with a company to provide you a component for a product that you manufacture but that company has refused to perform. In this situation you have a duty to exercise reasonable care to minimize your damages. Meaning you can’t just sit back and then sue the company for all the money you lost because you weren’t able to produce any of your products. You need to find an alternative component and then you could sue for any additional cost to get those new components. Another example would be if you are leasing property. If the tenant has to break the lease before it expires, you cannot just sit back and do nothing to get another tenant in the space as soon as possible and rely on the former tenant to pay the remainder of the lease. So, before you contact an attorney, at least investigate your options to mitigate your damages.&nbsp;<ol><li>Gather documentation.</li></ol>To fully evaluate your case, your attorney is going to need any documentation you may have. That includes the contract, any amendments, any correspondence, including emails, texts, Whatsapp messages, slack, etc. If you’d like to provide hard copies of these documents at your initial meeting to go over them, that’s fine. Preferably, provide digital copies on a thumb drive or upload them to a file sharing service like Dropbox. Do not delete anything and try to recover any previously deleted items. If your fact situation is a little complicated, put together a timeline for your prospective attorney. These are extremely helpful to get an accurate picture of how events played out.Finally, and most importantly, do not hide bad facts or documents from your attorney. The earlier your attorney is made aware of any issues, the earlier they can deal with them. Not every case is perfect. Your lawyer will know how to handle any issues.<ol><li>Prepare yourself mentally.</li></ol>&nbsp;Putting yourself in the right frame of mind and setting expectations early will go a long way to having a successful relationship with your attorney. The wheels of justice turn slowly. Complex matters will take months or even years to work their way through the litigation process. Lawyers usually work on multiple matters at once, keep that in mind when you are trying to get in touch with them. They may not be able to take your call or immediately return an email or text. Unexpected emergencies can arise that need to be dealt with. Communicate your expectations and motivations to your attorney. If you are purely motivated by revenge or justice, you may end up extremely disappointed. Be reasonable and look at the situation objectively. Finally, if you get to the point of settlement negotiations, keep in mind that settlement usually requires compromise from both parties. Most settlements require each party to give up some of what they originally sought. Neither party will feel completely satisfied. Again, be reasonable and look at it from a business perspective. Settlement provides some certainty that trial does not. You never know what could happen once the matter is placed in another person’s hands.Sean D. Johnson is an associate at Reid Collins &amp; Tsai LLP in Austin, Texas. He excels at strategizing and carrying out effective resolutions for complex legal situations and building strategic relationships with clients. He has successfully represented clients in many areas of law including: contract claims, personal injury, commercial arbitration, FLSA litigation, construction law, trademark and copyright disputes, DTPA, landlord-tenant, lemon law, tax appraisal protests, wrongful termination, non-compete agreements, wills, probate, and enforcement of foreign and domestic judgments.The information provided here does not, and is not intended to, constitute legal advice; instead, all information is for general informational purposes only. You should contact an attorney to obtain advice with respect to any particular legal matter.

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