I genuinely think that as a board we considered an objective view of when was the right time to sell the company. That is the duty of loyalty which board members have to the company’s shareholders. A board member should be explicit about his own incentives, but put them aside to attempt to objectively measure whether accepting an offer to sell the company is the right outcome for all shareholders.  But how does a board member figure out whether it is in the interests of the shareholders to sell?  Ambitious startups have so much potential, yet are typically backed with expectation of eventual liquidity.

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Most entrepreneurs who start a company alone soon come to the conclusion that two heads are better than one – someone to share the workload, the hard decisions, and the costs. In a moment of crisis, you may be tempted to take on the first person expressing interest. This would be a mistake, and could easily cost you your startup.

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MySee烧钱的速度太快了，几十个人，每个月要烧掉100多万，办公室光装修就花去100多万，还要花大量的资金购买视频内容。8个月时间，200万美元的投资款，消耗殆尽。另外，作为创始人和公司总裁，高燃仍然丢不掉自己媒体人的本质。他总是默许媒体夸大事实，融资200万美元变成了融资1000万美元。据投资人说，他时刻最关注的都是自己的知名度和形象，他到处演讲，宣扬创富成就，但只为自己做市场，不为公司做市场。在投资人看来，高燃拿投资人的钱去包装自己，甚至还有其他的用途，但就是没有用来给公司做企业。

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You’re Just the Founder

When the call was almost over my partner and I mentioned, “We want to remind you guys that we’ve been working at founders pay for almost three years. We’d like to adjust our salaries to reflect the new pay scale.”  We had hoped for parity with the new CEO, but any offer of some kind of raise would have made us feel good. Instead, what we got from the VC, was “Who the hell do you think you guys are. You’re just the founders.”  Then he proceeded to give us a lecture of why we should consider ourselves lucky to get this new guy, he and his firm were the ones that were going to do the heavy lifting and we should be happy that we were going to make our money on the stock, etc.

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Founder Agreements – Vesting, Vesting and more Vesting

Finally, and I hesitate to mention this because I am a lawyer and it will sound self-serving, but don’t be penny wise and pound foolish.  Consult with Clarence; have him review (preferably actually draft) the stockholder agreement.  It may be a sad life, but it is what he lives for.   In addition, he, like the VCs, sees a lot more deals than you ever will.

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Why Investors Should Never Bet Against Founders, Even If They Want To Sell Before You Do

So what is this “entrepreneur thesis?”  It’s the view that I back great entrepreneurs and help them pursue their dreams no matter what.  Sometimes this will mean we collectively double down and try to build a bigger business and sometimes it may mean selling earlier than I had thought we would.  I know this sounds Polly Anna-ish.  I’m not just writing that “I love entrepreneurs” to curry favor with startup CEO’s.  Anyone who has ever worked with me knows that I’m no pushover and I’m certainly not a wallflower.  I’ll argue my point vociferously.  But I don’t believe in betting against founders.

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作为一个投资人，我的原则很简单：“我会无条件地支持CEO，直到我不再支持他那天。那一刻来临时，搞定CEO将是我的职责所在。”现在“搞定他”并不一定是代表要解雇；解决方式有很多种，比如想办法让事态重新回到我之前无条件支持CEO的状态。可惜我的处理方法并不是行业准则。某些VC擅长表达出他们对企业的忧虑，有些则不然。那种冷血肉食动物型的VC最可怕，他们总是在你背后张牙舞爪，但不愿意或不会直接与CEO交流问题。

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最后一个重要的问题是，所有的创始人的普通股（购买价格很低，几乎忽略不计，所以相当于是通过出工出力的方式换取的股份）都要被赋予一个公司回购权。股份是逐步兑现的，因此，如果某个创始人在干了1、2年之后离开公司，他只能拿到按照在公司工作的时间挣到的股份（ReachVC.com注：比如，如果约定所有创始人至少干满5年，那如果创始人A干满2年后离开，他只能拿回已购买股份的2/5，即40万股，其余60万股由公司原价回购）。我的观点是，所有的普通股都需要赋予公司回购权，但由于优先股是通过现金购买的，不应该赋予回购权（即投资者一次性全部拿到手）。

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How to Allocate Shares in a Startup When One Founder is Also an Investor

The founders have figured out an ownership ratio that makes sense to them.  Let’s say there are 3 co-founders, all of whom will be active day-to-day.  One founder will invest $100,000 in seed capital and the others will invest only nominal cash.  The founders have agreed that each of them should get 33.33% of the initial shares.  For simplicity let’s say that each founder gets 1,000,000 shares.

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