Higher startup valuations are often favorable for all parties. High valuations show a business's potential. New customers and talent are attracted. They earn respect.

Everyone benefits if a company's valuation rises.

Founders and investors have always been incentivized to overestimate a company's value.

Post-money valuations were inflated by 2021 market expectations and the valuation model's mechanisms.

Founders must understand both levers to handle a normalizing market.

2021, the year of miracles

2021 must've seemed miraculous to entrepreneurs, employees, and VCs. Valuations rose, and funding resumed after the first Covid-19 epidemic caution.

In 2021, VC investments increased from $335B to $643B. 518 new worldwide unicorns vs. 134 in 2020; 951 US IPOs vs. 431.

Things can change quickly, as 2020-21 showed.

Rising interest rates, geopolitical developments, and normalizing technology conditions drive down share prices and tech company market caps in 2022. Zoom, the poster-child of early lockdown success, is down 37% since 1st Jan.

Once-inflated valuations can become a problem in a normalizing market, especially for founders, employees, and early investors.

the reason why startups are always overvalued

To see why inflated valuations are a problem, consider one of its causes.

Private company values only fluctuate following a new investment round, unlike publicly-traded corporations. The startup's new value is calculated simply:

(Latest round share price) x (total number of company shares)

This is the industry standard Post-Money Valuation model.

Let’s illustrate how it works with an example. If a VC invests $10M for 1M shares (at $10/share), and the company has 10M shares after the round, its Post-Money Valuation is $100M (10/share x 10M shares).

This approach might seem like the most natural way to assess a business, but the model often unintentionally overstates the underlying value of the company even if the share price paid by the investor is fair. All shares aren't equal.

New investors in a corporation will always try to minimize their downside risk, or the amount they lose if things go wrong. New investors will try to negotiate better terms and pay a premium.

How the value of a struggling SpaceX increased

SpaceX's 2008 Series D is an example. Despite the financial crisis and unsuccessful rocket launches, the company's Post-Money Valuation was 36% higher after the investment round. Why?

Series D SpaceX shares were protected. In case of liquidation, Series D investors were guaranteed a 2x return before other shareholders.

Due to downside protection, investors were willing to pay a higher price for this new share class.

The Post-Money Valuation model overpriced SpaceX because it viewed all the shares as equal (they weren't).

Why entrepreneurs, workers, and early investors stand to lose the most

Post-Money Valuation is an effective and sufficient method for assessing a startup's valuation, despite not taking share class disparities into consideration.

In a robust market, where the firm valuation will certainly expand with the next fundraising round or exit, the inflated value is of little significance.

Fairness endures. If a corporation leaves at a greater valuation, each stakeholder will receive a proportional distribution. (i.e., 5% of a $100M corporation yields $5M).

SpaceX's inherent overvaluation was never a problem. Had it been sold for less than its Post-Money Valuation, some shareholders, including founders, staff, and early investors, would have seen their ownership drop.

The unforgiving world of 2022

In 2022, founders, employees, and investors who benefited from inflated values will face below-valuation exits and down-rounds.

For them, 2021 will be a curse, not a blessing.

Some tech giants are worried. Klarna's valuation fell from $45B (Oct 21) to $30B (Jun 22), Canvas from $40B to $27B, and GoPuffs from $17B to $8.3B.

Shazam and Blue Apron have to exit or IPO at a cheaper price. Premium share classes are protected, while others receive less. The same goes for bankrupts.

Those who continue at lower valuations will lose reputation and talent. When their value declines by half, generous employee stock options become less enticing, and their ability to return anything is questioned.

What can we infer about the present situation?

Such techniques to enhance your company's value or stop a normalizing market are fiction.

The current situation is a painful reminder for entrepreneurs and a crucial lesson for future firms.

The devastating market fall of the previous six months has taught us one thing:

1. Keep in mind that any valuation is speculative. Money Post A startup's valuation is a highly simplified approximation of its true value, particularly in the early phases when it lacks significant income or a cutting-edge product. It is merely a projection of the future and a hypothetical meter. Until it is achieved by an exit, a valuation is nothing more than a number on paper.
   

2. Assume the value of your company is lower than it was in the past. Your previous valuation might not be accurate now due to substantial changes in the startup financing markets. There is little reason to think that your company's value will remain the same given the 50%+ decline in many newly listed IT companies. Recognize how the market situation is changing and use caution.
   

3. Recognize the importance of the stake you hold. Each share class has a unique value that varies. Know the sort of share class you own and how additional contractual provisions affect the market value of your security. Frameworks have been provided by Metrick and Yasuda (Yale & UC) and Gornall and Strebulaev (Stanford) for comprehending the terms that affect investors' cash-flow rights upon withdrawal. As a result, you will be able to more accurately evaluate your firm and determine the worth of each share class.
   

4. Be wary of approving excessively protective share terms.
   The trade-offs should be considered while negotiating subsequent rounds. Accepting punitive contractual terms could first seem like a smart option in order to uphold your inflated worth, but you should proceed with caution. Such provisions ALWAYS result in misaligned shareholders, with common shareholders (such as you and your staff) at the bottom of the list.

Startup entrepreneurs assume what risks when pitching?

Last week I signed four NDAs.

Four!

NDA stands for non-disclosure agreement. A legal document given to someone receiving confidential information. By signing, the person pledges not to share the information for a certain time. If they do, they may be in breach of contract and face legal action.

Companies use NDAs to protect trade secrets and confidential internal information from employees and contractors. Appropriate. If you manage a huge, successful firm, you don't want your employees selling their information to your competitors. To be true, business NDAs don't always prevent corporate espionage, but they usually make employees and contractors think twice before sharing.

I understand employee and contractor NDAs, but I wasn't asked to sign one. I counsel entrepreneurs, thus the NDAs I signed last week were from startups that wanted my feedback on their concepts.

I’m not a startup investor. I give startup guidance online. Despite that, four entrepreneurs thought their company ideas were so important they wanted me to sign a generically written legal form they probably acquired from a shady, spam-filled legal templates website before we could chat.

False. One company tried to get me to sign their NDA a few days after our conversation. I gently rejected, but their tenacity encouraged me. I considered sending retroactive NDAs to everyone I've ever talked to about one of my startups in case they establish a successful company based on something I said.

Two of the other three NDAs were from nearly identical companies. Good thing I didn't sign an NDA for the first one, else they may have sued me for talking to the second one as though I control the firms people pitch me.

I wasn't talking to the fourth NDA company. Instead, I received an unsolicited email from someone who wanted comments on their fundraising pitch deck but required me to sign an NDA before sending it.

That's right, before I could read a random Internet stranger's unsolicited pitch deck, I had to sign his NDA, potentially limiting my ability to discuss what was in it.

You should understand. Advisors, mentors, investors, etc. talk to hundreds of businesses each year. They cannot manage all the companies they deal with, thus they cannot risk legal trouble by talking to someone. Well, if I signed NDAs for all the startups I spoke with, half of the 300+ articles I've written on Medium over the past several years could get me sued into the next century because I've undoubtedly addressed topics in my articles that I discussed with them.

The four NDAs I received last week are part of a recent trend of entrepreneurs sending out NDAs before meetings, despite the practical and legal issues. They act like asking someone to sign away their right to talk about all they see and hear in a day is as straightforward as asking for a glass of water.

Given this inflow of NDAs, I wanted to briefly remind entrepreneurs reading this blog about the merits and cons of requesting investors (or others in the startup ecosystem) to sign your NDA.

Benefits of having investors sign your NDA include:

None. Zero. Nothing.

Disadvantages of requesting investor NDAs:

• You'll come off as an amateur who has no idea what it takes to launch a successful firm.

• Investors won't trust you with their money since you appear to be a complete amateur.

• Printing NDAs will be a waste of paper because no genuine entrepreneur will ever sign one.

I apologize for missing any cons. Please leave your remarks.

Most don't understand the issue until it's too late.

My first startup was what entrepreneurs call the hardest. A two-sided marketplace.

Two-sided marketplaces are the hardest startups because founders must solve the chicken or the egg conundrum.

A two-sided marketplace needs suppliers and buyers. Without suppliers, buyers won't come. Without buyers, suppliers won't come. An empty marketplace and a founder striving to gain momentum result.

My first venture made me a struggling founder seeking to achieve traction for a two-sided marketplace. The company failed, and I vowed never to start another like it.

I didn’t. Unfortunately, my second venture was almost as hard. It failed like the second-hardest startup.

What kind of startup is the second-hardest?

The second-hardest startup, which is almost as hard to develop, is rarely discussed in the startup community. Because of this, I predict more founders fail each year trying to develop the second-toughest startup than the hardest.

Fairly, I have no proof. I see many startups, so I have enough of firsthand experience. From what I've seen, for every entrepreneur developing a two-sided marketplace, I'll meet at least 10 building this other challenging startup.

I'll describe a startup I just met with its two co-founders to explain the second hardest sort of startup and why it's so hard. They created a financial literacy software for parents of high schoolers.

The issue appears plausible. Children struggle with money. Parents must teach financial responsibility. Problems?

It's possible.

Buyers and users are different.

Buyer-user mismatch.

The financial literacy app I described above targets parents. The parent doesn't utilize the app. Child is end-user. That may not seem like much, but it makes customer and user acquisition and onboarding difficult for founders.

The difficulty of a buyer-user imbalance

The company developing a product faces a substantial operational burden when the buyer and end customer are different. Consider classic firms where the buyer is the end user to appreciate that responsibility.

Entrepreneurs selling directly to end users must educate them about the product's benefits and use. Each demands a lot of time, effort, and resources.

Imagine selling a financial literacy app where the buyer and user are different. To make the first sale, the entrepreneur must establish all the items I mentioned above. After selling, the entrepreneur must supply a fresh set of resources to teach, educate, or train end-users.

Thus, a startup with a buyer-user mismatch must market, sell, and train two organizations at once, requiring twice the work with the same resources.

The second hardest startup is hard for reasons other than the chicken-or-the-egg conundrum. It takes a lot of creativity and luck to solve the chicken-or-egg conundrum.

The buyer-user mismatch problem cannot be overcome by innovation or luck. Buyer-user mismatches must be solved by force. Simply said, when a product buyer is different from an end-user, founders have a lot more work. If they can't work extra, their companies fail.

11 science-backed ways to improve health, happiness, healing, relaxation, and mental clarity.

Vagus nerve is the main parasympathetic nervous system component.

It helps us rest and digest by slowing and stabilizing a resting heart rate, slowing and stabilizing the breath, promoting digestion, improving recovery and healing times, producing saliva, releasing endorphins and hormones like dopamine, oxytocin, and serotonin, and boosting the immune, digestive, and cardiovascular systems.

The vagus nerve sends anti-inflammatory signals to other parts of the body and is located behind the tongue, in the throat, neck, heart, lungs, abdomen, and brainstem.

Vagus means wandering in Latin. So, it's bold.

Here are 11 proven ways to boost health, happiness, and the vagus nerve.

1. Extend

“Yoga stimulates different nerves in your body, especially the vagus nerve that carries information from the brain to most of the body’s major organs, slows everything down and allows self-regulation. It’s the nerve that is associated with the parasympathetic system and emotions like love, joy, and compassion.” — Deepak Chopra

Stretching doesn't require a yoga background.

Listen to your body and ease into simple poses. This connects the mind and body.

If you're new to yoga or don't have access to an in-person class, try Yoga with Adrienne. Over 600 YouTube videos give her plenty of material.

2. Inhale

Because inhaling and exhaling activate the autonomic nervous system, we can breathe to relax.

Exhaling activates the parasympathetic nervous system (rest and digest). One inhales stress, the other exhales it.

So, faster or more intense breathing increases stress. Slower breathing relaxes us.

Breathe slowly, smoothly, and less.

Rhythmic breathing helps me relax.

What to do is as follows:

1. Take 4 smooth, forceless nose breaths.

2. Exhale smoothly and forcefully for 4 seconds

3. Don't pause at the inhale or exhale.

4. Continue for 5 minutes/40 breaths

5. Hold your breath as long as comfortable.

6. Breathe normally.

If four seconds is too long, try breathing in and out for two seconds, or in and out for three seconds, until your breath naturally relaxes. Once calmer, extend your breath.

Any consistent rhythm without force is good. Your heart will follow your lead and become coherent.

3. Chant/Hum

Singing, chanting, or humming activate the vagus nerve through the back of the throat.

Humming emits nitric oxide.

Nitric oxide improves blood circulation, blood flow, heart health, and blood pressure.

Antiviral, antibacterial, anti-inflammatory, antioxidant, and antimicrobial properties kill viruses and bacteria in the nose and throat.

Gargling water stimulates the vagus nerve.

Simple ways to heal, boost energy, and boost mood are often the healthiest. They're free and can be done anywhere.

4. Have more fun

Laughing stimulates the throat muscles, activating the vagus nerve. What's not to like? It releases dopamine.

Take time to enjoy life. Maybe it's a book, podcast, movie, socializing with friends, or laughing yoga.

Follow your bliss, as Joseph Campbell says.

Laugh at yourself

Actually. Really.

Gagging activates vagus nerve-connected muscles. Some doctors use the gag reflex to test the vagus nerve.

Grossness isn't required. While brushing, gag quickly. My girlfriend's brother always does it.

I'm done brushing when I gag, he says.

6. Take in the outdoors

Nature relaxes body and mind. Better if you can walk barefoot.

Earthing is associated with hippies dancing in daisies.

Science now supports hippies.

7. Enter some chilly water.

The diving reflex activates the vagus nerve when exposed to cold water.

The diving reflex involves holding your breath in cold water. Cold showers work best.

Within minutes of being in cold water, parasympathetic nervous system activity, which calms the body, increases.

8. Workout

Exercise increases dopamine, blood circulation, and breathing. So we feel energized, calm, and well-rested.

After resting, the parasympathetic nervous system engages.

It's worth waiting for, though.

9. Play music with brainwaves

Brainwave music harmonizes brainwave activity, boosts productivity and mental clarity, and promotes peace and relaxation by stimulating the vagus nerve.

Simply play a song.

My favorite.

10. Make gentle eyes

Eyes, like breath, often reflect inner state. Sharp, dilated, focused eyes indicate alertness.

Soft, open eyes reflect relaxation and ease. Soft eyes relax the nervous system.

This practice reduces stress, anxiety, and body tension. It's a quick and effective way to enter a calm, peaceful state.

Wild animals can be hunted one minute and graze the next.

Put it into action:

Relax while seated.

Gaze at a distant object

Use peripheral vision while looking straight ahead

Without moving your eyes, look up and down. Connect side spaces to your vision.

Focus on everything as your eyes soften.

Keep breathing

Stay as long as you like

11. Be intimate

We kiss, moan, and breathe deeper during love. We get dopamine, oxytocin, serotonin, and vagus nerve stimulation.

Why not?

To sum up

Here are 11 vagus nerve resets:

1. Stretch

2. Breathe

3. Hum/Chant

4. More humor

5. Amuse yourself

6. Spend time outdoors

7. Leap into chilly water

8. Exercise

9. Play music with brainwaves.

10. Make gentle eyes.

11. Be intimate

If these words have inspired you, try my favorite breathwork technique. Combining breathing, chanting, and brainwave music. Win-win-win :)

Successful workers don't talk this way.

"I know it's unprofessional, but I can't stop." — Author Sandy Hall

Do you realize your unprofessionalism? Do you care? Self-awareness?

Everyone can improve their unprofessionalism. Some workplace phrases and words shouldn't be said.

People often say out loud what they're thinking. They show insecurity, incompetence, and disrespect.

"Think before you speak," goes the saying.

Some of these phrases are "okay" in certain situations, but you'll lose colleagues' respect if you use them often.

Your word choice. Your tone. Your intentions. They matter.

Choose your words carefully to build work relationships and earn peer respect. You should build positive relationships with coworkers and clients.

These 10 phrases are unprofessional. 

1. That Meeting Really Sucked

Wow! Were you there? You should be responsible if you attended. You can influence every conversation.

Alternatives

Improve the meeting instead of complaining afterward. Make it more meaningful and productive.

2. Not Sure if You Saw My Last Email

Referencing a previous email irritates people. Email follow-up can be difficult. Most people get tons of emails a day, so it may have been buried, forgotten, or low priority.

Alternatives

It's okay to follow up, but be direct, short, and let the recipient "save face"

3. Any Phrase About Sex, Politics, and Religion

Discussing sex, politics, and religion at work is foolish. If you discuss these topics, you could face harassment lawsuits.

Alternatives

Keep quiet about these contentious issues. Don't touch them.

4. I Know What I’m Talking About

Adding this won't persuade others. Research, facts, and topic mastery are key to persuasion. If you're knowledgeable, you don't need to say this.

Alternatives

Please don’t say it at all. Justify your knowledge.

5. Per Our Conversation

This phrase sounds like legal language. You seem to be documenting something legally. Cold, stern, and distant. "As discussed" sounds inauthentic.

Alternatives

It was great talking with you earlier; here's what I said.

6. Curse-Word Phrases

Swearing at work is unprofessional. You never know who's listening, so be careful. A child may be at work or on a Zoom or Teams call. Workplace cursing is unacceptable.

Alternatives

Avoid adult-only words.

7. I Hope This Email Finds You Well

This is a unique way to wish someone well. This phrase isn't as sincere as the traditional one. When you talk about the email, you're impersonal.

Alternatives

Genuinely care for others.

8. I Am Really Stressed

Happy, strong, stress-managing coworkers are valued. Manage your own stress. Exercise, sleep, and eat better.

Alternatives

Everyone has stress, so manage it. Don't talk about your stress.

9. I Have Too Much to Do

You seem incompetent. People think you can't say "no" or have poor time management. If you use this phrase, you're telling others you may need to change careers.

Alternatives

Don't complain about your workload; just manage it.

10. Bad Closing Salutations

"Warmly," "best," "regards," and "warm wishes" are common email closings. This conclusion sounds impersonal. Why use "warmly" for finance's payment status?

Alternatives

Personalize the closing greeting to the message and recipient. Use "see you tomorrow" or "talk soon" as closings.

Bringing It All Together

These 10 phrases are unprofessional at work. That meeting sucked, not sure if you saw my last email, and sex, politics, and religion phrases.

Also, "I know what I'm talking about" and any curse words. Also, avoid phrases like I hope this email finds you well, I'm stressed, and I have too much to do.

Successful workers communicate positively and foster professionalism. Don't waste chances to build strong work relationships by being unprofessional.

“Unprofessionalism damages the business reputation and tarnishes the trust of society.” — Pearl Zhu, an American author

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