Instead of demanding a controlling 'Right of First Refusal' (ROFR), Snowflake's venture arm uses a softer, more founder-friendly 'Right of First Notification' (ROFN). This doesn't block other offers but ensures they get a heads-up before an exclusive deal is signed, giving them a chance to participate.
In a non-control deal, an investor cannot fire management. Therefore, the primary diligence focus must shift from the business itself to the founder's character and the potential for a strong partnership, as this relationship is the ultimate determinant of success.
By defending the pro rata rights of early backers against new, powerful investors, founders play an "infinite game." This builds a reputation for fairness that compounds over time, attracting higher-quality partners and investors in future rounds.
Instead of a large upfront equity investment, strategic partners can use warrants. This gives the corporation the option to earn equity later if the startup achieves specific milestones, often through their joint partnership. This approach de-risks the initial investment and directly rewards successful collaboration.
To win the best pre-seed deals, investors should engage high-potential talent during their 'founder curious' phase, long before a formal fundraise. The real competition is guiding them toward conviction on their own timeline, not battling other VCs for a term sheet later.
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.
Beyond customer metrics, Snowflake’s corporate development lead looks for three key founder traits: hunger, hustle, and humility. Humility is especially critical as it indicates a founder who can appreciate other perspectives and engage in constructive debate, even while maintaining strong conviction in their own vision.
Oshkosh avoids demanding a Right of First Refusal, which can scare off potential acquirers. Instead, they secure information rights and board observer seats. This ensures they are notified of any acquisition talks, allowing them to enter a competitive process without limiting the startup's exit opportunities.
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.
Assessing cultural fit can't be done in a formal, time-crunched diligence process. Snowflake approaches M&A like dating, building relationships with companies over time. This long-term engagement allows for genuine discovery of values and operational style, de-risking the 'cultural diligence' aspect of a potential acquisition.
Supercell engineered a unique acquisition deal with SoftBank. They sold a 51% majority stake, providing liquidity to early investors, but negotiated to have all creative and operational control contractually returned to the founding team. This provided capital without sacrificing their culture or independence.