80% companies' common equity issue, it is probably such:
3 partner of a poineering firm, the old goes out 500 thousand, the second goes out 300 thousand, old 3 200 thousand, agree " give how many money to occupy how many " .
The company accomplishs a half, the second follows the old old 3 disaccord, want to leave one's post, then the problem appeared -- the second goes out at that time 300 thousand took a company of 30% , how to do?
The second does not agree with withdrawal of course, reason is very sufficient:
The first, this share of 30% is him true gold silver is spent 300 thousand buy, retreated, unreasonable
The 2nd, " company method " did not stipulate with company rules partner leaves his post even withdrawal, retreated, illegimate.
Next, the master of a sailing vessel is old 3 foolish, they do not have reason to receive the equity of the second really! But, in case to time company costly, the second runs to tell this company 30% be oneself, scoop up feed in vain, how to do?
Finally, father interior is immersed in rip endlessly force, investor hinders to also dare not invest at equity issue...
Poineering company, soldier.
Right now, the master of a sailing vessel is old 31 see equity rip force do not rip give a result, flat thought " smash a pot to pieces just because it's cracked -write oneself off as hopeless and act recklessly " method: Open a firm additionally, the thing of be out of pocket gives the old person goes doing, profitable him main content is new the company that establish is done. Result, very possible put through changes this kind of condition company assets, make crime even!
Poineering company, again soldier.
Pass above example, we can peep characteristic of distributive of equity of majority poineering group roughly: Copartner gave money without giving thought to, do not think future can continue participate in this project; Equity enters a mechanism only, did not adjust a mechanism, also did not exit a mechanism.
Accordingly, the core key that equity of newly established company designs is to should solve two big problems --
How to divide? How to retreat?
One, how does equity allocate?
1, the correlation of equity and function
If inscribe advocate description, 3 partner of firm of hypothesis newly established, one is in charge of content, one is in charge of a technology, one is in charge of selling, everybody's qualifications and record of service about the same (the standard that this also is great majority poineering company is combined) , how should this moment allocate equity?
Big principle depends on, technical research and development is a more long-term course, and the sale can bring short-term resource effect when company newly established only normally, and market function uprights at both among.
Accordingly, allocate to the equity of these 3 kinds of function, should the integrated effect according to respective function, by it is high to low ordinal sort -- technology, market, sale.
According to this, we are OK still and outspread the incentive scale problem in operation company course, express as follows:
Attention, above design applies to single author structure, fall in the case that has many virgin partner namely, establish author of a core, establish the group with perfect function by its next.
Father ought to have extremely strong strategic program capacity, center direct, make the execution of whole group keeps efficient; Do not suggest to establish the father structure of many much core, at the appointed time, the equity of the group allocates chime attune to cooperate to will become very low effect.
2, 3 kinds of models of company equity structure:
The first kind, accuse absolutely model
The model allocation means of this kind of model is father occupies 2/3 above, namely the equity of 67% , copartner takes the equity of 18% , obligate group equity 15% ; This mode applies to father to throw money most, the case with the strongest capability. In partner interior, accuse absolutely model though the form is democratic, but finally still is boss clappers, have one ticket to decide / veto.
The 2nd kind, accuse relatively model
The model allocation means of this kind of model is father takes the equity of 51% , copartner adds in take the equity of 34% , employee obligate the equity of 15% . Below this kind of model, besides a few thing (if add endowment, disband, update constitution to wait) need is collective and decision-making, other majority thing or boss a person can clappers.
The 3rd kind, do not accuse model
The model allocation means of this kind of model is father takes the equity of 34% , partner group takes the equity of 51% , incentive equity is occupied 15% . This kind of model basically applies to partner group ability complementary, everybody capability is very strong, the old just has the strategy the circumstance of relative dominant position, the equity of main partner is relatively so a few more average.
There are a few characteristics inside these 3 kinds of models:
Above all, the share of investor did not calculate inside.
Obligate investor stock is put in very big question. 20% equity give hypothesis author obligate the investor from the back, investor buys share from his hand, this cries " buy old " . Will tell from legal impact, this is investor follows the concern between share of individual of the person that do poineering work, not be to follow the concern between the company. This money cannot take company account, and become father individual to change now, not be company financing. And, once father sells old, investor gives very high excessive price to come in, father faces very big brushstroke tax immediately.
So, do not suggest to give investor obligate share at the beginning, everybody is collective and attenuant after can coming in.
Why does so incentive equity suggest obligate?
Main reason is whole mechanism of can appropriative attune. For instance, when a lot of author just began to do poineering work, seek partner actually not much choice leeway, felt patchy to work together. But spent paragraph of time, discover this person competence is no good, right now, the part of obligate can appear personally solve this problem.
If inchoate equity allocates unreasonable, what can adjust one part to be held to era at that time is old inside go. If from the back new personality is participated in come in (no matter be tall canal, copartner or employee) , also can manage through obligate equity place to go.
3, equity controls fashion
Review appear on the market domestic and internationally and the Internet company with good progress, father is occupied 20% the left and right sides is commonner circumstance. This kind of circumstance issues everybody to be able to consider, can the control advantageous position of the company give an issue?
In fact, not be to say to accuse an ability to control a company only, do not accuse the boss also can control a company. Here controls fashion to a few kinds with respect to drag in:
The first kind, voting authority is entrusted
The most typical is Beijing east. Beijing east a lot of money were burned before appearing on the market, liu Jiang the share east is very few. So, beijing east have premise requirement to the investor later, entrust voting authority namely had written -- Liu Jiang east the share that there is 20% only before appear on the market, but the voting right that has 50% .
The 2nd kind, agreement of consistent action person
Will simply tell is, interior of board of directors of all item preexistence undertakes democracy talks things over, receive unanimous opinion, give priority to with the opinion of the old otherwise.
The 3rd kind, hold a platform
Be aimed at at limited partnership. The boss can put the share of copartner, employee in employee to hold a platform to go up, the equity that follows stuff with this copartner is centered in him hand entirely.
Because limited partnership cent is common copartner and limited partner. Common copartner although hold extremely one of share, this holds a share inside platform also is him, he can act as agent the right of limited partnership. And the right that limited partner basically is minute of money, basic it is to do not have speech authority.
The 4th kind, AB plan
AB the plan is an outside investor normally the setting has a voting right for, and operation group has 10 voting right. For example Liu Jiang east have 20 voting right, so he always has the voting right of near 90% quite.
2, exit a mechanism
Setting drive mechanism is basic the consensus that has been much poineering company, but in fact, the result of major incentive mechanism is bad. The reason depends on, the company has two ways finally, or appears on the market, or is bought, but probability is lower for this pair of major poineering companies. If be not installed,exit a mechanism reasonably, will not get used to poineering company to produce the situation of personnel change often.
Accordingly, make an appointment with those who decide science to exit a mechanism beforehand, leave one's post the employee that in settling begin case directly, offers problem.
For this, we have suggested at 4 o'clock --
1, father sends restricted equity
Restricted equity is told simply, the first it is equity, can deal with directly industrial and commercial register; The 2nd it has right restriction, limitation of this kind of right can cash 4 years; And below the intermediate circumstance that leave one's post, the price that the company can agree first according to a thing undertakes counter-purchasing, this calls restricted equity. The limitation of restricted equity depends on, cash in installment, the company can be counter-purchased.
No matter financing, appear on the market, need equity of apply mechanically restricted. E.g. , virgin copartner is inchoate drew out 349 only, took the share of 20% , worked to be less than half an year, the company is accomplished 50 million or 100 million, everybody does not hope to see he relies on a bit contribution to take away a large sum of money only. So we suggest everybody takes restricted equity
2, equity cashs in installment
Cash in installment have 4 kinds of kind:
The first kind is an agreement 4 years, cash every year 1/4;
The 2nd kind is to hold a post to cash 2 years completely 50% , cash 3 years 75% , 4 years 100% . This is to prevent short-term and congenial action, the employee equity drive of millet is planted according to this namely of mode;
The 3rd kind is year after year increases, the first year 10% , the 2nd year 20% , the 3rd year 30% , the 4th year 40% . The time that works namely is longer those who cash is more;
The 4th kind is to work to cash one year completely 1/4, remain in 3 years in every month cashs 48 1/0. This kind cashs with working to be one year completely premise, every cash to a month from the back a bit, calculate more thoroughly.
These a few kinds of modes are told to the group is those who differ is oriented, can undertake choosing according to actual condition.
3, the agreement counter-purchases a mechanism
Share agrees the key that counter-purchases a mechanism is to counter-purchase the price how to much decide.
Some companies agree at the beginning, if copartner leaves his post, both sides is counter-purchased according to negotiation price. There are a few kinds of patterns inside this so:
The first kind, consult to buy the excessive price of the price so
E.g. him original flower was bought 100 thousand pieces of 10% , if arrived two 3 times, that gets excessive price certainly.
The 2nd kind, consult company net assets
If the company works the 3rd the 4th year when asset has had 100 million, if be bought so according to the family,buy the excessive price of the price at that time, so the family worked a few this dry years in vain. Weigh property company to this kind so, can consult net assets will decide.
Because counter-purchase,be a concept that buy outright, the fortune that is equivalent to a future of the other side ten years is broken, from fairness so reasonable angle still must have price of a bit excessive.
The 3rd kind, consult the discount price that appraise of round of financing is worth the company recently
Counter-purchase why should hit fold? Be based on a few considerations:
From fairness reasonable angle sets out, capital invests the future of the company namely originally. 5 ten million, 1 of 100 million
Appraise value is to think prospective company is worth so much money, but this appraise value is alterable, this price is when leaving his post on behalf of you;
Shed angle from company cash, if be worth completely according to company estimate, that company cash flows pressure very big;
From company group oriented set out, this directs even if guide everybody to work for a long time. What price is being used inside this is a basis with the specific mode of the company.
The 4th kind, had done anticipate management
How to exit a mechanism to go be born? Want to reach consensus in concept level above all, hard rat-tat rat-tat, frosty regulation talks again later.
Concept level is everybody is communicated first same a level, for instance:
Talking is to be based on look for a long time, be still based on short-term investment?
Did not come to this company can make it? Can you go much further? Can you do how old? Affirmatory very main contribution depends on long-term and full-time exert oneself.
Be if is share counter-purchased,a fair and logical thing to enlisting poineering partner for a long time?
Anyhow, all copartner want same cover a standard, game regulation deserves everybody respect. Had friendly relations in channel of concept administrative levels only, ability talks about specific regular provision quite gentle and rationally.
Wish you company future does better more!
