Precedent and models for 100% equity available via initial offering?
Founder makes available 100% equity, but uses a reasonable amount of the proceeds to pay him/herself a salary (or wage) and from that salary invests in the same initial offering to acquire shares for him/herself.   I see several problems.   What is a reasonable salary?   Also, this leaves the door open to the following scam:  Founders say that they are going to follow this plan.  However, instead of buying shares, they simply quit after being paid the salary.  They use knowledge gained from this business to start a competitor.  Investors are left holding an empty company.   Tax consequences.  The founder would pay income tax on the salary.  By contrast, if the founder instead sells shares, that would be capital gains tax, which is lower in many countries (e.g. the United States).   Why would I want to invest in a business where the founders don't believe in it enough to take a significant equity stake?   Consider the Amazon.com example.  Jeff Bezos makes a minimal salary, around $80,000 a year, less than many of his employees.  But he has a substantial ownership position.  If the company doesn't make money, he won't.  Would investors really value the stocks with a P/E of 232.10 in 2016 if they didn't trust him to make the right long term decisions?   It's also worth noting that most initial public offerings (IPOs) are not made when the founder is the only employee.  A single employee company instead looks for private investors, often called angel investors.  Companies generally don't go public until they are established in some way, often making money.  Negotiating with angel investors is different from negotiating with the public.  They can personally review the books and once invested tend to have input on how the money is spent.   In other words, this is mostly solving the wrong problem if you talk about IPOs.  This might make more sense with a crowdfunded venture, as that replaces a few angel investors with many individuals.  But most crowdfunded ventures tend to approach things from the opposite direction.  Instead of looking for investors, they look for customers.  If they offer a useful product, they will get customers.  If not, they never get the money.   Beyond all this, if a founder is only going to get a fair salary some of the time, then why put in any sweat equity?  This works fine if the company looks valuable after a year.  What if it doesn't?  The founder is out a year of sweat equity and has nothing in return.  That happens now too, but the possibility of the big return offsets it.  You're taking out the big return.   I don't think that this is good for either founders or investors.  The founder trades a potentially good or even great return for a mediocre return.  The investors trade a situation where both they and the founder benefit from a successful company to one where they benefit a lot more than the founder.  That's not good for either side. Specifically I was wondering, how can the founder determine an appropriate valuation and distribution of shares; ie- the amount of equity to make available for public vs how much to reserve for him/herself. This is an art more than science. If markets believe it to be worth x; one will get. This is not a direct correlation of the revenue a start up makes. It is more an estimated revenue it would make in some point in time in future. There are investment firms that can size up the opportunity and advise; however it is based on their experience and may not always be true reflection of value.
underwriters aren't subject to lock-up.  They actually don't hold anything.  They oversell at IPO, with their short position covered by the green shoe (an option from the company).  If the deal does well, the underwriters exercise the green shoe to cover their short.  If the deal runs into some pressure, they step in to support the price by buying back shares... thereby covering their short.  So they are doing price support in the early days of a deal, but it is almost always paid for by the company granting them an option.  But the underwriters aren't taking stock.  Correct that typically all insiders and existing investors are expected to sign-up a lock-up. Need help with a finance problem I'm currently facing in my business.  My company might be going through an acquisition and I need to understand how the dilution works out for shareholders.  They currently have large shareholder loans (debt), and will be converting to equity pre-transaction.  For this case, if the original company value = $1 MM and the SHL value = $1 MM, I'm assuming that'd dilute equity by 50% for all shareholders if converted to equity at original company value.  Correct?  However, what if the $1 MM in shareholder loans were converted at the market value of the company, say $4 MM?    I might be confusing myself, but just want to confirm.. thanks! This situation sounds better than most, the company it seems likely to be profitable in the future.  As such it is a good candidate to have a successful IPO.   With that your stock options are likely to be worth something.  How much of that is your share is likely to be very small.  The workers that have been their since the beginning, the venture capitalist, and the founders will make the majority of profits from an IPO or sale.  Since you and others hired at a similar time as you are assuming almost no risk it is fair that your share of the take is small.   Despite being 1/130 employees expect your share of the profits to be much smaller than .77%.  How about we go with .01%?   Lets also assume that they go public in 2.5 years and that revenues during that time continue to increase by about 25M/year.  Profit margins remains the same.  So revenues to 112M, profits to 22.5M. Typically the goal for business is to pay no more than 5 times profits, that could be supplanted by other factors, but let's assume that figure.  So about 112M from the IPO.  So .01% of that is about 11K.  That feels about right. Keep in mind there would be underwriting fees, and also I would discount that figure for things that could go wrong.  I'd be at about 5K. That would be my expected value figure, 5K.  I'd also understand that there is a very small likelihood that I receive that amount.  The value received is more likely to be zero, or enough to buy a Ferarri. There might also be some value in getting to know these people.  If this fails will their next venture be a success. In my own life, I went to work for a company that looked great on paper that just turned out to be a bust.  Great concept, horrible management, and within a couple of years of being hired, the company went bust.  I worked like a dog for nothing. What I think was being asked (and so this is how I interpreted it) is not the transition from public to private, but a corporation itself buying all its shares back, and as a result having no shareholders.  In this case we could envision that all outstanding shares would be become treasury stock.  My argument was that this would never happen in a practical setting.  Obviously, if you interpret the question differently, for instance to be about all the shares of firm being purchased by someone else (as in a private equity buyout), you get very different answers about practicality.  So I'm not disagreeing with you at all, I just read the question differently. Yes, that is correct. There is no limit.  An initial public offering of common stock by a company means that these shares remain outstanding for as long as the company wishes. The exceptions are through corporate actions, most commonly either You can either borrow money... credit card, line of credit, re-finance your home, home equity line of credit, loan, mortgage, etc. Or you have other invest in your company as equity.  They will contribute $X to get Y% of your company and get Z% of the profits.  Note amount of profits does not necessarily have to equate to percentage owned.  This makes sense if they are a passive investor, where they just come up with the money and you do all the work.  Also voting rights in a company does not have to equate to percentage owned either. You can also have a combination of equity and debt.  If you have investors, you would need to figure out whether the investor will personally guarantee the debt of your company - recourse vs non-recourse.  If they have more risk, they will want more of a return. One last way to do it is crowdfunding, similar to what people do on Kickstarter.  Supporters/customers come up with the money, then you deliver the product.  Consulting practices do something similar with the concept of retainers. Best of luck. There are not necessarily large shareholders, maybe every other Joe Schmoe owns 3 or 5 shares; and many shares might be inside investment funds. If you are looking for voting rights, typically, the banks/investment companies that host the accounts of the individual shareholders/fund owners have the collective voting rights, so the Fidelity's and Vanguard's of the world will be the main and deciding voters. That is very common. "Companies normally do not give you X% of shares, but in effect give you a fixed ""N"" number of shares. The ""N"" may translate initially to X%, but this can go down. If say we began with 100 shares, A holding 50 shares and B holding 50 shares. As the startup grows, there is need for more money. Create 50 more shares and sell it at an arranged price to investor C. Now the percentage of each investor is 33.33%. The money that comes in will go to the company and not to A & B.   From here on, A & C together can decide to slowly cut out B by, for example: After any of the above the % of shares held by B would definitely go down." "Yes and no.  There are different classes of shares - Some have voting rights, some *don't*.  Some take precedence over others in a bankruptcy.  Some get larger dividends.  ""Common"" isn't really a useful description of your stake in the company.  You *do* have a ""stake"" in the company, but not all shares are equal." "Your company actually will most likely use some sort of options pricing model, either a binomial tree or black-scholes to determine the value for their accounting and, subsequently, for their issuance and realization.  First, market value of equity will be determined. Given you're private (although ""pre-IPO could mean public tomorrow,""), this will likely revolve around a DCF and/or market approaches.  Equity value will then be compared to a cap table to create an equity waterfall, where the different classes of stock and the different options will be valued along tranches. Keep in mind there might be liquidation preferences that would make options essentially further out of the money.  As such, your formulae above do not quite work. However, as an employee, it might be difficult to determine the necessary inputs to determine value.  To estimate it, however, look for three key pieces of information:  1. Current equity value  2. Option strike price  3. Maturity for Options  If the strike is close to the current equity value, and the maturity is long enough, and you expect the company to grow, then it would look like the options have more value than not.   Equity value can be derived from enterprise value, or by directly determining it via a DCF or guideline multiples.   Reliable forecasts should come from looking at the industry, listening to what management is saying, and then your own information as an insider." "Because I'll be investing time, effort, energy and take some initial risks I would like to receive more shares (more than just purely financial contribution would suggest) I don't see money in that list.  How much money will you be contributing to your own project? Mutual understanding, focusing on big image, rather that covering each and every edge case. These kinds of one page agreements are an excellent ""idea"" and they work just fine when everyone is happy and everything is working well; they are an utter nightmare if anything goes sideways.  Coincidently, the reason you write anything down at all is to have everyone agree on the same big picture at the same time. People's memory of the original big picture gets fuzzy when their money might not come back to them.  You don't need to cover all edge cases, but you need to cover obvious negative outcomes.  What if you can't find a renter?  What if you're late paying someone back?  What if your vendor ""repairs"" something incorrectly?  What if you forget to get a permit and the vendor needs to come back to tear it all apart and redo the work?  What if your project needs more money, who is required to contribute, who has the option to contribute, who gets diluted?  Who is doing the work of managing the project, how much is that person getting paid, how is that person's pay determined, how can it be adjusted?  Is any work expected from any other investor, on what terms, who decides the terms?  What if you get an offer to buy the building, who decides to sell, etc and so forth and on and on and on... You write down an agreement so everyone's understanding of the agreement is recorded.  You write down what will happen in XYZ event so you don't argue about what you all should do when that event does ultimately occur.  You take as much equity as your other investors will allow you to have, and you give them as much as required to get their money.  Understand that the more cooks there are in the kitchen the more difficult it is to act on a problem when one arises; when not if. Your ego-stroking play to ""open source crowd-sourced wisdom"" is nothing more than a silly request for vague advice at no cost.  Starting a project on trust, transparency and integrity is naive.  This is about money.  Why on earth should anyone trust you with their money if you won't do the most basic step of stewardship and spend a couple hundred pounds to talk to a local professional about organizing your first ever project. To answer your question directly, the first precaution you should take is not taking money from any of your friends or family." "The part that I find confusing is the loan/stock hybridization.  Why would the investor be entitled to a 30% share if he's also expecting to be getting paid back in full? This is the part that's making me scratch my head.  I can understand giving equity and buying out later.  I can understand giving equity with no expectation of loan repayment.  I can understand loan repayment without equity.  I can even understand collateralizing the loan with equity.  I can not understand how ""zeroing out"" the loan still leaves him with a claim on 30% of the equity. Would this be more of a good will gesture as a way to thank the investor for taking a chance?  Please forgive any naivety in my questions." Isn't that uncommon in small business financing/investing. You can structure your capital anyway you wish (relatively speaking). It starts as an equity investment with an option for the founder to buy back equity.   Then there is an 8% dividend payment that takes a similar form to preferred stock. "First off, with startups, forget that you know about common structures of debt and equity. Just try to think of this money as a generic ""investment"" that meets the investors risk and return objectives.  Startups are unique in that they are high risk but generally have almost no assets or security for an investor. Investors generically want two things: 1) Return and 2) Limited Risk.   Without speculating too much: consider that the investor might be viewing the return component as the 30% equity and the 8% dividend and he views the risk management component as the additional 30% equity, until repaid.  A different way of looking at this might be that the investor would require an equity stake greater than 30% with greater than a 8% dividend if he did not get the initial investment back in return for the reduced stake.  In other words, this structure is debt and equity because that is what the investor can demand.  Maybe you can get around this by offering a higher equity stake or offering something else although this structure is common because it aligns interests of the investor and the startup." In my original question, I  was wondering if there was a mathematical convention to help in deciding on whether an equity offering OR debt offering would be a better choice. I should have clarified better in the question, I used Vs. which may have made it unclear.