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Founder conflict: disagreement on fund raising

This article is the nineteenth in the Startup Series on FirstPost’s Tech2 section and first appeared on July the 12th, 2017.

Is there such a thing as disagreement among founders on fund raising? Isn’t external fund raising seen as some kind of marker of validation for startups, one that sets them on the growth path like a rocket ship?

Yes, I know you are incredulous.

But it happens.

Founders can and do disagree on the idea of external fund raising, on the timing, on terms, on some combination of these.

First, the idea of external capital. In his research, Stanford’s Professor Noam Wasserman has found that most founders give up management control long before their companies have an IPO. The process of letting go of control to maximise financial gain, he found, is not easy. He asks: do you want to be “rich” (less control but maximum financial gain) or do you want to be “king” (all control but less than potential financial gain)? These two aims are often at odds with each other. It is important to understand and agree on the vision for the startup, but also on how each founder visualises the path to get there.

Can doing due diligence before agreeing to be cofounders help us with the dilemma in the future? May be.

How can you assess whether you are talking to a “rich” or a “king” type potential cofounder? Look at their past decisions! Even though past behaviour may not be a guarantee of future decisions or performance. How did they choose investors, employees, team mates? What kind of relationships have they built and with what kind of people? Did they make different decisions when they were in control versus when they were given an order?

Doing all this helps, but the revealed preference when push comes to shove may be quite different. That is where conflicts arise, and as conflicts go, this one is pretty fundamental to the direction a startup will take. The founder who wants to be “king” may not want external funding, which means the startup may have to rely on organic, often slower, growth. The founder who wants to be “rich” would want to get on with the job of raising capital, and will have to be the one to recognise signals that warn him or her of the challenges ahead.

Second, some founders may disagree on when to raise funds. Fund raising can take anywhere from 6 months to a year. Founders, who disagree on timing, may also not recognise that fund raising takes time and that the company may run out of money before they succeed at raising. This can be a challenge to the existence of the business. Founders need to start discussing and working on the fund raising much earlier than they think they will want the money.

Third, some founders may disagree on terms on which to accept money. Since no investor worth taking money from will fund an unincorporated company, this is something founders can and should have addressed at the time of forming the company.

The question of resolving disagreements amongst founders would have been addressed in a good shareholder rights agreement. Including the scenario, where there is an impasse or a deadlock on a material action such as fund raising. Remember how I have harped through this column series on about paying a competent lawyer? This is another reason why. A good lawyer would have had experience of conflict and conflict resolution between founders, and should have advised you on its probability.

If there is no shareholder rights agreement in place, then like much else, it is a matter of negotiation. That means the outcome cannot be predicted.

Finally, what if you come to the fund raise, and one of the founders wants out? Should the other founders try to talk him or her into staying, or should they let him or her go? This can be tricky. The founder, who wants out, may be tired, fed up, no longer interested. The feelings can be fleeting or they may have made up their mind. Find out which it is. Make a call on whether it is a distraction you can afford right now. Whatever it is, your shareholding rights agreement should have addressed this scenario. When someone wants to go, let them go. As long as the rest of you are on the same page, you have a finite chance of making something of your startup and your vision.

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Founder Conflict: the troublesome star in the team

This article is the eighteenth in the Startup Series on FirstPost’s Tech2 section and first appeared on June the 19th, 2017.

Both business and sport celebrate stars. In sport, especially football, star performers are often traded for huge sums of money, without regard to the fact that football is a team sport. The history of player trading shows that too many “stars” fail, when placed in the context of another team than their last one that let them shine. Startups are a team sport too, and founder conflict can sometimes arise from one “star” disrupting the team.

In an earlier column, I had written about a founder and her challenges with the technology lead. She had given the tech lead co-founder status and given him a considerable chunk of equity. Much conflict later, she had to part ways with him. That did not come without a lot of legal trouble and negotiation. The delay in resolving the conflict also derailed some of her timelines.

Are stars, especially uncooperative, uncollaborative and egotistic ones, worth it in a startup founding team? And what happens when you, as a co-founder, find yourself wasting altogether too much time on resolving team conflict due to a disruptive “star”?

Such conflict, if repeated or persistent, obviously does not bode well for the long term future of the startup. It is therefore best addressed when it first arises because if it is not nipped in the bud, you might find yourself expending too much energy on non-value generating activities rather than on core business issues.

Most people however do not relish confrontation, leave alone interfering in conflict and resolving it. So how can one approach this unwitting role of being a “peacemaker”?

As a first step, give yourself some time out. Separate yourself from the situation and take time to think clearly about the long term and ask these questions: Who in the team has a good attitude about working long term in a rapidly changing environment; who brings their competence to the work; whose ego hampers their delivery even though they may be competent; who is likely to be a better ambassador for the company in its growth years some time down the line; whom can you see yourself speaking and working with everyday for the next foreseeable future. These are deceptively simple questions with meaningful answers that bring clarity. In exploring all this, do not just go with your rational mind e.g. thinking the “star” may be irreplaceable or very expensive to replace. Pay heed to your feelings and your gut feeling e.g. does the “star” make you uncomfortable enough to avoid him or her altogether?

Consider the implications of breaking a relationship now on not-very-friendly terms. Can it bring you or your startup reputational damage? Will the break hurt a friendship? Will it shut doors to potential customers and investors for you? How will you protect yourself and the startup from the fallout?

Further, calmly assess the complete cost – legal, time, money – of getting rid of the “star” or indeed people that are conflicting with the start. Does the person have equity? Did the person do a lot of sweat equity work? What legal protections did you put in place for the business? If the person is a shareholder, what is your written and/ or implicit agreement? If you have been reading this column series, you will know we have discussed these issues in various columns and the importance of thinking of these challenges right when forming the startup and creating founder agreements.

Assess also the cost of replacing the person or persons now or later in time. This cost should not just be monetary but also the cost of delays, lost motivation, the risk of others quitting because they cannot bear to work with the troublesome star. The non-monetary costs are not quantifiable but could make or break your startup.

Last but not the least, remind yourself why you are creating the startup. I have often helped concerned founders visualise the possibility of a shattered vision if the bad situation persists. It is remarkably effective in spurring them out of paralysis and into effective and immediate action.

Once you have built a clear picture of the present and the future — with or without the “star” — you will be able to make a decision that is justifiable, fair, and, above all, taken in the best interest of the business and not just to pander to egos at war.

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Work and isolation

On the same day that I saw a journalist in London seeking to speak with people about workplace isolation, a friend in California noted that she wanted to have a little social but found that her real world community was either virtual or non-existent.

My friend in California chalked her lack of community down to her being an entrepreneur, where long hours of work mean one’s options to socialise are mainly people who are employees or customers, both of which can be awkward.

When I mentioned workplace isolation to friends in senior corporate jobs, one quipped that this isolation malarkey was all down to people opting to work in the gig economy. Another noted, with a sigh, that the more senior one became in a large corporation, the more isolated one became, with fewer and fewer people seeing one as human, and fewer still willing to speak truths to power, so to speak. Indeed the story of António Horta Osório, the CEO of Lloyds Bank in the UK, and his spiralling into depression that led to a breakdown is well-known and one of the few honest stories of the impact of isolation to come out in public.

Without even reflecting over my own career of over 20 years, I know instinctively that the gig economy did not create workplace isolation. It is an existential condition of human beings to seek both camaraderie and company, and solitude: the former perhaps to generate ideas and to rejuvenate the self, the latter to reflect, create, and indeed, rejuvenate.

My experience of isolation in corporate life came from many sources. One  of them was being a gender minority. I even wrote a piece about my experience in Cosmopolitan magazine’s India edition around 1996-97. While my male colleagues were good people, it was tricky to socialise with them weekend after weekend. The city I lived in, Delhi, did not then have public transport so it was expensive, unreliable, unsafe, or all of the above to go across town to attend book readings or see films etc.  My solution was to start learning German on the weekends, which earned me much mockery but also a career break into Europe to open a new country office.

That unfortunately brought its own flavour of isolation. This time I was in Switzerland’s German speaking region, as a gender, ethnicity, and apparently age minority in the IT industry. My coping was hugely eased by my friendship with two others in a similar boat, both foreign to the German speaking regions in their own ways.

I then transitioned to a role in the UK where my team was spread across time zones. That was splendid isolation indeed as I began work at home at about 4.30am to catch my Asia-based team members as they began the day and the work day rolled on all the way to California. Going into the office was an option but I needed a few hours in the day unplugged. This is the bit of my experience now cited in this FT article the journalist mentioned earlier was writing.

You see, there are many ways the structure of corporate work and workplaces can be isolating.

My life as an independent consultant and advisor, an entrepreneur if you will, after the corporate stint, has been a solitary experience, save for meeting clients at lunch and sometimes friends for coffee. This fits the cliched image of the gig economy that I mentioned earlier.

Yet somehow we cope. And many of us continue to thrive.

My sense is that women cope better. Most women are socialised to seek and build communities, “to tend and befriend” not just in times of great stress. The web is helping break geographical barriers and enhance some sense of community. MumsNet is a well-known example of such a community. Several closed and secret groups of women founders and leaders thrive on Facebook. Some such as Blooming Founders and NOI Club have physical world components too. With the burdensome expectations of performance of masculine behaviour, men suffer silently — and alone — in their loneliness. This does not help workplaces or society.

Institutionalised solutions are emerging too. The gig economy worker, the entrepreneur and the small-corporate worker alike now have options. WeWork provides co-working spaces, designed to foster serendipitous and organic networking. The company has diversified into providing co-living in a few cities around the world too and it is branded WeLive.

Some criticise WeLive as an extension of dormitory or student halls living but really now! In the face of all this evidence of loneliness and isolation, that is the best criticism you can come up with?

As I said to Emma in that FT article, loneliness can have an existential quality. It forces us to examine the meaning of life in ways being surrounded by people all the time does not make feasible. From that isolation emerge creativity and ingenuity. But it can also foster mental health and addiction problems for many.

The real solution for us all lies perhaps in Goldilocks’s perfect porridge — not too much isolation, not too much cacophony of human company. Each person’s “perfect” however will differ.

What does all this mean for the design of work and workplaces? And indeed for our lives and societies?

As I see it, we may need a complete rethink of our shared and personal spaces. For workplaces, it could mean the provisioning of both open spaces to socialise and banter, and closed, quieter spaces to think and do actual work, sometimes energised by that interaction. Our living spaces need similar possibilities, if not within our own homes, then within the larger context of our neighbourhoods and cities we live in.

Politically and socially, we seem to be in an upheaval worldwide. Many are selling us the nostalgia of a glorious past, which, some argue, keep us from imagining better futures.

In this churn, could we hope to create a new order of things that are actually designed to serve the humans that use or inhabit them? Much like the Arts & Crafts movement’s thinking on spaces, a hundred years on?

I need to reflect on this. Alone. Perhaps you do too. Let’s convene later!

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Of untenable CEOs

The positions of two CEOs are being discussed this week as untenable. One of them is the British Prime Minister Theresa May, fresh from the weak and wobbly win at an election where she campaigned as the “strong and stable” alternative. The other is Travis Kalanick, the CEO of Uber, who is currently running an organisation without a COO, a CFO, a CMO or SVP of Engineering, and is under pressure to take a leave of absence following an investigation by Eric Holder into the pervasive sexist culture in the company.

On first glance, there are no similarities. What can a British PM fond of speaking in tautologies possibly have in common with a CEO of an organisation widely seen as having “disrupted” public transport and valued at US$ 70Bn (though some disagree)?

On a bit of reflection, one key similarity emerges: a leadership style that fosters a toxic organisational culture.

On becoming PM first, Mrs May famously operated a kitchen cabinet of sorts, with a small coterie of advisors and throwing out anyone who seemed to be out of line with her authoritarian way of working. She called an election presumably buoyed by a 20-point lead over Labour in the polls to seek an absolute majority to enable her to negotiate a Brexit deal without needing the support of the Parliamentary colleagues. Having called the election, she did not discuss her manifesto with her party or her team, focused on “Theresa May” and not the Conservative Party, and uttered meaningless soundbites that earned her the moniker MayBot over the campaign.

Mr Kalanick, on the other hand, presided over an organisation that thought nothing of threatening journalists and “weaponising facts“, nor of accessing and sharing medical records of a person raped by one of their drivers in a country far flung from California. Privacy was not a thing to bother with. He also deemed it acceptable to issue guidelines on how to have sex with a colleague at an office party.

Culture, as the developments this week show, does eat strategy for breakfast.

In Britain, the electorate was able to challenge Mrs May so much so that at the time of writing, there is a scramble on, and many Tories do not see her leadership going unchallenged.

In case of Uber, however, the three co-founders own a controlling stake. That may appear, at first glance, to make the job of the board harder if they wish to ask Mr Kalanick to step down. But the board has voted unanimously to adopt the Holder report and is said to be considering the option.

However, much as deposing Mrs May and Mr Kalanick may give a sense of having done something, the real challenges remain.

Uber’s culture will not repair itself overnight. Nor will the company magically be able to attract talent* to fill the key roles. Bad reputation and the whiff of scandals can endure, as another organisation unable to attract talent is currently experiencing.

Nor will Mrs May suddenly become better at being collaborative, discursive, amenable to advice, and realistic about Brexit negotiations, although this is precisely the advice being given to her. To be fair, she has apologised to Tory MPs. But despite her apparent contrition, “I will get us out of this mess” doesn’t sound like a departure from me-centricity.

Whoever takes the poisoned chalice, or chalices in case of Uber, shall face the challenge to be a vigilant steward of the interests of investors, shareholders, and citizens alike.

After all, in this brave new world of breaking coalitions and disrupted industries, “Eternal vigilance is not only the price of liberty; eternal vigilance is the price of human decency.”

*Link dated June the 14th added two days after this article was published.

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Founder Conflict: Key Asset Ownership

This article is the seventeenth in the Startup Series on FirstPost’s Tech2 section and first appeared on June the 7th, 2017.

In this and the next couple of columns, I shall write about founder conflicts commonly encountered but not often easily resolved.

Some are foreseeable e.g. what happens to the equity of a co-founder who ups and leaves, and hence addressable, e.g. in the case of this example, through a shareholding rights agreement for which you ideally paid a lawyer, who helped you understand what you were agreeing to.

Some arise from human beings being human beings, ranging from unpredictable and flaky, to stubborn and demanding. These conflicts are harder to resolve because they require us to think creatively, to minimise immediate and future damage to the startup, and to stay focused despite all provocation.

One of the most common disagreements arises from the ownership of things that founders may bring to the potluck called the startup, and that really are essential business assets. The social media real estate is sometimes acquired before the company has been formed. Getting handles on platforms aside, this may mean one of the founders, who may not yet legally be in a contract with other founders, pays for the domain name or names. In the hubbub of early days, the domain name ownership transfer never happens and the founder, who paid for it, continues to own the domain name.

Should he? The short answer to that question is: No.

The domain name is an intangible asset of the business, among other IP. The renewal incurs a recurrent cost. If the person makes the expense out of his pocket, he can solidify his claim on the domain name. If the company reimburses him this expense, it is further unclear why he continues to hold on to the domain. This creates a fog for accounting and governance purposes.

As the business grows, in revenue and in value, the domain name will also grow in value. But hey, if you didn’t effect a clear transfer of ownership, it doesn’t belong to the company. How will it be accounted for in the books? At any rate the person owning the domain can hold you to ransom and play hardball at any time he likes. This is unlikely to end well.

Should the business wish to file a trademark on the name, the person holding the domain may be in violation of the trademark, assuming he lets you file trademark in the first place and doesn’t stake a claim. See comment about hardball above.

Should you attempt to raise growth capital at some stage, this will come up and raise a red flag as to the vigilance of the directors and founders. See comment about hardball again.

Transferring ownership is the ideal scenario. But let’s imagine, other founders agree that he can continue to own the domain.

The company may then want to consider signing an agreement with him to let the business use the domain name. Such a deal will have an agreed monetary consideration and will hopefully be for a clear but renewable term. Your shareholding rights agreement should allow for such a deal, and as cofounders, you should consider the governance and risk impact of such a deal on the future developments in the business. If you don’t, your investors, if vigilant, will point out what a bad idea laxity on this account has been!

While this sort of a deal remains a possibility, you may want to consider negotiating a one-time offer to buy the domain off him instead. If there is resistance, I would ask you to consider the possibility that the domain name ownership issue is just an indicator of other undesirable issues that may arise in the future.

As cofounders, you can apply this test of ownership to any other assets essential to the business that one of the cofounders brings to the table. It is worthwhile taking stock of “who brought what” at the time of forming the company and start with a clean slate where all assets are placed on the company’s books, with adequate compensation made as agreed.