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Start-up Advice

Starting Up: Who Really Controls Your Business?

In this article Adrian Dommisse will unpack how decisions are made in a company, who decides how to bring the business idea to life and what steps you should take to get there – all whilst maintaining your power as founder.

Adrian Dommisse

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As the brainchild of a start-up, it’s in your best interest to be one step ahead around decision making power and the effect new partnerships or investors could have on yours. If you don’t understand the legal authority given to each role player joining your business, your power can easily be diluted. This is overlooked by most start-ups, in favour of making tangible progress on product and sales.

In this article I will unpack how decisions are made in a company, who decides how to bring the business idea to life and what steps you should take to get there – all whilst maintaining your power as founder.

Company control – making sure you stay part of the process

Essentially, there are three groups with decision making power in a company. Each group has both special rights, and absolute limitations. Being completely clear on the rights and limitations of each group is perhaps a condition of your success, or even survival in your own company.

Related: 3 Ways To Take Your Business From Start-Up To Success

Group 1: Shareholders

The first shareholders are the founders of the business. They make a contribution to the business, usually in the form of cash or capital, effort, time or other valuable resources. Their reward is that they get a return on capital, as their shares grow in value and they receive dividends from the profits of the business. They have the right to appoint the custodians of the company: the directors.

Shareholders are consulted and have the final decision making rights on major decisions, influencing the value of the company. However, shareholders have no right to take part in the business of the company. They have no role in the operations, finance or other day to day business of the company. If this comes as a surprise to you, it’s probably because you are (like I was eight years ago) both shareholder, director and employee of the company. Read on.

Group 2: Directors

These are the custodians appointed by the shareholders. Carl Bates from Sirdar (a leading consultancy, focusing on company governance) once put it something like this: The shareholders provide the cash and set their expectations for a return on capital. Then they appoint directors and charge those directors with the task of building the road map, or “strategy”, for achieving that return on capital.

After building the strategy, the directors develop the practical steps that will result in its achievement. Then they monitor the company, which involves “fine tuning” monthly, quarterly and annual deliverables.

This is a big picture, conceptual role – directors don’t roll up their sleeves and descend onto the office floor, coding software, manufacturing car parts, or whatever the activity of the company is. They have the mandate of keeping a broader view. To see the wood for the trees, so to speak. Having a group of people who are not subjectively involved in the day to day work of a business is incredibly valuable. This is a reason why mentors or independent directors are so valuable.

Group 3: Employees

These are the sales people, the manufacturing or production people, the finance team, the HR, the digital marketing team – the people that take the practical day-to-day steps of creating a company (the same company that was funded by shareholders, conceived by directors and is now being set up and run by employees?)

Take note – this is where it becomes interesting and highly relevant for the archetypal client of our law firm: when starting up, the start-up client is all three of the above. She has the skills and capital, she develops the idea, she builds the product, leases the premises, hires the accountant and buys the milk and coffee every day. Sound familiar?

Although it would be great to have all three perspectives of the founder’s roles, this is usually not really necessary to kick things off. At the beginning stage of a business, it’s about making progress on the product, validating the business model, and finding the customers.

However, fast forward a few months and things will change radically as the founder brings on partners and investors. When this happens, additional people are involved in the decision making – and when THAT happens, who actually has the decision making power?

Related: 4 Questions You Must Ask Of Your Start-Up To Remain On The Road To Success

Who is really on top?

Looking at these three stakeholders, you will appreciate a bizarre inverse reality. The most “junior” members of the category probably think of themselves as most valuable, yet they have the least power over the bigger picture.

Employees are the face of the company, but they have no say at all when it comes to the biggest decisions of strategy, funding or even the sale of the company.

Directors are charged with building the strategy and making the essential decisions around the implementation (i.e. signing off all contracts, employing new staff etc.), yet they are appointed and can be dismissed by shareholders.

Shareholders have no employment role and have a limited say in the overall strategy – except if it will affect the overall value of their shares. That said, they are the only ones that can authorise major decisions such as taking on more funding, selling the business, merging the business, etc.

The danger then? Finding yourself in a situation where you feel that you are building up the business as an employee, but your power as shareholder and director have been diluted by other partners. This is why your shareholders’ agreement and MOI (memorandum of incorporation) is so critical – it clearly sets out these rights with no room for confusion. In essence, this is where a start-up lawyer plays a key role and can directly contribute to the value of your stake in the business.

Keep an eye out for my next article on funding your business and bringing on new shareholders. Here we’ll take an even deeper dive into how to best navigate your way around organisational growth and restructuring, without losing your power and voice.

Having established Dommisse Attorneys in 2008, Adrian’s firm offers corporate finance and commercial law, with a strong focus on providing start-ups with the legal support they need. As the founder, Adrian thrives on guiding clients in the start-up space, by understanding their products and helping them take their businesses to the next level. With over a decade of experience in law, he is eager to use innovative ways to help his client’s gain value.

Start-up Advice

7 Factors That Influence Start-up Valuations

Figuring the valuation on a company that isn’t making money is subjective but not arbitrary.

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Every startup founder dreams of launching the next Airbnb, SpaceX or Uber. The glamour of these $1 billion+ valued start-ups motivates countless founders to chase after that coveted “unicorn” status with their own valuations. However, the obvious question few can answer is, “How exactly is a start-up valued?”

Valuing a publicly traded company is very straightforward. Its market capitalisation (or market cap) is simply the number of shares outstanding multiplied by current share price. The share price itself depends on known strengths of the company and market forces, and is therefore, seldom way off the mark.

However, the value of a (rarely profit-making) start-up is not at all easy to calculate. In fact, it is at best, an estimate. In layperson language, you could take it to be the sum total of all the resources, intellectual capital, technology, brand value and financial assets that the start-up brings to the table.

Very often, start-ups’ valuations far exceed the sum of their parts, and there’s no universally accepted formula that you can use. VCs, for example, start with the amount they want to exit with and go on to factor in the expected ROI, the amount they invest, the stockholding percentages they can negotiate with the founders to arrive at what’s called the “pre-money valuation.”

That’s just one method, though. There are a ton of widely used methods to arrive at a start-up’s pre-money valuation.

That brings us to the next logical question for founders – “What’s pre-money valuation and why should I care?”

Pre-money valuation is essentially how you value your business. It is the value you’ll quote to a potential venture capitalist or other funding source to get funding for your business. The higher (and more accurate) your valuation, the better is your capacity to attract funding.

Unfortunately, research from CB Insights shows that the chances of the average start-up hitting a billion dollars in valuation is less than one percent. So what, you ask? Even if your start-up doesn’t become the next unicorn in the Start-ups Hall of Fame, there’s no stopping you from getting a strong valuation from your investors.

Related: 5 Actionable Tips For Novice Entrepreneurs To Skyrocket Their Business

All you need to do is mind these seven things before your next pitch to a potential investor.

1. Paying customers who actually use the product

Be it a search engine, a social network or even a dating app, every user loves a free-to-use service. However, most investors aren’t so thrilled about freebies. Not a single one of the top five US startups is a free-to-use service. Each one has paying customers.

Pinterest, which is a free-to-use social media network, comes in at number seven, but that too has its own clear revenue model. Even though the platform is free for members to use, it has customers who pay good money to advertise their products to Pinterest’s members, thus ensuring a steady revenue model.

No matter how potentially world-changing your idea might be, you need customers who pick up the tab for the work that you do. That’s the first thing that draws in discerning investors.

2. Traction: Where are you going and how fast are you getting there?

How long has it been since you founded your start-up? How fast have you been growing relative to your competition? Where does the company seem to be headed in the next 12 to 24 months?

These are all valid questions investors expect answers for when they evaluate a start-up. Am ideal candidate for investment is a fast-growing start-up in the initial stages of its lifecycle with a growth curve waiting to happen.

Some start-ups to hit a billion-dollar valuation remarkably fast. Scooter start-up Bird hit the $1 billion mark 1.25 years after being founded; its valuation grew by mind boggling numbers in a matter of months. Valued at $400 million in March 2018, it nearly tripled in valuation in under three months!

Related: The Importance Of Being Organised For Your Start-up

3. Profitability: Show me the money

Anyone can show a lot of revenue by burning through a ton of funding. Discounts, sales and freebies are easy ways to reel in the buyers and grow your revenues.

However, simply focusing on revenues with nary a thought about margins, profitability or cash flows is a shortcut to start-up disaster, as many failed ecommerce businesses have repeatedly demonstrated.

Africa’s first unicorn startup Jumia showed us that it’s possible to focus on ROI and profitability even in an intensely revenue-oriented industry like ecommerce.

Instead of focusing on just conversion optimisation, Jumia targeted revenue optimisation through a strategy of aggressive retargeting ads. The results were stupendous. From a 57 percent ROAS (Return On Ad Spend) in Egypt to 120 percent in Nigeria, Jumia’s is the largest ecommerce player in all of Africa.

4. Brand value

As a new entity, consumers first need to be aware of a start-up to use its products or services. Brand awareness and recall are critical to the success of any start-up. However, not all brand value comes from spending big marketing dollars. A lot of it can come from word of mouth, PR and other sources.

SpaceX, currently valued between $20 and $25 billion, has outpaced revenue growth year on year.

It’s true that SpaceX has pushed new boundaries in terms of low cost satellite launches, giving established players a run for their money. But the outsized valuation the company enjoys is in no small part to the halo effect the SpaceX brand enjoys from its founder Elon Musk’s personality cult.

5. Frequency of capital infusion

Consumers are not the only people with a fear of missing out (FOMO). When investors see a startup that’s received funding multiple times in the past, their interest is sparked.

Clearly the start-up’s earlier investors had faith that it would do well; letting a chance to invest in it go by might be a missed opportunity. And that’s how money follows money in the startup world.

While the amount of funds raised by a startup can be a factor of its founders’ ability to pitch and close a deal, a start-up’s past funding is often the prime motivator for new funding to come in.

Ask any founder – it’s toughest to get early investors to believe in your vision and offer seed capital. Once the company has started off and proved itself, subsequent rounds come in on the basis of previous funding rounds and buzz about the company in the investor community.

Related: Want To Jump-Start Your Ecommerce Business? Try A Pop-up Shop

6. Competition and maturity of market

First mover advantage may sound fabulous to a copycat business but it can be terrifying to the start-up taking those first steps. When companies enter a new market or develop a market through a novel business concept, founders have two tasks ahead of them. First convince investors and then convince the consumer that their business idea is fabulous.

On the flipside, entering a mature market that’s crowded with established players means a start-up is another me-too and its potential for growth will be limited. Funding will reflect this harsh reality.

However, if you’re a disruptor like Warby Parker, you have nothing to worry about.

Warby Parker pulled off three compelling feats with consummate ease. Not only did it create the very first ecommerce business with a vertically integrated supply chain, it also dared to carve a niche for itself in the eyewear market that was monopolised by Italian giant Luxottica.

Better still, Warby Parker even managed to raise $215 million at a valuation of $1.2 billion in just five years.

7. Understanding of business model

Finally, the amount of funds you raise and the strength of your valuation, boils down to the business you are in and how strong a grip you have on making it work. Hindsight is always 20/20, it’s taking a sound decision in the moment that makes all the difference.

Take Facebook for example. In its original avatar, Mark Zuckerberg and his co-founders spent considerable amounts of time and effort on getting advertisers for their site.

Thankfully, Facebook did not become yet another publisher site for one-size-fits-all advertising. Instead, Facebook eventually realised that the company’s real value lay in their rich user data and gigantic user base that they monetised later to spectacular results.

No matter how big or small your business. As long as you know the mantra that makes your project sing, you can count on investors jumping in and joining the chorus.

This article was originally posted here on Entrepreneur.com.

Related: 4 Fundamentals To Successfully Jump-Start Your Start-up

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Start-up Advice

Establishing A Start-Up Business And The Challenges Of Internationalising

The business plan can then unfold to secure resources needed to meet international demand and, with enough foresight and planning, make the business a profitable entity in both local and international markets.

Martha Jameson

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To begin, a start-up is a business looking to establish a product or service for the first time. They’re perceived as young companies initiating a start within their local economies with the solid intent of providing something new for consumers. Once established in local markets, start-ups can then initialise global expansion creating a broader market for their product. The process of establishing a company does not come easily however; and to succeed an entrepreneur must be readily prepared for the challenges ahead.

The first and foremost part of establishing a company, is defining the company’s inner vision. The inner vision covers what the company desires to offer their consumers, the values they look to instill in their employees to provide the consumable or service, the objectives that necessitate the company’s promise, and directives or order necessary to progress the company path. The inner vision serves as the company’s foundation, a game plan or playbook used to project them into the world of entrepreneurship.

Once a company understands their vision, they can then look to the markets to analyse the need or value of what they have to offer.

Related: Attention Black Entrepreneurs: Start-Up Funding From Government Grants & Funds

Market analysis is the second set to establishment. One must look to the market first to see what the demand is. Where there’s demand, there’s consumers. This step is often overlooked in the initialisation process, and tends to be where most companies falter. There’s more enthusiasm involved in just jumping into the market, than there is taking the necessary step back to view the market pragmatically.

“Thus, companies may fail to offer something new or better than what already exists in the economy. Market analysis grants a business the foresight necessary to gain a stable foothold, and permits an entrepreneur the chance to tailor the company vision and goals to consumer demand,” says Amanda Jicks, an entrepreneur from WriteMyX.

Once entrepreneur understands what’s available and necessary, the company can then project their personal goals on the market. What do they bring to the market, how does their provision differ from what competitor might have to offer. This analytical groundwork allows the a company to establish the foundations they’re going to lay and process further projections for future growth.

After the goals are set into the company’s plan, an entrepreneur must then culminate the resources that will  get the company off the ground. This, of course, is establishing the production necessary for consumables or company attendance necessary for services, obtaining the funds to create and employ, calculating and providing for the costs of advertising and branding to get the company’s name out into the market as a profitable entity.

Local Markets lay down the baseline and a company should secure their local market before seeking expansion into the global or international market. Security within the local market grants companies a better means to attain the provisions necessary for growth.

“To further the foothold analogy, picture the entrepreneur as a base jumper. An experienced base jumper isn’t going to approach the cliff underprepared. They would know the site lept from, the best place to sink their line into the cliff’s face, the “foothold” that secures the line for the jump,” says Nolan Harris, a business writer at 1Day2Write and OriginWritings.

Related: 21 Steps To Start-Up Success

When a company is secure in their local market, they can then consider expansion and better face the challenges that accompany expanding into the international market. These challenges range from product or service alterations that may be necessitated due to import/export technicalities. Language barriers that may arise when promoting or branding beyond the local market.

Language barriers that may occur when communicating with the company’s customers. There’s also the cost of provision when considering international expansion. International expansion can be perceived as a daunting risk if the company isn’t ready to provide and may, in fact, not be the correct direction for all start-ups. But, if internationalisation is a goal the entrepreneur should initiate the launch with the same analytical approach used for the local markets; as the need and demand may differ from local market projections. The business plan can then unfold to secure resources needed to meet international demand and, with enough foresight and planning, make the business a profitable entity in both local and international markets.

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Start-up Advice

7 Top Lessons You Can Learn From The US Cannabis Market

The benefit of not being the first country to start the process of legalising weed, is that we can learn from the mistakes and pitfalls US entrepreneurs made when cannabis became legal in their states.

Nicole Crampton

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US entrepreneurs have already launched and successfully grown their recreational cannabis businesses. It wasn’t a flawless transition in some states from illegal to legal, they made mistakes and focused on underperforming strategies or on not hiring the right experts.

The bright side is, you can learn from their pitfalls, ensure your business has a competitive advantage and that you are prepared for the major shifts the US cannabis market experienced.

Since the South African Cannabis Industry will undoubtably have 24 months to wait until any legalisation progress is made, you can start preparing your cannabis related business and strategising how to incorporate the following lessons:

Lesson 1: Don’t be the first

Under normal circumstances you would want to be the first to break grown on a new industry, because the early bird doesn’t have competition yet, develops a relationship with customers and is the only supplier until another business gets up and running.

So then why shouldn’t you be first? The answer is “There is a difference between pioneers and settlers. Pioneers got arrows and settlers got land,” says Christian Hageseth, founder and CEO of Denver’s Green Man Cannabis, a retail and grow operation well-known for its connoisseur grade craft cannabis, and for ONE Cannabis, a cannabis business franchise.

“I’m much more interested in being a settler in the cannabis industry. You don’t know how regulators or banks are going to react as legalisation changes, so it’s beneficial to not be the first to market.”

Lesson 2: Make a proper transition from the black-market to the legal market

marijuana-legal-market

In the US Market those transitioning from black-market to the legal market found there were rules and regulations they weren’t even aware of, which made it difficult for them to stay compliant. If you’re undertaking the same transition, there are a few things you’ll need to keep top of mind:

  • There will be regulations and legislations that you aren’t aware of that you need to be compliant with.
  • You will now be operating in a tightly-regulated space with tax and banking restrictions, business owners can find themselves entirely unprepared for the pressures of keeping a legal operation in the red.
  • You’ll need to keep detailed financial and accounting records to ensure your business remains compliant and sustainable.

Related: 10 Cannabis Business Opportunities You Can Start From Home

Lesson 3: Hire the right experts

Navigating the still-forming cannabis industry can be challenging. In the US cannabis industry entrepreneurs thought they could navigate it themselves or were scammed by con artists pretending to be experts.

To ensure your business remains sustainable and compliant here is some advice on what to look for in your experts:

“It’s in your best interest to find an accountant who has been through an audit or two with a marijuana company. If you don’t file your taxes the right way from the start, your business can get very far behind,” says Hageseth.

“Your business will greatly depend on the legislation in your market, so work with a lawyer who is well versed in several cannabis markets and regulatory frameworks in order to best protect your business,” says Chloe Villano, founder of Denver-based Clover Leaf University.

Ensure you’re hiring a legitimate expert

A common misstep made by US entrepreneurs is hiring amateurs posing as experts. Scammers see the opportunity to benefit off your business by misrepresenting themselves as experts in the cannabis industry.

Keep on the lookout, they’ll tell you everything you want to hear, but don’t have anything to deliver or back it up. Do your due diligence to ensure your business is working with a competent advisor and isn’t being misled by a scam artist.

Lesson 4: You don’t need to grow or sell weed to make money

In the US, the price of marijuana skyrocketed just after it was legalised. According to Forbes the average wholesale cost of cannabis in Colorado dropped from $3 500 per 0.45kg’s at the start of legalisation in 2013, to roughly $1 012 per 0.45kg’s in 2018.

This is because sellers were adjusting their prices based on demand. As more competition enters the market, experts are predicting the price of cannabis to plummet. In Oregon, marijuana is already selling at $50 per 0.45kg’s, which is driving some cultivators out of business.

If you consider the above trend, growing and selling weed directly could be one of the least profitable approaches. In the US, there are very high barriers of entry to growing and selling cannabis that include applications, lawyers, security compliance, tax fees, audits, your inability to claim business expenses, and the constantly changing regulations.

For example: On 1 July 2018 in California, the packaging and testing standards for cannabis were changed. Every dispensary had to throw out all of their products that didn’t meet these new regulations. This cost entrepreneurs millions in inventory and a few weeks later the state changed the regulations back.

You can still make a profit from the marijuana industry, without actually selling or growing it yourself.

Related: The Ultimate 101 List Of Business Ideas To Start Your Own Business In South Africa

Lesson 5: What you need to know about pricing

weed-pricing

As mentioned above, with the rising demand for cannabis, in the US market, the price shot up. “The main thing we found wasn’t that you couldn’t get product, it’s that you couldn’t get product cheap,” said Dave Cuesta, now the chief compliance officer for Native Roots, the largest dispensary chain in Colorado.

In 2014, he was an investigator for the Marijuana Enforcement Division, he says: “You could walk into a store that sold both medical and recreational, and you were paying $30, $35 for an eighth on the medical side, and it was $60 or $70 on the recreational side. People were just adjusting their pricing to manage supply.”

Since this is likely to happen within the South African market as well, you can implement a strategy to have more supply than your future competitors. This will enable you to undercut the market when the demand for both medicinal and recreational marijuana increases.

Lesson 6: You’ll need to be adaptable

As mentioned previously, in the US regulations fluctuated until the government could determine the best way forward. Since this will also be a learning curve for parliament you’ll need to be able to pivot or agilely handle each change as it’s thrown at you.

Here are a few examples of changes the US entrepreneurs had to navigate:

For example: Content producers in California face fees and legal penalties if they mention any unlicensed cannabis brands.

Another example: Brands in Colorado, Washington and California that used the event High Times Cannabis Cups to move their product, suddenly lost a major source of income when vending was no longer allowed at the event.

A further example: In Washington DC, marijuana events that were legal last year are now being raided and people are being arrested.

If you don’t move with the industry you’re either going to be left behind or find yourself being fined or imprisoned for breaking the law.

Lesson 7: Raise more capital than you need when starting out

Considering how often regulations changed in the states in first few months, even the first few years, you’ll need to be able to afford to handle any changes that your business comes across.

 “Always raise more money than you think you need and don’t expect business to come easily. In fact, expect everything to go wrong, because the regulations will change often, and your plan will become obsolete,” explains Villano.

Changing regulations can cost you an entire crop or all of your painstakingly designed, unique and innovated, costly packaging. Ensure you remain agile and be flexible enough to handle any unexpected costs that come along.

By implementing these top lessons and seeking the expertise of financial and legal professionals, you can successfully navigate the cannabis industry. To run a sustainable business that will achieve long-term growth your venture will need to jump the cannabis industry’s unique hurdles, maintain compliance and avoid costly and often business-ending fines.

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