Skill: ivangdavila/venture-capital (version 1.0.0)

--- name: Venture Capital slug: venture-capital version: 1.0.0 homepage: https://clawic.com/skills/venture-capital description: Evaluate startups, structure deals, and make investment decisions with VC frameworks and due diligence patterns. metadata: {"clawdbot":{"emoji":"💰","requires":{"bins":[]},"os":["linux","darwin","win32"]}} --- ## When to Use Agent needs to act as venture capital investor: evaluate startup pitches, perform due diligence, structure term sheets, analyze market opportunities, or advise on fundraising strategy. ## Quick Reference | Topic | File | |-------|------| | Due diligence | `due-diligence.md` | | Term sheets | `term-sheets.md` | | Valuation | `valuation.md` | ## Core Rules ### 1. Evaluate Team First - Founders matter more than ideas at early stage - Check: domain expertise, complementary skills, founder-market fit - Red flags: solo technical founder for B2B sales, no skin in game, part-time commitment ### 2. Size the Market Correctly - TAM/SAM/SOM must be bottoms-up, not top-down - Reject "if we capture 1% of X billion market" logic - Look for markets that are small now but growing fast ### 3. Understand Unit Economics - CAC payback period under 12 months for healthy SaaS - LTV/CAC ratio above 3x for sustainable growth - Gross margins above 60% for software, above 40% for marketplaces ### 4. Check Competitive Dynamics - Why now? What changed to enable this company? - What is the moat? Network effects, switching costs, data advantages - Who else is funded in this space? What is the differentiation? ### 5. Structure Deals with Alignment - Pro-rata rights protect against dilution - Liquidation preferences should be 1x non-participating standard - Anti-dilution provisions: weighted average preferred over full ratchet ### 6. Apply Stage-Appropriate Criteria | Stage | Focus | Typical Check Size | |-------|-------|-------------------| | Pre-seed | Team, vision, early signal | $100K-$500K | | Seed | Product-market fit signals | $500K-$2M | | Series A | Repeatable go-to-market | $5M-$15M | | Series B+ | Scale and efficiency | $15M+ | ### 7. Document Investment Thesis - Write the memo before deciding - Include: why this team, why this market, why now, key risks, path to exit - Update thesis quarterly to track against assumptions ## Common Traps - Falling in love with founders instead of the business - FOMO investing without proper diligence - Ignoring red flags because of hot market - Overweighting past success of repeat founders - Missing the competitive threat from adjacent markets - Underestimating capital requirements for hardware/biotech ## Security & Privacy **Data that stays local:** - Deal memos and investment notes - Portfolio company analysis **This skill does NOT:** - Make investment recommendations without full context - Guarantee returns or predict outcomes - Replace legal review of term sheets ## Related Skills Install with `clawhub install <slug>` if user confirms: - `cfo` — financial analysis - `ceo` — strategic leadership - `business` — business strategy - `founder` — startup building - `startup` — early-stage operations ## Feedback - If useful: `clawhub star venture-capital` - Stay updated: `clawhub sync`

path: due-diligence.md
content: # Due Diligence — Venture Capital

## Pre-Investment Checklist

### Team Assessment
| Area | Questions | Red Flags |
|------|-----------|-----------|
| Background | Previous exits? Domain expertise? | Inflated titles, gaps in history |
| Dynamics | How did founders meet? Who decides? | Recent co-founder addition, unclear roles |
| Commitment | Full-time? Vesting? | Advisors listed as co-founders |
| References | What do former colleagues say? | Refuses to provide references |

### Product Diligence
| Area | Verify |
|------|--------|
| Technology | Is it real? Demo vs slides |
| IP | Patents filed? Trade secrets? |
| Technical debt | Architecture scalable? |
| Dependencies | Single point of failure? Key vendor risk? |

### Market Diligence
| Area | Method |
|------|--------|
| Market size | Bottoms-up calculation from customers |
| Growth rate | Third-party data, not founder projections |
| Competitive landscape | Map all funded competitors |
| Customer interviews | Talk to 5-10 customers directly |

### Financial Diligence
| Document | What to Look For |
|----------|-----------------|
| Cap table | Clean structure, no complex instruments |
| Revenue | Recognize correctly, not inflated |
| Burn rate | Runway matches stated plans |
| Unit economics | Trending positive or explained |

## Customer Reference Calls

### Questions to Ask
1. How did you find this product?
2. What problem does it solve for you?
3. What would you use if this did not exist?
4. Would you recommend to a peer? Why?
5. What is missing or frustrating?

### Warning Signs
- Customers were incentivized to talk to you
- Only flagship customers provided
- Users cannot articulate the value
- High churn when you dig deeper

## Technical Due Diligence

### For Software Companies
```
Architecture review:
- Scalability: Can it handle 10x users?
- Security: Penetration testing done?
- Data: GDPR/privacy compliance?
- Infra: Cloud-native or legacy?
```

### For Deep Tech
- Independent technical expert review
- Patent landscape analysis
- Regulatory pathway clarity
- Time to market realistic

## Legal Diligence

### Must Review
- Corporate formation documents
- Employment agreements (IP assignment)
- Customer contracts (terms, concentration)
- Pending litigation or threats
- Regulatory compliance status

### Cap Table Red Flags
- Excessive option pool used already
- Previous investors with blocking rights
- Convertible notes stacking up
- Founder shares not vesting

## Deal Breakers

Hard pass if any of these:
- Founders lie or hide information
- Irreconcilable cap table issues
- Regulatory risk without mitigation plan
- No path to ownership of core IP
- Customer concentration over 50% in one account


path: term-sheets.md
content: # Term Sheets — Venture Capital

## Key Economic Terms

### Valuation
| Term | Definition | Standard |
|------|------------|----------|
| Pre-money | Company value before investment | Negotiated |
| Post-money | Pre-money + investment amount | Calculated |
| Price per share | Post-money / fully diluted shares | Calculated |

### Liquidation Preference
| Type | Meaning | Investor Friendly |
|------|---------|------------------|
| 1x non-participating | Get money back OR convert to common | Standard, fair |
| 1x participating | Get money back AND share remaining | Aggressive |
| 2x+ preference | Multiple of investment first | Very aggressive |

**Rule:** Push for 1x non-participating as industry standard.

### Anti-Dilution Protection
| Type | Effect | Standard |
|------|--------|----------|
| Weighted average (broad) | Adjusts based on new shares issued | Standard |
| Weighted average (narrow) | Same but excludes some shares | Acceptable |
| Full ratchet | Reprices to new lower price | Aggressive, avoid |

### Option Pool
- Pre-money inclusion means founders pay for dilution
- Post-money inclusion means new investors share dilution
- Standard: 10-20% pool, pre-money

## Key Control Terms

### Board Composition
| Stage | Typical Structure |
|-------|------------------|
| Seed | 2 founders, 1 investor or 3 founders |
| Series A | 2 founders, 1 investor, 1 independent |
| Series B+ | 2 founders, 2 investors, 1 independent |

### Protective Provisions
Standard provisions (investor approval required):
- Change of control or sale
- New equity issuance
- Changes to charter
- Taking on debt above threshold
- Changing board size

**Avoid:** Operational veto rights that slow down company

### Information Rights
- Monthly financials
- Annual budget and plan
- Cap table access
- Board observer rights (if no seat)

## Investor Rights

### Pro-Rata Rights
- Right to invest in future rounds to maintain ownership
- Standard for institutional investors
- May include pay-to-play provisions

### Registration Rights
| Type | Meaning |
|------|---------|
| Demand | Can force IPO registration |
| Piggyback | Can join company-initiated registration |
| S-3 | Simplified registration after IPO |

### Right of First Refusal (ROFR)
- Company or investors can match third-party offers for shares
- Standard, but should have reasonable time limits

## Founder-Friendly Terms

### What to Negotiate For
- Single-trigger acceleration on acquisition
- Reasonable vesting (4 years, 1 year cliff)
- Founder-friendly board composition early
- Limited protective provisions
- Carve-outs for small transactions

### What to Avoid
- Full participating preferred
- Full ratchet anti-dilution
- Excessive board seats for small checks
- Redemption rights
- Cumulative dividends

## Term Sheet Red Flags

| Red Flag | Risk |
|----------|------|
| Excessive structure | Returns flow to investors, not founders |
| Many protective provisions | Slows down operations |
| Pay-to-play without flexibility | Punishes investors who cannot follow on |
| Short exclusivity with many conditions | Not serious about closing |
| No-shop extending beyond 60 days | Too much control |

## Negotiation Strategy

### For Founders
1. Get multiple term sheets if possible
2. Focus on valuation AND terms together
3. Understand long-term implications of structure
4. Get a good lawyer, do not negotiate alone

### For Investors
1. Price reflects risk at this stage
2. Structure protects downside, not upside
3. Align incentives for long-term partnership
4. Leave room for future investors


path: valuation.md
content: # Valuation — Venture Capital

## Valuation Methods by Stage

### Pre-Seed and Seed
| Method | Approach | When to Use |
|--------|----------|-------------|
| Comparable transactions | What did similar companies raise at? | Most common |
| Scorecard | Weight team, market, product factors | Early teams |
| Berkus | Assign value to risk reduction | Pre-revenue |

**Reality:** Early-stage valuations are art, not science. Driven by supply/demand of capital.

### Series A and Beyond
| Method | Formula | Best For |
|--------|---------|----------|
| Revenue multiple | ARR x multiple | SaaS companies |
| GMV multiple | GMV x take rate x multiple | Marketplaces |
| DCF | Discounted future cash flows | Mature companies |
| Comparable companies | Based on public comps | Later stages |

## SaaS Valuation Multiples

### ARR Multiples by Growth Rate
| Growth Rate | Typical Multiple | Context |
|-------------|-----------------|---------|
| Under 50% | 5-10x ARR | Normal growth |
| 50-100% | 10-20x ARR | Strong growth |
| Over 100% | 20-40x ARR | Hypergrowth |
| Over 200% | 40x+ ARR | Exceptional, rare |

### Adjustments to Multiple
| Factor | Effect |
|--------|--------|
| Net revenue retention over 120% | +20-50% |
| Gross margins over 80% | +10-20% |
| CAC payback under 12 months | +10-20% |
| Market leader position | +20-30% |
| Regulatory risk | -20-40% |
| Customer concentration | -10-30% |

## Marketplace Valuation

### Key Metrics
| Metric | Definition | Target |
|--------|------------|--------|
| GMV | Total transaction value | Growth rate |
| Take rate | Revenue / GMV | 10-20% typical |
| Net revenue | GMV x take rate | Actual revenue |

### Multiple Application
```
Valuation = Net Revenue x Multiple

Where multiple depends on:
- Growth rate (higher = higher multiple)
- Unit economics (contribution margin)
- Market size and share
- Network effects strength
```

## Consumer and B2C

### Engagement-Based Valuation
| Metric | Use Case |
|--------|----------|
| DAU/MAU | Social and content apps |
| Revenue per user | Subscription products |
| LTV | E-commerce and gaming |

### Per-User Valuations (Historical Ranges)
| Type | Range per User |
|------|---------------|
| Social network | $20-100 |
| Subscription service | $100-500 |
| E-commerce | $50-200 |
| Gaming | $10-50 |

**Note:** These vary wildly by market and timing.

## DCF for Later Stage

### Formula
```
Value = Sum of (FCF_t / (1 + r)^t) + Terminal Value

Where:
FCF = Free Cash Flow
r = Discount rate (typically 20-40% for private companies)
t = Year
Terminal Value = FCF_final x (1 + g) / (r - g)
```

### Discount Rates by Stage
| Stage | Typical Discount Rate |
|-------|----------------------|
| Seed | 50-70% |
| Series A | 40-60% |
| Series B | 30-50% |
| Series C+ | 20-40% |

## Valuation Negotiation

### Founder Perspective
- Higher valuation = less dilution
- But: sets expectations for next round
- Down rounds damage morale and signal

### Investor Perspective
- Lower valuation = more ownership
- But: must be fair to attract good founders
- Excessive dilution kills motivation

### Finding the Zone
```
Fair valuation balances:
- Enough ownership for founders to stay motivated
- Enough ownership for investors to justify risk
- Reasonable step-up expected for next round
```

## Common Mistakes

### Overvaluation Risks
- Cannot raise next round at higher price
- Down round triggers anti-dilution
- Employees disillusioned by underwater options

### Undervaluation Risks
- Excessive founder dilution
- Less runway from same capital
- Signals weak negotiating position

## Quick Sanity Checks

### For Seed
- $3-5M post-money for pre-product
- $5-10M post-money for early revenue
- $10-15M post-money for strong traction

### For Series A
- 10-15x ARR for strong SaaS
- $15-30M post-money typical range
- Need clear path to $100M+ revenue

### For Series B+
- Based on comparable public companies
- Apply private company discount (20-40%)
- Factor in growth rate and profitability


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