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Selling vs. Selling Out

The author warns that selling a company or organization should not mean selling out, as social missions will prove to contribute to long-term success.

The real question is not whether social investing will become real, or whether it will become a more important asset class. Social investment is growing, and its growth is in line with societal trends that are both on the rise in their acceptance and in line with the realities of limited environmental resources and economic transformation.

Based on the trends I’m seeing, I’m declaring the question settled. Yes, social venture capital is both a valid emerging asset class and in the forefront in its ability to deliver scalable social impact at low cost and provide an actual financial return that helps support the mission and the enterprise.

So the only question remaining is how are you going to manage exits? Nobody wants to end up like Ben and Jerry’s, where soon after a multinational acquired it, key facets of its social mission were cut from the company. What kind of social mission was lost? The ethical rule that Chunky Monkey would never have bovine growth hormone was kept under the Unilever regime; it was a value that consumers bought every time they bought a pint and was on the label.

What was gone? Hidden charitable subsidization of a social mission through non-profit partner ice cream shops. At those shops, 40 percent of the workforce was composed of at-risk youth who learned from social workers and job supervisors how to have a bank account and to complete a high school equivalency exam.

Exit is what matters now. The question is no longer can you build the second generation of socially responsible business, enterprises that bake their social mission into their business operations. The question is not even can those businesses make enough money to pay off investors. The question is, can the social mission survive the exit of the founders and the sale to new owners? Can it do so while still rewarding the people and the investors who took the risk to build a big business that delivers scalable social impact along with profit?

Judy Wick of White Dog Café has recently sold her iconic Pittsburgh restaurant but retained the rights to the brand and the ability to swoop back in to take over if she feels the mission is being compromised.

While there’s a lot to like in that approach, we at Good Capital have come up with something with our portfolio company Better World Books (BWB) that has a lot to commend it. We have created a new social impact model which carves out a 5 percent ownership stake for the company’s key literacy partners and grants stock options based upon the non profits’ ability to hit their stated literacy targets and increase the volume and quality of books collected in book drives that provide BWB with its inventory. Here’s a slide presentation on the details

What does this mean? Literacy groups like Room to Read, Books for Africa, and the National Council on Family Literacy, whose mission is to teach people to read, are earning stock options in a venture-backed startup. Those options will, if we do well together, be worth more money when, in a few years, BWB is at, say, $100 million in annual revenues.  (BWB will be at $30 million this June if things stay on their current track, up from $18 million when we invested last April.)

All the stockholders have to be satisfied if BWB sells. That means Books for Africa’s interests will have to represented at the table when the company negotiates with a buyer, if that should happen, say, five years from now. Unlike Ben and Jerry’s, where the private philanthropy of the owners was stripped away after the sale to the multinational, we will have set a price on a non profit’s meeting its literacy goals. That price will be equated with shares in BWB that have a financial value.

The mission can’t really go away in this company after a sale. If BWB ever does sell to a larger company, the mission has been baked in, and the social return will be directly convertible to a financial investment. We have aligned the interests of the social mission and the financial mission in a way that has rarely been done before, perhaps never in the context of a private, for-profit company.

How this will exactly play out will be determined by a mix of market conditions, BWB’s ability to execute as a fast growing business, and the ecosystem of goodwill, partners, and advisors it continues to accumulate around itself. But in this deal at least, selling should not result in selling out. The non-profits and the social mission are going to be counted in a way they’ve never been counted before.


imageKevin Jones is a cofounding principal of Good Capital, an investment firm that accelerates the flow of capital to enterprises that use market forces to create large-scale social change. Jones is a successful serial entrepreneur, angel investor, and cofounder of Social Capital Markets, the groundbreaking conference on social venture investing.

 

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COMMENTS

  • Hi Ken,

    Interesting article and good point about managing exits so that the good works a company started continues.  I work for a new company called Better The World and we recently launched our website http://www.bettertheworld.com - it’s a site that provides internet users everywhere with a cost-free way to raise money for the charity of their choice simply by surfing the web. The founders were very concerned about this issue of “Selling vs. Selling Out” so Better The World became the first certified B Corporation in Canada (there are over 170 in the U.S.).  Basically this means that the values of the founders of the company are embedded into the “corporate governing documents so they can survive new investors, new management and even new ownership” (from http://www.bcorporation.net/about).

    So, if the owners ever decide to sell they won’t be “Selling Out”!

    Kristen
    P.S.  Thanks for letting me know about Better World Books - I will be using that site from now on!

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