Let us use the story of "cake" to help you understand what factors are considered in the macro-level equity structure design.
Factor 1: Who will cut (divide) the cake (company control)
Factor 2: How to make the cake bigger (equity incentive problem)
Factor 3: How to sell the cake at a good price (equity financing problem)
Next, let's talk about it bit by bit.
Factor 1: Who will cut (divide) the cake (company control)
The problem of cutting (dividing) the cake actually refers to the control right of the company. The control right of the company is related to the control of voting rights, the selection of directors, the influence on the resolutions of the shareholders' meeting and the control of the company's operation and management.
In recent years, the media reports such as "the dispute over the control of real Kung Fu", "the dispute over the control of NVC lighting in Wu Changjiang" and "the dispute over the control of Vanke" have taught us painful lessons, and more and more entrepreneurs have begun to pay attention to the control of enterprises.
If entrepreneurs want to control the company, what kind of design should the ownership structure do?
Entrepreneurs can directly rely on equity to control, including absolute control, relative control and negative control.
1. is absolutely controlled, holding more than 67% of the shares, and enjoys absolute control over major matters of the company (capital increase, capital decrease, merger, division, liquidation, change of the company's organizational form, amendment of the company's articles of association);
2. Relative control, holding more than 565,438+0% and less than 67%, and having control over general matters of the company except major matters of the company;
3. Negative control, holding more than 34% and less than 565,438+0%. Although we can't make decisions on important matters of the company, we can veto some matters and exercise the veto power, thus negatively controlling the company.
Use equity to control the company. Please pay attention to the following points during the specific operation:
1. At the beginning of the company's establishment, it is necessary to establish a "head of the company" and create a "unipolar stability" control situation. This kind of absolute control or relative control has the lowest design cost and the best effect;
2. Try to avoid a balanced ownership structure model, which will easily lead to company deadlock;
3. Once there is a problem with the ownership structure, it must be corrected in time, and the unscientific ownership structure must be broken through partial subscription, capital increase and share expansion, and equity transfer;
4. In addition to equity control, control can also be implemented by voting entrustment, signing a concerted action agreement, holding equity on behalf of others, having voting rights for class shares (AB shares), setting up a limited partnership and serving as GP, and operating control (such as controlling official seal, business license, and establishing alliances with teams).
Factor 2: How to make the cake bigger (equity incentive problem)
"What is the most expensive thing in 2 1 century? -talent! "
Cultivating and retaining talents is the most fundamental core competitiveness of enterprises. Therefore, through equity incentives, start-up companies make the incentive object "think and work like a boss" in order to gather talents, cultivate talents and retain talents, thus making the company cake bigger.
From the perspective of equity structure design, entrepreneurs need to consider whether to reserve "equity pool" for stock incentives when designing equity. The reserve ratio is too large, which may affect the company's control; The reserve ratio is too small, which may not achieve the purpose of motivating talents.
In specific operations, please follow the following principles:
1. In the initial stage, the company's prospects are uncertain, the risks are relatively large, and employees' demand for equity incentives is not strong. At the present stage, if equity incentive is to be implemented, its object should be limited to the core personnel of the company;
2. When designing the proportion of reserved shares, start-up companies should ensure that the control and stability of the company will not be affected when the shares are lifted in the future. When determining the total reserved amount, it needs to be determined according to the wishes of the founding shareholders, the salary level of the company, the scale and development stage of the company, and the situation of the same industry. When judging the amount distributed to individuals, we should give consideration to fairness and efficiency, affirm the value contribution and attract people's attention;
3. There are many modes of equity incentive, which can be "real shares" or "imaginary shares". Among them, the real stock index incentive object can obtain real equity and shareholder status; The incentive object of virtual stock index can not obtain real equity and shareholder status, but can enjoy the relevant property rights of shareholders. The specific form should be determined according to the enterprise's own situation.
Factor 3: How to sell the cake at a good price (equity financing problem)
The financing needs of start-ups are mainly divided into two parts. First, the cash demand of the founder is realized through equity transfer; Second, the needs of the start-up company's own development are realized by increasing capital and shares.
In the equity design of start-up companies, the share of equity financing can be reserved according to strategic objectives, and the specific proportion and operation should grasp the following core bottom line:
1. The bottom line of control right, the founding team should firmly grasp the control right of the company and pay attention to several important figures of control right, such as 67%, 5 1% and 34%.
2. For the bottom line of gambling, investors may ask entrepreneurs to sign gambling agreements with them when equity financing. When the gambling conditions are met, adjust the equity ratio of both parties or make cash compensation. Entrepreneurs must evaluate the probability of gambling events and their own tolerance;
3. The bottom line of repurchase, investors and entrepreneurs have agreed on specific repurchase terms, and entrepreneurial shareholders should pay attention to controlling the cost and scope of responsibility of repurchase. Entrepreneurial shareholders had better not provide joint guarantee for repurchase obligation with personal assets. The general practice is to take responsibility within the scope of the company's equity they hold.
Second, at the micro-execution level, the equity structure design of start-up companies.
From the micro-level of implementation, the ownership structure design of a startup company needs to do these four things well: "building a team", "leading the team", "sharing the cake" and "talking about withdrawing shares".
1. Set up a team and choose a suitable business partner.
Choosing the right business partner is very important, and choosing the right business partner is half the battle. There is a saying in the investment field that investment = investor = ownership structure, which shows that "people" is the most important factor in investment, and "ownership structure" dominated by "people" is the core rule of investment behavior. Whether an entrepreneurial partner is suitable or not can be evaluated and selected from the dimensions of personal character, responsibility, ability and coordination.
2. Take the team and build an invincible team.
Start-ups can use equity financing, equity incentives and other ways to finance, integrate wisdom, and build a steel team with the same goal, courage to take responsibility, passion and self-confidence, honesty and integrity, positive communication, not giving up easily, mutual respect, unity and mutual assistance. Fengjian pointed out that it is invincible.
3. Divide the cake and distribute the equity.
Venture enterprises need to consider these two issues when distributing equity: first, how to ensure the founder's control over the company with a reasonable equity structure; The second is to help the company obtain more resources (material resources and human resources) through equity distribution.
No matter what form of capital, the core factor that determines the proportion of equity in the ownership structure should be the contribution to the company value. To sum up, the general principle is that the main founders account for a large proportion of shares, the co-founders account for a small proportion of shares, and employees share the remaining shares through equity incentives.
4. Talk about withdrawing shares and arrange the withdrawal mechanism in advance.
Everything is established in advance, and it is abolished if it is not foreseen. During the running-in period, it is normal for venture partners to quit because of many factors. In order to avoid disputes and affect the production and operation of the company, the withdrawal situation, withdrawal method and withdrawal price should be agreed in advance.