SlideShare a Scribd company logo
   Company separate from founding
    organization
   Some major companies like Palm and
    Lucent were originally ‘spin offs’
 Becoming a metric in and of itself
 Demonstration of new enterprise
  formation
 Licenses can create jobs too
 Tendency is to use a spin-off locally in
  preference to a license externally
 Need to put a business on a business
  footing
 By sheltering within parent organization
  sometimes don’t cut apron strings
 Finances become confused
 Personnel commitments can be
  conflicted
 Generating tax incentives and
  attracting other money
 Loss of tax status
 Core competency
 Market valuation problems
   Can’t be a one time licensing play
    › May be tax reasons to incorporate these
      externally
    › Not officially a spin off
   Needs to be able to sustain itself
    › Platform technology is best
    › Platform allows future growth
    › Definition of platform may be debated
    › Pros and cons?
   Technology
    › This is the easy one
   A Plan
    › Who will do this?
   Money
    › Sometimes surprisingly, this
      is the second easy one
   People
    › Toughest one
    › What do you do when Chief
      scientist wants to run a company?
   Technology
    › Decision to assign or license?
    › Assignment not possible if initiating
      organization either won’t or can’t
    › Won’t: matter of policy
    › Can’t: IP constitutes needed background for
      other IP being practiced
 Will amount be paid in cash, shares or
  combination?
 Assignment likely to be an equity interest
 License likely to be cash
    › Can be deferred as needed
 Becoming a very important component
 How is it funded?
 Sometimes this is what generates the
  Money and the People
 Consider engaging a professional
 Business plan identifies cash needs
 How do you raise money?
 Smaller amounts may be self-financed in
  may cases
 Larger amounts may require access to
  outside money
   Friends and Family
    › Amounts ~ <$250K
   Angel Investors
    › ~ $100K to $5M
   Venture Capital
    › ~ $1M to $25M
   Public markets
    › > $10M
   How much will the money cost in terms
    of equity?
    › Who is providing the money?
    › What is value of other components?
   What is plan for future money?
    › IPO usually doesn’t happen until 2 or 3
      private financings
    › Each tier is called a ‘tranche’
   Technology is worth?
   Cash in is $1M
   On paper company
    is worth:
    › Technology ($0) +
      Cash ($1M)
   What percentage of
    company should
    person with the cash
    get?
 What skills do you need?
 What power will the
  people have?
 Cost of people
    › More gray hair the higher
      the price
    › Compensation will be
      combination of cash, stock
      and options
   You will have at least 2 different types of
    people and generally 3 or more
    › Organization originating technology
    › Researcher
    › Where the money comes from
    › The people
    › Professional advisers
 Peace isn’t possible; settle for an
  operating agreement
 What are key points?
    › Shareholders; Directors and Officers
    › What will company do?
    › Employees
    › Death; disability; unwillingness to act
 Deadlock breaking
 Buy/sell; shotgun; puts & calls
 Family breakdown
 Non-dilution; coattails
 Non-competes and
  confidentiality
Marcel D. Mongeon
             +1 (905) 390 1818
marcel@mongeonconsulting.com

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Start Ups – Creation And Issues

  • 1.
  • 2. Company separate from founding organization  Some major companies like Palm and Lucent were originally ‘spin offs’
  • 3.  Becoming a metric in and of itself  Demonstration of new enterprise formation  Licenses can create jobs too  Tendency is to use a spin-off locally in preference to a license externally
  • 4.  Need to put a business on a business footing  By sheltering within parent organization sometimes don’t cut apron strings  Finances become confused  Personnel commitments can be conflicted  Generating tax incentives and attracting other money
  • 5.  Loss of tax status  Core competency  Market valuation problems
  • 6. Can’t be a one time licensing play › May be tax reasons to incorporate these externally › Not officially a spin off  Needs to be able to sustain itself › Platform technology is best › Platform allows future growth › Definition of platform may be debated › Pros and cons?
  • 7. Technology › This is the easy one  A Plan › Who will do this?  Money › Sometimes surprisingly, this is the second easy one  People › Toughest one › What do you do when Chief scientist wants to run a company?
  • 8. Technology › Decision to assign or license? › Assignment not possible if initiating organization either won’t or can’t › Won’t: matter of policy › Can’t: IP constitutes needed background for other IP being practiced
  • 9.  Will amount be paid in cash, shares or combination?  Assignment likely to be an equity interest  License likely to be cash › Can be deferred as needed
  • 10.  Becoming a very important component  How is it funded?  Sometimes this is what generates the Money and the People  Consider engaging a professional
  • 11.  Business plan identifies cash needs  How do you raise money?  Smaller amounts may be self-financed in may cases  Larger amounts may require access to outside money
  • 12. Friends and Family › Amounts ~ <$250K  Angel Investors › ~ $100K to $5M  Venture Capital › ~ $1M to $25M  Public markets › > $10M
  • 13. How much will the money cost in terms of equity? › Who is providing the money? › What is value of other components?  What is plan for future money? › IPO usually doesn’t happen until 2 or 3 private financings › Each tier is called a ‘tranche’
  • 14. Technology is worth?  Cash in is $1M  On paper company is worth: › Technology ($0) + Cash ($1M)  What percentage of company should person with the cash get?
  • 15.  What skills do you need?  What power will the people have?  Cost of people › More gray hair the higher the price › Compensation will be combination of cash, stock and options
  • 16. You will have at least 2 different types of people and generally 3 or more › Organization originating technology › Researcher › Where the money comes from › The people › Professional advisers
  • 17.  Peace isn’t possible; settle for an operating agreement  What are key points? › Shareholders; Directors and Officers › What will company do? › Employees › Death; disability; unwillingness to act
  • 18.  Deadlock breaking  Buy/sell; shotgun; puts & calls  Family breakdown  Non-dilution; coattails  Non-competes and confidentiality
  • 19. Marcel D. Mongeon +1 (905) 390 1818 marcel@mongeonconsulting.com