Just recently, someone asked me what it meant to “lead an investment round”. This was my reply:
1. The lead is generally the one with most to lose, or the most money in. It’s not always like this, but usually. Sometimes it ends up being the person who cares the most about the terms.
2. The lead negotiates the terms for the round.
3. The lead may or may not share the negotiation with the other investors. It depends on the situation. For example, a venture fund may not include angels’ opinions in negotiating. OTOH I’ve invested with one fund where they did include all us angels in the negotiation.
4. The lead is committed to the round and will most likely put in money first. Other investors will typically follow the lead’s move to sign the docs and transfer money into the startup’s account. So it’s a tremendous vote of confidence for investors who may be conservative or shaky.
5. The lead generally pays the lawyer fees associated with the negotiation unless it’s specifically called out in the terms that the startup will pay all the lawyer fees (ie. negotiation + financing). The lawyer fees typically aren’t shared amongst others like angels. There are exceptions like two big VCs may share some costs if they are working on the negotiation together from the investor side.
6. There is liability associated with being the official lead. For example, there have been rare cases where other investors have sued the lead investor where they may feel the terms weren’t negotiated well and there is some bad financial result because of it. So you should be aware of this and be concerned about it if you lead.
7. The lead generally sits on the board of directors since being on the Board of Directors since it allows them to watch their money most closely, and having the most to lose they usually want to do this. Not all financings have investor representation on the board, especially at early stage. Once you get professional investors involved it will most certainly be the case.
8. Only experienced people should lead. Someone who has done this many times is much better than someone who hasn’t. Experience gives you an edge in what to negotiate for and what to give on, and what really doesn’t matter. Otherwise you may not know what you’re doing. Even someone with a lawyer backing them up may not be enough; a lawyer will always argue for you first and so you have to know when that is appropriate and when it is not, meaning how investor friendly or company friendly do you want the terms to be and how to get there.