Presentation on theme: "Managing Your Investors/Shareholders Patrick H. Gaughan, J.D., M.B.A. Youngstown State University Coffelt Hall Youngstown, Ohio 44555 440 829 7010"— Presentation transcript:
Managing Your Investors/Shareholders Patrick H. Gaughan, J.D., M.B.A. Youngstown State University Coffelt Hall Youngstown, Ohio 44555 440 829 7010 pgaughan@YSU.edu Part of the MBA Lite Series: Manage Your Business
The Hudson Library & Historical Society/ Burton D Morgan Center For Entrepreneurial Research DateTopicTitle/Organization Oct. 3, 2011 - DONEInnovation (Finding A Niche)The University of Akron Oct. 10, 2011 - DONEOrganizing The BusinessBalwin Wallace College Oct. 17, 2011 - DONEMarketing The IdeaKent State University Oct. 24, 2011 - DONEFinding The FundingCase Western Reserve University Jan. 11, 2012Managing Your Shareholders/Investors Youngstown State University Jan. 19, 2012Rethinking Intellectual Property Strategy: The Impact of the America Invents Act Case Western Reserve University Feb. 1, 2012Financial Decision MakingKent State University Feb. 8, 2012Mindsets of the EntrepreneurHiram University
Who am I, what do I do? MBA and licensed attorney. Co-founder of the Garden Club Angels. Recently Exited East Palestine China Decorating, LLC (a successfully restarted business). Offices at –YSU Graduate Studies, –YSU Williamson College of Business & –Youngstown Business Incubator. I work with entrepreneurs and angel investors. Help structure and facilitate deals. Work with high and low tech companies.
Before We Start… a few words about the Pros and Cons of Different Investors. Friends & Family Customers / Suppliers Angel Investors Venture Capitalists
Friends & Family Pros: Informal Easy Impressed May invest regardless of opportunity Cons: You’ll see them forever They probably don’t understand Investment value likely cash-only
Customers/Suppliers Pros: Understand proposed service Understand market Have vested interest in success Cons: Have conflicts of interest May overvalue contribution
Angel Investors Pros: May have outstanding contacts May have relevant experience Cons: May insist on participating/controlling Can be annoying and intrusive
Venture Capitalists Pros: Have resources to grow big fast Have experience troubleshooting Make Angel Investors appear reasonable Cons: Are certain to professionally negotiate tough terms Are impatient Can and do replace underperforming management Time wasted trying to get initial deal
For ALL Investors… Understand their risk tolerance. What are their liquidity needs as relates to investment period? What do they expect for a return? What role do they expect to play? How accountable/responsive do they expect you to be? What, besides money, are they willing/able to contribute? [See Investor matrix].
So, What’s “Managing Shareholders/Investors” All About…? 1.Personalities 2.Goals 3.Contributions 4.Valuation 5.Structure 6.Exit Arrangements
1 of 6: Personalities Notwithstanding everything else in this presentation, never maintain a Shareholder/Investor relationship with someone you don’t respect and/or with whom you can’t maintain a working relationship. Insist on integrity. Look for past examples. Make sure the respective roles are agreed upon and respected too. If respect/relationship is lost – exit. Repeat the bullets above as necessary.
2 of 6: Shared Goals At the initiation of the relationship, clearly confirm agreement on the purpose/goals of the organization. Possible goals: –Profit Maximization –Market leadership –IPO –Civic Contribution –Economic Development –Education –Respect and Envy of the Neighbors –Quality of Life Once agreement is achieved, be very careful in monitoring how the goals evolve. Seek consensus.
3 of 6: Contributions It is a mistake to view the contribution of a shareholder only in cash. Alternative potentially valuable contributions: –Cash –Information –Technical Know-How –Managerial Know-How –Contacts (customer, employee, distribution, etc.) Agree on the opportunity and how the investor can contribute value to it.
3 of 6: Contributions (part 2) Key - Match what the Shareholder/Investor wants and is able to give with what the Company needs to achieve its goals. Pay only for what is actually delivered AND that the Company values (while being respectful). Think about the Investor Matrix (next slide) Remember The Step Function Relating Company Value To Time (slide after that!)
The Investor Matrix
An Example of the Relationship of Company Value To Performance Benchmarks
3 of 6: Contributions (tie-up) Secret is to tie the contributions of the Shareholder/Investor to the increase in value of the company. If no delivery, no additional interest. If delivery, some to Shareholder/Investor; some to company.
4 of 6: Valuation No way to cover in 75 minutes! Theoretical basis: –Firm Value = NPV (future net profits discounted by Risk) –Where i/y = minimum return Practical basis: –Firm Value = cost of building/acquiring a competitor (are there barriers to entry stopping this?). It depends on the circumstance.
5 of 6: Structure Understand your corporate structure Understand your deal structure
Your Corporate Structure Are you a C or S corporation? Are you an LLC? Managed or Member operated? How many authorized shares do you have? How many are Issued? Voting? Rights of participation? Dilutable? Are their any liens against company assets? Have you adopted Regulations/By-laws/Operating Agreement? Are there any Buy-Sell Agreements? Non- competition agreements?
Your Deal Structure (1 of 7) Pick A Structure That Fits Both the Company’s and the Investor’s Goals. Be consistent on terms across Investors
Your Deal Structure (2 of 7) General options –Common equity –Preferred equity –Convertible Notes –Options/warrants This are discussed over the next
Common shares are highest risk (3 of 7) Last to be paid upon liquidation of the company Liquidity totally unknown Payout generally pro rata to all other issued shares However, can be appropriate if buy- laws/regulations are in place
Preferred Shares (4 of 7) Have benefit of preference as to dividends, liquidation, etc. Require two classes of shares (impacts S corps) Requires a certain level of investor sophistication As equity, dilutes ROE calculations but reduces balance sheet leverage
Convertible Notes (5 of 7) Treated as debt with right to become equity No voting rights until conversion Preference upon liquidation Value is certain prior to conversion.
Promissory Notes w/ Warrants (6 of 7) Provides best of debt and equity Increases leverage on balance sheet Complicates bookkeeping for diluted shares (like convertible notes) Warrants (put or call)
Guarantees, Security Interests and other stuff. (7 of 7) Personal guarantees on corporate debt – watch out. Security Interests – provide a right to proceeds upon liquidation before all others. Loan covenants – place management and financial restrictions Full & Half Ratchet Provisions – Adjusts equity valuation for early-stage investors Rights of Participation – assures the right to invest in a particular round
6 of 6: Planning The Exit Nothing lasts forever; plan the exit before anyone enters. Discuss valuation issues upon entry. Understand the ways deal structure and management can change deal value.
6 of 6: Address company valuation issues What is your company worth? What is the basis for your valuation? What will the company be worth as you hit each benchmark? What will it be worth if you fail to reach a benchmark as scheduled?
6 of 6: Ways of Establishing/Increasing Value Don’t need investment (seriously) Comparable valuations Established strategic purchase value Believable profit projections Deal structures minimizing risk Compelling management team track record Pre-sold customer ‘orders’ Multiple completed steps in implementation plan
In Review: “Managing Shareholders/Investors” Is About: 1.Matching Personalities 2.Sharing Goals 3.Agreeing On Contributions 4.Sharing Views On Valuation 5.Establishing Structure 6.Plan For The Investor’s Exit Before Entry
Any questions? Patrick H. Gaughan, J.D., M.B.A. Youngstown State University Coffelt Hall Youngstown, Ohio 44555 440 829 7010 pgaughan@YSU.edu