Every growing company needs capital. Many entrepreneurs turn to outside investors (e.g., angels, venture capitalists) for that capital. These investors expect a level of rigor, reporting, and, more importantly, a specific return. So, what do you do when you realize the company won’t generate that return? How do you renegotiate with your investors? Join Christine McKay and today’s guest, Chris Selland, the CEO of DipJar, and hear how he led renegotiation efforts with more than 40 investors and guided DipJar through two recapitalizations in a year only to sell the company a year later. Whether you have investors, are looking for them, or are curious about what to do when a deal isn’t working for you, you’ll learn a lot from this episode.
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Taking Your Business Forward Through Recapitalization With Chris Selland
Welcome back. We are excited to have you join us here on the show where we talk about negotiation. Specifically, we are here to help support you as small business owners and help you to ask for more of what you want and teach you the negotiation skills and techniques to help you get it. I’m really honored and excited to have somebody I have known for a long time. I’m excited that we reconnected again after doing networking, it had to been many years ago. It was a while.
I’m excited to have with us Chris Selland. He is the CEO of DipJar. I’m going to let him explain more about what DipJar is because it’s a fascinating company and business model. Chris, as a CEO, is responsible for the strategic growth of the organization. It challenges you and readily accepts and meets head on. He is passionate about building successful teams and broadening operating experience in technology companies. He has led DipJar to its national recognition. It has some amazing clients including National Church Solutions, Salvation Army and a bunch of other organizations. Prior to DipJar, Chris ran go-to markets and strategic alliance initiatives at a number of leading technology companies including UniFi software which was later acquired by Dell and Vertica systems, which was then acquired by Hewlett Packard Enterprises. Chris has a successful track record of taking companies from startup through to sale, which is really exciting because he’s done the same thing at DipJar.
I’m excited to talk to him about that because there are some interesting negotiation elements in that. He has a Bachelor of Science in Operations Research and Industrial Engineering from Cornell University. He has his MBA in International Business and Economics from New York University Stern School of Business. Chris has served on a number of corporate and nonprofit boards including serving as a director of the Needham Memorial Day Tournament, one of the largest youth soccer tournaments in the United States, which for those of you who read my blog often, I’m a complete soccer freak. I love that. I did not know that about you, Chris. I am a massive English Premier League fan. I literally get up and go to the pub pre-COVID to be there for matches.
You have to tell me who’s your club, which one?
I’m an Arsenal fan.
We are on the same team.
I think the worst part is that Tottenham is on the top of the table and that’s a very depressing thing. One of my friends is a Tottenham fan and he texted me and I said, “That’s never happened in my lifetime.” He said, “Nor in mine,” I said, “Yeah, that’s because you’re younger than I.” I had this amazing opportunity to interview Jillian Michaels, a fitness trainer and certified nutritionist. At the exact same time, I was interviewing her, my husband was having a conversation with the CTO of the Tottenham Hotspurs because they’re trying to think through some different things around animation in their new stadium and how they’re using their billboarding. It was cool as much as I hate the fact that it was Tottenham.
I’ll give you a hook for future interviews. I think it was 2013, we had our first customer conference at Vertica, which had been acquired by HP. We were bringing a bunch of customers in and we were an analytics company. We were looking for a speaker and we said, “Who’s a big name in analytics who’d be interesting to tell us a non-tech story?” We found Billy Beane of Moneyball. We brought him as a speaker. Since I had founded and was running the conference, we had a little reception after I got to talk to him quite a bit one-on-one. He’s a big Arsenal fan too. It was interesting because this was during Beane was still there very much. His philosophy is aligned with Moneyball. I had a fascinating conversation with Billy Beane about Arsenal, Moneyball and about his philosophy on analytics and everything. If you’re looking for future guests, I would recommend you bring him in. You can use that as a hook.
Also, I want to interview somebody who is involved negotiating Jurgen Klopp’s contract because I am convinced that he had a clause in his contract that gave him a three-year window to start performing. I am convinced of it, even the speed with which the revolving door that they had in terms of managers before Jurgen got there. I didn’t like, “I want to know what that contract was all about.” If anyone reading can get me in touch with that person, I am all about that. I would love to have more information about how you negotiated that as much as I’m not a Liverpudlian. I respect you if you are.
I have his book on my Kindle. I haven’t read it yet but I’ll dig in to see if there are any details. I doubt he’s going to have details of contracts in his autobiography but that’s what I intend to read.
When we put ourselves in a much better capital position, we have the right foundation to take the business forward. Share on XChris, thank you so much for being here and it’s always great have you on the show. It’s good to see you and welcome. Tell us a little bit more about you and how you ended up as CEO of DipJar.
I’ve built most of my career in software. I’ve been in tech for 25-plus years, mostly in the Boston area though. I’m originally from New York but in the Northeast almost entirely. I’ve definitely worked for a lot of companies based in California. I spent a lot of time going back and forth coast to coast but I’ve always been an East Coast guy in the software business. I was working for a company called UniFi that was California-based. I was spending a lot of time in California considering whether I wanted to relocate or not. I got approached by some of the investors in DipJar, in particular one of the advisors who I’d worked with before, notably at a company called SoundBite. That was a few years ago. Basically, the investors knew me two, in particular. They approached me and DipJar had a history. I am not a founder. I was at another company. This company told me this story. It was interesting. I liked Boston. It was based here.
More importantly, I liked two things. One was the idea. You briefly mentioned it that these days I’ll talk to the history, we mostly serve the non-profit community. We were very much a for-profit company. We’re here to make money but at the same time, there’s a little bit of a double bottom line to what we do. I really liked that. This was before all the craziness of the last few months, a little over a couple of years ago. Also, the passion of the people who work there really jumped out at me because I think pretty much for all the same reasons, people were passionate about the job because it was a job that had a little extra meaning for them. I think of all the things, Boston-based, I want to stay in Boston. I moved to California but most importantly, I was based here but the company had some issues as well.
The company was founded a few years ago. At this point, the original idea, and this is where the name came from, was to basically build a device and a network for leaving gratuities i.e. tips. DipJar was initially designed to be an electronic Dipjar. This was well before I got involved especially in places like coffee shops and pubs, if you mentally rewind back to like 2012, 2014 when the company started. If you walked into a pub or a coffee shop for your beverage and you wanted to pay with plastic because you said plastic was really skyrocketing back then and use of cash was going the other way. You wanted to pay for your coffee or your beer with plastic, but then you wanted to leave a tip for the bartender barista. It wasn’t always so easy to do that. That was the original idea that the company said about start.
I want to let everybody know that when Chris is saying plastic, he’s talking to credit cards.
That’s interesting too because the credit card or the credit consumer credit industry is significantly different in different countries these days. It’s not unified worldwide. We can come back to that. Around the time I got the call, which was mid-2018, the gratuity business hadn’t turned into much of a business. There were some customers and there were a number of these devices that had been sold and distributed, but there was also a lot more in advancements and enhancements in the ways to do payments. The idea of having a separate device and a separate network for leaving tips wasn’t much of a market to pursue anymore. The other thing is for anybody who understands credit card economics, in the US, they’re pretty disadvantageous for small dollar transactions.
If I want to leave a dollar or two with a credit card, the overall fee structure in the industry winds up eating up a lot of that. It makes a lot more sense when the dollar amounts get bigger. Tipping hadn’t worked out as a business but the investors were seeing that there was some promise in the nonprofit space because what was happening was people were walking into more coffee shops and pubs and saying, “Look at that thing, I could use that in my school, church, soccer club or what have you.” They started selling the products to nonprofits.
I should also mention this whole software and networking platform behind these devices as well. They’re all connected devices and that hadn’t been exploited hardly at all. Anyway, the tipping market wasn’t going well but the nonprofit market was showing promise. Investors managed to convince me to take on the role. It was the first time for me as a CEO, so it was exciting. The company was struggling a bit financially, had a new market that was showing promise but it didn’t have a lot of cash left in the bank basically from having tried another direction and not gone well. Maybe negotiation one is around the time it came in. A big part of why they were looking for a new CEO was that the company needed a new infusion of cash. They needed to raise a new round of funding but because the company had also been around for a while and a lot of the investors even dealt for a while, there were different rounds of investment that came in different times and different terms.
I wouldn’t say there was full consensus at the time, but there was pretty close to consensus that we were likely to need a recapitalization, which is basically wash the cap table clean and almost start over. It was interesting because when I was negotiating to take the job, a couple of people advised me and I chose to not ignore their advice. I heard their advice but did not pursue their advice that I should force the company to take care of that first before I came in. That was going to be a hard, ugly process, I didn’t think that was feasible. During the interview process, it became clear to me it wasn’t going to happen before I came in. I could either make the decision to come in and try to make it happen. First of all, determining it was definitively needed, which over a few short weeks and months, we pretty much did. Should I hold that out as a negotiation point before I take the job? Should I come in knowing that one of the first things we’re going to do is go through this very hard process? I chose the latter because I didn’t think the former is feasible and it worked out but it was hard. That probably encompasses a bunch of questions.
Some of our audience may not understand what a recapitalization is. Could you give a down and dirty one-on-one version so that people who are not familiar with that terminology can understand?
Basically, it’s essentially a restart. You’re starting over from a financing perspective. Generally speaking, what a recapitalization means is that the investors in the prior rounds are going to get severely diluted and they’re going to wind up taking a haircut for the sake of being able to raise a new round of money. When you get into investing in all companies, but this is particularly in tech companies, there’s an expectation that the valuation on each round is going to go up. Generally speaking, the investors from prior rounds, their investment is worth more money in the next round and they can choose to participate or not participate but when it’s worth less, it basically means in Shark Tank terminology if I invested X for Y percent of the company, all of a sudden my X is going to be worth a lot less than Y.
Not only do I need to make a decision and we did have something called the rights offering, which was a way to allow all of the existing investors to participate in, protect their investment in the new round of funding but their prior investment was going to be substantially diluted. It’s hard. The thing was even at the time we had close to 45 investors in the company. It was what some people would say a fairly complex or messy cap table. I was told that multiple times. When you’ve got to get that many investors agree to go along with something, that’s going to be hard. That’s going to mean taking a loss on the money you’ve already invested. That’s a very tough negotiation. Unfortunately, we were in a situation where there really wasn’t an alternative because it would have been nice to be able to find some investors who are going to invest, lead an up round but it wasn’t feasible and there wasn’t time.
To go through a recap, a recapitalization like Chris is talking about with 45 different investors is really complicated because you’ve got to get 45 different. To make it clear, an investor is not necessarily just an individual. An investor can be a company, a venture capital firm, a private equity firm. There’s any number. It can be a trust. There are all different types of investors. When he says 45 investors, that doesn’t mean 45 people, that means 45 individuals and probably hundreds of people that have to get involved in a different decision point. Tell me a little bit about the profile of the 45 investors, how the motivations of the different profiles came into play as you were thinking about how you were going to even approach the conversation of recapitalization.
The majority of them might not have been 45 at the time. I think around the time that we wound up selling the company to preview, there were probably a little close to 50, so maybe it was more like 40, but there were a lot of investors. The majority of them are what are normally characterized as Angels i.e. high net worth individuals. I would say about 80%, 90% of them were individual investors. There were a few venture capital firms or what you might call entities, as opposed to individuals involved. On the one hand, it becomes a simple negotiation because the alternative is that the company has to close down and then everybody gets nothing.
It became a negotiation around do you want the business to continue to maintain your opportunity to get something out of this? Do you want it to close down where everybody gets nothing? It is a difficult decision to take in a negotiation particularly when you’re coming in new. Although to some degree, coming in new made it probably easier for me than it had been for the prior team because I wasn’t there when all of these prior monies had been invested, all I was dealing with was the situation as it is now. I wasn’t the person who necessarily had gone around to these prior investors, made commitments and solicited their money.
It would have been very hard for one of the founders to do that. It was a little bit easier for me as a pseudo-outsider, but we did think that we had enough opportunity in the nonprofit space to build something here, but it wasn’t possible to maintain the existing capital structure and go on and go forward. It became A or B, and then the rights offering, which I won’t take credit for that idea, but I think it was the right thing to do was essentially to give all the investors which we did. It was exclusively available. I believe it was 60 days. Maybe it was 90 days that we give these investors the exclusive right to if they wanted to invest the new rounds, to participate and a number did.
Quite a few didn’t as well but there were a significant number. I would say about maybe about 20%, 30% of them did participate and the rest chose not to. It was a better alternative than the other option at the time. We managed to raise some money and managed to start to implement some improvements in the business. We were doing well on the second half of 2019. Once we got this done, we closed in June of 2019 was when the recapitalization happened. There was another 90 days of raising money after that. In the second half of 2019, we came through that, all of the investors still had a piece of the business, not necessarily the size of the piece that they had before the recapitalization but at least in the business was ongoing and we were starting to grow again. We put ourselves in a much better capital position. We had the right foundation in place to take the business forward.
You went through all this effort to do this recap in 2019, mid-2019, then COVID happens and what it does. Did you sell?
It wasn’t quite so quick but COVID then happened. I remember very vividly. DipJar itself is a hardware product, and a lot of our components come from Asia. The guy at the time who was running our production and supply chain came to me and said, “We have to get our orders in especially early this year for inventory for the spring,” because we serve non-profits. We’re usually busy two times a year, spring and fall.
We had a good fall 2019. It’s usually right around Thanksgiving that things start to slow down a little bit as you go into the winter. We were just coming out of that but he said, “We have Chinese New Year. The factories typically shut down for a while for that reason, but they’re also dealing with this virus that is starting to shut things down early and all the suppliers are warning us. We need to get the orders in.” We did. We wound up because when you’re ordering from Asian suppliers, you’re a small company. You don’t have great terms. You have to lay out capitals. We laid out a considerable amount of capital to put our orders in. We got our orders in. Our suppliers are getting nervous about this virus that was hitting Asia. As you may remember, with hindsight we would have made some different decisions. If you recall, the origin of the pandemic in the US has been talked about a lot.
Whether we like it or not, negotiation is absolutely an emotional activity. Share on XThere are still some debates whether it was here in late 2019, but most people seem to accept that it didn’t get here early 2020. We had laid out a lot of cash. We had a lot of inventory, a lot of the cash we just raised. We got our orders in and most of the materials started coming in. They happened really quickly. We had moved into offices. We moved the team, which was good because it wasn’t like we took on spectacular new offices. We renegotiated on the real estate side and wound up getting ourselves a better deal. More importantly, we got ourselves in more suitable space than what we’d been in previously.
Sales basically stopped dead on March 10, 2020. I remember that was the day or pretty close. I remember Mark Cuban sitting at the Mavericks game, looking at his phone in the seats, the game was canceled, and the world came through the slamming halt at the March madness and everything else. It was like sales went from starting to go into our spring to coming to a complete slamming hall. We found ourselves in a position once again and a heck of a lot sooner than we expected to where we needed to go back, or I need to go back and talk to the investors again. We had already been talking about it. We were having regular board meetings not so much about COVID until it happened in March.
Our normal Q1 board meeting had moved from January to February. We were already starting to say, “What’s this? Is this going to affect us? We have a lot of cash laid out.” We suddenly got to a place where we have a full team of people and a new space, “Now, what do we do?” We thought we had sufficient capital to grow through early 2020. We were planning to raise what I was calling a real round of money in late 2020 and go out and raise a bigger round because we’d raised post-recapitalization a relatively modest amount of cash. We’d raised some capital but it was relatively modest. We thought it wasn’t enough.
The biggest thing at the time too, which was extremely hard was our biggest expense by far was all of the people that we had. Two things before I talk about the sale, there was the very hard decision of, “What do we do about the team now?” The other thing that was getting announced at the time was the various CARES programs. I got a mini PhD in SBA Loans Programs, both the EIDL loans, the Economic Industry Disaster Loans, the PPP loans. We did eventually wind up securing a PPP loan. When we looked at it at the end of the day, and we didn’t get it until a little later in the process because the banks we were using at the time were really PPP banks.
We wound up getting it through a secondary source. By the time we got it, we didn’t need it because we already had more than one party who was interested in buying the business. What ultimately happened was we did take in a PPP loan but then we wound up paying it back because it also wasn’t assignable. Once we had found somebody who was interested in acquiring the business, we weren’t able to carry it over. By the time we got the money, it was too late. We had to do a big cut back. We kept the team on board for about a month but when it became pretty apparent, which also influenced our thinking on things like PPP because PPP would have bought us 60 days, but it wasn’t going to buy us 6 months or 12 months, which is what this all turned out to be.
We had to do a big cutback to be able to survive. We must have had a dozen board meetings between April 1st and Memorial Day, if not more. We were meeting regularly to talk about options. We looked at, “Should we wind down the company?” There were other strategies for maybe keeping the company going so we could get through this bare-bones basis. Because we’re providing a service to the hardware, we didn’t think that was practical. We didn’t know how we’re going to be able to continue serving our customers at all if we did that. We also said, “Let’s talk to a few parties.” There had been discussions with various parties throughout the time maybe at some point we’d be interested in buying this business.
We ultimately decided to do roundabout outreach to a few of those parties we had talked to, and there were a number of them, and explored a few conversations. In a couple of cases, one in particular, realizing that everybody’s business was being severely hurt but also seeing the long-term potential, there was potentially interest in acquiring the business. That was the route we chose to go. As it turned out, the entity that we approached at one point, there had been discussions about them buying us outright but instead of doing that for their own reasons that I can’t really get into here, they decided to put an investor group together.
What happened was we got acquired essentially by a new entity that was a group of investors from a number of companies that pulled their capital and put together a new group. Essentially the way it worked out was we were bought by a new investor group but the business continued an as in spaces. We’re not a subsidiary of another company or anything like that. We’re still independent. Our legal name isn’t DipJar anymore, but it continues to be the trade name we go by. That was an interesting process too.
One of the things that I talk a lot about, I have a webinar that I’ve done on renegotiation, and an occurring theme for you at DipJar is renegotiating. Because you come in, you have to renegotiate with the investors. Things changed as a result of COVID and you’ve got to renegotiate with them again. You’re also at the same time renegotiating with your employees and your suppliers. It’s always fascinating to me where my conversations take me when I’m doing these interviews. This renegotiation theme is really significant.
I live in Los Angeles. We’re headquartered in Los Angeles. I was at an event. The head of the port of Los Angeles was one of the speakers on a panel. She was talking about how imports are affecting. The terrorists are affecting small business in particular because products that sat in the harbor for weeks came into the harbor, and the port of Los Angeles has had the busiest year on record and are heightened generated their highest profit on record just to be clear. What they’ve said, and this was reinforced by a guy who’s the senior executive of a transportation company and some others that were on the panel, that small businesses are getting left out in the cold when it comes to the distribution of goods as it’s come into port because it’s being diverted to bigger companies. Did you have to renegotiate? You had suppliers in China who were impacted, who had shut down before we did. As they came back online, how did that renegotiation take place? What were some of the things that you had to do there?
I didn’t have to renegotiate much with our suppliers in Asia, although we’re starting to do some of that as we’re looking to because the business has recovered to some degree. We still have ways to go but that’s starting now. At the time, most of what I needed came in to your point about tariffs, we did get hit with very large tariff bills, which was painful. I know that there was a lot of the political campaigns went in different directions from tariffs claiming that the other countries pay the tariffs. They don’t. We paid the tariffs. Unfortunately, we didn’t directly pass them on to customers but ultimately there are costs that we need to recover somehow or another. We paid a lot of tariff costs but I didn’t have to do a lot of renegotiation there at least. We’re in the process of doing some of that.
I do think that all the people I deal with are almost reasonable people, and everybody understands the world has changed a lot these past few months. There’s general openness to renegotiation and the most part it’s funny. We had our typical Monday team call. I was talking about one of our software vendors who I won’t name, although they’re a pretty well-known software company. I was saying when all of this happened, it did go around to all our vendors and say, “Can we work with you?” There was one in particular who’s an important vendor and it’s a company I have a lot of respect for too but everybody said yes. They said no.
I almost threw them overboard because I got so enraged that they said they wouldn’t negotiate, “Just pay your bill.” That was really frustrating to deal with. Although I was also saying I was gratified that I didn’t throw them overboard because we’re renewing our agreement with them now because they do play a very valuable role and it would have been painful to replace them. My point is the renegotiation of trade terms hasn’t been too tough with some exceptions like I named but certainly something that’s been necessary, and now I’m sure it’s gone on everywhere but it’s also had weird impacts. It’s made some businesses stronger, but for the most part, many of us have been severely hurt by it. When you go in with that understanding, most reasonable people are at least going to be willing to hear it and consider it. There have been a lot of little renegotiations and a few big ones.
About negotiation, we created a quiz that people can go and they can take and learn their default negotiation style because there’s a style that’s very much focused on winning at all costs. In a renegotiation, that particular style which we call a champion is because they’re a champion for him or herself. That’s about it. You have to negotiate to get a renegotiation that’s really difficult. They see no value, no benefit in it. They expect people to fall into, “We have a contract so you have to deal with it.” It’s something as simple as, “We live in Downtown Los Angeles, and so we lease our loft and our landlord. We’ve never missed a rent payment and we’ve always paid on time, but we have a bunch of people in our building who just like a vendor is dealing with, they have customers who aren’t paying their bills on time. We want a better rate because we’re paying him, that’s what we expect. We expect you to pay your bill on time.” I’m like, “That’s not the way this works right now.” When you’re in a David and Goliath negotiation, which I have a vision of which vendor you are referencing. If it isn’t the vendor I am envisioning, I have negotiated with them. I’ve negotiated with most of the big tech guys.
Those David and Goliath negotiations are always really interesting. Let’s go back to the investor situation and keep telling us a little bit more about the, “You went through all the recap. You hit that point. Now, where are you at with your investor base?” What are some examples of things that you did? You can be somebody who’s negotiating one thing, you or from your position it’s one thing. You’re negotiating different entities or ten different people. It’s ten separate negotiations because, even if your objective is one thing, your counterpart always sees it differently. They end up having ten very different types of negotiation. What are some things that you saw as you were going through this process on the recap and then the sale with the investor base? What are some tips that you can share with our readers on things that you did to move those discussions forward with different individuals?
First of all, I would say that investor groups, my experience both here and elsewhere is that usually they move. It’s not real. If you have 10 or 45, it’s not really 10 or 45, there are usually a couple of leads. Typically, any investment around there’s one lead but there typically might be multiple investors who share at least some percent of the leads. In my case, there was probably 3 or 4, maybe 5 of the 45 that were significantly involved. The rest for the most part will follow along because they tend to be smaller investors. They’re participating in a syndicate to some degree or they might have in the past. They’ve become part of a new one now.
There’s that but I think the most important thing is to be at least for me and it’s the way I tend to be. It’s just matter of fact, here are the alternatives. Try to remove emotion from it. That’s something I do think was easier for me because I wasn’t the person or I was a part of the team that originally had to convince the investor and make promises on how great it was going to be down the road and present here it is. I’m coming into this new too. This is not fun for any of us but just be very matter of fact about it and take emotion out of it as much as you can. That’s easy to say when it’s not your money.
Also, for the most part, most professional investors and I would include Angels and certainly venture firms, they’re pretty unemotional about it too. They get it. They understand it. It might not be their favorite conversation to have all day. They’ve been through it. I think it’s a matter keeping things professional, unemotional and it was a little easier for me to be detached since I came into the situation new. That was number one.
I want to add on that. There are a number of books. Jed Blount’s book, Inked, is one that comes to mind. Chris Voss’ Never Split the Difference, which we end up talking about a lot on the show. Those books talk about emotion and Jed’s book, which Inked is his latest book. He has one of them and he specializes in fails, which as many of our readers know, fail for me is part of negotiation but it’s not all of the negotiation. One of the things that he talks about is the person who can’t check his or her emotion, the person who gets emotional is going to lose in the negotiation. You will give up more if you are emotionally-invested, if you overreact from an emotional perspective and Chris Voss talks about tactical empathy.
One of the things I love about his book is that he’s one of the first ones who really made a big deal out of the fact that whether we like it or not, negotiation is an emotional activity. As soon as you want something from somebody else, you have an emotional investment in that outcome but letting your emotions get control of you and when you’re in a startup. If you are the founder of the organization, I see this all the time working with founders, they get emotionally attached to their idea and then it becomes very difficult for them to separate that emotion from the conversation. That’s why for you coming in Chris when you did and certainly for me when I come in to support my clients, it allows for separation that emotional impact is different. As a result of you coming in when you did and when I work with my clients, we can do things. We can ask things. We can be straightforward, direct and lay on the line without having that emotional baggage that comes into play.
Giving somebody else in a negotiation the option to say no is very empowering for them. Share on XIt’s interesting because if you noticed before, I’m sure you did, I digressed a little bit to talking about employees and I have found that. We were talking about, for the most part, my investors were all professional investors or the company’s investors, probably a better way to say it. In some cases, there was a little emotion here and there, but for the most part that wasn’t a big factor with employees. Totally different story, past, present, future. It’s the team. I think in a lot of ways, the negotiation with the team has been the hardest thing. It’s been harder to negotiate with the people in the company who used to work for the company, old employees, new employees, people who came through, which was only a small number of us.
Those were the harder negotiations because they got very emotional and I’m an employee as well. It’s hard to put your own self-interest aside and step back and see things on emotion too. I would say for the most part, one of our advisors, and he’s a CEO I’d worked with a number of times. He was really the guy who pulled me in. Part of the reason he pulled me in is because he also knew the investors as well, we would all work together. One of the things he said to me, and this was during the recap in 2020 that’s always stuck with me. I was going in to negotiate with who eventually was our lead. Remember, he does this for a living. He does this every day. This is our lead investor and it’s true and he was great, super supportive investor, really smart, knowledgeable about the business. He could put it aside and some professional investors, they’re good at the separation. I guess I witnessed that and I appreciated that too but it was a lot harder to do with some of the employment negotiations that have gone or even going.
That’s one of the things that as you’re talking that it really sticks out for me as I’m listening to you describe the situation is that some of the things you’re good at are really understanding the diversity of your constituent base. Understanding what’s driving the individual investors but also what’s driving the employees and figuring out it’s the same negotiation but two completely different perspectives. Sometimes, all businesses get stuck into this perspective, “I’m going to negotiate in this perspective.” If that approach fails to take into account the counterpart’s perspectives, those perspectives are different depending on the counterpart. That is going to be your skill as a negotiator and what it is you do. That was one of the things you said you were learning that I interrupted you to interject that before you got to number two.
I’m trying to think back because I remember one of Chris Voss’ points. I do think Never Split the Difference is one of the best. It’s not even really a business book per se. It’s just a book. It’s more a book about hostage negotiating but how you can apply some ideas behind hostage negotiation. I think The Power of No, that’s also one of the most important things to understand and it’s a little bit different than most people think. You’ve read the book. It’s not about being willing and able to say no, which I’ve learned how to do a lot particularly these last couple of years but it’s also about giving somebody else in a negotiation the option to say no is very empowering for them. That’s an important point.
I mentioned before the rights offering that we did and it was our attorney’s idea. I don’t know if it was even an idea or just somebody said, if we’re going to go down this path, this is something you have to do. You have to offer all of the investors the option to participate exclusively before you bring in a new investor and so on and so forth. We did. The fact that we did, the majority of them said no but at least they had the option to do that. I don’t know, maybe that’s a bad example because that’s more of a legal example but I think in any negotiation.
A lot of times people feel railroaded, pushed or the things are going in an uncomfortable direction in negotiation. If you have the right to say no, say, “Stop,” to say, “I’m out.” I feel at least I’ve got more control, and paradoxically that leads to them feeling more like, “I have some control.” Maybe I’m more willing to participate and hear what they say next if they just gave me the opportunity to say no. The giving the opportunity to say no is really powerful. There is one of the investors, I can’t name names in particular, but it was somebody who had been a very early investor in the company who I knew by the way outside.
I had known them before I took the role on. It wasn’t one of the investors who necessarily participated in recruiting me but it turned out it was one of the early investors, somebody I’d known and they were very frustrated by certain things probably that had predated me. They knew it had little to nothing to do with me because I hadn’t been here at the time but they chose to disengage from the process. They also didn’t stand in the way of anything. They’re professional investors. They felt okay. It was their way of saying no but recognizing that there were only two possible paths that the company had to go down one path or the other, but instead of participating or endorsing, they were going to choose to exercise the right to step aside so to speak and they did. On the one hand, they didn’t participate. On the other hand, they certainly didn’t block anything that needed to happen either, giving them the opportunity to do that probably helped move things along.
We talk a lot about how power is something that we choose to acquiesce. I always have a thing when people talk about negotiations talk about who’s in position of power because I believe that power is something that you voluntarily acquiesce and give to somebody. I have to give somebody my power in order for me not to have it because the ultimate power is the ability to say no, that is the ultimate leverage. The fact that you’re sitting, having a negotiation or renegotiation, the fact that that dialogue is open means that there’s some rationale for both of you to be sitting there and having that conversation in the first place. No is the ultimate exercise of leverage in my view. There are certain negotiation styles and they’re a very uncomfortable thing because they think that it’s going to damage the relationship over time. I’ve negotiated deals where I’ve literally negotiated to get the other side to say no because no was in my best interest or my client’s best interest but my client was not the one who wanted to say no. We created an environment where it was not a likely good deal and the counterpart decided to exit, which was fine by us.
You never know what the motive is of somebody was trying to guess the motive versus trying to discover the motive, never try to guess the motive, try to discover the motive and then speak to that. I think that what you’re talking about is really important that you have that dialogue and you give people the opportunity to say, “No, this isn’t going to work for me because negotiation is all the time is nothing more than a conversation about a relationship. It’s all a negotiation. There’s nothing more to it than that. If the relationship isn’t working for me then it’s not working for you too. You just don’t know it yet. If we’re going to make it work then we’ve got to be able to have those conversations and create that opportunity for people to be open and transparent about what’s working and what’s not working in the relationship.
Professional investors say no all the time. Getting a no from an investor is a good thing because typically they’re not going to directly say no, they’re going to be very indirect. They’re at it because they want to maintain their optionality because I don’t want to invest right now and there could be a whole lot of reasons an investor doesn’t want. It could be timing related. It could be competitor related. It could be a lot of reasons. They don’t want to invest and you’re trying to raise money but they want to preserve their optionality. You’ve been getting them to say no, that can be a bigger win because you don’t really know where you stand all the time.
Another topic that I think is much harder is employment negotiations. I will say another thing too like we were based out of an incubator for a while, and I’ve worked in a number of like startup centers where you’re around, and it was funny because you often hear founders and I have been a founder as well. It goes back a few years. Founders get very upset at investors because they get emotional about what they founded, what they started and emotion creeps into it. This has been a weird year, so you don’t hear as much about it now. All of this friction between founders and investors, it’s all about emotion. It takes a lot of passion to be a founder. It is a lot easier in some respects to come in later and not really have the emotional attachment to the founding of the business. Remember when the incorporation was signed in the original team and we were working out of the garage and all of that? You walk in and say, “What do we have to do?” Founders tend to get so attached. Investors are mostly the ones that dealt with the pros, they stay very detached. I think that mismatch is what causes probably a lot of the friction and hard feeling that it doesn’t need to be. That’s a whole other topic.
I think that’s an interesting topic. Maybe on a future episode, we’ll have to explore that because people who start businesses especially in the tech industry are rarely the people who run them. They usually exit and there’s a reason for that. A lot of times, that objectivity that’s required to make some very hard decisions become so emotional that it becomes difficult for a founder to do that but we want to run it day-to-day.
It’s different skillsets and many other reasons. It does happen on occasion, the Mark Zuckerbergs and Jeff Bezos of the world. Those people exist but nonetheless majority of the time it’s like you said.
This has been fantastic. The information that you’ve shared has been phenomenal. You’re my first conversation talking about the investor side of things and working with the investors as small business. I appreciate your taking the time to be here with me and to be here with the audience. How can people find you? How can they find DipJar?
I would say, me personally, LinkedIn is a good place to poke around. It’s funny because it goes back to when you and I were first networking, and LinkedIn was a new thing back then. I met the founding team, including Reid, at LinkedIn very early. I got on LinkedIn early. I’ve been a big LinkedIn user but for the same reason, I don’t take unsolicited but I would say drop me a note on LinkedIn and you can find me there, or you can go to DipJar.com. I think my email’s up there somewhere but I’m pretty responsive on LinkedIn. Those are probably the two best places to go rather than giving out my email or phone number. I’m responsive online.
Thank you very much. You have been an amazing guest. I hope this has been a great experience for you. I look forward to having you all stay tuned in, come back and read our next episode.
Important links:
- DipJar
- Inked
- Never Split the Difference
- The Power of No
- LinkedIn – Chris Selland
About Chris Selland
As CEO of DipJar, Chris is responsible for the strategic growth of DipJar, a challenge he readily accepts and meets head-on. His passion for building successful teams and broad operating experience in technology companies has led DipJar to its current national recognition.
Prior to DipJar, Chris ran go-to-market and strategic alliance initiatives at a number of leading technology companies, including unifi software (later acquired by Dell) and Vertica Systems (acquired by Hewlett Packard enterprise).
He has a bs in operations research and industrial engineering from Cornell University and an MBA in international business and economics from NYU Stern School of Business. Chris has served on a number of corporate and non-profit boards, including serving as director of the Needham memorial day tournament, one of the largest youth soccer tournaments in the US.