Tuesday, December 1, 2015

Start up companies governance structure three tender trap

  In graduate school in Shenzhen campus, not long ago I made a theme for "traditional puzzles, challenges and opportunities for industry in the Internet era" share, cited a typical Internet company as opposed to the traditional industry of several core competitive advantages and success factors, typical Internet companies since the beginning of the rapid move of capital and shares, vision mechanisms to attract the best talent. And one of the best uses of capital, technology, talent, and capital market efficiency advantages, which previously created a $ 1 billion, $ 10 billion, or even $ 100 billion of magnitude significantly shorten the time needed by the company.

  In fact, more than a couple of abilities and accelerating the development of logic applies not only to good Internet start-up teams, in advanced manufacturing, smart devices, high-end manufacturing industries, consumer industries, medical industries, agriculture and other needs with technology, business models, non-Internet user experience innovation-driven industry is equally applicable. The success factors mentioned above, equity is certainly smart and hungry team together binders and the cornerstone of the company's development. How to arrange team share structure determines how far a start-up can go, how good can go.

  Following a few "trap" is summed up in our work in the long term investment are more representative of the three categories, worthy of entrepreneurs and investors in the ownership structure of design caused enough attention. Venture down don t cry Take a look at Larry Page

  First, industrial capital holding

  Large industry groups in order to have the strength of independent, autonomous and quickly opened up a new business with the main business-related, with greater autonomy, delegation of internal and external recruitment of outstanding professional managers, and a considerable amount of money, is more important to industry resources to incubate, enabling the rapid development of innovative business. Group management team usually will choose 0-40% shares, and retains the controlling group, while retaining the possibility of teams separate IPO in the future.

  This type of project are representative of the many excellent, e wash bag is one of those cases. If teams share, and authorized management to consider more fully, management team feel that they are the company's real owner, not professional managers will be removed from Office at any time, and to move decisively to cut employment and affiliation with the group management team, teams without distraction, Rubicon, have a relatively high chance of success.

  Were prone to abuse of this type of company is holding too high, while the core team didn't focus, into the business, and advance and retreat is often too much to think about personal gains and losses. Kingdee 100% holding express 100, first in such a hot market that the latter market and first-mover advantage, was a rising star such as finger-express and other next-generation companies rapidly catch up.

  Second, the "super angels"-holding

  A voracious fierce entrepreneurial team, in venture funds often do not do well at the beginning of the preparation, if one has a prominent position "lead to big brother" with a smile on her face, with money in their hands, foot industrial resources appear in front of the team, has become one of the top rings, shoulder-winged angel. If the Super Angel to his wisdom, experience, contacts, industry resources, such as traffic and customer painted a bright future for the team, he can easily use 3 million or 5 million RMB to become the controlling shareholder.

  This model, although there is no lack of good representative Cai Wensheng and Mito, but the disadvantages greatly, entrepreneurs have to be careful to avoid the tender trap.

  During start-up in the honeymoon roll sleeve together, conflicts do not significantly, with the promotion of business, the management team will often find that the main work is to make it, and large shareholders due to the diversity of services, the contribution made by gradually reducing, only some icing on the thing, even not often seen in the company, only point fingers at the Board meeting. Management team will have a strong sense of imbalance, that entered an unfair race track, are elaborate calculations, himself into hard working for shareholder employees. Within the company is likely to appear more and more fierce antagonism against major shareholders, efficiency is greatly reduced, not tend to form a win-lose situation.

  Designing such a shareholding structure, in fact, very high standards for Super wisdom of the angels. Position responsibilities and time to serve as Chairman of the Board and CEO of large shareholders will naturally resolve such conflicts, or major shareholders should be established early in the investment holdings halfway through the mechanism, enables management teams to their repurchase at a cheaper than the market price cost half or more of the shares. Corporate governance responsibility, rights and benefit of straightening out again, to establish the necessary trust and communication mechanisms to avoid planted the seeds of collapse.

  Projects in this category are usually not the investor selection, outstanding, also need to be able to see short-medium-and long-term interests, and make proper arrangements for leading big brother big heart and concessions, combined with its valuable resources can support team time to develop before they can consider investing in.

  Three, team game

  Such patterns often appear in the O2O startups. Generally speaking, is the largest shareholder and CEO of the Internet was born, Internet products, marketing, traffic on the line gets pretty good at, supplemented by offline industry technology, operations, management experts, appears to be a very good combination, and in fact, such a structure to be successful is not easy.

  We had such a project, CEO is BAT-turned-Middle backbone, COO and CFO is offline industry expert, we reached after much discussion about shares an interesting 35%, 18%, 18%+ structure for investors, the shares I call "game-stock structure".

  Dang Internet encountered traditional industry this Mars hit Earth of combination, core team need of running time is compared long of, after all both of career background, and behavior way differences is big, if no long-term cooperation established of trust and understanding, is in do a who are missing have special row of new business, what listening to who of? who do last of decided? are is not determine of. We can see that such a structure is that we did not reach a high degree of consensus on a collective compromise, ownership structure, investor confidence will not usually too full.

  A good governance structure is the basis for healthy long-term development of equity, under ideal conditions (partnerships, not included), a rich industry experience, integrity, good integration of resources leading the team to the CEO, should be holding the largest single shareholder of startups + complementary and even high quality start-up teams + 15% of the option pool, is an ideal initial governance structure. After all, whether the team or the investors, who are reluctant to lose at the starting line.

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