Contrary to the idea that all capital is good capital, elite founders strongly dislike SPVs. They want to know exactly who is on their cap table and view SPVs as a risky, obfuscated way to assemble capital that compromises control.
Successful founders prioritize cash upfront over potentially larger payouts from complex earnouts. Earnouts often underperform because founders lose control of the business's future performance, leading to dissatisfaction despite a higher on-paper valuation.
Upcoming mega-IPOs from companies like OpenAI and SpaceX will likely feature dual-class share structures. This mechanism grants certain insiders, typically founders, shares with outsized voting power (e.g., 10 votes per share). This allows them to retain control over the company's strategic direction even after diluting their economic ownership by going public.
Unlike in private equity, an early-stage venture investment is a bet on the founder. If an early advisor, IP holder, or previous investor holds significant control, it creates friction and hinders the CEO's ability to execute. QED's experience shows that these situations are untenable and should be avoided.
Founders are warned against being manipulated by late-stage investors who pressure them to strip rights (like pro-rata) from early backers. This disloyalty breaks trust and signals to new investors that the founder can also be manipulated, setting a dangerous precedent for future governance.
To participate in highly competitive late-stage deals, some VCs organize SPVs without management fees or carry. While not directly profitable, this helps the startup fundraise, strengthens the relationship, protects the VC's original investment, and signals access to LPs for future funds.
Top-performing, founder-led businesses often don't want to sell control. A non-control investment strategy allows access to this exclusive deal flow, tapping into the "founder alpha" from high skin-in-the-game leaders who consistently outperform hired CEOs.
The rise of founder-optimized fundraising—raising smaller, more frequent rounds to minimize dilution—is systematically eroding traditional VC ownership models. What is a savvy capital strategy for a founder directly translates into a VC failing to meet their ownership targets, creating a fundamental conflict in the ecosystem.
Large LPs are increasingly investing directly in top-tier private tech companies, circumventing traditional VC funds. They gain access through SPVs with minimal fees, creating a competitive dynamic where VCs must justify their value proposition against direct, low-cost access to the most sought-after deals.
When founders invest their own money, it signals an unparalleled level of commitment and belief. This act serves as a powerful 'magnetic pull,' de-risking the opportunity in the eyes of external investors and making them significantly more likely to commit their own capital.
VCs offering capital without a board seat frame it as founder-friendly control. However, it's often a self-serving strategy that allows the firm to deploy more capital with less hands-on work, robbing founders of a dedicated partner for governance and strategy.