If you search the Internet casually, there are incidents of founders being kicked out by capital in those famous Internet companies, and the companies that you have worked so hard to raise have become other people's babies, not to mention how uncomfortable it is.
Of course, there are also smart people, such as the founders of Huawei and Alibaba, who have always held the control of the company, today let's talk about the way not to be picked by others, this is the founder's anti-kick technique.
First, who are the founders?
The person who plays the main role should account for the vast majority of the shares, and who is the person who plays the main role? It is the one who fails one after another, the funds are wasted at every turn, the fire is extinguished just after the establishment, and the project is still gritting his teeth and insisting on it, if the company founded by this person enters the normal operation, can be profitable and there is hope, this person is the founder who first serves the company.
For example, if there are three friends who each contribute 100 shares to start a business, the founder is the convener of the venture +5%, the specific executor is +5%, the intellectual property rights for the company +5% to 25%, the CEO +5%, the full-time entrepreneurship +20%, the reputation assets +5% to 20%, and the entrepreneurial risk +20%, now the shares become 2:1:1, at least the founder accounts for 50%, it is best to set it to 67% or more, and other partners can appropriately withdraw a part of the shares.
You see, how did we usually call 51% of the controlling stake come about? In fact, it is from here, it is not difficult to find the founder, but the difficult thing is whether he has any responsibility. As a result, the responsibility of the founder is clear, and the shackles of the company will be tied to the founder's neck in the future, and he will do three things today: find investment, create profits, and take responsibility.
Second, how did the founders "pinch" the voting rights?
In particular, entrepreneurial companies must not give up 1% of the equity in order to ensure 100% control of the company, and the core founder must hold more than 51% of the company's equity in order to ensure absolute control over the company.
There is also a situation that the company's shares are set up chaotically, there is no full preparation and consideration in the early stage, and the entrepreneur does not grasp 51% of the shares, so it is necessary to increase their voting rights, which is precisely called "collecting voting rights", and the founder's equity is only 30%, so it is a better way to let the minority shareholders sign the voting power of attorney, act in concert agreement and control the voting rights of minority shareholders through the shareholding platform.
Of course, the company must continue to develop, and the founder's equity will be constantly diluted, so it is necessary to use a dual-class share structure to separate stock rights and voting rights, just like a large Internet company, the boss's stock: voting rights = 1:100, even if you hold a small amount of equity, you can also exercise your voting rights, so as to achieve control over the company.
Shareholders' Meeting/Board of Directors Decision-making Rules
Third, how do founders hold "corporate control"?
Equity is always the ultimate control of the company, if a small company distributes equity according to 4:3:3 or 5:5 at the beginning, the founder is easy to lose the controlling stake, the founder holds more than 67% of the shares, he basically grasps the control of the shareholders' meeting, even in the worst case, he must master 51% of the equity, otherwise the company is difficult to control.
The shareholders' meeting and the board of directors of a small company are "two-in-one", but as long as the company begins to raise funds externally, then the investor will send directors to the company, like those enterprises with scattered equity, the control of the enterprise is in the hands of the board of directors, at this time the founder must firmly grasp the right to nominate and recall the directors in their own hands, the founder must control at least 2/3 of the board of directors, even if external investors enter in a large way, the board of directors seats must be controlled at more than 1/2.
The right to operate autonomously, the right to make major decisions, the right to supervise, the right to formulate strategies, the right of the board of directors to seize the hands of the founder, as long as the board of directors is controlled, it is equivalent to the control of the company's daily operation and management, the founder of many domestic enterprises is both the chairman and the general manager, the company's seal, business license and contract signing and other powers must also be firmly grasped in hand.
In summary
At present, the partnership system, different rights of the same shares, the leverage of voting rights and the agreement of persons acting in concert adopted by large Internet companies in China are nothing more than a variant of equity control, and small companies can entrust voting rights, hold shares on behalf of others and veto the system to firmly control the control of the company.
Of course, equity and voting rights are only the overall directional control of the company, but now the market economy is very competitive, and if it is not done well, it will capsize, that is to say, the founder will be "at the helm" at least at this stage, so in addition to the control of the shareholders' meeting and the board of directors, but also the company's operation and management.