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发布时间:2024-04-16 来源:http://www.daoshangbao.com/


The unitary equity structure refers to the integration of equity ratio, voting rights (voting rights), and dividend rights.


Under this structure, the rights of all small and medium-sized shareholders are determined based on their equity ratio. This is the simplest equity structure, and the key to avoid is the problem of company deadlock! There are several voting rights "nodes" in practice:


1. If one shareholder holds a capital contribution ratio of 33.4% or more;


2. If there are only two shareholders and both parties contribute 51% and 49% respectively;


3. If one party's contribution ratio exceeds 66.7%;


4. There are two shareholders and each party contributes 50% of the capital.


Here, the third type of contribution ratio means that the company will not form a deadlock under any circumstances, as the voting rights ratio has reached more than two-thirds. A valid company resolution can be unilaterally formed on any voting matter, unless the company's articles of association set a minimum limit on the number of shareholders who must agree. The worst scenario is the fourth one, where two shareholders each hold 50% of the voting rights, which means that any resolution made by the company must be unanimously agreed upon by both parties in order to be effective. Similarly, the most common practice is the equal distribution of equity, which is a huge pitfall.


(2) Dual equity structure




The dual equity structure refers to the unequal proportion arrangement of equity between equity ratio, voting rights (voting rights), and dividend rights, separating shareholder rights.

我国的公司法修订后规定,章程可以约定同股不同权,当然,在股份公司下,只有不同类别的股东才能这样设计,同一类股票的权利应该是一致的。这种架构设计,适合那些,需要将分红权给某些合伙人,但将决策权给创始人的多个联合创始人的情况。这种股权架构在 国外非常普遍,例如Facebook在IPO时的招股书中,已明确将股权分为A、B股,扎克伯格通过大量持有具有高表决权的B类股来维系对公司的掌控;

After the revision of China's Company Law, it is stipulated that the articles of association can stipulate different rights for the same share. Of course, in a joint-stock company, only different categories of shareholders can design in this way, and the rights for the same class of stocks should be consistent. This architecture design is suitable for situations where dividend rights need to be given to certain partners, but decision-making power is given to multiple co founders of the founder. This equity structure is very common abroad, for example, Facebook's IPO prospectus clearly divides equity into A and B shares, and Zuckerberg maintains control of the company by holding a large number of B-class shares with high voting rights;


(3) 4x4 equity structure




4X4 refers to the four-wheel drive of automobiles, and the 4X4 equity structure is based on the binary equity structure, dividing the company's shareholders into four types: founders, partners, employees, and investors, and making overall arrangements for their rights.


There are three main steps in the design of the 4X4 equity structure:


Step 1: Divide the share of the company's equity cake between investors and founders;


Step 2: Consider dividing the remaining cake between partners and employees, and then dividing each person's share based on their individual contributions to the company within these two parts of the cake;


Step 3: Check for any deficiencies and make adjustments based on whether there are any unreasonable aspects of the equity obtained from the first two steps.


How to Specifically Operate 4X4 Equity Structure Design


(1) When designing equity, consider the following issues first:


What type of enterprise does our company belong to? (Human driven, capital driven, resource driven, etc.)


What are the most core resources for the development of enterprises?

(注:企业所需要的资源可以分为:①资金②关系,包括可以为企业提供客户群、投资者、合作伙伴、或顾问等人脉关系③知识产权 ④企业所需的基础设施比如:办公楼、工作室、设备厂房等 ⑤ 人力资源 ⑥想法、创意

(Note: The resources required by enterprises can be divided into: ① funding ② relationships, including providing customer groups, investors, partners, or consultants with network relationships ③ intellectual property ④ infrastructure required by enterprises, such as office buildings, studios, equipment factories, etc. ⑤ human resources ⑥ ideas and creativity


Who can provide these resources that enterprises need?


What are the resources currently held by the enterprise? What resources are needed for future development? Among all the resources, which ones are needed by the enterprise in the long term and which ones are met at once for the development of the enterprise


How to ensure that enterprises have the necessary resources


How to attract financing through equity structure design?


Investors are willing to invest in startups, and besides valuing the entrepreneurial project itself and analyzing the founder's abilities, the most important thing is the company's organizational and equity structure. What are the preferences of general investors for the allocation of equity structure in enterprises?


Firstly, investors are relatively opposed to equity egalitarianism


The consequence of egalitarianism for businesses is that no one can afford the entire company, nor can anyone make decisions. The main reason why investors tend to let the core figures of the company control the majority equity is to give a decision-maker control over the company, so as not to prevent the company from making effective decisions. Enable enterprises to achieve rapid growth goals in the early stages, thereby making it possible for investors to realize their investments.


Secondly, investors also value whether startups have reserved space for equity adjustments in the early stages of entrepreneurship.


Enterprises will continue to develop and there will definitely be excellent partners joining in the future. At the same time, a scientific company management system must have equity incentives.


Considering whether there are incentives for future employees and reserved equity for venture capital is a way for investors to assess whether entrepreneurs have a long-term vision. Consider what talents and resources need to be introduced for the future development of the enterprise, and do not divide the equity in full at the beginning. At this point, it is necessary to have a concept of equity pool or option pool, generally speaking, the proportion of reserved equity is about 15% -20%. Alternatively, the share ratio of each individual who needs to be allocated equity at the beginning can be reduced by 5% and placed in the equity pool. In the future, equity adjustments will be made based on the different contributions of each individual at different stages of the project. And it is best to establish an equity pool in the early stages, as establishing an option pool in the later stages may dilute the equity of investors.



Thirdly, investors are more inclined towards equity structures with clear gradients.


For example, a general equity structure can be adopted where the founder holds 50-60% of the shares, co founders hold 20-30% of the shares, and a reserved equity pool holds 10-20%.


Investors' preferences for corporate equity structures provide entrepreneurs with a reference and suggestion for designing equity structures. However, there must also be certain guidelines for the equity that companies give to investors. Generally speaking, the allocation of equity to investors should follow the idea of "investors investing large amounts of money, occupying small stocks, acquiring equity, and exiting".


Huayi has always emphasized the need to allocate equity based on the size of its contribution to the enterprise. Funds are crucial and contribute the most direct resources to any enterprise. But at the same time, the equity of the enterprise is also very limited. Investors should not be allowed to hold major shares, resulting in insufficient remaining equity to be distributed to others, which can easily lead to the company being wealthy but unable to achieve success.


The equity obtained by investors is only temporary, because for investors, obtaining corporate equity is not the ultimate goal, but to realize the equity after the company appreciates. And enterprises also need to allocate a certain amount of equity share to new investors in subsequent financing. Therefore, it is necessary to establish a good exit mechanism for investors.


This article is from Jinan Equity Partnership Design. For more content, please click: http://www.daoshangbao.com We will provide satisfactory service for the questions you ask. Welcome to call us!

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