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Who's Going to Fund the Next Steve Jobs?
Wall Street Journal
By James Freeman
July 18, 2008
Is the great American financial engine that gave the world Intel
and Google grinding to a halt? Last quarter marked the first time
in 30 years that not a single company backed by venture capital
went public in the U.S.
A fluke? Two weeks into the current quarter, the drought continues.
Dealogic reports that just one venture-backed company has gone
public, California-based Energy Ventures, Inc.
Of course this is a horrible market across many asset classes.
But even before the credit crunch began last year, initial public
offerings of young companies had become rare. Venture-backed IPOs
in 2005 and 2006 were far below the levels of the early 1990s,
never mind the boom years that followed. A recovery in the early
months of 2007 still didn't push IPO numbers anywhere close to
the number of young companies being acquired by bigger, more established
firms.
David Gothard
This is bad news for the U.S. economy. Does anyone think that we
would be better off if Bill Gates and Michael Dell had sold out
to corporate behemoths early in their careers, instead of leading
their firms for years as public companies? Would consumers enjoy
the same vibrant market in Web services if Yahoo had gobbled
up a nascent Google? How powerful would our computers be if Intel
had become an IBM subsidiary, instead of going public in 1971?
Of course we can't run these experiments. What we do know is that
entrepreneurial drive, combined with venture investors' money and
experience, plus access to the public markets, equaled a tech revolution
and an industry that is the envy of the world. That model may be
collapsing.
True, investment in U.S. venture funds is holding up well despite
the market downturn, with investors pouring $9 billion into this
asset class in the second quarter. But over the long term, venture
investments have to result in a healthy number of home-run IPOs
to justify the risks and offset the inevitable failures. The industry
cannot continue raising the money to fund American innovation if
its returns trail the stock market indexes, as they did for the
five-year period through 2007.
Some have ascribed the broken venture model to the "cheap revolution," meaning
that, thanks to earlier innovations, the tools to create new tech
products are so cheap that entrepreneurs don't even need funding
from venture capitalists. That's great, but we're not seeing a
flood of IPOs of young companies built without venture money, nor
the creation of lots of privately held global powerhouses. By and
large, founders of Internet startups are not creating companies
with the dream of conquering the world, but rather with the intention
of selling to Google, eBay, Yahoo or Microsoft.
Our society should be encouraging these entrepreneurs to dream
big. Instead, they're looking for the exit before they have to
deal with the burdens of our public markets. "All things being
equal, 85-90% of our portfolio company CEOs would say they would
rather be acquired than go public," says Steve Harrick of Institutional
Venture Partners.
Think about "all things being equal." An IPO generally means that
the founders can continue to run the companies they have painstakingly
built, except with greater resources. An acquisition generally
means that the founders move on, see projects they championed get
axed, and watch old colleagues get fired. How many company founders
would aspire to conduct a sale of the business instead of a public
offering, absent some bizarre and unnatural conditions in the market?
"A lot of our CEOs are reticent to go through the public process.
The [Sarbanes-Oxley] and governance issues are cumbersome, and
it means they spend all of their time as administrators versus
growing their companies," reports Kate Mitchell of Scale Venture
Partners. She adds that chief executives don't want the liability
risks of running a public firm and the same goes for candidates
to serve as outside board members.
As for Sarbanes-Oxley, or SOX, the hope was that by now firms
would have gotten over the hump of learning to comply, and auditors
would have stopped obsessing over minute risks. Last year the Securities
and Exchange Commission explicitly advised firms to focus only
on material threats to the integrity of a firm's financials. "The
SEC's heart was in the right place, but the accounting firms' hearts
are not," says Mark Heesen of the National Venture Capital Association.
He adds that the Big Four accounting firms "continue to feast on
SOX audits."
Ms. Mitchell says the "SOX tax" runs up to $3 million per year
per company, which can reduce a firm's market value by much more.
Mr. Harrick says the costs of being a public company can approach
$5 million.
Most venture capitalists tell a similar story, but Novak Biddle
co-founder Jack Biddle says that another reform of the early 2000s
has caused even more damage than SOX. He fingers the 2003 analyst
settlement forced upon Wall Street by then New York Attorney General
Eliot Spitzer. The theory was that separation between investment
banking and stock analysis would eliminate biased research. The
result is very little research of smaller companies by investment
banks.
Nobody wants research peddled merely to help Wall Street firms
win lucrative fees from the companies that are the subject of the
research. But is no information better than information with an
agenda? "The issue is that if banking cannot subsidize research,
there will be no research, and therefore no institutional buyers
or liquidity for small cap companies," says Mr. Biddle. "The trading
alone isn't profitable enough to provide coverage. Spitzer did
more harm to the small cap IPO than did Sarbanes."
Mr. Biddle may be an outlier in handing most of the blame to Mr.
Spitzer. But he's not alone in diagnosing the problem of limited
research coverage by Wall Street firms. "Lack of analyst coverage
and the rules surrounding that make these stocks less visible to
the potential audience," says Ms. Mitchell.
How likely is reform to make U.S. capital markets more hospitable
to entrepreneurs? When it comes to SOX, the SEC has told auditors
it is looking for 50% reductions in compliance costs for smaller
companies. To check their progress, the Commission is conducting
a SOX cost/benefit analysis. If the results match those reported
by Silicon Valley VCs, the Commission should continue to exempt
the smallest category of public firms from the most onerous portions
of the law and enact broader exemptions until the costs are under
control. Neither presidential candidate is calling for a repeal
of the infamous Section 404, which requires costly audits of internal
controls, though John McCain did say he would consider amending
the law during a December visit to The Wall Street Journal's editorial
board.
As for the analyst settlement, the 12 participating firms cannot
take back the more than $1.4 billion they coughed up to cut the
deal in 2003. However, starting in July of next year they will
be free to stop paying tens of millions each year to outside firms
for independent research. The idea behind this provision was to
offer Wall Street's brokerage clients objective research without
any connection to the firms' banking business. But it turns out
that most people choose to be clients of Goldman Sachs, for example,
because they want Goldman's opinion, not analysis from some other
firm.
Rather than paying to offer various views on a particular stock,
perhaps Wall Street firms should consider investing in new coverage
of stocks that they don't cover at all. The various parties to
the settlement should also review the agreement's other provisions.
This October they can suggest revisions to the federal court overseeing
the settlement. All participants should be ruthless in knocking
out provisions that prevent investors from participating in the
growth of America's most innovative young companies.

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