Dual Class Common Stock Structure for Founders

The Startup Lawyer

A startup founder’s desire to hold equity better than plain-vanilla common stock isn’t new. Several years ago, Series FF stock for founders was all the rage when it came to founder liquidity at subsequent financing rounds. We implemented Series FF for a handful of clients back then but we haven’t done so recently. In the past couple years, we’ve … Continue reading → Incorporation

Creative Common Stock

ithacaVC

A cap table is a written record (in Excel, for example) of who owns stock in your company. It lists every owner out by amount owned, type of stock (common or preferred), and date purchased. One rule of simple cap tables is to issue “normal” stock to founders (common stock only) and investors (typically preferred stock, but sometimes common stock to early friends and family). I am a huge fan of simple cap tables.

8 Ways To Maximize The Value Of Your Startup Stock

Startup Professionals Musings

When an entrepreneur first incorporates his or her business, he or she may find him or herself the proud owner of 10 million shares of common stock, commonly called founder’s shares. Make sure the government waits for a stock sale to collect taxes.

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Common Stock vs. Preferred Stock in Venture Funding Transactions

Growthink Blog

The question is whether they need to issue common or preferred stock. The answer depends on how and what rights are defined in the preferred stock. I get the same question a lot from entrepreneurs raising equity capital (venture capital or angel funding).

What is Class F common stock?

Startup Company Lawyer

These provisions include a special class of super-voting common stock, called “Class F&# common stock, which is named for “Founders.&#. The COI includes Class A common stock, which has one vote per share, and Class F common stock, which has 10 votes per share. Companies such as Google , Martha Stewart Living Omnimedia , Broadcom and others have super-voting common stock.

Founder Liquidity

K9 Ventures

If there is one piece of advice I would give to the founders of BST, it is to consider selling a part of their personal stock in the company at that stage. If things go well, and your company succeeds beyond your wildest dreams, it will end up being the most expensive house ever (because you could have held your stock and made a lot more on it). 3) Setting a precedent for the price of the Common Stock : This is the biggest issue with founder liquidity.

Founder Liquidity

K9 Ventures

If there is one piece of advice I would give to the founders of BST, it is to consider selling a part of their personal stock in the company at that stage. If things go well, and your company succeeds beyond your wildest dreams, it will end up being the most expensive house ever (because you could have held your stock and made a lot more on it). 3) Setting a precedent for the price of the Common Stock : This is the biggest issue with founder liquidity.

How Many Shares Should be Issued to Founders at Incorporation?

The Startup Lawyer

I typically advise issuing 50% to 80% of the authorized shares of Common Stock to the initial founders upon incorporation. Thus, if the certificate of incorporation authorizes 10,000,000 shares of Common Stock, an aggregate of 5,000,000 to 8,000,000 share should be issued at incorporation. If the startup plans to bring on additional founders in the […]. Incorporation

Rackspace Officially Goes Private in $4.3 Billion Deal

SiliconHills

Its common stock, under the symbol RAX, will no longer be listed for trading on the […] The post Rackspace Officially Goes Private in $4.3

Expedia to Buy HomeAway for $3.9 Billion

SiliconHills

Under the terms of the deal, Expedia will offer to acquire each outstanding share of HomeAway’s common stock […] The post Expedia to Buy HomeAway for $3.9 Expedia, based in Bellevue, Washington, announced Wednesday plans to buy Austin-based HomeAway in a deal worth about $3.9 billion. That represents a per share price for HomeAway of $38.31, based on Expedia’s closing price on Nov.

How to Divide Founder Equity: 4 Criteria to Discuss

View from Seed

Additionally, you should put whatever agreement you reach to paper , even if you have not yet incorporated or had your legal counsel draw up the founder stock paperwork. You can then work with your law firm to formally draw up founder common stock paperwork either then or subsequently.

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As You Accumulate Bitcoin or Cash, Where Should Startups Invest It?

The Startup Magazine

While investing in stocks, cryptocurrency, and companies can boost your wealth in less time, choosing the right path to take is essential to avoid missing out on growth opportunities. Stock Options. Investing in stocks is another alternative to generate additional income streams.

What happens when a company is acquired for less money than it raised in funding?

Gust

5) Senior Preferred Stock and warrants. 7) Junior Preferred Stock and warrants. 9) Common Stock (including any Preferred that converted to Common, any exercised options, and all Founders stock) and Common stock warrants.

Punch & Pie: How Should Co-Founders Divide Equity?

Agile VC

Additionally, you should put whatever agreement you reach to paper, even if you have not yet incorporated or had your legal counsel draw up the founder stock paperwork. You can then work with your law firm to formally draw up founder common stock paperwork either then or subsequently.

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Payment Data Systems to Begin Trading on the NASDAQ Stock Market

SiliconHills

San Antonio-based Payment Data Systems, which processes online payments for other companies, announced Tuesday that it has received confirmation that its common stock will begin trading on the NASDAQ Capital Market starting Aug. In addition, Michael Long, chairman and CEO of Payment Data Systems and Louis Hoch, the company’s president, will ring the opening […] The post Payment Data Systems to Begin Trading on the NASDAQ Stock Market appeared first on SiliconHills.

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Rally Gives $1.3 Million To The Boulder Community

Feld Thoughts

This check is for The Community Foundation and for the Entrepreneurs Foundation of Colorado (EFCO) and results from a gift of 24,793 shares of common stock from Rally at the time of its first financing that represented approximately 1% of the equity of the company.

Payment Data Systems Buys Akimbo of San Antonio for $3 million

SiliconHills

Payment Data Systems is buying the company with common stock in two tranches with up to $300,000 in cash if any liabilities are assumed. Payment Data Systems, an online payments company, announced Tuesday it has acquired Akimbo Financial for $3 million. Akimbo, founded in 2010, has raised $850,000 in investment. The company, based at Geekdom, […] The post Payment Data Systems Buys Akimbo of San Antonio for $3 million appeared first on SiliconHills.

TSYS Acquires NetSpend of Austin for $1.4 billion

SiliconHills

The deal calls for TSYS, based in Columbus, Georgia, to pay $16 in cash for each share of NetSpend common stock. TSYS announced plans to acquire Austin-based NetSpend for $1.4 billion. Netspend, founded in 1999, sells prepaid debit cards and other financial services to customers without bank accountants in the United States. NetSpend, which sells [.] The post TSYS Acquires NetSpend of Austin for $1.4 billion appeared first on SiliconHills. Austin Technology

How do you pay an early stage board?

Berkonomics

The option price should be set by appraisal under IRS rule 409a, and certainly should be low enough to recognize that common stock options are not worth as much as preferred stock, given the many preferences of the latter.

Founder’s Stock Is Gold, If You Know The Rules

Startup Professionals Musings

In reality, so-called “Founder’s” shares are simply common stock, issued at the time of startup incorporation, for a very low price, and normally allocated to the multiple initial players commensurate with their investment or role. Stock dilution control.

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Upland Software Files IPO

Austin Startup

Securities and Exchange Commission for a proposed initial public offering of its common stock in an effort to raise $50M in capital. Upland Software, Inc. will soon join the rarefied air of Austin-based public companies. The company announced that it has filed a registration statement on Form S-1 with the U.S. It was founded by Jack McDonald, former CEO of Perficient, and Chairman of the Greater Austin Chamber of Commerce. Enterprise IPO upland

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SolarWinds Announces $50 Million Stock Buyback

SiliconHills

Austin-based SolarWinds announced Monday that the software company plans to repurchase up to $50 million worth of its common stock. The post SolarWinds Announces $50 Million Stock Buyback appeared first on SiliconHills. “This share repurchase reflects the confidence of our management team and board of directors in the long term growth strategy that we have laid out and are executing on for SolarWinds,” Kevin Thompson, the company’s [.]

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Punch & Pie: How Should Co-Founders Divide Equity?

Agile VC

Additionally, you should put whatever agreement you reach to paper, even if you have not yet incorporated or had your legal counsel draw up the founder stock paperwork. You can then work with your law firm to formally draw up founder common stock paperwork either then or subsequently.

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How do startups decide who sits on the board?

Gust

In a larger startup post Series A or B, the board might be expanded to five people, with two directors chosen by the Common stock holders (the founders), two by the investors (often one by each of two VC funds), and one independent director agreed to by everyone. A company’s board of directors is technically elected by the company’s shareholders.

How do venture capitalists feel about following a crowdfunding capital raise?

Gust

The answer to that question at the pre-conference speaker’s dinner implied unanimous agreement (from a group consisting of many of the top angels, VCs, lawyers, and pundits in the industry), that “direct, equity-based, common stock crowd funding as envisioned by the JOBS Act” would absolutely, positively preclude future investment by any serious professional investor, either angel or VC.

Global Cash Access Acquires Austin-based Multimedia Games for $1.2 Billion

SiliconHills

Global Cash has agreed to acquire all outstanding common stock of Multimedia Games for $36.50 per share, 31 premium from the stock’s close on Sept. The news sent Multimedia Games’ stock which […] The post Global Cash Access Acquires Austin-based Multimedia Games for $1.2 Global Cash Access Holdings of Las Vegas announced Monday plans to buy Austin-based Multimedia Games Holding Co. for $1.2 billion in cash.

Founder’s Stock Is Gold, If You Know The Rules

Gust

In reality, so-called “Founder’s” shares are simply common stock, issued at the time of startup incorporation, for a very low price, and normally allocated to the multiple initial players commensurate with their investment or role. Stock dilution control.

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Second-Class Investor Citizens: Facebook’s IPO and Dual-Class Equity Structures

Gust

As a quick review, most startups begin life as corporations with a single class of equity securities, referred to as Common Stock , issued to founders, employees, and outside service providers.

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How to Protect Your Startup Founder’s Shares

Startup Professionals Musings

In reality, so-called “founder’s” shares are simply common stock, issued at the time of startup incorporation, for a very low price, and normally allocated to the multiple initial players commensurate with their investment or role. Stock dilution control.

Investment Tips for Small Business Owners

The Startup Magazine

Penny Stocks. If you aren’t all that savvy when it comes to investments, start with penny stocks. As they aren’t worth much, a common stock sold for under a dollar on the market is a great way for a small business owner to learn the market and develop important skills.

Startup Financing: Overview of Preferred Stock

Early Growth Financial Services

From time to time on Founders Workbench we give a brief primer on common terms and issues in venture financings. Today, we’re tackling participating versus non-participating preferred stock, a fundamental economic term in VC deals that goes to the heart of the business agreement between investors and management in connection with a sale of the company. This post by Ian Engstrand first appeared on Founders Workbench.

Why Uber is The Revenge of the Founders

Steve Blank

To turn your company’s stock into cash, you engaged a top-notch investment bank (Morgan Stanley, Goldman Sachs) and/or their Silicon Valley compatriots (Hambrecht & Quist, Montgomery Securities, Robertson Stephens). None of this was law, and nothing in writing required this; this was just how these firms did business to protect their large institutional customers who would buy the stock. Founders can now outvote the preferred stock holders (the investors).

7 Investor Term Sheet Demands Startups Need Not Fear

Startup Professionals Musings

For later investments, the price is equity, with a percentage of the owner stock to be assigned to the investor. Numbers in the 20 percent to 30 percent range are common. Type of stock assigned to the investor. Even founder’s shares are common stock.

The Harsh Reality Of The Preference Stack

Haystack

For employees at early-stage companies… the equity you’ve been granted is likely common stock, just like the founders. You can read more about the types of stock granted in startups here. I recently shared this article and tweeted this , and I was quite surprised by the thread it triggered and the reaction it generated.

What’s a Fair 409A Discount?

VC Adventure

As is true today, there was a requirement that options be priced at or above the “fair market value” of the underlying stock (otherwise there would be tax consequences to the optionee and sometimes to the company as well). Quick note: I’m not your lawyer.

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How to Raise Investor Funding for Your Startup

Early Growth Financial Services

Valuation — Know what these terms mean: Fully-diluted — This includes all issued stock and anything that could be converted into common stock (typically after an acquisition or IPO), such as your stock option pool.

In defence of liquidation preferences

The Equity Kicker

Additionally, they introduce a small amount of complexity and an element of misalignment between the investor and the common stock holder (usually the founder). I just read a New York Times article that led with the sentence “Deep inside a Silicon Valley unicorn lurks a time bomb”. It turns out that ‘time bomb’ is the much maligned and, I suspect, little understood, liquidation preference.

Venture Capital Term Sheets: Conversion Rights

Scott Edward Walker

Here are the issues I have addressed to date: common mistakes dealing with VC’s valuation liquidation preferences stock options exploding term sheets and no-shop provisions anti-dilution provisions dividends Board control protective provisions drag-along provisions pay-to-play and pull-up provisions In today’s post, I examine conversion rights of investors. As many of you know, VC investors are typically issued shares of preferred stock, not common stock.

Legal Documents for Your Startup with Founder's Workbench

ReadWriteStart

Documents that can be created include a Certificate of Incorporation, Bylaws, Consent of Board of Directors, and Common Stock Certificates.

If I Launched a Startup

The Startup Lawyer

4) Type of Shares: Common Stock. (5) 5) Par Value of Common: $0.0001. (6) Here’s what I’d do in the beginning: Incorporation. (1) 1) Entity Choice: Corporation or Corporation. (2) 2) State of Incorporation: Delaware. (3) 3) Authorized Shares in Charter: 10,000,000 Shares. (4) 6) Initial Founders Issuance: 8,000,000 Shares. (7) 7) Founders Equity Split: Depends on the Team, But Quickly and After the Awkward & Difficult Conversations. (8)

If I Launched a Startup

The Startup Lawyer

4) Type of Shares: Common Stock. (5) 5) Par Value of Common: $0.0001. (6) Here’s what I’d do in the beginning: Incorporation. (1) 1) Entity Choice: Corporation or Corporation. (2) 2) State of Incorporation: Delaware. (3) 3) Authorized Shares in Charter: 10,000,000 Shares. (4) 6) Initial Founders Issuance: 8,000,000 Shares. (7) 7) Founders Equity Split: Depends on the Team, But Quickly and After the Awkward & Difficult Conversations. (8)

The Kinect Accelerator

Feld Thoughts

If accepted, each company will receive an equity investment of $20,000 in exchange for six percent of the company in common stock, which will be held by TechStars. As someone obsessed with human computer interaction, the Kinect is an important piece of hardware. Of all the various things Microsoft is working on these days, I find it the most interesting.

8 Ways To Nurture New Venture Stock Into A Goldmine

Startup Professionals Musings

I’ll never forget that great sense of excitement I felt when I incorporated my first business, and realized that I was now the proud owner of 10 million shares of common stock. Unfortunately, in my years since as a small business advisor, I have seen too many founders squander this asset through a lack of understanding of some basic legal and operational issues, or by handing out nominally “free” stock to the wrong people at the wrong time.

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