Conventional wisdom is that startups with cofounders succeed more often than startups run by solo entrepreneurs. Whether true or not, startups with multiple founders face key issues that will affect the company and its ability to raise money, grow, and ultimately, be successful. By tackling the issues early, with candor and honesty, cofounders can often prevent damaging personal relationships with one another and can position the company for growth. In addition, the ability to make these hard calls is a good sign to investors and employees about the sophistication and maturity of the entrepreneurs.
Fairness Considerations in Going Private TransactionsMercer Capital
A presentation by Jeff K. Davis, CFA, that provides an overview of issues surrounding a decision to take an SEC-registrant private.
Pros and Cons of Going Private
Structuring a Transaction
Valuation Analysis
Fairness Considerations
Fairness Considerations in Going Private TransactionsJeff Davis
While there once may have been a good reason to be a public company (or not), that may no longer be the case: hence, consideration of a go-private transaction may be warranted. This short presentation is intended to provide an overview of some issues surrounding a decision to take an SEC-registrant private. This presentation does not cover all issues with going private transactions; nor should it be construed to convey legal, accounting or tax-related advice. Companies considering such a move should hire appropriate legal and financial advisors.
BUSINESS UNITS
Definition
Is an organization or firm that deals in the production or distribution of commodities usually for the purpose of making profit. It may be set up by an individual or group of individuals and its size depends on the amount of capital invested.
FORMS OF BUSINESS UNIT
(i) Public sector
(ii) Private sector
PUBLIC SECTOR
The public sectors comprise of business organization owned by the government. The sector consist of the following;
Public cooperation
Public companies
Local government authorities
Parastatals
PRIVATE SECTOR
The private sectors comprise of business organization owned by private individuals. The sector consist of the
hi people!!! this is my first presentation hope u like it n might help u for ur further studies and good step for ur future!!!!! I'm pretty much sure u'll like it and if u find interesting plz comment or give a like. your like means a lot...!!!!!! :)
Published Spring 2008 in the Journal of Employee Ownership Law and Finance
Jim Steiker describes how warrants are used as part of the financing structure of leveraged ESOP transactions and discusses key corporate finance and federal tax considerations in structuring ESOP financing arrangements involving warrants.
Fairness Considerations in Going Private TransactionsMercer Capital
A presentation by Jeff K. Davis, CFA, that provides an overview of issues surrounding a decision to take an SEC-registrant private.
Pros and Cons of Going Private
Structuring a Transaction
Valuation Analysis
Fairness Considerations
Fairness Considerations in Going Private TransactionsJeff Davis
While there once may have been a good reason to be a public company (or not), that may no longer be the case: hence, consideration of a go-private transaction may be warranted. This short presentation is intended to provide an overview of some issues surrounding a decision to take an SEC-registrant private. This presentation does not cover all issues with going private transactions; nor should it be construed to convey legal, accounting or tax-related advice. Companies considering such a move should hire appropriate legal and financial advisors.
BUSINESS UNITS
Definition
Is an organization or firm that deals in the production or distribution of commodities usually for the purpose of making profit. It may be set up by an individual or group of individuals and its size depends on the amount of capital invested.
FORMS OF BUSINESS UNIT
(i) Public sector
(ii) Private sector
PUBLIC SECTOR
The public sectors comprise of business organization owned by the government. The sector consist of the following;
Public cooperation
Public companies
Local government authorities
Parastatals
PRIVATE SECTOR
The private sectors comprise of business organization owned by private individuals. The sector consist of the
hi people!!! this is my first presentation hope u like it n might help u for ur further studies and good step for ur future!!!!! I'm pretty much sure u'll like it and if u find interesting plz comment or give a like. your like means a lot...!!!!!! :)
Published Spring 2008 in the Journal of Employee Ownership Law and Finance
Jim Steiker describes how warrants are used as part of the financing structure of leveraged ESOP transactions and discusses key corporate finance and federal tax considerations in structuring ESOP financing arrangements involving warrants.
Published in the NCEO March-April 2013 Edition of the Employee Ownership Report
SES Chairman & CEO Jim Steiker explains how warrants can be used to bridge the gap in a larger ESOP transaction between bank financing and the full price of the sale.
This presentation was given to a group of Founders, CEO's and praticipants in the Financing of their growth companies at the Digital Media Zone at Ryerson University in Toronto today.
Privacy and Information Security: What Every New Business Needs to KnowThe Capital Network
Reports of data security breaches conjure up images of anonymous computer hackers sitting in a darkened room,
fingers flying over a key board in an effort to hack into a computer system to find valuable information to exploit.
Not long ago, most of us considered these breaches to be infrequent and likely targeted at information much more
commercially unique than the average consumer data stored by most businesses.
Entrepreneurs will face a huge number of decisions as they move from concept to commercialization. One of the
first major decisions is what type of legal entity to form in order to move their great ideas forward. Why does it
matter? Because different entities have very different rules regarding limited liability, management and control
flexibility, capital structure, tax efficiency and eligible investors.
Published in the NCEO March-April 2013 Edition of the Employee Ownership Report
SES Chairman & CEO Jim Steiker explains how warrants can be used to bridge the gap in a larger ESOP transaction between bank financing and the full price of the sale.
This presentation was given to a group of Founders, CEO's and praticipants in the Financing of their growth companies at the Digital Media Zone at Ryerson University in Toronto today.
Privacy and Information Security: What Every New Business Needs to KnowThe Capital Network
Reports of data security breaches conjure up images of anonymous computer hackers sitting in a darkened room,
fingers flying over a key board in an effort to hack into a computer system to find valuable information to exploit.
Not long ago, most of us considered these breaches to be infrequent and likely targeted at information much more
commercially unique than the average consumer data stored by most businesses.
Entrepreneurs will face a huge number of decisions as they move from concept to commercialization. One of the
first major decisions is what type of legal entity to form in order to move their great ideas forward. Why does it
matter? Because different entities have very different rules regarding limited liability, management and control
flexibility, capital structure, tax efficiency and eligible investors.
Early-stage companies need tremendous amounts of cash to grow rapidly. Yet, angel groups and venture-capital firms are not usually a realistic option for early stage startups. Additionally, entrepreneurs often find that financing options such as savings, friends, family, and bank loans, even if available, cannot cover the high startup costs attendant to growing a business. Recently, the media has anointed "crowdfunding" as the solution to this startup capital gap. But what exactly is crowdfunding?
How to Build a Cap Table and Understand the Dilution Impact of Early-Stage In...The Capital Network
In today’s difficult investment climate, entrepreneurs should have the maximum understanding of the impact of proposed financing – before they talk to investors.
This session will not only explain terms such as:
pre-money
fully diluted equity
option pool
percentage ownership
weighted average anti-dilution
full ratchet anti-dilution
per share price
but will show you the exact numerical consequences of these difficult negotiating points.
Also in this workshop lunch, you will learn how to build your own capitalization table in a simple, but powerful spreadsheet. BYOL – Bring your own laptop
Once you have your basic cap table built, we will discuss in detail, how to use this tool to understand the dilutive impact of various investment decisions such as:
stock options
restricted stock
early stage angel or venture capital investment
down-rounds
anti-dilution provisions
and more...
TCN seed and venture financing-play in three acts - 3.7.17The Capital Network
Term sheets got you tearing your hair out?
Come to Understanding Angel & Venture Term Sheets: A Play In 3 Acts where you will experience an in-depth discussion hosted by some of Boston’s most experienced attorneys. Through re-enactment of negotiations, you’ll understand how all parties: entrepreneurs, engineers and investors understand this process from their own perspectives.
High growth investments are complex: but rest assured this workshop will cut through it all to help you understand what it means for you.
Need help please writting this essay.The number one reason for a.pdfarihantelehyb
Need help please writting this essay.
\"The number one reason for a corporation to exist is to maximize shareholder value\"
In a minimum 600-word essay, explain this concept. Explain what determines value for a
shareholder. Identify short-term versus long-term result and balancing the interest of the
shareholders versus society as a whole. Conflicts between managers and shareholders can exist.
Debt holders have a different perspective from shareholders on what is important. Discuss what
is at stake for all three groups (management, shareholders, debt holders).
Solution
First we have to understand the meaning of shareholder,shareholder is an individual or institution
that legally owns one or more shares of stock in a public or private corporation. Shareholders
may be referred to as members of a corporation.Shareholders of a corporation are legally
separate from the corporation itself. They are generally not liable for the debts of the
corporation.Shareholders are granted special privileges depending on the class of stock. The
board of directors of a corporation generally governs a corporation for the benefit of
shareholders.In fact corporations are legal entities, with shareholders having a contract with the
corporation as owning share of the stock.
After understanding the meaning of Shareholder, Now let us discuss on what determines value
for a shareholder: Increasing shareholder value increases the total amount in the stockholders\'
equity section of the balance sheet. The balance sheet formula is assets less liabilities equals
stockholders\' equity, and stockholders\' equity includes retained earnings, or the sum of a
company\'s net income less cash dividends since inception.Companies raise capital to buy assets
and use those assets to generate sales. A well-managed company maximizes the use of its assets
so the firm can operate the business with a smaller investment in assets so that value for
shareholder can be maximized. Companies typically create most of their value through day-to-
day operations, but a major acquisition can create or destroy value faster than any other corporate
activity.
Short-term maximization is disastrous to shareholders. It’s true that maximizing shareholder
value in the short term leads to catastrophic results, since the firm starts to do things that hurt its
long term prosperity.Thus short termism harms shareholders!
Interest of shareholders as well as of the society are both important to the company. It is essential
to make money, the company has a higher purpose, and this purpose goes beyond profit. The
purpose could be creating value for society, and the company’s stakeholders. The corporation
must fulfill its higher value creating purpose. And for this they need a Conscious Culture that
fosters love and care and builds trust between a company’s team members and its other
stakeholders.when you ask whom does the company work for, one of the answers will be for
society (as tax payer), for customers who provides.
With compulsory registration of all trusts from next April is it time to review your provider trusts? This presentation will, i hope, give pause for thought
With compulsory registration of all trusts it is time to consider reviewing all provider trusts. If you are not sure please view this presentation and contact me for a consultation.
ESG Engagement Insights, a presentation by Nawar Alsaadi of best engagement practices of 30 asset managers, owners, pension funds, and non-profits around the world. (The work is derived from BlackRock & Ceres’ paper entitled Engagement in the 21st Century).
We originally created the 'OWN YOUR RAISE' Fellowship for Female Founders to solve some of the unique issues women founders face when it comes to raising money: lack of access to knowledge and investor networks and a need for greater confidence and executive leadership growth in scenarios where they are often the only woman in the room. But this program is now so much more: it's a safe space where Fellows can be inspired by and champion each other, connect and build on their leadership & fundraising strategy, and execute & celebrate their many milestones together.
The pressures of running a business while looking for funding causes many founders to underestimate the importance of creating a clear fundraising strategy. You don’t want to waste your time seeking capital without a clear timeline and plan. In this workshop, the experienced investors and entrepreneurs will guide you on how to best prepare, plan and execute a strategy that’s best suited to your business.
This workshop will also address the specifics of what it means to raise capital as a female founder and provide practical tips, checklists, templates and interactive exercises so you can start applying these to your company and Own Your Raise.
Key topics addressed include:
What’s the landscape of raising money for female founders?
What does raising capital mean for me and for my business?
Is my company ready to raise?
How much should I raise?
What’s the process and timeline of raising from angels/VCs?
How can I best prepare to raise my first outside capital?
How do I figure out and understand who the right investors are for my company?
How can I best align running my company and running a fundraising round?
What are the resources out there that can help me fundraise?
By attending this workshop, you will:
Understand what raising outside capital means for you and your business
Have a clear understanding of how to create a fundraising strategy that makes sense for you and for your company
Learn about resources to help you fundraise
Get checklists and templates for planning and executing your raise
Get access to the slides & recording
Please note that this is a woman-only event. Use of “women” & “female” is inclusive of and welcomes trans women, nonbinary folks, and anyone who identifies with womxnhood in any way that is significant to them.
Tcn investment & inclusion series - emerging fund managers opportunities and ...The Capital Network
Emerging Fund Managers, or those managers who generally have less than $100M under management, are managing fewer than three institutional funds, and focused on early or seed-stage ventures, have become one of the fastest-growing segments in the venture capital industry. Many of these managers come from diverse backgrounds and/or are interested in investing in diverse founders. Our conversation will highlight the opportunities and challenges faced by emerging fund managers as they aim to diversify the venture capital funding landscape.
Back in 2016, we created our 'OWN YOUR RAISE' program to solve some of the unique issues women founders face when it comes to raising money: lack of access to knowledge and investor networks and a need for greater confidence and executive leadership growth in scenarios where they are often the only woman in the room. We have created a safe space where fellows can be inspired by and champion each other, where they can connect and build on their leadership and fundraising strategy, and where they can ultimately OWN. THEIR. RAISE.
Crowdfunding has become an increasingly popular funding strategy for early stage entrepreneurs — but it’s not a guaranteed success. We’re partnering with IFundWomen, a crowdfunding platform for women-led businesses to bring you this workshop. Whether you are creating a campaign for funding or for market validation, we’ll help you create an enticing campaign that will resonate with your audience and provide your business with the capital it needs to keep growing. Our crowdfunding experts will walk you through practical ways to hone your pitch, map your network, strategically estimate your fundraising goal, market to your target audience, and design rewards that sell. We’ll also provide useful resources, playbooks, toolkits, etc that you will need to rock your crowdfunding campaign.
Cash flow is the lifeblood of a startup. Effective cash flow management is fundamental to a business’s success.
As a founder, understanding your cash position is super important and you must have a firm grasp of cash flow mechanics to keep your business operating smoothly. To help you stay on top of it, in this webinar, we’ll break down the basics of cash flow management and provide tips so you can guarantee a healthy cash flow for your business.
With a clear understanding of your company’s cash flow, you can get through downturns and be in a strong position to grow in a new post-COVID environment.
In 2016 we created the Fellowship For Female Founders, a 6 month+ program to support women from the New England area looking for their 1st outside capital to get the support they deserve.
This fellowship helps them Own Their Story, Own Their Numbers and Own Their Network so they can confidently OWN THEIR RAISE.
Tcn investment & inclusion panel - dei & vc firms- structural barriers to eq...The Capital Network
Recent conversations around DEI in VC firms have centered on diversifying portfolios and hiring. But what happens if the very organizational processes and governance of these firms are actively creating barriers to achieving DEI initiatives? In this conversation, we discuss Pledges, Riders, Board Placements and more to understand what works and doesn’t, and what VC firms can do differently to create structural change.
In 2016 we created the Fellowship For Female Founders, a 6 month+ program to support women from the New England area looking for their 1st outside capital to get the support they deserve.
This fellowship helps them Own Their Story, Own Their Numbers and Own Their Network so they can confidently OWN THEIR RAISE.
The Fellowship For Female Founders - Applications & What You Receive As A Fel...The Capital Network
In 2016 we created the Fellowship For Female Founders, a 6 month+ program to support women from the New England area looking for their 1st outside capital to get the support they deserve.
This fellowship helps them Own Their Story, Own Their Numbers and Own Their Network so they can confidently OWN THEIR RAISE.
The $2 trillion federal coronavirus relief package signed recently, officially known as the CARES Act, includes the nearly $350 Paycheck Protection Program to help small businesses affected by the Coronavirus Pandemic. The new loan program is designed to help small businesses with their payroll and other business operating expenses. The Small Business Administration (SBA) will forgive the portion of the loan proceeds that are used to cover the first eight weeks of payroll costs, rent, utilities, and mortgage interest.
The SBA and the Department of Treasury have released the information that will guide the programs. To help entrepreneurs better understand how can they benefit from the program, we created the webinar in partnership with the SBA, Cambridge Trust and the law firm Nutter to answer questions including:
Who are eligible for a Paycheck Protection Program loan?
How do businesses apply? What information is needed?
How much money can a business receive through the loan program?
When will the loans be available?
What’s the interest rate?
What does the payment schedule look like?
How does the Affiliation Rules affect VC-backed startup’s eligibility?
Can the loan eventually be forgiven? What’s the eligibility for loan forgiveness?
What if the PPP Loan does not cover a business’s needs? What are the other options under the CARES Act?
Unfamiliar with the SBIR program and don’t know where to start? Here are some tips from The Isis Group on how to prepare your company for your first SBIR/STTR submission.
You might be interested in getting your startup into an accelerator – and rest assured Boston has no shortage of options – but it’s hard to know exactly what the best options for your stage and industry are.
From business support, mentorship and desk space, to equity vs non-equity, marketing, and even prize money – accelerators offer a whole lot and can really help you develop your product, brand, and network.
Calculate Financial Projections for Investment PresentationsThe Capital Network
Financial Projections are key in all aspects of the fundraising process: Pitching, Valuation, Due Diligence, and in the long term planning of your company. Join our experts in an overview discussion of financial projections and learn the key metrics that will get investors to notice you, as well as those that will get you rejected. With the expert advice of serial Startup CFOs and VC Analysts we’ll walk you though the process of what you need to know. If you have no or little idea where to begin with your financial projections, this program is for you.
Understanding Angel & Venture Term Sheets: A Play In 3 Acts. An re-enactment of negotiations between entrepreneurs, engineers and investors. For early stage entrepreneurs and startups.
Kseniya Leshchenko: Shared development support service model as the way to ma...Lviv Startup Club
Kseniya Leshchenko: Shared development support service model as the way to make small projects with small budgets profitable for the company (UA)
Kyiv PMDay 2024 Summer
Website – www.pmday.org
Youtube – https://www.youtube.com/startuplviv
FB – https://www.facebook.com/pmdayconference
The key differences between the MDR and IVDR in the EUAllensmith572606
In the European Union (EU), two significant regulations have been introduced to enhance the safety and effectiveness of medical devices – the In Vitro Diagnostic Regulation (IVDR) and the Medical Device Regulation (MDR).
https://mavenprofserv.com/comparison-and-highlighting-of-the-key-differences-between-the-mdr-and-ivdr-in-the-eu/
[Note: This is a partial preview. To download this presentation, visit:
https://www.oeconsulting.com.sg/training-presentations]
Sustainability has become an increasingly critical topic as the world recognizes the need to protect our planet and its resources for future generations. Sustainability means meeting our current needs without compromising the ability of future generations to meet theirs. It involves long-term planning and consideration of the consequences of our actions. The goal is to create strategies that ensure the long-term viability of People, Planet, and Profit.
Leading companies such as Nike, Toyota, and Siemens are prioritizing sustainable innovation in their business models, setting an example for others to follow. In this Sustainability training presentation, you will learn key concepts, principles, and practices of sustainability applicable across industries. This training aims to create awareness and educate employees, senior executives, consultants, and other key stakeholders, including investors, policymakers, and supply chain partners, on the importance and implementation of sustainability.
LEARNING OBJECTIVES
1. Develop a comprehensive understanding of the fundamental principles and concepts that form the foundation of sustainability within corporate environments.
2. Explore the sustainability implementation model, focusing on effective measures and reporting strategies to track and communicate sustainability efforts.
3. Identify and define best practices and critical success factors essential for achieving sustainability goals within organizations.
CONTENTS
1. Introduction and Key Concepts of Sustainability
2. Principles and Practices of Sustainability
3. Measures and Reporting in Sustainability
4. Sustainability Implementation & Best Practices
To download the complete presentation, visit: https://www.oeconsulting.com.sg/training-presentations
Improving profitability for small businessBen Wann
In this comprehensive presentation, we will explore strategies and practical tips for enhancing profitability in small businesses. Tailored to meet the unique challenges faced by small enterprises, this session covers various aspects that directly impact the bottom line. Attendees will learn how to optimize operational efficiency, manage expenses, and increase revenue through innovative marketing and customer engagement techniques.
Business Valuation Principles for EntrepreneursBen Wann
This insightful presentation is designed to equip entrepreneurs with the essential knowledge and tools needed to accurately value their businesses. Understanding business valuation is crucial for making informed decisions, whether you're seeking investment, planning to sell, or simply want to gauge your company's worth.
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
𝐓𝐉 𝐂𝐨𝐦𝐬 provides unlimited package services including such as Event organizing, Event planning, Event production, Manpower, PR marketing, Design 2D/3D, VIP protocols, Interpreter agency, etc.
Sports events - Golf competitions/billiards competitions/company sports events: dynamic and challenging
⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
➢ 2024 BAEKHYUN [Lonsdaleite] IN HO CHI MINH
➢ SUPER JUNIOR-L.S.S. THE SHOW : Th3ee Guys in HO CHI MINH
➢FreenBecky 1st Fan Meeting in Vietnam
➢CHILDREN ART EXHIBITION 2024: BEYOND BARRIERS
➢ WOW K-Music Festival 2023
➢ Winner [CROSS] Tour in HCM
➢ Super Show 9 in HCM with Super Junior
➢ HCMC - Gyeongsangbuk-do Culture and Tourism Festival
➢ Korean Vietnam Partnership - Fair with LG
➢ Korean President visits Samsung Electronics R&D Center
➢ Vietnam Food Expo with Lotte Wellfood
"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
Recruiting in the Digital Age: A Social Media MasterclassLuanWise
In this masterclass, presented at the Global HR Summit on 5th June 2024, Luan Wise explored the essential features of social media platforms that support talent acquisition, including LinkedIn, Facebook, Instagram, X (formerly Twitter) and TikTok.
3.0 Project 2_ Developing My Brand Identity Kit.pptxtanyjahb
A personal brand exploration presentation summarizes an individual's unique qualities and goals, covering strengths, values, passions, and target audience. It helps individuals understand what makes them stand out, their desired image, and how they aim to achieve it.
Implicitly or explicitly all competing businesses employ a strategy to select a mix
of marketing resources. Formulating such competitive strategies fundamentally
involves recognizing relationships between elements of the marketing mix (e.g.,
price and product quality), as well as assessing competitive and market conditions
(i.e., industry structure in the language of economics).
B2B payments are rapidly changing. Find out the 5 key questions you need to be asking yourself to be sure you are mastering B2B payments today. Learn more at www.BlueSnap.com.
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
1. EMERGING COMPANIES GROUP
NAVIGATING FOUNDERS ISSUES
NUTTER McCLENNEN & FISH LLP
Conventional wisdom is that startups with cofounders succeed more often than startups run by solo entrepreneurs. Whether true or not, startups with multiple founders face key issues that will affect the company and its ability to raise money, grow, and ultimately be successful. By tackling the issues early, with candor and honesty, cofounders can often prevent damaging personal relationships with one another and can position the company for growth. In addition, the ability to make these hard calls is a good signal to investors and employees about the sophistication and maturity of the entrepreneurs.
Equity
Allocation; Control and Governance
The biggest question often faced by startups is allocating the equity among the founders. There is a tendency, mostly arising from a sense of “fairness,” to divide the equity equally, often with disastrous consequences. In situations where a company’s equity is held equally among the founders and they no longer agree on direction, the lack of a tie-breaking vote is often fatal to the company’s ability to make decisions and move forward. It is rare that the cofounders shoulder the same responsibilities, work the same hours, contribute the same intellectual property, or take on the same reputational risks. As a result, it is common that cofounders find such an arrangement unfair over time. More sophisticated entrepreneurs allocate the equity after a thoughtful consideration of the completed and expected contributions of intellectual property, cash and services.
That said, there are many situations, such as mergers, liquidations, management changes or other key decisions, in which founders want the ability to block such transaction without a supermajority of votes. This is the balance between the ability to move forward, and the danger of one majority cofounder acting as a tyrant. When setting these supermajority thresholds, founders should be mindful that, as the company grows and their ownership percentages in the company are diluted by future equity issuances, their relative voting power will also be affected.
Vesting
It might be intuitive that founders would own their equity outright, without restrictions. But as it turns out, this often leads to unwanted consequences. More sophisticated founders understand that there is huge value in subjecting founder equity to vesting, wherein each founder needs to earn all or a portion of his or her shares through the performance of management services. If a founder fails to perform such services, typically by leaving the company, his or her equity is subject to repurchase by the company for a nominal amount. This prioritizes and values “execution” over “ideas” in the ultimate allocation of equity, and incentivizes the founders to remain engaged.
By way of example, if, shortly after cofounding the company,
2. Founder A quits, it would seem unfair that the remaining cofounders would have to do the work and take the risks that might enrich Founder A. Additionally, the company is likely to need to hire a replacement for Founder A’s services, and such candidate is likely to demand a substantial equity stake to perform such services. In the absence of the ability to repurchase Founder A’s shares, the issuance of equity to Founder A’s replacement would dilute both the value and the percentage ownership of the other cofounders.
In order to protect the founders from losing their investment due to an involuntary termination by a capricious board, provisions can be included to ensure that the company’s repurchase right does not apply to situations where the founder was terminated by the company without cause or voluntarily terminated his own employment for certain specified reasons.
Founders should be aware that subjecting their shares to vesting has potentially significant tax consequences and that, in most cases, they should make a filing with the IRS under Section 83(b) of the Internal Revenue Code after consulting with their attorney.
Restrictions on Transfer
Except for restrictions imposed by securities laws, a founder is typically free to transfer his or her shares at will. That prospect, however, does not usually sit well with the other founders, as it leads to the possibility that voting and economic rights could be transferred into the hands of a third party with whom the other founders have no existing relationship or worse still, a competitor. For these reasons, it is pretty typical for founders to agree to certain upfront restrictions on the transferability of their shares. Such restrictions can take several forms, including an outright prohibition on transfers without the consent of a certain percentage of the other stockholders, or a “right of first refusal” in favor of the company or the other stockholders.
Under a right of first refusal, before a founder can transfer his or her shares to a third party, he or she first must offer them to the company and/or the other stockholders at the price at which the third party has agreed to pay for them. The right of first refusal provides some protection, but to the extent that the company or the other stockholders don’t have the available cash to purchase the applicable shares, the transferring founder would then be free to transfer his or her shares. An accompanying right that you often see alongside the right of first refusal is a co-sale right. Although more common in an angel or venture-capital lead financing, the co-sale right is an agreement between the founders that, if any one of them finds a purchaser for his or her equity, the other founders will be able to participate in such sale by including a portion of their shares on a pro rata basis.
When coupled together, the two provide the non-selling founders with a bit of an upside, as they’d be able to exercise the right of first refusal if they think that the price offered by the third party is too low, with a chance to exercise their co-sale rights if they think the third party price is too high. Certain exceptions are typically made for transfers made to family members or estate planning vehicles if the transfers are being made for bona-fide estate planning purposes.
Founders should expect, however, that in most cases their shares will be completely illiquid until a sale or IPO of the company.
Death/Disability of Founders
Although not pleasant to think about when forming a company, founders should consider the proper course of action in the event that one of them dies or becomes completely disabled. Absent any contractual provisions to the contrary, a deceased stockholder’s shares would pass to his or her estate. The surviving founders may want to prevent the deceased stockholder’s shares from ending up in the hands of his or her heirs, especially if the deceased stockholder owned a large percentage. It’s not untypical for founders to agree that the company and/or the surviving stockholders have the option to repurchase the deceased stockholder’s shares from the estate at the then-fair market value or some other agreed-upon price. In many cases, this buyback is funded by “key man” life insurance policies maintained by the company on the lives of their founders. Investors also often demand such policies because it is another way to ensure the company has resources to prevent dilution upon having to hire replacement senior management.
Intellectual Property and Restrictive
Obligations
It is important in forming a company for all of the participants to fully contribute the intellectual property related to the business to the company. Through an “assignment of inventions” each founder should be required to assign to the company any intellectual property related to the business, whether developed before or after formation of the company. When combined with obligations of non-disclosure, non-competition and non-solicitation, a company can best protect the commercial value of the innovations being developed. Each founder should be motivated to ensure than any person leaving the company’s employ cannot take with them the valuable intellectual property which they have collectively generated. Where cofounders wear multiple hats, or have multiple ventures, it is important to determine exactly what is and is not being contributed to the company.
Conclusion
While founders might be in agreement on how things should be resolved on day one of their company’s existence, their points of view might change drastically at any point along the path, often clouded by self interest. This makes it all the more important to think through these issues early and address them upfront in a founders’ agreement. While there is no universal answer as to the “right” way to solve these complex issues, it is almost always true that it is faster, better and cheaper to deal with the hard questions early rather than wait until a time the cofounders have clearly opposite priorities.
This article was prepared by Jeremy Halpern and William J. Bernat, members of the Emerging Companies Group at
Nutter McClennen & Fish LLP. For more information, please contact Jeremy, Will or your Nutter attorney at 617.439.2000.
This article is for information purposes only and should not be construed as legal advice on any specific facts or circumstances. Under the rules of the Supreme Judicial Court of Massachusetts, this material may be considered as advertising.
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