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How to Split the Pie, Raise Money and Reward Contributors
1.
© 2020 Haynes
and Boone, LLP © 2020 Haynes and Boone, LLP Idea to IPO How to Split the Pie, Raise Money and Reward Contributors #startup #ideatoipo 1 Roger Royse @rroyse00
2.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Disclaimer No information contained in this presentation is to be construed as legal advice. No information contained in this presentation is intended or related to any particular factual situation. Nothing herein forms an attorney-client relationship. If legal advice or other expert assistance is required, the services of a competent professional should be sought. 2
3.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP
4.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP 4 The Stakeholders Founders Service Providers Investors
5.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Splitting Founders Equity The founder’s first decision The case of Zipcar: 50/50 handshake deal Co-Founder 1 (Robin) built the startup, crafted its business plan, and cold-called customers Co-Founder 2 didn’t even quit her day job, and contributed little Her rushed negotiation had compromised her team’s longer- term effectiveness by causing her “a huge amount of angst over the next year and a half.” 5
6.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Dynamic Split Models – General Concept Traditional fixed-split model: Equity given based on anticipated contributions DYNAMIC-SPLIT MODEL: Equity given based on actual contributions 6 Inputs: The dynamic model assigns a relative FMV weight to various contributions from each participant and contributions put into model: Outputs: Depending on the relative weighted contributions of each team member, that member is allocated a corresponding percentage of outstanding equity. On “split,” members could return old equity, or be given new equity, to ensure each member gets appropriate percentage of company. Time spent working Intellectual property Commissions Cash Facilities Equipment and Supplies
7.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP The Founders’ Pie Calculator Created by Frank Demmler, professor, Tepper School of Business at Carnegie Mellon University A founder’s value add is divided into 5 categories: 1. Idea 2. Business Plan Preparation 3. Domain Expertise 4. Commitment and Risk 5. Responsibilities Each category is given a value on a scale of 0 to 10 The value is multiplied by the founder’s score to come up with a weighted score 7
8.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Founders’ Pie Calculator Example Frank Demmler, professor, Tepper School of Business at Carnegie Mellon University 8 Founder 1 Founder 2 Idea 70 21 Business Plan 10 2 Domain Expertise 15 30 Commitment & Risk 28 42 Responsibilities 12 18 Total Points 135 113 % of Total Founder Equity Pool 54.43% 45.57% 100%
9.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Grunt Fund Source: http://www.slicingpie.com/the-grunt-fund-calculator/ 9
10.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Grunt Fund Detail Source: http://www.slicingpie.com/the-grunt-fund-calculator/ 10
11.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Founder’s Equity 11 Vesting Equal Percentages Subjective Formula
12.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Advisors 12 FAST Model Valuation Stock v. Options Milestones and Deliverables Vesting
13.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Currency Options NSOs ISOs Extended NSOs RSUs Restricted Stock Phantom Plan Units 13
14.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Partial Recourse Debt Sale Partial Recourse Promissory Note Less capital to purchase the shares at the outset Commercially reasonable repayment terms Adequate stated interest Partial Recourse to Maker 51% recourse for stock sale Section 83(b) election Capital gains treatment on restricted stock 14
15.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Vesting Who should vest? How long? Acceleration? Change of control Termination without cause Double and single triggers 15
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© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Founder Vesting Term, milestones, commencement Acceleration Single and double triggers Fire the Founder 16
17.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP The VC’s View of Vesting VC will require unvesting shares, so vesting period could be 8 years Fund life can be 7-10 years Most exits are M&A – fewer and longer IPOs Extended Option exercise periods 17
18.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Class F Super-Voting Stock Special class of common that has super-voting rights Facebook, Google Snap May be negotiated away in institutional round 18
19.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Transfer Restrictions Right of First Refusal (ROFR) Lock Ups Co-sale Rights Drag Along Buy Sell Rule 144 19
20.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Cap Table Common Stock Options Warrants Convertibles Preferred Stock 20
21.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Cap Table Cap Table.xls 21
22.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Capitalization 22 Founders 5,000,000 38% 5,000,000 45% Stock Pool 2,000,000 15% n/a Series A 3,000,000 23% 3,000,000 27% Series B 3,000,000 23% 3,000,000 27% total 13,000,000 100% 11,000,000 100% Fully Diluted % Issued %
23.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Effect of Valuation Caps Company that sells a $1,000,000 SAFE with a $4,000,000 pre-money valuation cap That means that the SAFE will take 20% of the capitalization ($1,000,000/$5,000,000) 23 Founders 4,000,000 100% 4,000,000 100% Stock Pool 0 0% n/a total 4,000,000 100% 4,000,000 100% Fully Diluted % Issued %
24.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Pre-Money vs. Post-Money SAFEs Pre-Money – cap based on value of the company before SAFE ( and other SAFEs) and option pool Company friendly SAFE holders share option pool and other SAFEs dilution Cannot predict what percent SAFE will get until conversion Post-Money – based on value after financing Y Combinator form Parties have certainty as to percentages Founders take option pool dilution SAFEs do not dilute each other 24
25.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Cap Tables – Series Seed Example ..FormsSeed Financing Spreadsheet.xlsx 25
26.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Liquidation Preference Who gets paid first and how much? 26
27.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Example of Liquidation Preference 1x non-participating convertible preferred $1,000,000 invested for 10% Ex 1: Exit (sale) of company for $5,000,00 Ex 2: Sale for $20,000,000 27
28.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Management Incentive Plans Sale at or below preferences Percentage of proceeds off the top for management Tax Corporate Securities Fiduciary 28
29.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Carve Out Plans – Share of sales proceeds Pool or earnout Are shares subject to vesting? What if someone leaves – who gets forfeitures? Are incentives aligned? Earnouts 29
30.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP In re Trados Inc. Shareholder Litigation Board adopted a management incentive plan (MIP) that was structured so that once an offered sale price for Trados exceeded the venture capitalists’ liquidation preference, compensation to the preferred stockholders would increase substantially at the expense of common stockholders. Preferred received most of their preferences, MIP got $7.8 million, common got nothing Interested director transaction Entire fairness standard Fair process Fair price 30
31.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Taxation for Compensatory Partnership Interests Tax allocation issues Capital shift Taxable event for the member receiving capital. Profits interests Share of future income and appreciation – like an option 31
32.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Incorporation of an LLC Start-ups started as LLCs may want to or need to convert into a corporate form at a later point because: Venture capital investors more comfortable with corporate form Potential IPO (but UP-C increasingly popular alternative) Availability of Section 368 reorganization on exit ISOs General increased liquidity Qualified Small Business Stock exemption Issuance of stock in a C corporation on incorporation of an LLC may qualify as QSB stock Stock held in C Corp following termination of S Corp election does not qualify because stock was not issued in a qualifying corporation 32
33.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Additional Considerations Employee vs Independent Contractor Wage & Hour Laws Intellectual Property Issues Prior Employer’s Facilities Invention Assignments 33
34.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Employee vs. Independent Contractor Issues The Differences in Tax Treatment Employee Business Owner Independent Contractor 34
35.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP The Story of Homejoy Used an algorithm to connect homeowners with contract-for-hire cleaners and schedule visits Raised $40 million in venture funding Treated its cleaners as independent contractors, and not employees CEO said the “deciding factor” in failure to raise money and failure was worker classification lawsuits (ReCode July 17, 2015) 35
36.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Employment Status: The Law The presumption is that the worker is an Employee (Cal. Lab. Code §3357) Different agencies/jurisdictions have different tests IRS DOL/FLSA CA Common Law and EDD Statutory Employees 36
37.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Employment Status: The Law IRS: The Control Test Behavioral Control Financial Control Type of Relationship DOL/FLSA: Economic Realities Test/Silk Factors Focus is on the degree of control the Company has over the worker performing the service. The key inquiry is the right to control not whether the Company actually exercises the control. In July 2015 DOL issued administrative guidance and explained that the test focuses on whether the worker is economically dependent on the hiring entity or is in business for herself/himself. CA Common Law/EDD: S. G. Borello & Sons, Inc. v Dept. of Industrial Relations (1989) 48 Cal.3d 341 This is a multi-factored test with the most significant factor considered is whether the principal has control or the right to control the worker as to the work done and the manner and means in which it is performed. Statutory Employees 37
38.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP What if I’m Still Not Sure? File Form SS-8 with IRS: Determination of Work Statutes for Purpose of Federal Employment Taxes and Income Tax Withholding 38
39.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Dynamex Decision Dynamex Operations West, Inc. v. Superior Court of Los Angeles adopts a three factor ABC test, which presumes a worker is an employee unless all of the following tests are satisfied Worker is free from control and direction of hiring authority Worker performs work outside the usual course of the hiring entity’s business, AND Worker is engaged in an independently established trade, occupation of business of the same nature 39
40.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP AB-5 California Assembly Bill 5 codified Dynamex in the Labor Code and the Unemployment Insurance Code “For purposes of the provisions of this code and the Unemployment Insurance Code, and for the wage orders of the Industrial Welfare Commission…” Assembly Bill 2257 exempts a long list of job categories from AB5 video photographers and editors, freelance writers, content contributors, editors, translators, fine artists, and musicians broadens the business-to-business exemption of AB5 creates an exemption for individual business people who contract with each other California Trucking Association challenged the constitutionality of AB5 in federal court CA AG sued rideshare companies seeking to enjoin compliance; CA appeals court upheld ruling that Uber and Lyft must classify drivers as employees 40
41.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP AB-5 Proposition 22 would consider app-based drivers to be independent contractors and not employees or agents Uber, Lyft and DoorDash spent more than $220 million on Prop 22 (San Jose Mercury News Oct 24, 2020) California Labor Federation, representing 1,200 unions with 2.1 million members, vowed to defeat the effort (LA Times August 30, 2019) 41
42.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Failing To Protect IP Protect your intellectual property from claims of ownership by employers, employees, consultants and competitors PIAIA or CIAIA Broadly Drafted Invention Assignments Federal Defend Trade Secrets Act Cal Labor Code 42
43.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP California Labor Code § 2870 Employee’s Time No Employer Facilities Not Related to Employer’s Business Doesn’t Result from Work Performed for Employer 43
44.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP The Exit 44 Taking Money Off the Table Earnouts and Contingencies Acqui-Hires
45.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Taking Money Off the Table 1. Investor buys preferred shares from company and common shares from founders 2. Alternatively, investor buys preferred from company and redeems common from founder 3. Founders common priced at above market 4. Tax issues for founder 45 Target Target Shareholders PEG Cash CashTarget Shares
46.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Earnouts and Contingencies Purchase price based on performance (earnouts) should be baked into formation documents Can structure for capital gains tax instead of ordinary income 46
47.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Successful Exits IPO Sale or Acquisition 47
48.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Unsuccessful Exits Zombie Companies In re Trados Inc. Shareholder Litigation Bankruptcy or Insolvency Reorganizations Fire Sales Management carveouts Fiduciary duties: shareholders, optionees, preferred and creditors? 48
49.
© 2020 Haynes
and Boone, LLP© 2020 Haynes and Boone, LLP Other Unsuccessful Exit Issues Tax Liability Personal Liability Tax Employment Fiduciary Claims Securities Law Claims Contractual Pierce the veil and creditor claims Serial Entrepreneurs and failed companies 49
50.
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Editor's Notes
Money = customers, advances, investors, OPM, IRA, mortgages. People = Team, facebooks. Technology = patents, know how, brand, goodwill
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