7 ms·
Ask HN: Fair share deal between me and my cofounder
Hi,
let me quickly explain my situation. I quit my job in March this year and started working on creating a prototype which
is nearly ready to launch now (we just need a few more servers). During that time I exchanged the ideas I had with a
friend of mine. He quit his job 3 months afer I do and after I finished the prototype (he probably wouldn't have quit
his job if he hadn't seen the prototype working).
The inital impuls, ideas and also the ideas we are now following all come from me. I also relocated back to my hometown. We also got accepted
in an incubator and got free offices and coaching for at least 4 months, which I would say, is mainly because of the working prototype I
created.
We are probably exploring two different business ideas at the same time. One idea is a pure search related web startup. For that case I definitely don't
need my cofounder (as he is more the business guy), and if I would like to have a cofounder for that part, I would definitely like a technical person.
In addition to that we are exploring a more tradional business (we are resuing the software I created to sell a service to local companies). This one requires
selling stuff to people and this is where my cofounder comes in. I'm pretty sure I can't do both things alone.
Anyway, for the second type of business there are two parts. The technial one (I nearly completed) and the selling part, which then has to be completed. Now,
I don't know if my cofounder is even good at doing this (as he doesn't have any experience doing this (worked in consulting business), is still relatively youg
as I am, and probably doesn't ahve many connections, and I also don't know him very well).
If he would fail, I would end up not only losing money, but also time (which is the most precious), even though I probably would have fullfilled my part.
My idea was to let us both invest an initial sum of x into our company and we both wouldn't take out any salary out of it in the first months. In addition, the 3 months
revenues (let's say y, a little bigger than x) I lost from quitting my job earlier than he did (as he was still earning money at that time) are virtually added
to the sum I'm investing. In addition there is also risk of quitting the job first and creating the prototype, idea, relocating and the incubator which I would
like to weight somehow as well. But I'm not yet sure on how much this is worth. Also there is the risk that he doesn't sell anything at all. In that case I would
like to get rid of him, as he is simply wasting my time. So my idea on this part is to make a deal that if he doesn't manage to get that many customers and doesn't
generate that much revenue in a given time frame, he simply has to hand over his shares to me. In that case I could still contine business idea 1 or even consider
going further with business idea 2, depeding if there is still a chance. I would however have lost a lot of time (also explaining things to him and discussing things...).
The easiest possibility would be to only overwrite him his shares if he reaches his goal, instead of taking them from him away (from a legal view). But I don't think he
will agree with that one.
I was thinking of a 65:35 deal (alone moneywise it would be more like 2.2:1, let alone the imaterial things I didn't add, like the idea, risk, etc...),
but I think it is too high. But if he manages to get us profitable by the end of year, I find it is ok as I also benefit from it, allthough I took a much higher risk than he did (also timewise).
Another related question. Is it common that all shareholders have to agree to sell a company or is this more uncommon?
What are your thoughts on this? Is there something I forgot and I should pay attention to?
- brianlash 18y agoI can only answer one piece of your question, and it's just a suggestion: agree to allocate your shares over time. Set out a schedule (say, every quarter) that you'll use to decide who deserves what portion of the equity. Have guidelines around work expectations and performance goals, and include a 3rd party in your meetings if you need to. That way you can closely tie compensation to performance, and there are no surprises because each party to the agreement knows what to expect (even if you both work with 65/35 in mind). It sounds bizarre, but it's not so uncommon in practice. Case in point, a company that stands out in my mind as having adopted such an approach did so on the advisement of its legal team. >Is it common that all shareholders have to agree to sell a company or is this more uncommon? My gut tells me the need to sell is uncommon. Usually there's a buyout clause in the Operating Agreement that specifies how ownership will change in the event that one of the firm's managers leaves (or dies): http://www.docstoc.com/docs/294674/Sample-LLC-Operating-Agreement http://www.docstoc.com/docs/294674/Sample-LLC-Operating-Agre...
- anotherguy 18y agoAt first I proposed a 90:10 offer with options to reach 35% but he didn't agree with that. The current plan (to take away his shares if he doesn't meet his goals) doens't differ much from this though.
- igurari 18y agoI am presently in a very similar situation. One possibile solution suggested to me by a lawyer friend would be to set up two companies: one jointly owned by you and your friend, and the other owned solely by yourself. Your company would own the code you produced to date and then license it out to the jointly owned company. You could then build in an agreement where the jointly owned company has the right to purchase the code for a nominal sum at some future date if certain benchmarks are met. This should give you the flexibility and protection you seem to want. You could agree to move forward with your friend as a business partner, but if he turns out to be a flop, you still have ownership over your code. At the same time, your partner should feel confident that if he performs his part, he won't be shortchanged. As for the appropriate percentages, I am also currently grappling with this issue. I haven't settled on a figure yet, although I recall reading somewhere that the best deals are where both parties feel shortchanged.