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first of all I need to tell you about my background. I am an Internet/Software engineer, came up with a great idea and little knowledge do I have about business.

Fulfilling the need for a partner in this big scale project, I decided to go with a friend of mine with whom I've worked before, he understands technical details and has some more business experience (he's 10 years older and served as a director for quite some time).

In order to pull this project off we need around 600k Euro, which we, the two partners, have not. So a close friend of my partner that owns a stock market services company, decided to help us. We arranged a meeting, presented the project to his partners and they said they are interested.

Here's what they proposed: - Split the 600k budget in 50k-100k chunks and "sell" these chunks as a high risk investment product to interested customers(they are an investment company). All these chunks (summing up to 600k) are the 49% of the company. - 5% goes to the investment company that manages the whole thing - Remaining 46% splits 50-50 between me and my partner, getting us 23% each.

Of course, the investors and investing company (51%) will try and hope that a 1st round of VC will come early enough, so they can cash out part or whole of their percentage in order to get some return from their investment. Everyone's percentage is diluted according to the valuation at that time.

That being said, what I am asking is:
- what dangers or threats might this scheme introduce to me and my partners interests
- what dangers it might introduce to the company's viability regarding the fact that the initial investors will probably want to cash out as soon as they have a reasonable return of their investment
- what am I facing if my partners gets "manipulated" by his friend in the investment company (partner + investment company + investors > my percentage) and decide to somehow harm my interests?

I understand that this information is too little to come to a safe conclusion and that even the company type and country of establishment laws play an important role. So what extra information on this plan do I have to ask for so I can get to a safe decision?

Thanks in advance for your kind comments

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5 Answers

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Terrible idea. This is so far away from the typical way good high-tech companies are financed that you are probably dealing with people that have no experience in financing high-tech companies. That alone should send you running away screaming. Here are the three big problems I see:

  1. You're giving up too much equity too early. When you need to raise more money later on, there won't be anything left to give. The maximum that you want investors to own over the entire life of a business up until the exit or IPO should be 50%, because the founders need to own 50% or more to be motivated to keep working. By giving up this much equity, you won't be very motivated, and you'll have no shares left to give the next investors who come along when your product is much more developed.

  2. The idea of splitting up the investment among a group of smaller investors is unmanageable. I don't even know how you'll find investors like this, who are willing to invest large amounts of money in a startup that they have no way of understanding or monitoring or helping. Real investors who want to invest in high risk startups give their money to VC funds and other professional managers who they trust will vet the companies and monitor them. The fact that your financier does not understand this makes me very suspicious that they don't know much about startup financing at all.

  3. This is the classic example of "dumb money." You need investors that can help you, make introductions, help you with advice and help you learn how to build a business. You don't need people who don't even understand how startups are done as investors... they will constantly do random and useless things.

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The big danger I see here is you guys instantly lose control of your business at a very early stage. If I were you, I would be wanting a controlling share between you (more than 50%).

You also want to keep your share fairly high, because you will be doing all the work. If you bring in later rounds of funding and your share is small, you might find your share is diluted to the point that it is no longer motivating for you to continue with the startup.

Also, what are these guys bringing to the table besides money? Can they help you with industry contacts, key staff, marketing etc? If not, they may be the wrong investor.

I don't like the fact that they are on-selling their risk. It means they have very little incentive to help make the business successful.

Also, I absolutely agree with alphadogg. Shares should be divided up based on a company valuation and the amount of equity being injected. You might need to talk to an accountant about this if you don't know how to do the figures yourself. (They are not simple.)

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I'll try to split my answer into 2 sections, one answering some of the specific questions that OP has, and another pointing to a different approach to this.

Section 1

  • what dangers it might introduce to the company's viability regarding the fact that the initial investors will probably want to cash out as soon as they have a reasonable return of their investment

Basically, you're on dangerous ground here.

VCs don't like to "pay" for early-stage investors cashing out, and leaving the company (i.e. buying out early stage investors' equity). As VCs see it, the early stage capital has been 'used up' in getting the company to a stage where VC financing is possible, and the new capital from the VC should go 100% towards new value creation, not towards reducing risk for the early stage investors.

As I understand your question, you're giving away 54% ownership just to build a well-polished 'proof of concept'? That's bad, because you will probably need follow on investment to build out the company, but there isn't much ownership left to give away without diluting the founders into oblivion.

  • what am I facing if my partners gets "manipulated" by his friend in the investment company (partner + investment company + investors > my percentage) and decide to somehow harm my interests?

Plenty. But if a >50% owner group wants to play destructive and dirty games, then as a minority owner there is little you can really do. Shareholders' Agreements and similar contracts can only cover a finite set of situations. Your main defense is a) pick your co-owners with care, b) have a good set of contracts written up by a skilled lawyer, c) stay indispensable.

Section 2

Your main problem is the high capital requirement to get to proof of concept. You really really should find a way to accomplish this for less money.

Now, it could be that you're in biotech or something where building products just costs large amounts of money. But you wrote "internet/software engineer", so I'm assuming an Internet / web application. For almost all Internet applications it should be possible to concentrate on a smaller part of the problem, and build a Minimum Viable Product for far less than €600k. Research the "Lean Startup Methodology" and find a way, somehow.

There are other things that are wrong with your suggestion -- fx the investors don't bring industry-specific knowledge or connections like a good VC or Angel team would. But I'll concentrate on the "reduce capital needs for Minimum Viable Product" part, since I think it's the most important lever in this case.

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There's something wrong in this picture. There's no talk of valuations, revenues, financial plans, etc. How was the 49% arrived at?

Basically, you have to establish a pre-money valuation. In five years, what will be your revenues, and what general multipliers are applied in your industry? You then work backwards from that. Of course, the looser the plan, the more it becomes highly subjective, and many times that is what happens. But, it doesn't mean that you shouldn't do the exercise between you and the investors.

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The investors getting 49% of the business for €600k implies a pre money valuation ("what your idea plus you is worth") of a little over €600k; the post money value is a little over €1.2M (pre money + cash).

I'm going to guess that the reason you are thinking of spending this amount of anyone's money suggests you believe you're going to create far more value.

If this is being sold as high risk, then investors will want an expectation of high returns. If €600k is sufficient to get you to a next investment round or exit in 5 years, a valuation of €10M at that point gives just under €5M to the investors, an annual return of 48%. And that may well be the kind of target you should be looking for. And an investor is going to want to see how this is going to be achieved, before parting with their €60k.

So an important question is, who is the real investor here? It could be those 6-12 'chunk' investors. Or it could be the investment firm - if in essence it's selling those investors its own management skills. What is the valuation being sold to the investors, and how is it justified? And if the real investor is the intermediary, what is their view of value, how have they derived it, and how can you compare with other views, benchmarks and methodologies?

Now, here's where things can get complicated. Because you haven't exchanged 49% of the business for €600k of cash put into the business account, you've exchanged 54% for that figure. You and your partner do not have a controlling share - in all probability the controlling share is controlled (and partly owned) by the investment firm.

I can't imagine being comfortable with that situation. Not in general, but because we're so close to the margin. 51% for the co-founders is very, very different from 46%.

If the figures are generally in line, if it were me I'd rather pay the investment firm 10% out of the funds raised - €60k, pretty much the book value of that 5% they're planning to keep. Or they can take that in shares - from the 49%, not in addition to it. That leaves €540k cash available to develop the business - and a task for you to make that enough, by judicious use of funds. (Simple business plans tend to understate costs, but also most competent financial managers can squeeze or phase costs to your advantage.)

Then I'd want to write an agreement with my partner that gave each of us first right to buy any or all of the other's shares at an appropriate value in the event they wanted to sell, plus arrangements for withdrawal from the business, death and so on. In other words, I'd want to prevent a situation where control passes from the pair of us acting jointly - or room for a third party to start playing us off against each other.

That way, I'd be happy we have what we want - cash to make our business happen, retaining control and accountability within the founding team.

But what if the figures aren't right? I'd want to get a better view of what's actually reasonable here.

Of course, I hope that all this understates the value - in which case, I'd want that €600k in exchange for less equity released. Ideally, I'd like to be holding enough equity so that we could go another round and still keep a controlling share. Again, you need to get a proper view on valuation to know if you could be in this territory.

It's also possible that we're overstating the value, or underplaying the risk. In this case, my personal rule of thumb is that below €5M input I want to keep control, above that level there are lots of situations where I'm going to be happy to end up with a small stake.

So for me, if this latter case were my view, I'd be looking for sensible ways to break the investment into discrete stages - maybe €250k can get me to some meaningful milestones.

In this case,

a. If we're successful, we'll let less equity go in this high risk round, the next investment round should be lower risk, so the money will cost less. And I'm still in the same ballpark, so in the success case the investment managers can help me next round and avoid the distraction and uncertainty of the fund-raising process.

b. If it doesn't turn out as we expect, we've either failed more cheaply, or what we've learned lets us construct a more meaningful plan - we'll know the true costs, timescales and risks far better.

This kind of approach can also be built into a single round. Instead of offering a single high risk investment, the cash could be delivered to the business in two rounds, the second contingent on certain agreed and objective measures and targets. If there's a meaningful way to do this, the risk being offered is high on the first cash call, medium on the next - so the blended risk is lower, and by implication the returns needed are less. I like arrangements of this sort when (and only when) there's a genuine and natural way of creating those meaningful measures and targets. But it's important to have defined what happens by default if they aren't met.

To summarise: retaining control, and executing sensible agreements between the two of you as co-founders, create protection from your concerns. And you really need to get another view of valuation to know whether the numbers behind this proposed deal make sense.

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Great answer! :-) One little thing, did you mean that €600K for 49% ownership implies a pre-money valuation of 100 * (€600K/49) = €1224k ? – Jesper Mortensen Dec 23 '10 at 13:05
No, I don't think so. The way I calculate it, €600k for 49% is €1,224k post-money, €624k pre-money. – Jeremy Parsons Dec 29 '10 at 16:10

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