33-33-34

A tech startup shares its ownership widely as it grows and matures. I think 33-33-34 is a healthy ratio, although many permutations and combinations are possible: 33 to the founders, 33 to the investors in various rounds, and 34 to the team.

Some venture capitalists think their share ought be 40 per cent. Some of them collude with the founders to leave very little for the team. Some of them gobble up even more than 40. I know of one case where the founders had been watered down to around one per cent. That company died soon after.

Round 1 investment is also known as the seed round, or friends and family round. Usually people who have known you a few years put in some money. Venture capitalists are people too. There are all kinds. That includes the bad apples. Vulture capitalists are venture capitalists with bad character. Often times the vulture capitalists have a tendency to water down the early stage investors, and this is with successful companies.

If you are going to give away 33 per cent of the company to investors in various rounds, a good figure for round 1 might be 5. So say you raise 100K in round 1 to give away 5 per cent of the company. It is a good idea to add an anti-dilution clause in there so this 5 per cent stays 5 per cent in all future rounds.

But the anti-dilution clause not used right can backfire. Say you gave away 20 per cent of the company for 50K in round 1 and added an anti-dilution clause to the agreement. You just made it super hard to raise future rounds of money, to attract co-founders. If you gave away 50 per cent for 50K, and added an anti-dilution clause to it, the company is pretty much dead. The person who put in 50K just lost 50K.

I believe Mark Zuckerberg made this mistake starting out. He gave away a huge chunk of his company to his Harvard roommate who put in the first 100K. VCs who came in later had to incorporate a whole new company to dilute away that first guy who made no contribution beyond that first monetary investment. He was an angel investor, not a Co-Founder. Much of the drama in the Facebook movie resulted from this first misstep.

The anti-dilution clause is not the norm right now. Most first round investors might start out with some good sounding number like 20 or even 30. But in future rounds they get diluted to the point they might not make any money.

Another key concept is vesting. If you have a 5% equity, and it is scheduled to vest over five years, and you leave the team after one year, you only walk away with 1% equity. The other 4% goes back to the company. This vesting schedule is for team members, not the investors.

Launching a tech startup is kind of like launching a rocket. The first 100 meters are probably the hardest. Various rounds of fundraising can be compared to various stages of a rocket’s ascent.

A tech startup is a high risk venture. No risk, no gain. You could fail. If you do not raise round 1 money, you will have failed already. You could raise round 1 money and still fail. You could raise round 1 money, do the work, successfully raise round 2 money, and still fail. You could raise round 1, round 2 money, do the work, and still fail. You could raise rounds 1, 2 and 3 and fail. You could do very well for two years, even three years, get a lot of good press, get featured in the New York Times and TechCrunch, and The Kathmandu Post and Vishwa Sandesh and still fail.

My point being fundraising is important, press and hype are important, but ultimately it is about the business fundamentals. Unless you give it the very best shot you can, you will fail, guaranteed. A hundred million dollars is no joke. Heck, a million dollars is no joke. Less than five per cent of the people in America make more than 100K a year.

Fundraising can feel challenging. But once you have money in the bank, team building can be hard. Because ultimately how good you do depends on how good your team is.

There are such huge swathes of the economy that are waiting to be digitized that it still feels like the wild, wild west in the software industry. Big money is waiting to be made.There is a lot of wealth creation in the future. Understanding the ins and outs of equity is necessary to doing well with your startup. Most of the most treasured members of your team will join you for the equity you might give them. It is not salary. Chances are you will pay them below market rate salaries.

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