January 2021 - Technological Revolutions and Financial Capital: The Dynamics of Bubbles and Golden Ages by Carlota Perez

This month we read Carlota Perez’s understudied book covering the history of technology breakthroughs and revolutions. This book marries the role of financing and technology breakthrough so seamlessly in an easy to digest narrative style.

Tech Themes

The 5 Technology Revolutions. Perez identifies the five major technological revolutions: The Industrial Revolution (1771-1829), The Age of Steam and Railways (1829-1873), The Age of Steel, Electricity and Heavy Engineering (1875-1918), The Age of Oil, the Automobile and Mass Production (1908-1974), and The Age of Information and Telecommunications (1971-Today). When looking back at these individual revolutions, one can recognize how powerful it is to view the world and technology in these incredibly long waves. Many of these periods lasted for over fifty years while their geographic dispersion and economic effects fully came to fruition. These new technologies fundamentally alter society - when it becomes clear that the revolution is happening, many people jump on the bandwagon. As Perez puts it, “The great clusters of talent come forth after the evolution is visible and because it is visible.” Each revolution produces a myriad of change in society. The industrial revolution popularized factory production, railways created national markets, electricity created the power to build steel buildings, oil and cars created mass markets and assembly lines, and the microprocessor and internet created amazing companies like Amazon and Airbnb.
The Phases of Technology Revolution. After a decently long gestation period during which the old revolution has permeated across the world, the new revolution normally starts with a big bang, some discovery or breakthrough (like the transistor or steam engine) that fundamentally pushed society into a new wave of innovation. Coupled with these big bangs, is re-defined infrastructure from the prior eras - as an example, the Telegraph and phone wires were created along the initial railways, as they allowed significant distance of uninterrupted space to build on. Another example is electricity - initially, homes were wired to serve lightbulbs, it was only many years later that great home appliances came into use. This initial period of application discovery is called the Irruption phase. The increasing interest in forming businesses causes a Frenzy period like the Railway Mania or the Dot-com Boom, where everyone thinks they can get rich quick by starting a business around the new revolution. As the first 20-30 years of a revolution play themselves out, there grows a strong divide between those who were part of the revolution and those who were not; there is an economic, social, and regulatory mismatch between the old guard and the new revolution. After an uprising (like the populism we have seen recently) and bubble collapse (Check your crystal ball), regulatory changes typically foster a harmonious future for the technology. Following these changes, we enter the Synergy phase, where technology can fully flourish due to accommodating and clear regulation. This Synergy phase propagates outward across all countries until even the lagging adopters have started the adoption process. At this point the cycle enters into Maturity, waiting for the next big advance to start the whole process over again.
Where are we in the cycle today? We tweeted at Carlota Perez to answer this question AND SHE RESPONDED! My question to Perez was: With the recent wave of massive, transformational innovation like the public cloud providers, and the iPhone, are we still in the Age of Information? These technological waves are often 50-60 years and yet we’ve arguably been in the same age for quite a while. This wave started in 1971, exactly 50 years ago, with Intel and the creation of the microprocessor. Are we in the Frenzy phase with record amounts of investment capital, an enormous demand for early stage companies, and new financial innovations like Affirm’s debt securitizations? Or have we not gotten to the Frenzy phase yet? Is the public cloud or the iPhone the start of a new big bang and we have overlapping revolutions for the first time ever? Obviously identifying the truly breakthrough moments in technology history is way easier after the fact, so maybe we are too new to know what really is a seminal moment. Perez’s answer, though only a few words, fully provides scope to the question. Perez suggests we are still in the installation phase (Irruption and Frenzy) of the new technology and that makes a lot of sense. Sure, internet usage is incredibly high in the US (96%) but not in other large countries. China (the world’s largest country by population) has only 63% using the internet and India (the world’s second-largest country) has only 55% of its population using the internet. Ethiopia, with a population of over 100M people only has 18% using the internet. There is still a lot of runway left for the internet to bloom! In addition, only recently have people been equipped with a powerful computing device that fits in their pocket - and low-priced phones are now making their way to all parts of the world led by firms like Chinese giant Transsion. Added to the fact that we are not fully installed with this revolution, is the rise of populism, a political movement that seeks to mobilize ordinary people who feel disregarded by the elite group. Populism has reared its ugly head across many nations like the US (Donald Trump), UK (Brexit), Brazil (Bolsonaro) and many other countries. The rise of populism is fueled by the growing dichotomy between the elites who have benefitted socially and monetarily from the revolution and those who have not. In the 1890’s, anti-railroad sentiment drove the creation of the populist party. More recently, people have become angry at tech giants (Facebook, Google, Amazon, Apple, Twitter) for unfair labor practices, psychological manipulation, and monopolistic tendencies. The recent movie, the Social Dilemma, which suggests a more humane and regulatory focused approach to social media, speaks to the need for regulation of these massive companies. It is also incredibly ironic to watch a movie about how social media is manipulating its users while streaming a movie that was recommended to me on Netflix, a company that has popularized incessant binge-watching through UX manipulation, not dissimilar to Facebook and Google’s tactics. I expect these companies to get regulated soon -and I hope that once that happens, we enter into the Synergy phase of growth and value accruing to all people.

Yes, I do. I will find the time to reply to you properly. But just quickly, I think installation was prolonged by QE &casino finance; we are at the turning point (the successful rise of populism is a sign) and maybe post-Covid we'll go into synergy.
— Carlota Perez (@CarlotaPrzPerez) January 17, 2021

Business Themes

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The role of Financial Capital in Revolutions. As the new technology revolutions play themselves out, financial capital appears right alongside technology developments, ready to mold the revolution into the phases suggested by Perez. In the irruption phase, as new technology is taking hold, financial capital that had been on the sidelines waiting out the Maturity phase of the previous revolution plows into new company formation and ideas. The financial sector tries to adopt the new technology as soon as possible (we are already seeing this with Quantum computing), so it can then espouse the benefits to everyone it talks to, setting the stage for increasing financing opportunities. Eventually, demand for financing company creation goes crazy, and you enter into a Frenzy phase. During this phase, there is a discrepancy between the value of financial capital and production capital, or money used by companies to create actual products and services. Financial capital believes in unrealistic returns on investment, funding projects that don’t make any sense. Perez notes: “In relation to the canal Mania of the 1790s, disorder and lack of coordination prevailed in investment decisions. Canals were built ‘with different widths and depths and much inefficient routing.’ According to Dan Roberts at the Financial Times, in 2001 it was estimated that only 1 to 2 percent of the fiber optic cable buried under Europe and the United States had so far been turned on.” These Frenzy phases create bubbles and further ingrain regulatory mismatch and political divide. Could we be in one now with deals getting priced at 125x revenue for tiny companies? After the institutional reckoning, the Technology revolution enters the Synergy phase where production capital has really strong returns on investment - the path of technology is somewhat known and real gains are to be made by continuing investment (especially at more reasonable asset prices). Production capital continues to go to good use until the technology revolution fully plays itself out, entering into the Maturity phase.
Casino Finance and Prolonging Bubbles. One point that Perez makes in her tweet, is that this current bubble has been prolonged by QE and casino finance. Quantitative easing is a monetary policy where the federal reserve (US’s central bank) buys government bonds issued by the treasury department to inject money into the financial ecosystem. This money at the federal reserve can purchase bank loans and assets, offering more liquidity to the financial system. This process is used to create low-interest rates, which push individuals and corporations to invest their money because the rate of interest on savings accounts is really really low. Following the financial crisis and more recently COVID-19, the Federal Reserve lowered interest rates and started quantitative easing to help the hurting economy. In Perez’s view, these actions have prolonged the Irruption and Frenzy phases because it forces more money into investment opportunities. On top of quantitative easing, governments have allowed so-called Casino Capitalism - allowing free-market ideals to shape governmental policies (like Reagan’s economic plan). Uninterrupted free markets are in theory economically efficient but can give rise to bad actors - like Enron’s manipulation of California’s energy markets after deregulation. By engaging in continual quantitative easing and deregulation, speculative markets, like collateralized loan obligations during the financial crisis, are allowed to grow. This creates a risk-taking environment that can only end in a frenzy and bubble.
Synergy Phase and Productive Capital Allocation. Capital allocation has been called the most important part of being a great investor and business leader. Think about being the CEO of Coca Cola for a second - you have thousands of competing projects, vying for budget - how do you determine which ones get the most money? In the investing world, capital allocation is measured by conviction. As George Soros’s famous quote goes: “It's not whether you're right or wrong, but how much money you make when you're right and how much you lose when you're wrong.” Clayton Christensen took the ideas of capital allocation and compared them to life investments, coming to the conclusion: “Investments in relationships with friends and family need to be made long, long before you’ll see any sign that they are paying off. If you defer investing your time and energy until you see that you need to, chances are it will already be too late.” Capital and time allocation are underappreciated concepts because they often seem abstract to the everyday humdrum of life. It is interesting to think about capital allocation within Perez’s long-term framework. The obvious approach would be to identify the stage (Irruption, Frenzy, Synergy, Maturity) and make the appropriate time/money decisions - deploy capital into the Irruption phase, pull money out at the height of the Frenzy, buy as many companies as possible at the crash/turning point, hold through most of the Synergy, and sell at Maturity to identify the next Irruption phase. Although that would be fruitful, identifying market bottoms and tops is a fool’s errand. However, according to Perez, the best returns on capital investment typically happen during the Synergy phase, where production capital (money employed by firms through investment in R&D) reigns supreme. During this time, the revolutionary applications of recently frenzied technology finally start to bear fruit. They are typically poised to succeed by an accommodating regulatory and social environment. Unsurprisingly, after the diabolic grifting financiers of the frenzy phase are exposed (see Worldcom, Great Financial Crisis, and Theranos), social pressures on regulators typically force an agreement to fix the loopholes that allowed these manipulators to take advantage of the system. After Enron, the Sarbanes-Oxley act increased disclosure requirements and oversight of auditors. After the GFC, the Dodd-Frank act mandated bank stress tests and introduced financial stability oversight. With the problems of the frenzy phase "fixed” for the time being, the social attitude toward innovation turns positive once again and the returns to production capital start to outweigh financial capital which is now reigned in under the new rules. Suffice to say, we are probably in the Frenzy phase in the technology world, with a dearth of venture opportunities, creating a massive valuation increase for early-stage companies. This will change eventually and as Warren Buffett says: “It’s only when the tide goes out that you learn who’s been swimming naked.” When the bubble does burst, regulation of big technology companies will usher in the best returns period for investors and companies alike.

Dig Deeper

August 2020 - Venture Deals by Brad Feld and Jason Mendelson

This month we checked out an excellent book for founders, investors, and those interested in private company financings. The book hits on a lot of the key business and legal terms that aren’t discussed in typical startup books, making it useful no matter what stage of the entrepreneurial journey you are on.

Tech Themes

The Rise of Founder Friendly VC. Writing on his blog, Feld Thoughts, which was the original genesis for Venture Deals, Brad Feld mentioned that: “From 2010 forward, the entire VC market shifted into a mode that many describe as ‘founder friendly.’ Investor reputation mattered at both the angel and VC level.” In the 80’s and 90’s, because there was so little competition among venture capital firms, it was common for firms to dictate terms to company founders. The VC firms were the ones with the cash, and the founders didn’t have many options to choose from. If you wanted to build a big, profitable, public company, the only way to get there was by taking venture capital money. This trend started to unwind during the internet bubble, when founders started to maintain more and more of their businesses before the IPO. In fact, as this Harvard Business Review article points out, it was actually common to fire the founder/CEO prior to a public offering in favor of more seasoned leaders. This trend was bucked by Netscape, which eschewed traditional wisdom, going public less than a year from founding, with an unprofitable business. The Netscape IPO was clearly a royal coming-together of technology history. Tracing it all the way back - George Winthrop Fairchild started IBM in 1911; in the late 50’s, Arthur Rock convinced Fairchild’s son, Sherman to fund the traitorous eight (eight employees who left competitor Shockley Semiconductor) to start Fairchild Semiconductor; Eugene Kleiner (one of the traitorous eight) starts Kleiner Perkins, a venture capital firm that eventually invested in Netscape. Kleiner Perkins would also invest in Google (frequently regarded as one of the best and riskiest startup investments ever). Google was the first internet company to go public with a dual-class share structure where the founders would own a disproportionate amount of the voting rights of the company. Marc Andreessen, the founder of Netscape, loved this idea and eventually launched his own venture capital firm called Andreessen Horowitz, which ushered in a new generation of founder-friendly investing. At one point Andreessen was even quoted saying: “It is unsafe to go public today without a dual-class share structure.” Some notable companies with dual class shares include several Andreessen companies such as Facebook, Zynga, Box, and Lyft. Recently some have questioned whether founder friendly terms have pushed too far with some major flameouts from companies with the structure including Theranos, WeWork, and Uber.
How to Raise Money. Feld has several recommendations for fundraising that are important including having a target round size, demo, financial projections, and VC syndicate. Feld contends that CEOs who offer a range of varying round sizes to VC’s don’t really understand their business goals and use of proceeds. By having a concrete round size it shows that the CEO understands roughly how much money it will take to get to the next milestone or said another way, it shows the CEO understands the runway (in months) needed to build that new product or feature. It shows command of the financing and vision of the business. Feld encourages founders to provide a demo, because: “while never required, many investors respond to things we can play with, so even if you are an early stage company, a prototype or demo is desirable.” Beyond the explicit point here, the demo shows confidence in the product and at least some ability to sell, which is obviously a key aspect in eventually scaling the business. Another aspect of scaling the business is the financial model, but as Feld states, “the only thing that can be known about a pre-revenue company’s financial projections is that they are wrong.” While the numbers are meaningless for really early stage companies, for those that have a few customers it can be helpful to get a sense of long-term gross margins and aspects of the company you hope to invest in and / or change over time. Lastly, Feld gives advice for building a VC syndicate, or group of VC investors. Frequently lead investors will commit a certain dollar amount of the round, and it will be up to the founder/CEO to go find a way to build out the round. This can be incredibly challenging as detailed by Moz founder, Rand Fishkin, who thought he had a deal in hand only to see it be taken away. There are multiple bids in the VC fundraising process, one called an indication of interest, which is non-binding and normally provides a range on valuation, one called a letter of intent, which is slightly more detailed and may include legal terms of the deal such as board representation, liquidation preference, and governance terms, and then final legal documentation. A lot of time, the early bids can be withdrawn based off of poor market feedback or when a company misses its financial projections (like Moz did in its process). Understanding the process and the materials needed to complete the deal is helpful at setting expectations for founders.
Warrants, SPACs, and IPOs. With SPACMania in full-swing, we wanted to dive into SPACs and see how they work. We’ve discussed SPACs before, with regards to Chamath’s Social Capital merger with Virgin Galactic. But how do traditional SPAC financings work and why is there a rush of famous people, such as LinkedIn founder Reid Hoffman, to raise them? A SPAC or Specialty Purpose Acquisition Company is a blank-check company which goes public with the goal of acquiring a business, thereby taking it public. SPACs can be focused on industry or size of company and they are most frequently led by operational leaders and / or private equity firms. The reason SPACs have been gaining in popularity is that public markets investors are seeking more risk and a few high profile SPAC deals, namely DraftKings and Nikola, have traded better than expected. Most companies that are going public today are older, more mature businesses, and the public markets have been generally favorable to somewhat suspect ventures (Nikola is an electric truck company that has never produced a single truck, but is worth $14B on hype alone). VC firms and companies see the ability to get outsized returns on their investments because so many people are clamoring to find returns above the basically 0% offered by treasury bonds. The S&P 500 P/E ratio is now at around 26x compared to a historical average around 16x, meaning the market seems to be overvalued compared to prior times. SPACs typically come with an odd structure. A unit in a SPAC normally consists of one common share of stock and one warrant, which is the ability to purchase shares for $0.01 after a SPAC merges with its target company. The founders of the SPAC also receive founder shares, normally 20% of the business. Once the target is found, SPACs will often coordinate a PIPE (Private Investment in Public Equity), where a large private investor will invest mainly primary (cash to the balance sheet) capital into the business. This has emerged as a hip, new alternative to traditional IPOs, keeping with the theme of innovation in public offerings like direct listings, however, its unclear that this really benefits the company going public. Often the merged companies are the subject of substantial dilution by the SPAC sponsors and PIPE investors, lowering the overall equity piece management maintains. However, given the somewhat high valuations companies are receiving in the public markets (Zoom at 80x+ LTM Revenue, Shopify at 59x LTM Revenue), it may be worth the dilution.

Business Themes

How VC’s Make Money. In VC, the typical fund structure includes a general partnership (GP) and limited partners (LPs). The GP is the investors at the VC firm and the limited partners are the institutional investors that provide the money for the VC firm to invest. A typical structure involves the GP investing 1% of their own money (99% comes from LPs) and then getting paid an annual 2% management fee as well as 20% carried interest, or the profit made from investments. Using the example from the book: “Start with the $100 million fund. Assume that it's a successful fund and returns 3× the capital, or $300 million. In this case, the first $100 million goes back to the LPs, and the remaining profit, or $200 million, is split 80 percent to the LPs and 20 percent to the GPs. The VC firm gets $40 million in carried interest and the LPs get the remaining $160 million. And yes, in this case everyone is very happy.” Understanding how investors make money can help the entrepreneur better understand why VC’s pressure companies. As Feld points out, sometimes VC’s are trying to raise a new fund or have invested the majority of the fund already and thus do not care as much about some investments.
Growth at all costs. There has been a concerted focus in VC on the get big quick motto. Nobody better exemplifies this than Masayoshi Son and the $100B VC his firm Softbank raised a few years ago. With notable big bets on current losers like WeWork and Oyo, which are struggling during this pandemic, its unclear whether this motto remains true. Eric Paley, a Managing Partner at Founder Collective, expertly quantifies the potential downsides of a risk-it-all strategy: “Investors today have overstuffed venture funds, and lots of capital is sloshing around the startup ecosystem. As a result, young startups with strong teams, compelling products and limited traction can find themselves with tens of millions of dollars, but without much real validation of their businesses. We see venture investors eagerly investing $20 million into a promising company, valuing it at $100 million, even if the startup only has a few million in net revenue. Now the investors and the founders have to make a decision — what should determine the speed at which this hypothetical company, let’s call it “Fuego,” invests its treasure chest of money in the amazing opportunity that motivated the investors? The investors’ goal over the next roughly 24 months is for the company to become worth at least three times the post-money valuation — so $300 million would be the new target pre-money valuation for Fuego’s next financing. Imagine being a company with only a few million in sales, with a success hurdle for your next round of $300 million pre-money. Whether the startup’s model is working or not, the mantra becomes ‘go big or go home.’” This issue is key when negotiating term sheets with investors and understanding board dynamics. As Feld calls out: “The voting control issues in the early stage deals are only amplified as you wrestle with how to keep control of your board when each lead investor per round wants a board seat. Either you can increase your board size to seven, nine, or more people (which usually effectively kills a well-functioning board), or more likely the board will be dominated by investors.” As an entrepreneur, you need to be cognizant of the pressure VC firms will put on founders to grow at high rates, and this pressure is frequently applied by a board. Often late stage startups have 10 people+ on their board. UiPath, a private venture-backed startup that has raised over $1B and is valued at $10B, has 12 people on its board. With all of the different firms having their own goals, boards can become ineffective. Whenever startups are considering fundraising, it’s important to realize the person you are raising from will be an ongoing member of the company and voice on the board and will most likely push for growth.
Liquidation Preference. One of the least talked about terms in venture capital among startup circles is liquidation preference. Feld describes liquidation preference as: “a certain multiple of the original investment per share is returned to the investor before the common stock receives any consideration.” Startup culture has tended to view fundraises as stamps of approval and success, but thats not always the case. As the book discusses, preference can lead to very negative outcomes for founders and employes. For example, let’s say a company at $10M in revenue raises $100 million with a 1x liquidation preference at a $400 million pre-money valuation ($500M post money). The company is pressured by its VCs to grow quickly but it has issues with product market fit and go to market; five years go by and the company is at $15M in revenue. At this point the VCs are not interested in funding any more, and the board decides to try to sell the company. A buyer offers $80 million and the board accepts it. At this point, all $80M has to go back to the original investors who had the 1x liquidation preference. All of the common stockholders and the founders, get nothing. Its not the desired outcome by any means, but its important to know. Some companies have not heeded this advice and continued to raise at massive valuations including Notion which has raised $10M at a $800 million valuation, despite being rumored to be around $15M in revenue. The company raised at a $1.6B valuation (an obvious 2x) after being rumored to be at $30M in revenue. While not taking dilution is nice as a founder, it also sets up a massive hurdle for the company and seriously cramps returns. A 3x return (which is low for VC investors) means selling the company for $4.8B, which is no small feat.

Dig Deeper

June 2020 - Bad Blood by John Carreyrou

This month we review John Carreyrou’s chilling story of the epic meltdown of a company, Theranos. We explore bad decision making, the limits of technology and the importance of strong corporate governance. The saddest thing and the reason Bad Blood hits so hard is that Theranos was a startup that seemed to have everything: a breakthrough blood analyzer, tons of funding, excellent board representation, and a smart, visionary female CEO. But underneath, it was a twisted cult of distrust with an evil leader.

Tech Themes

The limits of technology. Sometimes technology sounds too good to be true. Theranos’ Edison and miniLab blood analyzers were supposed to tell you everything you could ever want to know about your blood. But they didn’t work and never had a shot to work. Stanford professor Phyllis Gardener even told Elizabeth Holmes (Theranos’ founder/CEO) early-on that an early patch-like design of the product would never work: “[Holmes] just kind of blinked and nodded and left. It was just a 19-year-old talking who’d taken one course in microfluidics, and she thought she was gonna make something of it.” It was debunked by almost every scientist as wild fantasy even prior to its commercial use and subsequent fall from grace. There is something so human about wanting to believe there are no limits to technology. In today’s day of fake technology marketing, it’s easy for messaging to slowly take over a company if left unchecked. Think about Snap’s famous declaration, “Snap Inc. is a camera company.” or Dropbox’s S-1 mission statement: “Unleash the world’s creative energy by designing a more enlightened way of working.” These statements ignore what these businesses fundamentally do - advertising and storage. Sometimes there are massive leaps forward, like the transistor, networked computing, and the internet, but even these took many many years to push to fruition. When humans hear a compelling pitch, it is natural to want to remove those limits of technology because the result is so astounding, but we have to remain skeptical or risk another Theranos.
The reality distortion field. Elizabeth Holmes was obsessed with Steve Jobs. Mired in this deep fixation, she also managed to subscribe to one of Jobs’ interesting habits: the reality-distortion field. While we’ve discussed the reality distortion field before in relation to Jobs, Holmes seemed to take it to a new level. Jobs would demand something incredible be done and a lot of times his amazing team could come up with the solution. Holmes also believed this but failed to consider two things: fundamental biology and her team. Biology, at its core, is just not as flexible as the hardware and software that Apple was building. Jobs demanded an excellent product, Holmes demanded a biological impossibility. Beyond searching to enable a biological impossibility, which to be frank, can pop up after years of research (see CRISPR), Holmes operated the Theranos cult as a dictator, ruthlessly seeking out dissenters and punishing or firing them. While Jobs challenged his team repeatedly while being a huge asshole, the team, for the most part, stayed in tact (Phil Schiller, Tony Fadell, Jony Ive, Scott Forstall, and Eddy Cue). There were certainly those who got fired or left, but Holmes active rooting out of non-believers severely limited the chances of success at the company. The additional levels of secrecy were even extreme for a stealth technology startup. Startup founders need to drink the kool-aid sometimes, it comes with being visionary, but getting so drunk on power and image can only lead to personal and business demise as was the case with Theranos.
When startups turn bad. Tons of startups fail, but only a few turn truly malicious. Theranos was one of those few. The company tested people’s blood and gave individuals fake, untested medical results, including indicators of cancer diagnoses! Even when reviewing other major business failures and frauds - Jeff Skilling at Enron and Bernie Madoff’s Ponzi Scheme - nothing compares to Theranos. While it could be argued that Enron and Madoff’s schemes did more and broader financial hurt to society, at least they were never physically endangering individuals. The only comparisons that may be warranted are Boeing and the Fyre Festival. The brainchild of famous clown, Billy McFarland, the Fyrefest certainly endangered people by marooning them on an island with little food. Furthermore, Boeing’s incredibly incoherent internal review process which knowingly led to the production of a faulty airline software system, also endangered people - including two flights that crashed because of its system. Did Elizabeth Holmes set out to build a dangerous device, knowingly defraud investors, and endanger the public? Probably not. It was one decision after another. It was firing CFO Henry Mosley who called out fake projections; it was hiring Boies Schiller to pressure former employees; it was enlisting Sunny Balwani to “run” the company. It was what Clayton Christensen calls marginal thinking - the idea that the incremental bad decision or the incremental costs of doing something frequently outweigh the full costs of doing something. The incremental cost of firing the CFO who wouldn’t make fake numbers was simply easier than facing the difficult reality that the product sucked, and they had pushed through too much investor money to start again. When things turn bad, at startups or other businesses, a trail of marginal decision making can normally be found.

Business Themes

The Pressure to Succeed. Stress seems to be a part of business, but the pressure can sometimes get too big to handle. Public companies, in particular, face growth targets from wall street analysts and investors. One earnings miss or even a more modest beat than expected can completely derail a stock (See pluralsight and alteryx graphs to the right). Public company CEOs and CFOs can be fired or have compensation withheld for poor stock performance. So when a young hot biotechnology startup wanted to launch a partnership with Walgreens, Dr. J and the Walgreens team were more than ready to fast track the potential partnership. Despite not being allowed to use the bathroom, see the lab or see a partial demo of the product, Walgreens pushed through a deal so that longtime competitor, CVS, wouldn’t get the deal. As then head of the Theranos/Walgreens pilot said, "We can’t not pursue this. We can’t risk a scenario where CVS has a deal with them in six months and it ends up being real.” When the partnership was announced, even the press release sounded oddly formulaic: “Theranos’ proprietary laboratory infrastructure minimizes human error through extensive automation to produce high quality results.” There was no demo. There was no product. There was only pressure at Walgreens to beat CVS and pressure at Theranos to make something from a fake device.
The Importance of Corporate Governance. Corporate Governance has historically rarely been discussed outside of academic settings but has come into sharper focus over the past few years. Some have recently tried to bring some of the prominent corporate governance issues such as member compensation and option grants for executives to the forefront. Warren Buffet even commented on boards in his 2019 annual shareholder letter: “Director compensation has now soared to a level that inevitably makes pay a subconscious factor affecting the behavior of many non-wealthy members. Think, for a moment, of the director earning $250,000-300,000 for board meetings consuming a pleasant couple of days six or so times a year. And job security now? It’s fabulous. Board members may get politely ignored, but they seldom get fired. Instead, generous age limits – usually 70 or higher – act as the standard method for the genteel ejection of directors.” Boards are meant to help guide the company through strategic challenges, ensure the business is focused on the right things, and evaluate the CEO. Theranos’ Board of Directors was a laughable hodgepodge of old white men: George P. Shultz (former U.S. Secretary of State), William Perry (former U.S. Secretary of Defense), Henry Kissinger (former U.S. Secretary of State), Sam Nunn (former U.S. Senator), Bill Frist (former U.S. Senator and heart-transplant surgeon), Gary Roughead (Admiral, USN, retired), James Mattis (General, USMC), Richard Kovacevich (former Wells Fargo Chairman and CEO), and Riley Bechtel. The average age of the directors in 2012 was ~72 years old and few of these men could offer real strategic guidance in pursuing novel biotechnology. On top of that, as Carreyrou points out, “In December 2013, [Holmes] forced through a resolution that assigned one hundred votes to every share she owned, giving her 99.7% of the voting rights.” George Shultz even said later in a deposition, “We never took any votes at Theranos. It was pointless. Elizabeth was going to decide whatever she decided.” The episode brings more clarity to those CEOs and companies who hide behind their Board of Directors, who promise governance for investors, but rarely deliver on anything beyond pandering to the CEO’s whims. In another ludicrous comparison, Apple and Steve Jobs specifically have also been accused of shoddy corporate governance. In 2007, Apple famously backdated Jobs options, allowing him to make an instant profit, and did not even bother to report that it had issued the options. The best companies are not immune, and investors and employees should be aware of the qualifications and monetary interests of a company’s board members.
Search and Destroy. Only the Paranoid Survive, right? Wrong. There is such thing as too much paranoia. When you combine that paranoia with a manipulative persona, you get Elizabeth Holmes. It’s hard to believe that any startup or founder would need the level of security and secrecy that dominated the culture at Theranos. The list of weird security and legal gray areas include: personal security for Holmes, laboratory developed tests (instead of FDA approved tests), copious and vigorously enforced NDAs, siloed teams with no communication, and false representation in the media. Organizations are often secret and many startups operate in stealth to not give away details to competitors. Some larger companies launch new divisions in separate locations from their office, like Amazon a9. The Company hired private investigators (through its powerful law firm Boies Schiller) to threaten and track former employees including Erika Chung and Tyler Schulz. Tyler Schulz, grandson of board member George Schulz, was one of the key informants to author John Carreyrou. After he accused Elizabeth and Sunny of lying and potentially harming patients, he resigned and tried to convince his grandfather that it was all a sham. His grandfather agreed to speak with him one-on-one and at the end of the conversation surprised Tyler with two attorneys from Boies Schiller who almost forced Tyler to sign a confidentiality agreement. Tyler refused, which eventually led to the publication of Carreyrou’s first article. As early board member Avie Tevanian put it, “I had seen so many things that were bad go on. I would never expect anyone would behave the way that she behaved as a CEO. And believe me, I worked for Steve Jobs. I saw some crazy things. But Elizabeth took it to a new level.” Again, sadly, while Theranos may be the pinnacle of secrecy, paranoia and threatening behavior, eBay recently fired six employees for threatening online reviewers. On top of sending live spiders to the reviewers’ household, eBay team members would knock on their doors day or night, to scare the reviewers. How could these employees think this was ok? How could Elizabeth partake in this threatening and manipulative behavior? As Organizational Behavior professor Roderick Kramer reminds us: “‘Reality’ is not a fixed entity but rather a tissue of facts, impressions, and interpretations that can be manipulated and perverted by clever and devious businesses and governments.” Theranos’ fake Edison tests are reminiscent of Enron’s fake trading floor, where 70 low level employees once pretended to be busy to impress wall street analysts. Paranoia and secrecy are powerful weapons when left unchecked, and clearly Theranos' wielded those weapons to the fullest extent.