Mitch Kapor founded Lotus Development with Jonathan Sachs in 1982. Their spreadsheet software, Lotus 1-2-3, quickly surpassed VisiCalc to become the new industry standard. VisiCalc had been the original "killer app" for personal computers. Kapor was a VisiCalc product manager at Personal Software when he wrote VisiPlot and VisiTrend, companion products to VisiCalc. He left to found Lotus just as legal conflicts were distracting VisiCalc's developers, and the arrival of the IBM PC opened a window of opportunity for a better spreadsheet. Lotus 1-2-3 could handle larger spreadsheets and added integrated charting, plotting, and database capabilities. It became the killer app killer. Lotus went public in 1983. Kapor served as president and CEO from 1982 to 1986, and as a director until 1987. IBM acquired Lotus in 1995 for $3.5 billion. Kapor cofounded the Electronic Frontier Foundation (EFF) in 1990 and now leads the Open Source Applications Foundation, a nonprofit that promotes the development and adoption of open source software. Livingston: How did Lotus get started? Kapor: I bought an Apple II in the summer of 1978 because I had become obsessed with personal computers and just had to have one. I didn't know what I wanted to do. I very quickly and fortunately started generating some consulting income, writing programs for individuals who had bought them, like an ophthalmologist who wanted to use it in his practice and an investment analyst who wanted to look at stock market data. And I met other people in those days that had Apple IIs, because it was very much a hobby phenomenon. Several of us started an Apple II user group called New England Apple Tree. 89 Mitchell Kapor Cofounder, Lotus Development 6 CHAPTER One of those people was Eric Rosenfeld, who was a graduate student in finance at MIT. As a favor to him, and because it was kind of a challenge, I helped write a statistics routine that ran on the Apple II that he could use to analyze data in his dissertation. It took me a weekend. He actually had to explain the math to me; once he explained it, I understood the math. Afterwards, we kind of realized, hey, this might actually be useful to other people if we built a statistics and graphics product on the Apple II. It was called Tiny Troll after something called TROLL, which was a time-sharing thing at MIT. At the same time, Dan Bricklin and Bob Frankston were developing VisiCalc, also in Cambridge, and when it came out, it set the world on its ear. It was far and away the most useful piece of software ever done for a personal computer. It was incredibly innovative. It started generating sales of Apple IIs, and it was a cut above everything else. The authors of VisiCalc were Software Arts. The publishers were Personal Software, which then changed its name to VisiCorp somewhere along the way. I knew the VisiCalc authors because they came to the meetings of the Apple II user group that I had cofounded, and that's where I first saw VisiCalc in probably 1979. They introduced their publisher to me--this is Dan Fylstra and Peter Jennings--and they said, "We would like you to take Tiny Troll and rewrite it and clean it up so that we can bring it out as a companion product to VisiCalc." They wanted to have more offerings since they had such a hot product. And I agreed to do that. I still had a partner, but I think he was probably beginning to teach at Harvard--anyway, he was otherwise engaged. I was at business school; I decided, when this happened in November 1979, that I needed to learn about business because that's where the market was going to be. I thought I was just going to clean up this little product over Christmas break so I could finish my education. I would make some money and that would be that. And I only thought that because I was totally ignorant about how long things took. I had no background in computer science. I was self-taught--I was still writing in Basic. I had no management experience; I was in business school at the time. In fact, I had spent my years after college as a radio disk jockey on a progressive rock station. I was a transcendental meditation teacher, and a mental health counselor at a psychiatric unit of a community hospital. That was OK, because there wasn't really a personal computer software industry. It was still kind of a hobby thing becoming a business, and nobody really took this stuff seriously, so I wasn't ludicrously unqualified by the standards of the day. But I was wrong about how long it was going to take to do this thing. I was inspired to want to do a really great job by VisiCalc, which was so much better than anything I could ever write. But I said, "I want to try to do something that could stand up well." And I faced a difficult decision because school was starting again. I took a leave of absence from school to finish the product. It then came to be the spring of 1980, and I thought I was done, and I wasn't done. I didn't know what done was with software. I had, roughly speaking, an alpha version of the product--it had some demonstrable features. I decided 90 Founders at Work that I needed to totally rewrite Tiny Troll to be much better, and give it a totally new user interface, and so on. Based on that misunderstanding of what done was, I said to the publisher, "What I want to do is to come out to California"-- which was where they were--"and you should hire me to be your new product manager. I can finish this thing in my spare time. It's almost done." Now why did I want to go out there and be the product manager for the publisher? There were a couple of reasons. The main one was that I had come to understand that the big economic opportunity was to get stock in a startup, and this was a way of doing it. I had a royalty contract--like a book contract-- and they said "fine." So I moved out to California without my program having been completed. So now I had gone from writing and rewriting Tiny Troll, which eventually was called VisiPlot, to being product manager for several versions of VisiCalc-- not the flagship Apple II version, but the other versions. I worked for the publisher, for Personal Software, with the Software Arts people. And a number of things transpired. I was in California for 6 months and had no time to work on getting my own products finished. But I found it incredibly fascinating to be in Silicon Valley and learned a lot. Personal Software had brought in venture capital just before I arrived, and while I was there they brought in more management. The VCs brought in more senior management from places like Intel, and I was moved aside. I could see that my power and my access were being marginalized, which I didn't like, and I didn't feel that the business was being conducted with the degree of integrity that met my standards. And we had actually never consummated this swapping royalties for stock. So I said, "You know what, I'm going to go finish the product that I promised you. Let's unwind this." And I moved back to Boston and then I finally finished the product. It took another 6 months. They brought it out in the early part of 1981. And it started generating a huge amount in royalties right away--a huge amount relative to what it was. It generated about $100K a month in royalties, but I had essentially no expenses, so that's a lot of money. Now, all of a sudden, I had options about what to do next. In the course of developing VisiPlot, I had come to certain conclusions. And there was one other factor: somewhere while all this was happening, I had worked in assisting the VisiCalc guys in devising a way to exchange data between VisiCalc and VisiPlot. That was important because it provided a way to actually make graphs out of spreadsheet data, which was an obvious piece of functionality. Bob Frankston had developed something called the data interchange format, and VisiPlot was one of the first other software applications to support it. I'd worked with Bob on that--he played the lead role, far and away. But while there was a way of moving data between these two programs, it was really cumbersome. There were no hard drives in those days. Everything was on floppy disks, which had limited capacity. And furthermore, VisiCalc had a copy-protected floppy disk to prevent piracy. So if you wanted to make a graph, you had to boot up VisiCalc, you would make your spreadsheet, and then you would save a file in this special data interchange format to the second floppy Mitchell Kapor 91 drive--you had to have a second drive because you couldn't save it on the first drive. Then you had to quit out of VisiCalc completely and then start up VisiPlot and then read in the file and then you could see the graph. If you wanted to look at another graph and you hadn't saved the data, you had to repeat the whole process. I could think of several ways to make this process less cumbersome, one of which would be to put both programs on a single disk. I raised the issue with the guys at Software Arts who did VisiCalc and they weren't interested in it at all. In fact, at various times I raised a number of ideas with the publisher about combining the programs and they weren't interested at all. Why weren't they interested? The people who did VisiCalc had serious technical backgrounds and a bunch of computer science training. They knew what they were doing and they had the hot product. I had no credentials or background, at best sort of minor league success. So I don't think they really saw me as an equal. And the publisher was even worse in my view, in that they were firmly convinced, between the venture capitalists and the people they brought in, that they knew how to build this thing into a big business. And they saw me, when I was there as a product manager, as an annoyance--as a marginal person without experience or credentials who was kind of a pest. And I suppose I was kind of a pest. So they had no interest in doing more stuff with me. They were trying to figure out how to technically get rid of me. And I took advantage of that fact. I didn't like it, but I took advantage of it. The royalty rate that VisiCalc was getting and that I was getting was very high. My royalty rate was 33 percent of their gross margin. And VisiCalc's was higher--they got 35.7 percent. At the time the contracts were done, the economics of the business, which was a new business of packaged software for PCs, was not well enough understood to know that that was obviously an insupportable thing to do. But it quickly became apparent, because huge sums were flowing back to the authors, but the publisher was the one that was incurring very significant expenses for support--which was their responsibility--and all the marketing and sales expenses. Anyone who is familiar with the business understands that royalty rates adjusted downward pretty quickly. So here's the way the world looked to me at the time: I have a hit product-- not a number one product, but it's making money. And it has an insupportably high royalty rate. I no longer work for the publisher, but I know how they think and I'm uncomfortable with them. And I know they don't want to work with me. So I felt what I should do is to have them buy me out. They would get control of the code, close out the royalty stream, and I would go do whatever I was going to go do next. I saw that was in everybody's interest. And that's in fact what happened. They bought us out for $1,200,000, so I made a whole bunch of money. I had never made more than $14,000 a year--I told you what kinds of jobs I had. We had taxes to pay and I had a partner to take care of, but I wound up with $600,000, which I divided into two piles. (I'll talk about that in a minute.) 92 Founders at Work The non-compete was the hinge issue. I'd been thinking about what I wanted to do next and in fact had hired Jonathan Sachs, who was the person who architected and implemented the original version of 1-2-3. We had the basic concept in mind, which was an integrated spreadsheet and graphing program with other stuff. They bought me out 6 months after we started, which was in November '81, and Sachs had started in the summer of '81. We didn't have any code. We were considering a bunch of different ideas. It was still very, very early, but I knew I wanted the ability to go do this thing. I also knew the publisher wasn't going to do the buyout if they didn't have a really strong non-compete. But remember, I had done a graphics and statistics program, not a spreadsheet, and I proposed that they carve out an exception in the buyout to do this integrated graphing calculator program, betting that they would be sufficiently motivated to get the deal done that they would look at this thing and go, "This is a very big ambitious thing. We don't really think he has the ability to pull this off. This gets us what we need, and for the sake of getting the deal done, we'll sign off on it." So basically, I told them what I was going to do, taking advantage of the fact that I didn't think they would take me seriously, because I know they didn't take me seriously. And that's what actually happened. It just goes to show you shouldn't underestimate people. You shouldn't judge from appearances like that. Livingston: So now that you were free and clear, what were the first things that you did? Kapor: Jon had implemented spreadsheets previously; he was one of the few people. And that's how I knew him. But he had made the mistake of being in a business with technical people and no business people. He had been at Data General, and the first spreadsheet that they implemented was for the Data General minicomputer. Well, there was no market for that. And then Sachs and his partner were sort of going, "What do we do now? This didn't work." I forget how I ran into Sachs, but I convinced him to come workor my fledgling little thing. Remember, I had the royalties. He had some ideas; I had some ideas; we succeeded in spite of ourselves. I was so convinced that VisiCalc had a lock on the market that I had to convince myself that we were going to do something that wasn't fundamentally a spreadsheet. Of course, what we did was fundamentally a spreadsheet, but the self-deception I engaged in wasn't sufficiently damaging to be fatal. But there was a big push to call it integrated software, to add other capabilities, to wrap other things in it. The galvanizing event was when IBM announced the IBM PC in August 1981. It was very important in the history of PCs because it legitimized the whole field--because of IBM's imprimatur. Until then, the personal computer hardware companies were Apple, Tandy, and Commodore. IBM was the first "real" computer company to come out with a PC, legitimizing it for the business marketplace. And that was not lost on me. Mitchell Kapor 93 So we decided to bet on doing something for the IBM PC, which proved to be one of the reasons why we were successful. They had decided to outsource a lot of the key elements of what they were doing, right to the distribution. Rather than selling it just through their own sales force, they were selling it through retail stores like Computer-Land and Sears, which at the time was a very radical idea. They had gone to Intel for the microprocessor; they had gone to Microsoft for the principal operating system. And I said, "They're smart. They realize they don't understand this business, so they'll go to the best people. They're not going to have a lot of ego, and this is the way things are going to work." Also, they had put a 16-bit chip in the machine with greater memory capacity. And memory capacity was an enormous issue. The Apple II had 64K--not megabytes, kilobytes--of memory. It was tiny. And not all of that was available. Actually, if you wrote programs on the Apple II, you started with a 48K memory space. So the programs were tiny and the user data was tiny and people were building spreadsheets that exceeded memory. It was a fundamental limit of the Apple II, because it was an 8-bit microprocessor. IBM used a 16-bit microprocessor and I said, "Ah, this will permit people to build bigger spreadsheets." The memory space of the IBM PC when it came out was 640K, 10 times the size. So I said, "16-bit, faster processor, more memory says IBM. We should target it. We should build a product that is optimized for it." Now, the IBM PC came out day one, August '81, with a version of VisiCalc, and with a version of MultiPlan, which was Microsoft's spreadsheet, but neither of them took advantage of the full capabilities of the IBM PC. In particular, because they had been put under a lot of pressure to get a product out, they had taken the code for the 8080/Z80 Intel/Zilog processors--8-bit code--and tweaked it a little bit. The point is that VisiCalc on an IBM PC still ran in 64K of memory. You had 640K available, but you couldn't address it in a spreadsheet, so it was as if it wasn't there. And I said, "This is really an opportunity here." Plus another factor: because I knew all of the individuals, I knew that Software Arts and Personal Software were fighting with each other over the royalty rate. And I knew that they were essentially distracted and they were not working together, and I knew that Personal Software was hiring its own developers. I felt guilt-ridden about coming out with a product that was going to be competitive with VisiCalc, so I did my best to pretend to myself that it wasn't going to be competitive. I ultimately said to myself that the fact of the matter is that I didn't create this opportunity, they did. If they had been on the job, I would have gone and done something else because the opportunity wouldn't have been there. But I saw a gap in the marketplace and I said, "We should do something that lets you do bigger spreadsheets, that's faster, that takes full advantage of the IBM PC, that integrates the graphing, so you could hit one button to get a graph"--because I knew people wanted that--"and have a better user interface for non-expert users"--which we did--"and allow user customization and user programming"--which we did in the macro language. So there was a set of ideas that gave 1-2-3 its character, that really made it a 94 Founders at Work second-generation product, that had sufficient differentiation that was immediately visible when you demoed it, and that was what gave it its market entree. Being at the right place at the right time also helped. The business world was poised to adopt personal computers. They were reasonably priced and they did something useful, which turned out to be Lotus 1-2-3. So the market just expanded dramatically, far faster than anything any of us in the company would have imagined. Livingston: When you demoed it, were there parts where you knew people were going to go "wow"? Kapor: Yes, I think the one-button graphing in particular, and the speed of the calculation. VisiCalc users loved VisiCalc; they just wanted it to do more. And it didn't. And when we showed that this did it right out of the box, they went, "I get it." I used to get applause doing demos all the time. This was all so new then, in a way that was recapitulated in the early days of Netscape, the first time people saw a web browser, web content; the first time people looked at Amazon. So we had our version of that in the '80s. Livingston: I read you spent 10 months programming it. Did you program it? Kapor: No, Sachs did. He wrote virtually all of the code of the original version. We came out with it in January '83. He started working on that code base probably in October of '81, so that would be 14 to 15 months. All written in assembly language, for speed. This was the fifth time he'd implemented a spreadsheet, so he was pretty good at it at this point. Livingston: Wasn't VisiCalc written in assembly language too? Why was Lotus faster? Kapor: Because they were writing for an 8-bit machine, and they didn't take advantage of the 16-bit architecture in a whole variety of different respects. We just had more optimized code. And we had a different recalculation algorithm. We were the first spreadsheet to do something called "natural order of recalculation." If your spreadsheet had forward references in it, VisiCalc would take multiple passes over the whole thing to calculate stuff, but we did one pass through the entire formula chain, and as long as there weren't circular references, it would calculate properly. So it was much faster for certain cases. Livingston: Was the code tuned to the IBM machine? Kapor: It was tuned to the Intel 808X 16-bit architecture. And Sachs was also very, very good. He was just an artist at high performance with limited resources. I didn't know how good he was; I got lucky. I knew he was good, but he was a genius at this sort of stuff. The two of us together was essentially 1 + 1 = 3, because I had a vision about the product and very strong ideas about the feature set and the user interface, and he was generally willing to let me drive things at that level. He had the responsibility for the technical architecture and implementation, but I'm actually quite technical, so I was able to talk with him to fully understand a number of the issues and limitations and modify the design in a way that was consistent with what we could actually do. So we had a critical mass of knowledge between the two of us that neither of us had alone. Mitchell Kapor 95 Livingston: What went wrong? Kapor: A number of things went wrong or almost went wrong. I almost ran out of money. Lotus 1-2-3 wasn't the only idea that we had. I had done this thing with some other people called Executive Briefing System for the Apple II that was like a precursor to PowerPoint. We did some other projects; I had hired another group of people and basically had spent down the $300,000 that I'd allocated. It was almost gone and we were nowhere near product, because of doing all these other things and not having done this before. I had $600,000 after taxes and paying my partner, and I divided it into two piles. I took half and said I'm going to buy a house. It was $89,000, the least expensive house in Cambridge--this was in 1981. I said that I could live on $40,000 for at least 5 years. So I had the other $300,000 that was my own seed money, but I almost ran out. I got lucky in that Ben Rosen at Sevin Rosen decided to invest. He was the only VC that I pitched (I didn't understand anything about venture capital). And that was fortunate, because without him, I don't know what we would have done. Most of my mistakes came after we launched the product, not before--after we started shipping in January of '83. I had no significant experience in building an organization or building a management team. And I intuitively did well when I was leading the whole team, but once we got past 25 people, you can't do that. And so I made a series of classic mistakes in hiring. And not building a good middle management structure. And not recruiting a board that could help me build the company. Big mistakes in picking a successor, big mistakes in having an undisciplined product strategy--I was much more interested in having distinctive, innovative products and thinking about what would make sense for a product line for our business overall--and big mistakes in expanding too fast and not having discipline about what we were doing. So I give myself a C or C- on all that stuff. Livingston: You guys grew to 1,000 employees before you went public. Did you know you were going to go public when you started? Kapor: I didn't know when, but this was what I'd learned from my time in Silicon Valley. To be honest, here's what I was driven by: I wanted to do really a great product. Almost from day one I understood that I was passionate about the applications themselves, that they'd be integrated, easier to use and be powerful. They'd help make people more productive and I cared a lot about that. The other thing I wanted was financial independence. I had an enormous desire not to be dependent on other people, or to have to have a job. I wanted to dictate the terms. So I knew if you had an IPO, then you had a liquid currency and you had the ability to cash in and get that. So I actually pushed for an early IPO, which we did successfully. But that brought all the usual problems. The main problem we had as a very young public company was that people did not understand the industry or its dynamics and therefore they consistently misvalued the stock and misunderstood what it was about. Because it was new and it was different. Eventually, people figured it out, but I was very impatient. 96 Founders at Work I did not set out to build a big company. I actually wanted to be a software designer. I saw having a company not exactly as being a necessary evil, but there wasn't a good alternative. My experience had convinced me that being a program author and having somebody else publish it wouldn't give me enough control over the process. In Hollywood, the very successful directors like Steven Spielberg quickly understood that they also needed to be producers and have their own studio in order to retain control. It was a similar thing. There were some other funny things about it. In the '60s, when I came of age, business was not a cool thing. We were all counterculture people with long hair and sex, drugs, and rock 'n' roll. It was the '60s; I have the pictures to prove it. I don't remember any of it, but as someone said, if you can remember the '60s, then you weren't there. But it turned out I also have some entrepreneurial talent. It's not surprising--my father was a small businessman, my grandfather was a small businessman, it kind of runs in the family. But I think I had cultural biases against seeing it or valuing it that took a while to get over. So while Lotus was getting started, I just saw it as a vehicle to doing great product. I never wanted to have a big company. Livingston: The word "creative" comes up a lot when you do a search for Lotus. Did you make a conscious effort to have a creative atmosphere at the time when programmers were considered dull and nerdy? Kapor: Yeah. I was interested in really cool products, so I guess that's where that came in. I had a very unconventional background and really no interest in building a button-down business culture. And I'm not an engineering geek, either. These types of companies tend to reflect the personalities and interests of their founders. Microsoft is very much cast in Bill Gates's image; and Apple, Steve Jobs; Borland, Philippe Kahn. And so we tended to have more creativity and innovation. The other thing that I cared about a lot right from the very beginning was creating a workplace that treated people well. At Software Arts, they felt I had attitude problems. I didn't respect authority. I basically thought, "The people that are running this are stupid and they don't listen to me and I don't like being here, being told what to do." It was a mixture of keen insight and adolescent emotions that I carried for a very long time. So when I unexpectedly found myself running this high-growth successful software company, the thought of making it be the kind of place that I would want to work at and different from all those other places was incredibly appealing. There were some other key people there who shared that feeling and I think I probably hired them. And so we did all sorts of very progressive things with the corporate culture. We invested in the human resources function extensively. We surveyed all the employees annually on quality of work-life issues, and took what we heard very seriously. We had a corporate values statement that wasn't just on a piece of paper. We actually at one point tied a portion of the managers' bonuses to how well their direct reports viewed them exemplifying the corporate values. I made every single manager get on the support lines and listen to customers, no matter what function they were in. Mitchell Kapor 97 When I was running Lotus, we never had a single employment discrimination lawsuit; we had a whole bunch of different alternative dispute resolution conflict management approaches, through the employee relations function. And then we had a diversity committee that had out gays and lesbians on it-- this was in 1984. We were the first corporate sponsor of an AIDS walk. We had a corporate philanthropy committee in which the employees actually made decisions about where the money went, not the pet projects of senior management. So for many people what was memorable and important about Lotus was that it was the best place they ever worked. The other thing to say is that because I lost control of the company--I felt overwhelmed by what I had created, did not know how to step up to it, put enough brakes on, hire the right people and be collaborative--I wound up jumping ship and leaving pretty early, in 1987. And my successor, a very poor choice on my part, did not share the same vision or values and he wound up disassembling most of what we put in place. So it was a bittersweet sort of thing. It was ultimately not sustained. Learn from that, too. Livingston: Can you remember anything else that surprised you? Kapor: Oh, almost everything. I didn't expect to find myself in this situation. I really didn't. Being successful surprised me enormously, shocked me, especially the magnitude of it. VisiPlot was a success and I had made some money, but I didn't understand how big the industry was going to get; how big we were going to get. Our original business plan called for $3 to $4 million in sales. Ultimately, in 1983 it was $53 million. So it was a 1,700 percent forecasting error. And then it tripled the next year to $150 million. I was totally unprepared for the magnitude of the success and the rate of growth. It would have been psychotic to say it was going to get that big that fast. Or you'd have to be prescient, but I'm not. So mainly what I was thinking in those days was "We'd better make sure that we don't blow it, having gotten here." And worrying that it could all fall apart as quickly as it came about. So I was terrified! Inwardly. And excited. And unprepared. I became a minor league celebrity in Boston, being recognized in restaurants, and that was weird. And people started to act differently around me, because when people are seen as having power or they're seen as having some special resources, people get weird because they project their fantasies onto the person or they start telling you what they think you want to hear. If you watch people around Sergey Brin and Larry Page from Google, it's very amusing, but, to be the recipient of that... I wasn't particularly prepared for, nor did I want most of that. I mean, I liked attention, but it's a lot to get used to and a lot of it made me profoundly uncomfortable. And there was a series of values challenges that came up with running a business that I was unprepared for that were very painful. Livingston: Can you describe one? Kapor: Lotus as a company wound up suing some other companies that were copying our look and feel. Now, that was not done on my watch. I was 98 Founders at Work transitioning out. But I was actually still on the board at the point when we voted to bring the first two suits, and I voted in favor of the suit out of company loyalty--a decision that I regretted the next day and have regretted since then, because I felt that it was an inappropriate use of copyright law to try to prevent someone from making a product that looks and works the same if they develop it independently. I was really torn about how to handle this, and all my net worth was tied up in Lotus, so it was kind of a mess. There was too much, too soon, and not a lot of time to grow up in and not a lot of mentoring. There weren't elders or people to learn from who had been through it whose values I shared. Livingston: Who were your mentors? Kapor: Ben Rosen for a while in some respects, but then he made his money, cashed out, stepped off the board and went on to other things. And plus, he was not a business guy, he was an investment analyst. So there were some people that were somewhat helpful, but nothing like what I would have liked or what exists today. I try to give back now and help other people try to sort through stuff. I'm also much clearer about my values, and have been for quite a while now. I think business at all costs is just wrong. I think there are certain things that you just don't do, and that acting with integrity and decency in business to me is just a given. I simply don't compromise on those things. When a person has those types of values, you have to be careful what type of project you undertake, because as soon as you undertake a project and you have those values, you're just going to be so conflicted you won't know what to do. Livingston: What advice do you give to people who want to start startups? Kapor:It depends on what type of advice they want. You can't tell people what they don't want to hear because they won't care and it's just a waste of breath. And everyone comes in with some kind of agenda. I like working with entrepreneurs who have a compatible set of values and are inspired by a vision and are passionate about some piece of disruptive technology--who are going to create something that actually has value for people in a way that can be a game changer. That's sort of my sweet spot. But every project is different, so the specific advice needs to be customized. The most important thing for me is, I don't want to work with someone who says, "Just help me make the business be more successful." I want to work with entrepreneurs who are personally passionate, committed, and believe in what they're doing. Not all entrepreneurs are like that. Some people may be just as happy selling canned tuna--"Just show me an opportunity where I can make money and I'm going to go do that." You think Mark Cuban really cared about what they were doing at Broadcast.com? This is not to criticize him as a businessman--I'm just observing--but I don't think he had a fundamental passion about that business. There was an opportunity, he saw it, he built something, he sold, and he cashed out at the right time. Mitchell Kapor 99 Livingston: When you were developing Lotus 1-2-3, you always had working code. Wasn't that type of incremental development very much ahead of its time? Kapor: Yes. I think Sachs and I saw it the same way. We figured out a number of things very early on that became conventional wisdom. I'm not sure that we were that much smarter than anyone else. But we had the requisite smarts and we were in the right place at the right time. So this developing close to the target machine and having code running, it seemed obvious once you looked at it that there were enormous benefits to it. The reason it wasn't obvious is that the machines were barely powerful enough to do development on. Typically, the systems you develop on could usefully consume a lot more computational power than what you might actually need in the delivery platform, and so that's the argument for doing the development not on the target platform. But there were corresponding disadvantages because it tended to produce bloated--not optimized--code if you're using a cross-compiler or cross-assembler. And optimization of limited resources was the name of the game when you were talking about a 64K machine. So what worked in the minicomputer world--the techniques and best practices--just didn't work for microcomputers. I shouldn't say that, because Sachs did come from the minicomputer world, so that's not right. But a lot of the conventional wisdom was just wrong and that's what saddled a lot of people. They just didn't think things through from first principles. And always having something running was a Sachs thing, because it was just his experience it was a good thing, and I saw it and said, "Yes indeedy, we should do this," long before extreme programming. Livingston: Was there ever a point when you wanted to quit? Kapor: After we shipped and the business felt like it was getting out of control, yes. The most fun parts were from time-equals-zero till 1984. I was terrified about stuff--how's this going to come out, what's going to happen? I did almost walk out. We raised a second round of venture capital, which I think, if I had been more sophisticated about business, we wouldn't have needed to do. We could have just borrowed the money. We turned cash flow positive so quickly. If I had been a little bit less risk-averse... but that's another story. We got to the closing for the second round and they had a very sharp lawyer on their side--our lawyer wasn't so good--and all these things were happening at the last minute, all these onerous terms, and I got up and said, "I'm not going to do this. I don't have to do this today. We don't have to close here and I'm just not going to agree to this. I'm gone." And they backed down completely on their onerous terms. I was just pissed off about this for a long time. These were supposed to be our investors, they were supposed to be on the same side, but they were highly adversarial and totally willing to take advantage of us. And saw absolutely nothing wrong with that. I don't really like conflict, was a conflict avoider; it takes a lot for me to get up. And I really was going to get up and go home and we really weren't going to close. 100 Founders at Work Livingston: You weren't bluffing? Kapor: No, I wasn't bluffing. I was prepared to take whatever--run out of money or find financing elsewhere. My attitude was: that's the wrong way to do business. I don't care that that's the way the world works, it's wrong. That is the way most of the business world works, but sometimes you just have to stand up and say, "Not on my watch, not here, not this way." I think there were these minor problems--the Blue Sky clearances hadn't come in from some of the states--and they wanted me to personally take the liability. The investor didn't want to take any risk. It was absurd. They only do this because they can get away with it, because they have the money and you need it and "fuck you." (I hope that goes in the book.) It's just wrong, but the fact is that when the VCs do their deals and they do the paperwork, they take advantage of entrepreneurs who haven't been through this before. They do things on terms that favor them in a way that really can't be justified--that take advantage of their ignorance. It's not a good way to do business. Some of the VCs try to rationalize it, "This is just the way things are done." Well, I'm sorry but they're wrong. Why do you think venture capital also enjoys a reputation as "vulture capital?" It's not an accident; it doesn't have to be that way. Livingston: Did you try to change this when you joined Accel Partners? Kapor: Yeah. And I think that a more nuanced version of what I was just saying would be that there are contradictions inherent in the venture capital business because there are significant aspects of what VCs do, including Accel, that are collaborative with entrepreneurs, and there are other aspects that are not. I thought that Accel was more different than I ultimately concluded they were. But I don't think that they were worse than everyone else. There are norms and practices that cut across individual firms that are really problematic. So I tell people, "Know what you're getting in for. Here's the way it works." If the VCs were more transparent and disclosed stuff so that entrepreneurs could make a choice, that would be better. They wouldn't have to change the terms, just disclose them and explain what they mean, and what's likely to happen. But they don't do that. They see it as a negotiation in which having information that the other side doesn't have gives you an advantage. It gives an advantage in terms of that individual negotiation, but if you're trying to form a genuine partnership where you have repeat encounters and you withhold critical information in the first and most important one, you're undermining longterm collaboration. Why should they trust you? What they've demonstrated is that you are going to act in your own self-interest at my expense if you know better than me about something and you don't feel under any obligation to share that. That's actually not collaborative. But it's completely standard. You know why VCs are like this? It's not that they are bad people; it's the limited partners. And who are the limited partners? Our great institutions-- Harvard University, Stanford University, UC Berkeley. So if you want to point up the chain of accountability, when those people stop measuring performance Mitchell Kapor 101 just based on the return numbers, things could change, because they'll change the incentives. Livingston: What would you tell an entrepreneur to understand before he/she meets with a VC? Kapor: I try to explain how it works. There are more choices nowadays for people--angel money, for example. And many things are much less expensive to do now. You can go further on your credit card than you could before. I want entrepreneurs to make informed choices when it comes to financing. Understand what the impacts and implications are for different financing options. Livingston: Plus, many people don't need to have as much money to get something started. Kapor: You can also do some interesting things in a seed round of $100,000 to $200,000 and it's available on very different kinds of terms. Livingston: Did you ever do anything to seem more impressive to investors? Kapor: I'm pretty terrible at artifice; I don't play poker for that reason. But there's one thing I did. When we were raising money, I hadn't heard from the VCs (Ben Rosen and L.J. Sevin) for a long time, and I was worried. So I got a call from L.J. (he's from Texas)--"Mitch, I'm in town. Would y'all like to get together for dinner tonight?" So I made a reservation at the fanciest French restaurant in Boston and raced home to change from my jeans to a suit, and we came to dinner. I ordered a very expensive bottle of wine, and I knew he was paying for it, so I was kind of stepping up here like, "This is serious, so I hope you're serious." I wasn't feeling like French restaurant, three-piece suit, expensive wine. And he's making small talk through the appetizer course. I was thinking to myself, "If he doesn't get to the point when they have the main course, I'm going to ask him, "Are you doing this thing or not?'" Because I knew that we were out of money. And finally at the end of the appetizers--about 45 minutes, but it seemed like all night--he said, "Mitch, Ben and I would like to invest in your company. How much do y'all think it's worth?" And I dropped my fork, like a cartoon. Livingston: How much did you tell him? Kapor: I think I said probably $2 to $3 million. We had nothing. We had an early-stage under-development spreadsheet, and me and Jon Sachs. So that was the biggest number I felt I could ask for without being totally absurd