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[background:] we have a 12 months old startup in the services space with some awesome IP and so far 3 clients signed up for 48 months on average we are generating revenues and burning 4 times as much as we make, and in need of seed or 1st funding, it's been all owner's equity thus far.

[situation:] We have been offered a deal for 50% of the company from a private equity firm that appear to have a good reputation for growing and exiting after 4 yrs.

[deal:] 50/50 and equally pro rata dilute after capital has been injected from a 3rd paty (most probably a related entity to the PE )

[concerns:] are that the capital will be injected by the PE, our shared will be equally diluted and the "friendly" backer + the PE will combined will have greater voting rights than the founders, and we may lose control..

[measures:] we need to engineer a way to secure our voting rights and retain as much control as we can. Suggestions I have had are:

  • preference shares (at least we get a say for transactions over X)
  • secure voting rights, position as director
  • find a way that we cannot be kicked off the board

We are fairly green to the finance and structuring side of things.. any entrepreneur who has been through this kind of thing recently ?

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1 Answer

You will certainly get diluted if you take more money -- that's sorta the nature of the beast.

At some point, the more money you take, the more control you will lose. The ideal case is that you give up the least amount of ownership/control for dollar raised but sometimes, if you need the money, you just have to settle for less control.

Typically, board seats are allocated for each class of stock and/or percentage ownership.

Founders usually get at least one board set. Seed stage gets one and then it gets a bit murky. Usually, the CEO is Chairman of the Board, so if that's one of you, then you have one spot secured. In addition, it is not uncommon to have one other board seat that is founder/employee friendly.

Founders/employees typically do not get preferred shares but you can put in clauses that would require all stock groups to vote. I have not really seen that done so much.

I would recommend you talk with an attorney that deals with startups. They have done tons of deals like this and can make suggestions.

If you are in Silicon Valley, there are a lot of great ones to choose from.

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