When starting
a business, founders tend to divide ownership equally among the partners. Many
start-ups are incepted with founders knowing each other. When friends join
together, they are equal and hence they must get equal share in the venture
they are starting with. If the partners are not contributing equally, is it
desirable?
Let me share a case example. Ankit, Joseph
and Dimple were in the same college. Ankit is one year senior to the other two
and is also the harbinger of starting this venture. He knew Joseph, for his technology
passion and Dimple for her outgoing public speaking and reach-out skills. Ankit,
quite convinced with his idea, shares it and asks them to join him. Joseph has
issues with non-supporting family to his start-up idea and Dimple can’t
relocate to the city the venture is starting in. Still, Ankit is left with these two, as he
has approached many others in the past three months, with a promise of they
joining him but never did. Ankit settled for this option. They agree that Joseph
and Dimple will be in full time job and support the venture by contributing Rs 20,000
each month, besides shouldering some responsibilities relating to their area of
passion, for an equal share in the venture. Dimple plans to join Ankit, full
time in a year’s time.
The understanding is innovative as is
expected from a startup founder. But there are two problems in this
arrangement. One, Ankit is left alone to manage the affairs of the enterprise
with very selective and specific role shouldered by others. That makes his team
a no-go before any investor. Second, the venture needed about Rs 20 Lakhs over
two years, 50% of which Ankit will need to invest from his side. Ankit is full
time. Joseph and Dimple are not. Major risk is borne by Ankit.
If we analyze further, simplistically,
let’s take only two key parameters into consideration – role and investment.
There are roles of CEO, CFO, CTO, CMO
and CHR to say the least in any venture. In the above case example, CEO and CFO
roles are with Ankit, CTO with Joseph and CMO/CHR with Dimple. If not in full
time engagement, would Joseph and Dimple be able to perform their CTO and CMO
roles completely or any spill over will need to be managed by Ankit himself or
through outsourced help? Joseph being at Mckinsey argues that his technical
prowess and work environment will help him come up with better technical
solutions faster, to make up for his less time involvement.
The investment share of three is in 50%,
25%, 25% composition. It is also unequal. In such a scenario, should the share of
three in the venture be equal? I feel no.
What is likely to be fallout from such
an arrangement? Is it not an innovative method of win-win-win situation created
by the founders of this venture?
The venture soon will see the
frustration of not only Ankit, but also of other two. Most likely decisions
will be taken by Ankit, sometimes not in consultation, as generally is demanded
of the situation in any small organization. Also, Ankit’s un-intentional encroachment
on CTO or CMO roles, as necessitated, may not find approval from Joseph and
Dimple. Soon, based on human psychology, every chance is for Ankit to feel
cheated and frustrated for doing ALL the work, while others are not
contributing enough, but is equal partner.
The solution thus is to make unequal
partnership based on these two factors – role and investment. Give weightage of
70% to the role and 30% to the investment. This is also the way to indicate
defined leadership with adequate authority to make final decision and sufficient
compensation to remain motivated. In the scheme of things, only distribute 90%,
keeping about 10% of the share reserved for ESOPs that will come handy to
attract key talent later. Considering each of Joseph and Dimple are able to
contribute about 75% to their role in this fashion and kind of investment
mentioned, the share of partnership should be 38%, 26%, 26% amongst Ankit,
Joseph and Dimple respectively. When Dimple joins full time after a year, this
percentage should change to 35%, 26% and 29%. Whatever is the share, keep a
period of vesting from 3 to 4 years at least.
It is equally important to note what
happens in the real life. Circumstances change and partners do quit. In the identified
situation, some partners due to their peripheral involvement have low risk to
quit the venture and thus have more likelihood. It is pertinent to design the
smooth exit safeguarding the interest of all involved. As revenue results and
valuations may not be available (quit decision less likely if they are available
and sound) by the time quit decision comes from any of the three, it is prudent
to provision for about double the market rate returns (of 10%) on the invested
amount in the year 1 and triple the returns in the year 2.
The given solution is indicative and
variations in situation may impact a change in the share, keeping approach the
same.
I support the arguments of un-equal share
in partnerships even if all the co-founders are on-board full time.
Differentiate by small percentage, based on the amount of investment, but the governance
structure must be clearly defined in case of disagreements. All significant decisions
must be made on consensus, transparency kept fully else partnership will break
sooner than one thinks. However, clearly defined conflict resolution goes a
long way in smooth running of the enterprise and bringing in order.
Ashish Jain, Chief Evangelist
About Author - Ashish mentors founders
of start-ups on strategy