How to design the entry and exit mechanism of partner (shareholder) equity

How to design the entry and exit mechanism of partner (shareholder) equity

1. Who can be a partner?

1. What talent is a partner?

The holders of the company's equity include the team of partners (founder and co-founder), employees and external consultants (option pool) and investors. Among them, the partner is the company's largest contributor and equity holder.

A person who has both entrepreneurial ability and entrepreneurial mentality, who has 3-5 years of full-time investment expectations, is a partner of the company. The main thing to note here is that the partner is a person who can fully participate in the expectation in the company for a long time in the future, because the value of the startup company can be realized after a long time by all the partners of the company. Therefore, for the co-founder who has withdrawn from the company, after withdrawing from the company, he should not continue to be a partner of the company and enjoy the expected value of the company's development.

The [depth] binding of [long-term] [strong relationship] between partners.

2. Who should not be a partner of the company?

It is easy for God to send God, and entrepreneurs should carefully issue shares according to the standards of the partners.

(1) Resource promiser

Many entrepreneurs may need to use a lot of resources to start the development of the company in the early stage of entrepreneurship. At this time, it is most easy to promise too much equity to the early resource promisers and turn the resource promisers into company partners.

The value of a startup requires the long-term commitment of the entire startup team to achieve time and energy. Therefore, for those who are only committed to investing resources but not fully engaged in entrepreneurship, it is recommended to prioritize project commissions and discuss interest cooperation rather than equity binding.

(2) Part-time staff

For part-time personnel who are technically NB but do not participate fully in entrepreneurship, it is best to issue a small amount of equity in accordance with the company's external consultant standards. If a person does not work full-time in the company, it is not a founder. Anyone who works for the company while doing their other full-time jobs can only pay wages or wages, but don't give shares. If the "founder" has been doing a full-time job until the company gets a VC and then resigns to work full-time, the company is not much better than the first group of employees. After all, they did not take other initiatives. The same risks as people.

(3) Angel investors

The logic of venture capital is: (1) investors invest big money, occupy small shares, buy shares with real money; (2) venture partners invest small money, accounting for large shares, earning equity through long-term full-time service companies. In short, investors only pay for it and don't contribute. The founder both paid (a small amount of money) and contributed. Therefore, the price of the stock purchase of the angel investor should be higher than that of the partner, and the stock should not be acquired at a low price according to the partner's standard.

This situation is most likely to occur when the formation team starts a business, the founding team and investors allocate equity according to the proportion of capital contribution. The investor does not participate in the venture full time or only invests part of the resources, but it occupies too much equity in the team.

(4) Early ordinary employees

The distribution of equity to early ordinary employees, on the one hand, the company's equity incentive costs are high. On the other hand, the incentive effect is very limited. In the early days of the company, a 5% equity interest in a single employee was likely to have no incentive effect for employees. Even the company was swaying and drawing a pie, which was a negative incentive.

However, if the company issues incentive shares to employees in the middle and late stages (for example, after the B round of financing), it is likely that the 5% equity will solve the incentive problem of 500 people, and the incentive effect is very good.

2. How is the shareholder's equity distributed?

1. The equity allocation design of early startup companies mainly involves two essential issues: one is how to use a reasonable shareholding structure to ensure the founder's control over the company, and the other is to help the company obtain more resources through equity distribution, including finding Strong partners and investors.

2. The equity distribution rules will fall as soon as possible.

One problem that many startups are prone to is that in the early days of entrepreneurship, everyone will work together and don't consider how many shares they own and how to acquire them, because the company's equity is a short check at this time. By the time the company’s money scene becomes clearer and the value that can be seen in the company is getting bigger and bigger, the early founding members will be more and more concerned about the proportion of shares they can get, and if we discuss the equity at this time, Points, it is easy to cause the distribution method can not meet everyone's expectations, leading to team problems, affecting the company's development.

3. Equity distribution mechanism.

In general, the participants in the company's shareholding mainly include company partners (founders and co-founders), employees and external consultants, and investors. When designing the equity structure in the early stage of entrepreneurship, it is necessary to ensure that such equity structure design can facilitate post-financing, late talent introduction and incentives.

When an investment institution is ready to enter, the investor generally asks the founding team to reserve a portion of the company's shareholding ratio as an option pool before the investment is entered, and reserve it for the employees and the company's equity incentive plan. So as not to dilute the investor's shares later. This part of the shares reserved as equity pool is generally held by the founder.

Before the investment comes in, the original entrepreneurial shareholders can also reserve a portion of the shares into the equity pool for subsequent financing according to the company's financing plan in a certain period of time. In addition, some shares are reserved for equity. Pools are used to continually attract talent and motivate employees. The original venture shareholders distributed the remaining shares in accordance with the agreed proportion, and the shares of the equity pool were held by the founders.

4. Partner equity holding.

Some start-up companies will adopt the method of partner equity holding in the early stage of industrial and commercial registration, that is, some shareholders will hold the shares of other shareholders for industrial and commercial registration, to reduce the frequent equity changes caused by the departure of the core team during the initial period, and wait until the team Give it after stabilization.

5. Equity binding.

The true value of a startup's equity is that all partners are bound to the company for a long time, earning equity through long-term service companies, that is, equity is gradually redeemed according to the number of years the founding team members work in the company. The reason is very simple. The startup company is made by everyone. When you stop serving the company at a certain point in time, you should not continue to enjoy the value created by other partners.

The bond binding period is preferably 4 to 5 years. Anyone must do at least 1 year in the company to hold shares (including the founder) and then redeem a certain percentage of the shares year after year. There is no "share binding" clause, and it is not reliable for you to send shares to anyone!

6. Some partners do not take or take very little wages. Should they give more shares?

In the early days of entrepreneurship, many founding team members chose not to take wages or take only a small salary, and some partners need to get wages from the company because of their individual circumstances. Many people think that the founder who does not take wages can take more shares as a reward for not getting paid in the early stage of the venture. The problem is that you can never figure out how much more should be given as a return to the initial wages.

One of the better ways is that the founder is paying wages to the partners who do not get the salary. When the company's finances are loose, the wages are reissued according to the debts.

You can also solve the other problem in the same way: if some partners provide equipment or other valuable things, such as patents, intellectual property rights, etc., the best way is to give them a premium through a premium, the company has money. Then compensate.

Third, the partner's equity exit mechanism

In the development process of a startup company, there will always be fluctuations in the core personnel. In particular, the partners who have already held the company's equity exit the team, and how to deal with the shares in the hands of the partners can avoid the influence of the partner's equity problem on the normal operation of the company.

1. Appoint the exit mechanism in advance and manage the partners' expectations.

Set up the equity exit mechanism in advance, and agree on the equity and return form to be returned after the partner withdraws from the company at what stage. The equity value of a startup company is that the long-term service of all partners is earned by the company. When the partner withdraws from the company, the equity held by the partner should be withdrawn in a certain form. On the one hand, it is more fair to other partners who continue to work in the company, and on the other hand, it is convenient for the company to continue to develop steadily.

2. Shareholders withdraw midway and share premium repurchase.

The withdrawal of the partner's share repurchase method can only be stipulated by the advance agreement. When exiting, the company can repurchase the equity of the partner according to the valuation of the company at that time. The price of the repurchase can be appropriately determined according to the price of the company at that time. Premium.

3. Set high liquidated damages clauses.

In order to prevent partners from withdrawing from the company but disagreeing with the company's share repurchase, a high amount of liquidated damages clause can be set in the shareholder agreement.

Fourth, dispelling doubts

Can the maturity of the partner's equity maturity and the exit mechanism of the repurchase share repurchase be written into the company's articles of association?

The Trade and Industry Bureau usually requires companies to use their designated charter templates. These exit mechanisms for equity are difficult to write directly into the company's articles of association. However, the partners may separately sign an agreement to stipulate the exit mechanism of the equity; the company's articles of association and the shareholder agreement shall not conflict as much as possible; in the shareholder agreement, if the company's articles of association conflict with the shareholder agreement, the shareholder agreement shall prevail.

How do I determine the exit price when my partner exits?

The share repurchase is actually a buyout and it is recommended that the company’s founders consider one principle, one method.

One principle is that they usually recommend the founder of the company. On the one hand, the partners who withdraw from the company can recover the shares in whole or in part; on the other hand, they must acknowledge the historical contribution of the partners and repurchase the shares at a certain premium/or discount. . This basic principle is not only related to the withdrawal of partners, but also to the significant long-term cultural construction of enterprises. It is very important.

"One method", that is, how to determine the specific exit price, it is recommended that the company's founder consider two factors, one is the exit price base, and the other is the premium / or discount multiple. For example, you can consider a certain premium repurchase according to the purchase price of the partner to buy the equity, or a certain premium that the withdrawal partner can participate in the distribution of the company's net assets or net profit according to its shareholding ratio, or according to the company's latest round of financing. A certain discounted price repurchase of the valuation. As for which exit price base to choose, companies with different business models will have differences. For example, although Jingdong was listed at a valuation of about 30 billion US dollars, the company's balance sheet is not very good. Many Internet new economic companies have similar situations.

Therefore, on the one hand, if the partner can participate in the distribution of a certain premium repurchase of the company's net profit when the partner withdraws, the partner is likely to have been idle for N years, but will be cleared when exiting; but on the other hand, if According to the company's latest round of financing valuation repurchase, the company will face a lot of cash flow pressure. Therefore, for the determination of the specific repurchase price, it is necessary to analyze the company's specific business model, so that the exit partner can share the growth income of the enterprise, and the company does not have excessive cash flow pressure, and reserves certain space and flexibility.

If the partner is divorced, what should the equity do?

In recent years, the divorce rate has risen and the divorce rate of entrepreneurs may be higher. The handling of property after marriage, including equity, is a tricky issue. The divorce incident affects not only the family but also the timing of the development of the company, such as Tudou. Marriage is also likely to result in changes in the actual controller of the company. In principle, the property during the marriage is the joint property of both spouses, but the spouses can separately agree on the ownership of the property. Therefore, the spouse can sign a potato clause to stipulate that the spouse waives any right to claim the company’s equity. However, due to the recognition of the contribution of the spouse's marriage, and in order to obtain the recognition of the spouse, the relationship between the husband and the wife is not red because of the equity relationship. At 7:00, they have their own potato clause to renovate the design. On the one hand, to ensure the divorce spouse. Non-intervention affects the management decision-making of the company; on the other hand, guarantees the economic rights of the divorced spouse.

After the equity is issued, it is found that the equity acquired by the partner does not match its contribution. What should I do?

The company's equity is issued to the partner at one time, but the contribution of the partner is in place, and it is very easy to cause the equity allocation and contribution to not match. To hedge against such risks, consider:

(1) The partners are responsible for the parties during the running-in period. Therefore, you can fall in love and get married again;

(2) In the initial stage of the venture, reserve a larger option pool to reserve space for the later equity adjustment;

(3) The mechanism of mature maturity and repurchase can also hedge this uncertainty risk.