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Article fom GigaOm.

In today’s crowded world of e-commerce, it’s not easy to make a name for yourself. New niche sites pop up constantly, while big players such as Amazon are work to undercut the growing competition by spreading into new territories and offering low prices and lots of perks. Meanwhile, the brick-and-mortar retail giants game such as Walmart are getting savvy to e-commerceand investing more and more in building strong online operations.

That’s why it’s particularly impressive that Wayfair, a relatively little known e-commerce company that deals in home furnishings and decor, is set to make more than $500 million in top-line sales for 2011. I talked recently with Wayfair’s CEO Niraj Shah to get details on how the company quietly built a half-billion-dollar-per-year business, and where it plans to go from here.

Start small and widespread, consolidate later

Wayfair as it stands today was founded by Shah and his business partner Steve Conine nine years ago as CSN Stores. At its inception in August 2002, CSN operated a single website, racksandstands.com, which sold storage and home entertainment furniture. Gradually CSN expanded its holdings to include number of individual sites that sold other kinds of home and lifestyle goods, with domain names such as strollers.com and cookware.com. By 2010, CSN had slowly but surely grown to more than 600 employees, and its family of more than 200 websites was bringing in $380 million in annual sales. All this time, CSN had not taken a dime of institutional capital.

It wasn’t until 2011 that Shah and Conine decided to consolidate CSN’s operations under one brand name of Wayfair and take the business to the next level by raising outside funding. In June 2011 Spark Capital, Battery Ventures, Great Hill Partners and HarbourVest Partners pitched into a $165 million funding round. Wayfair now operates under three brands: Wayfair.com, which sells a variety of mid-range home goods; AllModern, which sells higher-end brands such as Alessi and Herman Miller; and Joss & Main, a flash sales site for designer home goods.

Beating out brick and mortar

The consolidation and rebranding is serving Wayfair well. The company now has nearly 1000 staff and a catalog of more than 4.5 million items from 5000 brands. Now it’s closing out its best year ever, with 2011 holiday season sales 30 percent higher than they were in 2010. Cyber Monday 2011 was the best single day of sales in the history of CSN/Wayfair, with an average order size of $143 per customer.

So what’s next? According to Shah, the company is looking at some pretty big players as its competition. And the most pressing competitors are more traditional physical retailers, not other online companies. “We were really focused on online competitors when we started, but over time as we’ve grown we’ve found that our competitors really include Walmart, Target, and folks like that,” Shah said. “We tend to win if someone is looking at our site along with another site. But if people just go directly to a brand they already recognize, like Target, then we may not get the chance to win that business.” That’s exactly why Wayfair has decided to focus on building up its own brand recognition right now, Shah says:

“Right now the home market is a little over half a trillion dollars in the United States, but only about 5 to 6 percent of that is online, and it’s a highly fragmented market within that. That’s all starting to really come online, so we want Wayfair to emerge as a household name. We want to seize the opportunity to be the go-to brand for home decor online.”

The road to an IPO

Ultimately, Shah says that Wayfair plans to return its shareholders’ $165 million investment with an eventual initial public offering. But he also noted that Wayfair’s investors are quite patient, especially seeing that the company was operating with comfortable profits well before outside money was brought in.

“In general for tech companies it seems to be a good time in the market to go public. But part of why we never took investment capital early on is that we didn’t want any time pressure regarding an exit,” Shah said. “If your business is going well you still try to time an IPO well, but it’s not like you’re going to miss a ‘window.’ We could see being publicly traded in five years’ time, but it’s not a big priority now.” In the near-term, he says, Wayfair’s focus is on international expansion and boosting its brand worldwide.

To me, it seems likely that Wayfair could become an attractive acquisition target for Amazon as it proceeds toward an IPO — Amazon has been known to snap up niche competitors with big price tags before, such as its $540 million acquisition of Diapers.com owner Quidsi. Whatever happens, Wayfair will certainly be a company to watch in the months ahead.

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Outlined below are Intellectual Property and Trade Secrets assets from Cortical Pty. Ltd.  The IP and Trade Secrets were developed by Cortical, a biotechnology company that is focused on the development of inhibitors of MIF (macrophage migration inhibitory factor) for the treatment of inflammation and other diseases.

Professor Eric Morand, MD, PhD – Scientific Co-Founder and Chief Scientific Officer is the primary scientist behind the developments and will be available on a consulting basis to an acquiring company.  Eric is a Professor of Medicine at the Monash University Centre for Inflammatory Diseases at Monash MedicalCentre, Melbourne. Eric’s laboratory first identified the role of MIF in rheumatoid arthritis and SLE. He is an acknowledged expert in research on MIF research and glucocorticoid-regulated proteins, and is an author of over 100 papers in peer-reviewed journals in the area of inflammatory diseases. His academic research group has won grants from the NIH, National Health and Medical Research Council Australia, Royal Australasian College of Physicians, and Arthritis Foundation of Australia. He is also the Deputy Director, Rheumatology Unit, Monash Medical Centre, Melbourne, Australia and heads the Monash Lupus Clinic.

The objective of this correspondence is to qualify and determine any potential interest in one of your portfolio companies platforming this opportunity.  If there is interest, Gerbsman Partners will forward additional information and upon receiving a CDA will set up due diligence with Professor Morand and Cortical.

The sale process for any interested party is outlined below and Cortical will entertain Cash and Stock as potential consideration for the Intellectual Property and Trade Secrets.

Please call Steven R. Gerbsman at 415 505 4991 or email steve@gerbsmanpartners.com for additional information.

Steven R. Gerbsman
Principal
Gerbsman Partners
Phone: 415.456.0628, 703.823.1855
Fax: 415.459.2278
Cell: 415.505.4991
steve@gerbsmanpartners.com
thegerbs@pacbell.net

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SALE OF CORTICAL PTY LTD

Gerbsman Partners (www.gerbsmanpartners.com <http://www.gerbsmanpartners.com&gt; ) has been retained by Cortical Pty. Ltd. (www.cortical.com.au <http://www.cortical.com.au&gt; ) to solicit interest for the acquisition of all, or substantially all of, Cortical’s assets.

Headquartered in Melbourne, Australia, Cortical is a discovery-phase, biotechnology company that is focused on the development of inhibitors of MIF (macrophage migration inhibitory factor) for the treatment of inflammation and other diseases.

Cortical has recently overcome a major roadblock in MIF research, resulting in a cellular assay platform that has enabled fast compound ranking, SAR and screening.  Cortical has developed a library of proprietary MIF inhibitors, including a primary scaffold currently in lead optimization.

To date, Cortical has raised more than $5 million in three rounds of venture capital financing, lead by GBS Ventures (Melbourne, Australia).  In addition, Cortical has benefited from more than $1 million in government assisted grants.

IMPORTANT LEGAL NOTICE:

The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to Cortical’s Assets (as defined herein) has been supplied by Cortical.  It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, andcompleteness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of Cortical’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Cortical Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed orimplied, of any kind, nature, or type whatsoever from, or on behalf of Cortical and Gerbsman Partners. Without limiting the generality of the foregoing, Cortical and Gerbsman Partners and their respective staff, agents, and attorneys,  hereby expressly disclaim any and all implied warranties concerning the condition of the Cortical Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. Thismemorandum and the information contained herein are subject to the Confidential Disclosure Agreement attached hereto as Appendix B.

Company Profile

Cortical is a discovery-phase, Australian biotechnology company developing small-molecule inhibitors of MIF for the treatment of inflammation and other diseases.

Macrophage Migration Inhibitory Factor (MIF) is a differentiated disease target:
·     MIF is a unique pro-inflammatory protein.
·     The MIF knock-out mouse has a normal phenotype, except in disease models.
·     MIF plays a pivotal role in immune-inflammatory diseases, atherosclerosis, metabolic disease and cancer.

Cortical has recently overcome a major roadblock in MIF research, resulting in a cellular assay platform that has enabled fast compound ranking, SAR and screening.  Cortical has developed a library of proprietary MIF inhibitors, including a primary scaffold currently in lead optimization.

To date, Cortical has raised more than $5 million in three rounds of venture capital financing, lead by GBS Ventures (Melbourne, Australia).  In addition, Cortical has benefited from more than $1 million in government assisted grants.

Cortical’s program is lead by Prof Eric Morand who is both a highly respected thought leader in this field and a practicing Rheumatologist.  Dr Morand has published widely; including seminal MIF research and technical reviews: Morand et al., MIF: a new cytokine link between rheumatoid arthritis and atherosclerosis. Nature Reviews Drug Discovery 5, 399–411 (1 May 2006); see Appendix C. The technology originated at Monash University and Cortical was established to exploit its unique know-how around the inflammation target MIF.  Cortical is seeking partners with resources to fully support the MIF program, thereby maintaining its leadership position in the development of MIF-based therapies.

Cortical believes its assets are attractive for a number of reasons:

Cortical has recently overcome a major roadblock in MIF drug development, resulting in a robust cellular assay platform that has enabledCortical to advance their primary MIF inhibitor scaffold to lead optimisation.   Until recently, Cortical and other competitors in the field ranked compounds using various physical assays which were not considered a reliable predictor of in vivo activity.  Utilizing unique target know-how, Cortical has now successfully developed a robust cellular assay to enable drug development against this well validated biological target.

Cortical’s program provides the platform for MIF inhibitor development:

1.    Composition of Matter and Use claims over independent scaffolds
2.    Library of  >1000 compounds, SAR driven program
3.    Lead candidates in optimization phase
4.    Proprietary  assay methodology (TRADE SECRET) – unique in MIF space
5.    X-ray crystallography (TRADESECRET – Cortical compound-MIF co-crystals)
6.    Preclinical oral proof of concept established in several disease models
7.    Mechanistically driven clinical strategy

Impact of Technology on the Market:

Cortical’s program has targeted first-in-class oral cytokine inhibitor drugs with potential applications in inflammatory disease and cancer indications.
The inflammatory disease market is over $60 BN annually with strong recent growth expected to continue[1 – footnote) . Future growth in this sector may be driven by a new wave of targeted therapies based on orally available small molecules.
MIF is a unique cytokine-like molecule which has been validated as a therapeutic target in a wide range of inflammatory diseases (such as RA, asthma/COPD, lupus, MS, SLE colitis, atherosclerosis), metabolic diseases and cancers.

•  The inflammation market has an unmet need for oral targeted small-molecule approaches
•  Small-molecule MIF inhibition offer huge advantages to a developer:

A.  a biologically distinct target, in an uncrowded space
B.  opportunity in a wide breadth of inflammatory indications § blockbuster (e.g. RA) and niche indications (e.g. SLE)
C  oral administration – a competitive advantage compared with biologicals
D.  mechanism-based application to enable steroid sparing therapy
E.  additional roles of MIF in atherosclerosis, metabolic disease and cancer

•  Potential first-in-class line of therapeutics
§  There are no small-molecule targeted therapies currently approved in inflammation.
§  There are no known clinical-stage MIF antagonist programs worldwide.

Cortical’s Pipeline

Cortical is developing first-in-class small molecule cytokine antagonist compounds which directly target MIF.  Cortical’s novel small molecule MIF inhibitors have been discovered through a structure-based drug design approach, proprietary compound-target crystallography data, and proprietary screening assays.
Cortical molecules have good drug development characteristics such as novelty, ease of synthesis, stability, oral bioavailability, lack of off-target interactions and clean non-GLP toxicity profiles.
Cortical compounds have demonstrated preclinical proof of concept with once daily oral activity in in vivo models of rheumatoid arthritis, atheroma, endotoxic shock, delayed type hypersensitivity, and acute liver inflammation.

Pipeline

Cortical’s Intellectual Property and Trade Secret Summary

Cortical Pty Ltd has 4 active patent applications in various stages of approval, allfiled as Composition of Matter applications.  Three applications have been filed around a benzamidazole pharmacophore (Therapeutic molecules and methods 1, MIF inhibitors, and Therapeutic Small Molecules and Uses Thereof).  A fourth patent application has been filed around a bicyclic pharmacophore (Novel methods for treatment of inflammatory diseases).  This is presented in more detail in Appendix B.

In addition to patents, Cortical has developed and holds a number of trade secret data packs:

(1)  The cellular assay:
Following feedback from large pharmaceutical company partners, Cortical focused on reducing to practice a cellular assay amenable to high throughput screening, and has been successful. Other players in the field have not succeeded in solving this technical problem; literature biological assays do not reliably predict activity against the MIF target.  Physical assays such as tautomerase and biacore show binding of compounds to MIF but these have been shown to not be directly predictive of MIF in vivo activity inhibition.
Cortical has strategically elected not topatent or disclose this assay system to any parties so that this unique ability to successfully rank compounds based on in vitro cellular data remains a competitive advantage.

(2)  The crystal structures:
Cortical holds a number of high resolution proprietary compound-protein X-ray co-crystallography data-sets which demonstrate how Cortical compounds bind to MIF.  At 1.6 Å, these crystal structure data-sets further strengthen the SAR rationale.

Management

Nicole Fowler –CEO:

Nicole Fowler was appointed CEO of Cortical in October 2008.
Nicole has a BSc (Hons) from Monash University, an MBA from Melbourne Business School, with over 15 years experience in biotech. Previous roles include big pharma early discovery (SmithKline Beecham, USA), clinical trial management (Parexel, USA and ICTI, Europe) and the manufacture of generic sterile injectables and biologicals (Southern Dental Industries, Australia and Southern Cross Biotech, Australia). During the last 8 years Nicole has focused on working within young biotech companies managing the translation of academicwork into preclinical and clinical development, capital raising, and in-licensing/out-licensing of intellectual property.

Professor Eric Morand, MD, PhD – Scientific Co-Founder and Chief Scientific Officer

Eric is a Professor of Medicine at the Monash University Centre for Inflammatory Diseases at Monash MedicalCentre, Melbourne. Eric’s laboratory first identified the role of MIF in rheumatoid arthritis and SLE. He is an acknowledged expert in research on MIF research and glucocorticoid-regulated proteins, and is an author of over 100 papers in peer-reviewed journals in the area of inflammatory diseases. His academic research group has won grants from the NIH, National Health and Medical Research Council Australia, Royal Australasian College of Physicians, and Arthritis Foundation of Australia. He is also the Deputy Director, Rheumatology Unit, Monash Medical Centre, Melbourne, Australia and heads the Monash Lupus Clinic.

Board of Directors

·     Nigel Stokes, Chairman: Sydney, Australia
·     Brigitte Smith: Managing Partner, GBS Ventures – Melbourne, Australia
·     Prof Eric Morand: Founder – Melbourne Australia

The assets of Cortical will be sold in whole or in part (collectively, the ” Cortical Assets”). The sale of these assets is being conducted with the cooperation of Cortical. Cortical will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Cortical should not be contacted directly without the prior consent of Gerbsman Partners.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity toinspect and examine the Cortical Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon anywritten or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Cortical Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Wednesday, January 18, 2012 at 5:00pm Pacific Daylight Time (the “Bid Deadline”)  to Gerbsman Partners office at 211 Laruel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com <mailto:steve@gerbsmanpartners.com> with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase.  All bids must be accompanied by a refundable deposit in the amount of $100,000 (payable to Gerbsman Partners.).  The deposit should be wired to Gerbsman Partners Trust Account.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by Gerbsman Partners.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Cortical reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder andbidders may not have the opportunity to improve their bids after submission.

Cortical will require the successful bidder to close within a 7 day period. Any or all of the assets of Cortical will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Cortical Assets shall be the sole responsibility of the successful bidder and shall be paid to Cortical at the closing of each transaction.

For additional information, please see below and/or contact:

Steven R. Gerbsman
Steve@gerbsmanpartners.com
Gerbsman Partners
(415) 456-0628

Kenneth Hardesty
Ken@gerbsmanpartners.com
Gerbsman Partners
(408) 591-7528

Philip Taub
Phil@gerbsmanpartners.com
Gerbsman Partners
(917) 650-5958

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Article from Fenwick & West LLP.

Background —We analyzed the terms of venture financings for 113 companies headquartered in Silicon Valley that reported raising money in the third quarter of 2011.

Overview of Fenwick & West Results

  • Up rounds exceeded down rounds in 3Q11 70% to 15%, with 15% of rounds flat.  This was an increase from 2Q11 when up rounds exceeded down rounds 61% to 25%, with 14% of rounds flat.  Series B rounds were exceptionally strong, comprising 38% of the relevant rounds (Series A rounds aren’t included as there is no prior round for comparison purposes), and 89% of the Series B rounds were up rounds.  This was the ninth quarter in a row in which up rounds exceeded down rounds.
  • The Fenwick & West Venture Capital Barometer™ showed an average price increase of 69% in 3Q11, a slight decrease from the 71% increase registered in 2Q11.  However, we note that one internet/digital media company had a 1,500% up round, and that if such round was excluded the Barometer would have been 54%.  This was also the ninth quarter in a row in which the Barometer was positive.
  • Interpretive Comment regarding the Barometer. When interpreting the Barometer results please bear in mind that the results reflect the average price increase of companies raising money this quarter compared to their prior round of financing, which was in general 12‑18 months prior.  Given that venture capitalists (and their investors) generally look for at least a 20% IRR to justify the risk that they are taking, and that by definition we are not taking into account those companies that were unable to raise a new financing (and that likely resulted in a loss to investors), a Barometer increase in the 30-40% range should be considered normal.
  • The results by industry are set forth below.  In general internet/digital media was the clear valuation leader, followed by software, cleantech and hardware, with life science continuing to lag.
Overview of Other Industry Data
  • After 2Q11 there was reason to believe that the venture environment was improving, but the results were more mixed in 3Q11.  While the amount invested by venture capitalists in 3Q11 was healthy, the amount raised by venture capitalists was significantly off the pace set in the first half of the year.  As a result, venture capitalists are continuing to invest significantly more than they raise, an unsustainable situation (and one that perhaps provides increased opportunities for angels and corporate investors).  IPOs also decreased significantly in 3Q11, although M&A activity was up.  The internet/digital media industry continued to lead, while life science continued to lag.

    However there are some clouds on the horizon, as the Silicon Valley Venture Capital Confidence Index declined for only the second time in 11 quarters, there are reports of a number of IPOs being recently postponed and the world financial environment is undergoing substantial turbulence.

    Detailed results from third-party publications are as follows:

    • Venture Capital Investment. Venture capitalists (including corporation-affiliated venture groups) invested $8.4 billion in 765 deals in the U.S. in 3Q11, a 5% increase in dollars over the $8.0 billion invested in 776 deals reported for 2Q11 in July 2011, according to Dow Jones Venture Source (“VentureSource”).  The largest Silicon Valley investments in 3Q11 were Twitter and Bloom Energy, which were also two of the three largest nationwide.  Northern California received 38% of all U.S. venture investment in 3Q11.

      The PwC/NVCA MoneyTree™ Report based on data from Thomson Reuters (the “MoneyTree Report”) reported slightly different results – that venture capitalists invested $7.0 billion in 876 deals in 3Q11, a 7% decrease in dollars over the $7.5 billion invested in 966 deals reported in July 2011 for 2Q11.  Investments in software companies were at their highest quarterly level since 4Q01, at $2.0 billion; investments in internet companies fell to $1.6 billion after the ten year high of $2.4 billion reported in 2Q11, and life science and cleantech investments fell 18% and 13% respectively from 2Q11.

      Overall, venture capital investment in 2011 is on track to exceed the amount invested in 2010 according to both VentureSource and the MoneyTree Report.

    • Merger and Acquisition Activity. Acquisitions (including buyouts) of U.S. venture-backed companies in 3Q11 totaled $13 billion in 122 deals, a 33% increase in dollar terms from the $9.8 billion paid in 100 deals reported in July 2011 for 2Q11, according to Dow Jones.  The information and enterprise technology sectors had the most acquisitions, and the acquisition of PopCap Games by Electronic Arts for $750 million was the largest acquisition of the quarter.

      Thomson Reuters and the National Venture Capital Association (“Thomson/NVCA”) also reported an increase in M&A transactions, from 79 in 2Q11 (as reported in July 2011) to 101 in 3Q11.

    • Initial Public Offerings.  Dow Jones reported that 10 U.S. venture-backed companies went public in 3Q11, raising $0.5 billion, a significant decrease from the 14 IPOs raising $1.7 billion in 2Q11.  Perhaps of greater concern is that six of the IPOs occurred in July, with only four in the latter two months of the quarter, and half of the 10 companies went public on non-U.S. exchanges (one each on AIM, Australia and Tokyo, two on Taiwan).  By comparison, all 25 companies going public in the first half of 2011 went public on U.S. exchanges.

      Similarly, Thomson/NVCA reported that only five U.S. venture-backed companies went public in the U.S. in 3Q11 (they do not include offerings on foreign exchanges), raising $0.4 billion, a substantial decrease from the 22 IPOs raising $5.5 billion reported in 2Q11.  This was the lowest IPO level in seven quarters.  Of the five IPOs, four of the companies were based in the U.S. and one in China, and four were IT-focused and one was life science-focused.  The largest of the IPOs was China-based Tudou, raising $0.2 billion.

      At the end of 3Q11, 64 U.S. venture-backed companies were in registration to go public, an increase from 46 in registration at the end of 2Q11.

    • Venture Capital Fundraising. Dow Jones reported that U.S. venture capital funds raised $2.2 billion in 3Q11, a significant decline from the $8.1 billion raised in the first half of 2011.  2011 is on track to be the fourth year in a row in which venture capital fundraising will be less than investments made by venture capitalists, and by over $30 billion in the aggregate.

      Similarly, Thomson/NVCA reported that U.S. venture capital funds raised $1.7 billion in 3Q11, a substantial dollar decrease from the $2.7 billion reported raised by 37 funds in 2Q11.

    • Venture Capital Returns. According to the Cambridge Associates U.S. Venture Capital Index®, U.S. venture capital funds achieved a 26% return for the 12-month period ending 2Q11, less than the Nasdaq return of 31% (not including any dividends) during that period.  Note that this information is reported with a one quarter lag.
    • Sentiment. The Silicon Valley Venture Capitalist Confidence Index® produced by Professor Mark Cannice at the University of San Francisco reported that the confidence level of Silicon Valley venture capitalists was 3.41 on a 5 point scale, a decrease from the 3.66 result reported for 2Q11, and the second quarter of decrease in a row.  Venture capitalists expressed concerns due to the macro economic environment, the uncertain exit environment, high company valuations and regulatory burdens.  The divergence between the internet/digital media industry, which has performed well, and the lagging life science industry, was also noted.
    • Nasdaq. Nasdaq decreased 13% in 3Q11, but has increased 10% in 4Q11 through November 14, 2011.

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Article from BusinessInsider

“You’re walking around blind without a cane, pal. A fool and his money are lucky enough to get together in the first place.” – Gordon Gekko in “Wall Street”

A week before Groupon’s initial public offering, Henry Blodget was telling readers he wouldn’t touch it with a 50-foot pole for reasons that amounted to, “It’s an insider’s game.”

As Blodget expected, insiders were indeed the big winners. Investors who bought at the peak that opening day are now down about 20 percent since then. The only good news for investors: at least they’re not in the territory of Demand Media, which now trades about 70 percent below its first day of trading back in January.

Investing in IPOs today screams “caveat emptor.” But do we listen? The prospect of investing in something that all our friends are using seems to be as irresistible as super-sizing a fast-food meal — and can be equally bad for our (fiscal) health.

There’s also the view that if people are buying things they don’t understand, they should lose their money. It’s called capitalism, redeploying money to smarter people so it can be invested more intelligently.

Better Ways To Invest?

I agree that capitalism should not reward stupidity but we also should make it a little safer for non-insiders to invest. Why not increase transparency and let outsiders see what’s really going on in a company?

Perhaps it’s time for the equivalent of nutritional content labels on investments that outline, in plain language, just how much risk we’re taking. And maybe it’s time we also start asking if there are better ways to invest, not just for us but the health of our planet. That’s happening now with a growing trend called “impact investing,” defined as for-profit investment made to solve social and environment problems.

TonyGreenbergImg“Impact investing will need to scale to an enormous level for these solutions to be achievable,” said Eric Kessler, founder and principal at Arabella Philanthropic Investment Advisors, which advises philanthropies like Gates Foundation and Rockefeller Foundation and touches nearly $1 billion in grant and impact investment portfolios a year for. “Profitable, socially-driven businesses are the only sustainable solution. Philanthropists are awakening to that now and transforming themselves into impact investors.”

As things currently stand, it’s turned into a bit of the Wild West for investors. In an era of Occupy Wall Street and too many investing scandals, the impulse is to blame fraud or at least insiders who take liberties at the expense of the rest of us.

True, neither Groupon nor its underwriters held a gun to anyone’s head to buy a single share. Key information, from insiders taking money out to decelerating revenue growth, was thoroughly and publicly documented, as per all SEC regulations and rules.

But months before Groupon went public, breathless news stories were estimating a $25 billion valuation for the site. By the time the IPO put real numbers on those estimates, Groupon was valued at $13 billion instead, but even that seems optimistic for an unprofitable company founded three years ago.

Sky-High Valuations

Groupon is not the only example of misplaced “IPO-ptimism.” Zynga, the online game company, was reportedly seeking a $20 billion valuation. It now expects to go public with an estimated value of about $14 billion, though some seasoned analysts think $5 billion is more realistic. Facebook valuations currently range from $60 billion to $80 billion, up from $500 million just four years ago, though the social media behemoth has yet to announce when in 2012 it may actually go public.

tonygreenbergimage

Ask a venture capitalist about these sky-high valuations and their response ranges from a shrug of their shoulders to a gleam in their eye. The bottom line, though, is they don’t know what to think. This is uncharted territory, with companies only a few years old riding huge valuations to ridiculous riches, at least for a few.

“The biggest risk I see in today’s extraordinary Internet company valuations is the short length of time these companies have been in business,” said William Edward Quigley, co-founder and managing director of Clearstone Venture Partners.  “The longer a company has been operating, the more secure its competitive position in the market and the more predictable its revenues.  Predictability is a core ingredient in successful public companies.”

Quigley points to LinkedIn, which went public after a full decade of operations, with a seasoned executive team, strong internal and financial systems and a proven business model. Groupon, by contrast, has had none of those advantages.

“A pubic investor should be more cautious when investing in companies that are still figuring out their business.” Quigley says.

IPOs Hit The Skids

This brings us back to what we are investing in and whether those investments are wise. One recent report looked at the dismal performance of new companies in the IPO market. During the past 15 years, the number of young companies entering capital markets through IPOs has plummeted relative to historic patterns, hobbling job creation.

The report, “Rebuilding the IPO On-Ramp,” also had a number of recommendations, including the need “to improve the availability and flow of information for investors.”

tonygreenbergimage

Regulations have driven up costs for young companies looking to go public, the report says. At the same time, institutional investors are leery of buying stock in startups because their risk levels are much higher.

“Right now, there is very little capital available to these emerging companies,” said Wall Street investor Terren Peizer, chairman of Socius Capital Group. Peizer said more than 4,000 publicly traded companies have market capitalizations of less than $300 million each. Companies that small just aren’t attractive to choosy institutional investors.

“These companies are unable to attract capital on viable terms, if at all,” said Peizer. “Increased regulatory pressure has had the unintended consequence of choking off capital access for the small companies.”

“In today’s regulatory environment, it’s virtually impossible to violate rules … and this is something that the public really doesn’t understand. It’s impossible for a violation to go undetected.” – Bernard Madoff

All of this leads me to hope there will be a greater emphasis on impact investing, which may be help resolve these problems.

The Rockefeller Foundation started looking at these issues in 2008 when it developed a set of guidelines for “Impact Investing and Investment Standards,” or IRIS. As part of the process, the foundation developed a common reporting language for impact-related terms and metrics.

Out of IRIS came the Global Impact Investing Network Investors’ Council. GIIN was set up to identify how investor funds define, track, and report the social and environmental performance of their capital, in a way that’s transparent and credible.

In my company, which deals with similar issues of managing risk in an opaque environment, I’ve learned that it’s not about making a single right decision. Instead, it’s about hedging, diversifying, and understanding your risk vs. reward. It’s also about doing what’s right.

So much of what’s wrong with the investing picture today stems from the basic human impulses of fear and greed. People are afraid they will miss out on something big, which is the attitude that helped puff up the housing bubble. And that fear leads to greed, as people pay big bucks now, hoping to reap huge returns later.

Perhaps it’s time we put fear and greed back into the bottle and focus on how to invest for a better tomorrow that makes all of us winners.”

Read more here.

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By David L. Dotlich and Peter C. Cairo

If any of the following behaviors sound like you or someone you work with, beware! In Why CEOs Fail, David L. Dotlich and Peter C. Cairo describe the most common characteristics of derailed top executives and how you can avoid them:

  • Arrogance—you think that you’re right, and everyone else is wrong.
  • Melodrama—you need to be the center of attention
  • Volatility—you’re subject to mood swings.
  • Excessive Caution — you’re afraid to make decisions.
  • Habitual Distrust — you focus on the negatives.
  • Aloofness — you’re disengaged and disconnected.
  • Mischievousness — you believe that rules are made to be broken.
  • Eccentricity — you try to be different just for the sake of it.
  • Passive Resistance — what you say is not what you really believe.
  • Perfectionism — you get the little things right and the big things wrong.
  • Eagerness to Please — you try to win the popularity contest.

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