When a startup offers shares to an investment firm while the founders retain control over their company, they can implement several strategies to achieve this. The goal is to give away some ownership equity to the investor while maintaining decision-making power and control over the company’s key matters.
Here are the key strategies that can be used:
1. Issuing Non-Voting Shares
- Non-voting shares allow the investment firm to own a portion of the company without giving them voting rights on critical company decisions.
- The founders can retain voting shares (which carry the power to make decisions), while the investment firm holds shares that do not grant them any control over day-to-day operations or significant business decisions.
2. Dual-Class Share Structure
- A dual-class share structure allows the founders to create two classes of shares: one class with enhanced voting rights and another with regular or reduced voting rights.
- Class A shares (typically held by founders) may carry multiple votes per share (e.g., 10 votes per share).
- Class B shares (issued to investors) may carry 1 vote per share.
- This way, founders can retain a majority of the voting power, even though they may own less than 50% of the equity.
Example: The founders can issue shares to the investors that represent 30% of the company’s equity but only hold 5% of the voting rights.
3. Shareholders’ Agreement with Reserved Powers
- A shareholders’ agreement can outline specific clauses that reserve key decision-making powers for the founders (promoters), regardless of their ownership percentage.
- This agreement may include clauses like:
- Founders retain the right to appoint key executives or board members.
- Decisions on major business actions (like mergers, acquisitions, or issuing more shares) require the approval of the founders.
- The agreement helps ensure that even if the investor owns a significant portion of the company, the founders still control critical decisions.
4. Board Control (Supermajority or Founders’ Seats)
- Board control is a key aspect of retaining decision-making power. Founders can negotiate to have a majority of board seats or specific “supermajority” requirements that ensure they control the company’s direction.
- For example, the founders may stipulate that they hold 2 out of 3 board seats.
- Alternatively, they can require that certain decisions (e.g., selling the company or issuing new shares) need supermajority board approval, ensuring founders have veto power on critical matters.
5. Veto Rights or Golden Shares
- Founders can be granted veto rights over specific decisions through a shareholders’ agreement. This gives the promoters the final say on key decisions, even if investors have a majority of shares.
- A golden share is a special type of share that gives its holder (often a founder or government entity) the ability to veto certain decisions, regardless of the voting power of other shareholders.
6. Preemptive Rights and Anti-Dilution Clauses
- Preemptive rights give founders the right to purchase additional shares in any future funding rounds to maintain their percentage of ownership.
- Anti-dilution clauses protect founders from dilution in future rounds, ensuring that if new shares are issued at a lower valuation, the founders’ ownership percentage is adjusted.
7. Stock Option Pools
- The company can create a stock option pool for employees that reduces the dilution impact on the founders.
- Stock options encourage employees to work toward the company’s growth and success without immediately diluting the founders’ ownership and control.
By employing a combination of non-voting shares, dual class share structures, shareholder agreements, and board control mechanisms, the founders can offer equity to investors while maintaining the controlling rights and decision-making power in the startup. These strategies allow the founders to retain control over the strategic direction of the company, even if they own a minority stake post-investment.