Seed funds can win deals against multistage giants by highlighting the inherent conflict of interest. A seed-only investor is fully aligned with the founder to maximize the Series A valuation, whereas a multistage investor may want a lower price for their own follow-on investment.

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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.

Trying to win a competitive Series A against a firm like Sequoia is nearly impossible for a smaller fund. Top firms leverage an overwhelming arsenal of social proof, including board seats at the world's most valuable companies and references from iconic founders, creating an insurmountable competitive moat.

Mega-funds can justify paying "stupid prices" at the seed stage because they aren't underwriting a seed-stage return. Instead, they are buying an option on the next, much larger round where they'll deploy real capital. This allows them to outbid smaller funds who need to generate returns from the initial investment itself.

Seed-focused funds have a powerful, non-obvious advantage over multi-stage giants: incentive alignment. A seed fund's goal is to maximize the next round's valuation for the founder. A multi-stage firm, hoping to lead the next round themselves, is implicitly motivated to keep that valuation lower, creating a conflict of interest.

To win highly sought-after deals, growth investors must build relationships years in advance. This involves providing tangible help with hiring, customer introductions, and strategic advice, effectively acting as an investor long before deploying capital.

When a company like Synthesia gets a $3B offer, founder and VC incentives decouple. For a founder with 10% equity, the lifestyle difference between a $300M exit and a potential $1B future exit is minimal. For a VC, that same 3.3x growth can mean the difference between a decent and a great fund return, making them far more willing to gamble.

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.

Series A is a brutal competition where top-tier firms have an insurmountable advantage. Their brand and network are so powerful that if a smaller fund wins a competitive Series A deal against them, it’s a strong negative signal that the top firms passed for a reason.

This provides a simple but powerful framework for venture investing. For companies in markets with demonstrably huge TAMs (e.g., AI coding), valuation is secondary to backing the winner. For markets with a more uncertain or constrained TAM (e.g., vertical SaaS), traditional valuation discipline and entry price matter significantly.

Founders Fund's perk allowing employees to co-invest personally is a clever mechanism to test true conviction. If an investor sponsoring a deal is unwilling to put their own money in, it raises a serious question about their belief in the investment's potential, forcing them to justify why it's a better allocation for LPs than their own capital.

Price Alignment: The Seed Fund's Weapon Against Multistage VCs | RiffOn