the funders for my projects plan to put up a holding corporation. this holding corporation is intended to fund feasible projects by various project proponents not only those projects by me but majority of the projects are contributed by me. and the more projects for them to be funded, the better for them since this is where they will earn. i also helped them considerably by providing info on how to set up a holding corp., advantages and disadvantages, organizational chart and structure, sharing scheme etc. since they are not so adept into the details of setting this up.in short, i am just a here on a sweat equity since i have no capital to invest here.
they want me to put up another subsidiary holding corporation under their mother holding corporation wherein all the projects contributed by me for funding will be under it. and they don't want me to have a seat in the board of the mother holding corporation nor to have an equity share or profit share nor a position in the mother holding corporation.i suggested that i be the COO since i am exposed in handling the operations of the projects but they declined.my equity share and profit share will be in the subsidiary holding corporation.
my proposal is: i put up the subsidiary holding corp for my projects but at the same time i have a seat in the board in the mother holding corp and be the COO in charge of all projects evaluation for funding including those that were applied directly to the mother holding corp. and not my projects as well as the monitoring of the operations of such projects and may have a profit share in those projects and also have an equity share.
they declined my proposal for the following reasons: 1.)that i may have a conflict of interest and have double compensation if i still have a seat in the mother holding corp.
my biggest concern/s are the following:
1.)if other project proponents would know that the mother holding corp. is accepting other project proponents/applicants directly to their holding corp., those that i have contacted already may just go directly to their corp rather than to be under the subsidiary holding corp handled by me and where i have my equity and profit share. in other words, i don't have a very strong protection even though they intend to give me a written full authority for those project proponents to just contact me and be under my subsidiary holding corp.
2.)if i dont have a seat in the mother holding corp.,i may not have a voice in the decision making regarding the evaluation and eventually approval for funding of my projects.
3.) if i dont have a seat in the board, mother holding corp may not easily release funds which may affect the operations of the projects under the sub holding corp.or the worst they may just easily withdraw their investment.
4.)those projects contributed by me for example on the real estate development which will be under the subsidiary holding corporation may be competing with the same nature of the project on real estate dev. contributed by other project proponents and becomes another subsidiary corporation of the mother holding corp.meaning, under one mother holding corp., there will be same industry projects competing against each other. one that is under my subsidiary corp and the other one is another subsidiary corp put up by the mother holding corp. for the projects contributed by the other project proponents.
i just want to be protected since majority of the projects were contributed by me and i dont want to be under their mercy in the future.