By Shefaly Yogendra
Co-founder conflict over equity sharing can often cause a startup to be aborted before launch or otherwise fail quickly, as many of us who work with founders in very early stages know well. Some founders do not want to share equity. It is fine as long as they understand what is needed to grow the startup and can buy that talent in. Early stage ventures often cannot afford to pay people market rates, nor can they risk core talent walking away easily. Giving equity to co-founders, who bring key talent, helps address these concerns.
Founders often ask, “how much equity should I give my co-founder for the amount of work she will be putting in?”. My brisk answer to this “how long is a piece of string?” question is: “it is what you negotiate and what all co-founders are happy with”. Inevitably it leads to a further question whether there is a formula to make this negotiation easy and the answer to that is “No”.
Founder experiences show that a long term and successful co-founder relationship is predicated not so much on the slices of the equity pie but on the sense of perceived fairness in the arrangement, including in the course of the relationship.
To facilitate the equity sharing discussion, I start by advising potential co-founders to develop their vision for the venture together. Creating a shared vision and defining broad strategic goals then help them understand better the contribution expected of each of the co-founders in shaping the startup. More importantly, they develop some appreciation of how much weight each co-founder is pulling, and how their roles and contributions may evolve over the life cycle of the startup. At this point, I often see relatively inexperienced founders starting to relax and then I remind them to consider probable contingencies.
Roles and responsibilities aren't cast in stone. Scope creep can and does happen. What happens, for instance, when the person, who was in charge of customer development and marketing, ends up leading on user experience design, developing the product roadmap, and owning all revenue generation and operations, because they appear to stack together naturally? How would the co-founders deal if she wants to return to the drawing board and renegotiate the slicing of the equity pie?
People and their priorities change over time. What happens if the chief technical architect develops the core product and then wishes to leave for a job with more income security and predictable hours because her family is growing, but wishes to retain her equity in the business? How would the remaining co-founders deal with that negotiation while also ensuring that the future of the core product is not jeopardised?
What about unforeseeable things? What if the business runs out of money before lining up the next round of funding? What if, in the virtual team, one of the co-founders becomes unresponsive while holding the business to ransom? What if a co-founder becomes unwell or dies unexpectedly, bringing her partner or family into the picture in the way nobody has quite imagined? These are a fraction of the scenarios that I have seen played out in co-founded startups where the co-founders were caught unawares.
Envisioning these possible scenarios is a squirm inducing exercise for most founders. But it also makes clear that the relationship the founders are about to enter is an evolving entity with uncertainties and potential conflicts in the future, not an immutable one. Co-founders also start to realise that fairness as accepted by all sides matters.
They also realise that above all, at all times, a focus on the business is crucial. It is not beyond possibility that a co-founder decides that not only will she leave the startup but also ensure the startup does not survive after her. It is uncomfortable to think of such a scenario but it must be considered in advance.
How do we ensure fairness then, if things are going to chop and change, and people are going to behave unpredictably, even maliciously?
Here let’s draw upon some common sense. While resolving a cake dispute, a parent friend of mine uses a trick. She lets one child slice the cake, and the other children pick the slices first. The resulting dynamic is fascinating and instructive. Stretched to a co-founder negotiation, one of the tests of fairness would be, if you were doing all that any given co-founder is doing, would you be happy with the share she is getting?
It is also important to understand that fairness must be perceived and seen as fairness by all parties. And that perfect fairness is an asymptotic goal, albeit one worth working towards.
In a later column, we shall discuss embedding these negotiations into formal agreements and what it means for the startup.
The author is a decision-making specialist, and advises founders and CEOs on technology, risk, branding and talent. She can be found on Twitter: @Shefaly.
Published Date: Nov 02, 2016 10:12 am | Updated Date: Nov 02, 2016 10:12 am