Founder Zhao Xiaobin said that Unica should be the Internet legal expert who knows the industry best and studies the rules with all partners.
Zhao Xiaobin
Former founder of Tencent WeChat legal team
People in the world call him "Marcus".
Before joining Tencent, he practiced law at Beijing Deheng (Shenzhen) Law Firm and was an expert in the legal industry and the Internet industry.
While at Tencent, I was responsible for the legal affairs of Tencent’s R line, MIG, CDG, and WXG business lines after the structural adjustment, and led the compliance of dozens of products such as PC QQ, mobile QQ, and WeChat public platform. work and has extremely rich experience in Internet product compliance.
After leaving his job, he joined the Internet financial industry and explored newer and more challenging compliance issues in P2P, crowdfunding and other products. Now we have started our own ULegal (legal affairs) legal service project, relying on the legal service advantages we know best, and are committed to providing integrated compliance solutions for the Internet and Internet financial industry.
Countless star companies ignored the role of rules at the beginning of their establishment and during the critical period of transformation, resulting in out-of-control risks, huge losses of wealth, and even bankruptcy!
On November 2014, the founders of Master Xi had a big fight over the issue of share repurchase, and the future of a star startup company was uncertain. .......
In July 2016, Feng Dahui resigned from Dingxiangyuan where he had worked for six years. However, it is difficult to fulfill his long-term option commitments, only a lawsuit and a tear...
In July 2016, the media reported that the 18-year-old girl Wang fell off the altar, and the Magic Department Store was no longer " "Magical", the e-commerce platform that raised tens of millions disappeared overnight. ...
On April 21, 2016, due to serious noise and dust pollution, the occupancy rate of Shenzhen Maker Space Peacock Institution dropped from 95% to 50%, the capital chain was broken, and rent arrears began. , and was eventually demolished by the property management company. ......
On the evening of February 3, 2016, Chorus CEO Yin Sang issued an internal letter stating that due to the failure of the C+ round of financing and the previous purchase of a large number of hardware equipment, the only remaining balance in his account was The cash has been exhausted, the company cannot maintain employee wages, and internal employees are tearing it up on Zhihu...
The pain of equity distribution, the sadness of option incentives, the unreliability of the business model, and the tension between labor and capital. ..Have you encountered any of these pitfalls that may arise in the process of starting a business?
If these entrepreneurs were allowed to start over, would everyone pay more attention to the role of equity structure?
If you were asked to build a team again, would you spend a few weeks eating and drinking, and finally divide the equity with your friends? If you re-examine your business model, will you pay more attention to cash flow?
Countless tossing and turning on the eve of the release of new versions of products, countless nervous meetings with investment institutions, and countless crisis public relations for a large number of users are all wasted because they do not understand the rules of the game. Yesterday, it was the darling of capital; today, it is a fugitive. The Internet creates wealth and an empire of rules for upstarts, and the most basic source of value is respect for rules.
Zhao Xiaobin, the founder of ULegal, summarized a set of entrepreneurial guides and manuals by analyzing samples from tens of thousands of corporate customers.
A Guide to Avoiding Pitfalls in Entrepreneurship
1. Pitfalls in the Equity Structure
The problems encountered in entrepreneurship are ultimately human problems.
During the Three Kingdoms period, Cao Cao was a state-owned enterprise, Sun Quan was a family enterprise, and Liu Bei was a private enterprise. At present, most business owners are Liu Bei who lack resources and funds, so the equity design of the initial partners must be reasonable to last.
In the early stages of a startup company, there are only partners, so the distribution of interests among partners is very important. A reasonable benefit distribution mechanism is very important. This is an important prerequisite for project operation and success.
The first step in starting a business is how to ensure the stability among partners after forming a team. The first problem is to find a partner, not an acquaintance, but an experienced person who matches the project itself. Once you find the right partner, how you partner is important. Finding a partner in the early stage depends on feelings, and a long-term partner must be based on interest. In the early stages of starting a business, what must be negotiated is how to distribute the benefits. Some entrepreneurial teams may say that benefits are difficult to discuss.
If everything is put on the table, it will lead to the collapse of the entrepreneurial team, so it can basically be judged that there is a problem with the team itself.
Typical Case 1: 2065 438+0165438 On October 2, the founders of the official account of WeChat, a vertical media platform in the entertainment industry, parted ways due to equity distribution issues, and serious differences arose during the financing process.
Typical Case 2: 2065438+ In July 2004, the star startup company "Instant Noodle Bar" broke up overnight due to equity issues.
Typical case three: On November 2012, the well-known domestic catering brand "True Kung Fu" staged an equity war, and the two founders, who were husband and wife, turned against each other.
2 Pitfalls in Intellectual Property
Early-stage entrepreneurs generally need to think about whether they can aggregate the elements needed for the project, including experience accumulation, team, start-up capital, qualifications and licenses, business channels, etc. , but they often ignore the protection of intellectual property rights and the accumulation and protection of intangible assets.
Many people will say that Chinese people have not paid much attention to the protection of intellectual property rights, but this is not the case. Ancient Chinese calligraphers and painters left their own seals on each painting, more or less leaving some passwords in the paintings to prevent forgers from making fakes. It is said that Dai Song, a painter from the Tang Dynasty, was particularly good at painting buffaloes. Later, someone came to him with the painting and said it was his work. As soon as he saw it, he told the visitor that it was a fake. The visitor was surprised because the details of the seal and painting were almost identical to Dai Song's. Dai Song told the water bearer that if you look into the cow's eyes, there is a shadow of a little shepherd boy in it.
On October 27, 2014 165438+, the WeChat third-party service provider officially announced that it would be renamed "Youzan", and the brand name was changed from "Youzan". Trademark inquiries show that on April 4, 2014, Least Technology applied to register eight different trademarks around "Youzan" in 35 categories of advertising promotion and 42 categories of website operations. On September 19, 2014, Least Technology applied for registration of the Chinese and Pinyin trademark "Kou Ba Gong" in categories 35 and 42, one * * four. At present, the official website domain name of Pocket Pass has also been switched to youzan.com. It is reported that in addition to changing its name to Youzan, PocketTong also launched three major platforms: Youzan service provider, Youzan distribution, and Youzan alliance.
On October 8, 2014 165438+, Momo submitted an IPO application to the SEC, with a maximum financing of US$300 million, and was listed on the Nasdaq Stock Exchange with the stock trading code MOMO. From being a "gun-making artifact" to becoming a listed company, Momo was happy for a long time before the media revealed its Class 45 trademark No. "11312563" was registered by a company in Hangzhou. The registered trademark covers social companionship, dating services, marriage introduction, etc. , which may result in prosecution.
Public information shows that trademark No. 11312563 was applied for by Hangzhou Sharp Software Co., Ltd., the application date is 2065438+August 6, 2002, and the exclusive right period is 2014 65438+October 7, 2024 65438+ October 6th.
Momo did not respond to the “squatting” of the trademark.
Typical Case 1: On December 24, 2014, the lawsuit between Jiaduobao and Wanglaoji regarding red can packaging was suspended in stages. The court ruled that Jiaduobao should pay Wanglaoji 65.438+5 billion yuan and stop using, producing and selling all products packaged in red cans of herbal tea. Jiaduobao immediately appealed and launched a series of public relations.
Typical Case 2: In 2012, 65438 Beijing Chunyu Tianxia Software Co., Ltd. applied for the registration of the "Dr. Chunyu" trademark in 35 categories of advertising, 38 categories of information transmission, and 42 categories of software programming. Among them, 38 categories and 35 categories have obtained the trademark Right, Class 42 trademarks are invalid. On July 22, 2014, Hangzhou Qire E-Commerce Co., Ltd. applied to register the "Dr. Yu Chun" trademark in nine categories of APP software. On September 12 of the same year, Hangqing Trading Co., Ltd. applied to register the "Dr. Yu Chun" trademark in 44 categories of telemedicine services. And these two trademarks are still in the review stage. As for the nine categories of APPs, before "Dr. Yu Chun", they also applied for trademarks such as "Yu Chun" and "Yu Chun Jiujiu". Although "doctor" has a weaker meaning, it can still be registered.
Typical case three: 2065 438 + In April 2006, two "Daoxiang Villages" Suzhou Daoxiangcun Food Co., Ltd. and Beijing Daoxiangcun Food Co., Ltd., one in the south and one in the north, were red-faced over who was the real time-honored brand.
3 Investment Agreements, Those Pitfalls
2015 and 2016 were years when investment institutions were particularly cautious. A blizzard is coming in the venture capital industry. Entrepreneurs are shouting that winter is coming, and various projects that lack cash flow are struggling. Many investors are on vacation instead of looking at projects. Investment institutions and entrepreneurial institutions have also begun a war over investment agreements.
In October 2015, Entrepreneurship Magazine wrote: In 2011, Handan. com and Wowo Tuan each received huge investments, and their valuations are quite high. At that time, Meituan’s market share could not even enter the top three. Wang Xing looked for investment everywhere, but was repeatedly frustrated. Therefore, when discussing financing with Alibaba, Meituan had no right to negotiate and had no choice but to sign an investment agreement that allowed Alibaba to consider both strategic and financial aspects. In 2012, Series B took advantage of Alibaba’s $50 million and gradually became the leader in group buying. Since then, hidden dangers have been laid for Meituan’s future development: Alibaba’s withdrawal or stay will cause huge harm to Meituan.
Hidden dangers left by Ali: Ali’s investments have always had strong strategic considerations. When Meituan is developing better and better, Alibaba has always hoped to increase its capital and control Meituan. The fact is that in Meituan’s Series C and D rounds of financing, Alibaba has always participated in the investment, exercised priority, and had a say in the selection of subsequent investors. Meituan executives have publicly expressed dissatisfaction with Alibaba's various restrictions and interference.
The harm of Alibaba’s withdrawal: When Alibaba invested in Meituan in 2011, Meituan was valued at approximately US$300 million. Now Meituan has become a $10 billion club with dozens of paper returns. If Alibaba completely withdraws, it can take away 654.38 billion U.S. dollars of funds at one time, which Meituan cannot afford. Other potential investors in the new round are equally unhappy!
Typical Case 1: 2065438 + In March 2005, Chen Ge, CEO of Xingju Technology, an intelligent hardware company, spoke in WeChat Moments, saying that its investor Hongtai Fund failed to pay within 20 days as stipulated in the formal investment agreement. , accusing it of being an “unreliable fund with no credibility”.
Typical Case 2: On the anonymous investor review website Uppers, an entrepreneur told the story between himself and the founder of Jade Compound Investment Fund: 20% of the financing was cut off on the first day of the meeting; The financing for the second-day meeting was cut by 20%, and the financing for the third-day meeting was cut by another 20%. ...
Typical case three: In 2008, Zhang Lan, the founder of South Beauty, introduced Dinghui Investment, a well-known domestic investor. CDH exchanged 200 million yuan for 10% of South Beauty's equity and signed a gambling agreement with Zhang Lan. If South Beauty cannot be listed in 2012, Zhang Lan will need to buy back its shares from CDH Investment at a high price. After the listing of South Beauty was frustrated, CDH Investment required Zhang Lan to repurchase shares at a high price according to the gambling agreement, and the two parties had a fierce conflict. In the end, Zhang Lan was out.
It is difficult to start a business. Whether it is from 0 to 1 or from 1 to 100, entrepreneurs need to put in many years of great efforts and wisdom. We hope that ULegal's "Guide to Avoiding Pitfalls in Entrepreneurship" can help business owners develop healthily on the road to entrepreneurship. Whether it is professional legal services or industry rules, Ulegal is willing to grow with friends.