3. Mel Baiada
• Founder of BaseCamp Ventures,
BaseCamp Business, and Bluestone, Inc.
• Founding Donor of The Baiada Institute
for Entrepreneurship
• Trustee of Drexel University
4. Our objective is to tell a formation story
• Introduce the Problems
• Present A Number of Solutions
• Solicit Expert Feedback
You determine the ending…
6. • NetConnectionZ.com
–Three Core Founders
• Bobby – Biz Dev
• Brett – Tech
• Taylor – Design
–Former classmates
–Began at StartUp Weekend
7. Characteristics of Our Founders:
• Committed to long term success
• Invested more sweat equity than cash
• Awarded equity for services rendered
• Able to defer cash payment until necessary
8. Characteristics of Consultants:
• Provide services on a limited basis
• No ongoing management responsibilities
• Would prefer cash, but may accept deferred
compensation, e.g., a convertible note, equity,
warrants, or other means
9. Characteristics of Employees
• Hired to perform a service
• Require cash compensation (with limited
deferment), but may accept equity incentives
• May, or may not, be committed to the long-
term success of the company
10. At this moment, our
Founders are planning
for a flawless
launch
of...
11. They don’t have time
for legal, but that’s ok
because they have gotten
to know each other
pretty well.
15. • Problem: company does not own its IP
• Solution: IP assignment
– Prevents ownership claims from long-lost founders
• Absent a written agreement, the author, creator or
inventor is the owner of the IP
• Even if you pay for the creation of IP!!!
– Ensures that the Company can build asset value
17. • Problem: arming the competition
• Solution: IP assignment, non-compete &
non-disclosure
– Ensures all IP belongs to the company
– Prevents a former team member from using your
IP to start a competing venture
– Creates leverage, especially if bad blood
19. • Problem: lack of motivation
• Solution: compensation plans
– Create short-term reward system
– Provide team members with an opportunity to
share in the profits or earn additional equity
– Clarify manner in which the team will be
compensated (cash/equity) to avoid confusion
21. • Problem: dead weight
• Solution: vesting provisions
– Founders must earn equity over time
– Flexible vesting schedule based on value of input
– Permits company to reclaim unearned equity by
• Terminating the Beacher
• Recapturing vested and vested equity
– Ensures that the team thinks long-term
23. • Problem: internal friction
• Solution: decision making provisions
– Deadlock resolution
– Structure for fairly and efficiently making tough
decisions
– Ability to align decision making power with
relative contributions of equity or talent
25. • Problem: grinding to a halt
• Solution: break-up provisions, transfer
restrictions & vesting
– Reclaim vested and unvested equity
– Pre-negotiated buy-out process
– Block unwanted transfers
27. Make the time to draft
and negotiate a
Founders Agreement
28. What would happen to
NetConnectionZ if our
Founders skipped
that step?
29. • Lack of certainty amongst Founders
–Increased risk of in-fighting and/or failure
–Delays in product development
• Future liability
–From forgotten founders, backstabbers,
investors, or other unknowns
30. • Harder to raise investment capital
–Why invest in a product you don’t own?
–Demonstrated lack of sophistication
• Lower valuations
–Cost of resolving internal squabbles
–Stability equals value
33. “The peace of
mind that comes
from knowing that
your business can
handle change.”
34. “The opportunity to
spend more time
developing your
business and less
time fighting with
your co-founders.”
35. The Who, Why, When,
What and How of
Founders Agreements
36. Who should be signing a Founders
Agreement?
• All founding members who are committed to
the long-term success of the Company, but not
most consultants or employees.
Why is a Founders Agreement necessary?
37. • Timing Issues
– What if we haven’t talked yet?
– What if there’s too much up in the air?
– What if we change?
• The initial Founders Agreement need not be
final or comprehensive!
38. • What should you consider including in a
Founders Agreement agreement?
– IP Assignment
– Vesting
– Deadlock
– Decision-making
– Break-Up Provisions
– Transfer Restrictions
– Non-compete
– Confidentiality
39. How should the process work?
• Identify the concerns you want to address
• Review the agreement as a whole to ensure it
makes sense.
Who else should be involved?
• Other entrepreneurs who have gone through it?
• Outside mediators?
41. • Chris McDemus
– Partner, Baer Crossey
– Corporate, transactional
& securities law
42. • Chris Miller
– Partner, Pepper Hamilton
– Corporate and Securities
Group
43. • Jeffrey Bodle
– Partner, Morgan Lewis
– Emerging Business and
Technology Practice
44. • Recently saw an excellent presentation on
Founders Agreements at Philly Tech Week
• Have decided that vesting is important
• But have conflicting ideas about the “best” way
• Actively preparing to meet with their legal
counsel to discuss the best approach
45. • Form of Dynamic Vesting
– Focus on milestones/events/triggers, rather than
time or hours
• Setting Milestones
– Consider important moments that move company
toward greater viability
• Business Side: Sales, Revenues, Fundraising, customers
• Technology Side: Development of Product
46. Sample Vesting Schedule
Founder Milestone 1 Milestone 2 Milestone 3 Total
Bobby Revenue >
$5k
33 1/3%
Revenue >
$20k
33 1/3%
Revenue >
$50k
33 1/3%
100%
Brett Prototype
33 1/3%
Beta Testing
33 1/3%
Full Initial
Version
33 1/3%
100%
Taylor Initial
Design
33 1/3%
Layout and
Upgraded
UI
33 1/3%
Final
Design
Features
33 1/3%
100%
47. • Straight-line vesting over four years
• Four year vesting with a one year cliff
• Right to repurchase all shares
– Both vested and unvested
48. • Relative Value
– Instead of pre-determining the equity “pie,”
determine the relative value of each contributor’s
slice based on pre-determined “ingredients”
49. • Ingredients:
– 1. Time (grunt/consultant/cash employee)
– 2. Money (cash contribution/credit/loan to
company)
– 3. Supplies/facilities
– 4. Intellectual property/ideas
– 5. Professional relationships
50. • Relative value (% of pie) = individual
contribution / total contribution
• Avoid having to assign equity before we know
the value of each Founder’s contribution
51. •Equity Split
based on variety of
factors
•Create Milestones
•Based on the
Company’s goals
•Founder Vesting
upon the meeting
of those goals
•Vesting based on
time served
•No problem if
company changes
direction,
•Departing
founders can’t
control without
contributing
•Relative Value
based on
contribution
•Attributes
understood value
to each ingredient
•Allows for
flexibility and for
fair compensation
Live Q&A: Text us @ 22333, include “30273” in your question
Submit 30273 and your question to http://PollEv.com
Tweet us with hashtag #trepprenup
55. Please complete a survey on our program at:
ph.ly/prenupsurvey
Also complete a survey on Philly Tech Week at:
ph.ly/ptw2013survey
For additional information about how the
ELC can help your business, contact:
Steven Rosard, Director
srosard@drexel.edu
www.earlemacklaw.drexel.edu/ELC
Hinweis der Redaktion
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