Why can't China's small partners share?

It could have been a promising star venture, but the founders ' team fell apart as the company was just on track. We don't know when or how the storm will end, nor the fate of the star company. But in the story of these young people, we can see the partners in the equity, financing, and other issues of the struggle. In many key areas, exposing these fledgling entrepreneurs to deal with is so reckless, to the future buried more hidden dangers. Master XI case, for many are walking on the entrepreneurial road of the company, or can be a cautionary tale

"Don't start a company with your best friend. "This is a classic line Wang by Tong, who plays" Chinese partner ". If you think this is just a joke in the movie, you are wrong, because this sentence is in the "Master Meat Sandwich" fulfilled.


January 30, 2015, one of the founder of the West Master Song Xin to their own shareholders to know the right can not be fulfilled as a basis, will have been involved in the creation of the odd point Brother Computer Technology Beijing Co., Ltd. (hereinafter referred to as "The odd Point brothers") to sue the court. Song Xin said that the final appeal, on the one hand is to ensure that their master in the West brand of the common property, on the other hand, to ensure that the previous participation in the public to get the right to dividends.


why can "Chinese partner" 's small partners be "difficult to be together" but not "share"?


suddenly become famous to conceal contradictions


Meng, Song Xin, and Rogau were met at the Beijing Alumni Association at the end of 2012 at Xian Jiaotong University (Zei has not yet joined). has already worked in the investment organization 3 years of Song Xin, already had wanted to come out the idea, then through the Alumni Association understanding has the technical ability Meng and so on person. Three people hit, the first April 2, the establishment of a "singular point brothers" technology companies. Because Meng undertakes the main product research and development work, therefore Meng, Song Xin, Rogau's equity proportion respectively is 40%, 30%, 30%.


Company was established at the beginning of the Meng is still doing good internet business, Meng and Rogau responsible for project development, Song Xin responsible for sales. And the company's first project is rarely mentioned, with Song Xin words said at that time is a Web page, even the site is not. The contradictions of the three are also the beginning of the accumulation of that time. To restore a lot of data can be seen, contradictions are mainly between the founder of the mutual accusations: Song Xin that the product itself has problems and therefore will not sell, and Meng will be responsible for the lack of sales.


October 2013, because the performance is really poor, Meng, song, Luo three people no longer adhere to the project before, began to turn to make Meat folder steamed bun, Zei also at this time joined, the formation of "master West" four founders of the state.


So, on April 8, 2014, the West Master meat Pinch Bun opened. Before opening a shop, they do not forget to use the impact of the topic to open the way, an article called "Why I want to resign to sell meat folder Bun" quietly produced. In the article, Beijing's bustling, hanging house prices, material love, ordinary boring work, all too have a sense of generation, everywhere are tapping the white-collar and the impending employment of college students Heart, so, the article overnight was crazy biography.


Meng said that what his team did is to grasp the user experience and the pursuit of the ultimate. "Many industries are in the pursuit of customer satisfaction, but we are in pursuit of ' user Scream ', is the product must exceed everyone's expectations." "Even so, he apprentice only spent one months will be out, this trip, have to say how much or some impetuous."


and popular fame, more rely on prestigious schools, high education, high-paying jobs, the corresponding is the stall, meat sandwich, these wonderful combination to detonate. For a time, the young master has become a hotspot of various websites, especially by various educational websites, become a hot topic for netizens to discuss, the master of the West also soared, using their identity advantages of the Internet, to carry out identity marketing-all Internet enterprise employees come here have preferential, a series of marketing practices are significant, The business of Master Xi is booming.


with "Master of the West" popular, Mensong between discontent in a flourishing under a temporary "harmony" off.


Equity distribution escalation contradiction


Hot sales performance plus the "Internet thinking" of the cloak, Meng to the entrepreneurial star's posture boarded various media to tell the entrepreneurial story. "Master XI" opened less than a week, there are investment agencies to find, and gave a valuation of 40 million yuan.


Four people think that this time need to introduce investment to expand business, but in the process of introducing investment and negotiating equity structure, the contradictions between Mensong are completely stimulated.


In early May, four young master West began to discuss with investors the details of the investment. According to Zei, Meng mentioned that in order to build the VIE structure after the company's overseas development, he was 3 times times more likely to vote than the other founders. The other three people were surprised, and finally Rogau and Zei said 2.5 times times the vote was acceptable, Song Xin but never agreed. As the domestic listing conditions for the company's performance profit requirements, virtually for the Internet enterprises cast a threshold, many internet start-ups have chosen to go overseas listing, and the formation of the VIE structure is an essential link. Song Xin that the Meng at that time proposed to change the voting right and the admission of the VCS is not unrelated.


values and long-standing disagreements between the partners, eventually broke out on June 15, 2014, by the large shareholder vote, Song Xin forced to leave the company management. It was a huge blow to Song Xin, "I just got a micro-letter saying shareholder resolution I had to leave, and I was in the wrong." At night I received a message that the house belonged to the company and I had to move out. "For Song Xin's departure, Meng said:" In this matter, we have to admit their young, look at the problem and deal with the problem is not comprehensive. But this is to protect the company's last resort, but also in strict accordance with the company's Articles of association and the right to deal with the decision. ”


for Song Xin shares, Meng, Yuan, Luo three of the proposal is, 270,000 yuan plus 2% of the shares, buy back Song Xin hands 30% of the shares. "This 270,000 yuan is Song Xin before the company salary 4 times times, 4 times times investment return should also be able." "But the Song Xin to 10 million yuan, the reason is that the West Master's valuation has 40 million yuan, he can divide 1/4." "It is simply impossible." Zei said.


because has not talked about, the current Song Xin still have "odd point brothers" nearly 30% of the equity, in July, Song Xin a new start to reopen the "West less" Meat folder Bun shop.


hasty public raising persistent contradictions


but Song Xin's dismal departure does not mean the end of this partnership farce.


last November, Song Xin an open letter to the "Master of the West," the contradictions and disputes escalated. Song Xin issued an open letter, the company started at the end of 2013 and May 2014 had launched two public, a total of 850,000 yuan, but the master has been no public earnings, dividends and other matters have not been followed up. In this respect, Zei explained that the company will be in the earnings quarter to the shareholders of the public earnings, and dividends need to be in accordance with the provisions of the company law, through the shareholders meeting to resolution how the dividend, how much.


For dividends, there is a dispute between the two sides is that can be divided into several stores of revenue. According to the agreement, the majority of the shareholders can be divided into their own five of the road crossing shop, and by the proceeds of the store opened two other stores. At present, the West Master has 4 stores, after Song Xin left, Meng three people registered a new company "singular point of the same boat", after the opening of the 3 stores belong to the new company. "The funds of these 3 stores are opened with Angel investment, there is no use to five of the funds, so if dividends, now can only be divided into five crossings this shop." Zei explains.


for all the people can not take back the cost, the West Master's response is, in accordance with the company law, shareholders are no way to exit so casually, need to be agreed. In view of the special circumstances, agreed to return the cost, but the Song Xin side has not given the transfer voucher.


Both sides diverging, the truth is difficult to restore. At present Chaoyang court confirmed that Song Xin sued Meng Indeed, Meng side that the case should not be ruled by Chaoyang court, so the case is still in the jurisdictional objection stage, and there is no formal court.


Expert Comments


, partner of American Gao Rui law firm Yoo-Jin: The allocation of initial equity ratios sometimes depends on how the core team is built. There are a number of core founding teams that originally worked in the same company or in the same field and had a consistent idea of starting a business, which might be the same as the founders ' functions and roles, and thus the proportion of each other's shares, but this should be said to be a minority. More often than not, a company originates from a soul figure who first ventures out and then looks for technology partners, product partners, and other team members that might inspire the "co-founder" of these outside talent in the process of absorbing key talent, Then he and the other founders may have a big difference in equity allocations.


trading law firm partner Chen Fu (Song Xin): The crux of the frequent legal disputes is that many teams did not introduce professional managers and experienced law firms at the beginning of their business, and made arrangements for equity structure, company structure, operation and decision-making mechanism, stock equity and so on. It's hard to ask a few passionate entrepreneurs to start by thinking about legal issues.


Angel Street, the founder of the joint-stock platform advertisements: For Master Xi's this kind of public raising way I do not support. Since the advantages of the financing of the stock-raising channels is easy, entrepreneurs only need to refresh the credibility of the personality is a guarantee, early investors and relatives generally will not delve into, but this seemingly strong but invisible fetters for future disputes buried foreshadowing.


Renda Strategy Management consulting company Senior Consultant Yang Xiangxiang: about the company's inception phase after the investor's equity disposal, in general, if a project through the start-up phase, entered a period of rapid development, then the project may need to go through the B-round or even the C round of financing, and in this process, How to deal with the rights and interests of the people at the beginning of the project is very important. If the number of people raised at that time, equity is more dispersed, then the management of the centralized ability of managers will cause greater constraints. At the same time, in order to give future equity settings and investors to leave more space, can take part of the form of recovery of equity to expand the previous equity.


for the equity withdrawal of the public, in accordance with the provisions of the company law, shareholders can not be free to withdraw, this is because of the particularity of equity financing, investors assume the role of shareholders, its funds only in certain circumstances can be withdrawn, such as companies listed, mergers and acquisitions. Therefore, in the early stage of stock-raising, the financing party and the investor have agreed on the later withdrawal mechanism in the agreement.


Master in the disposal of shares did not make a clear plan, and operation is lack of transparency. Master Xi appeared this kind of problem and eventually caused shareholder contradiction, it is in the early stage of the stock-raising lack of the management of the late-stage equity disposal of the results of the agreement.


once, always in "Sorry, sold out" after the four founders can sit around to catch their breath, summed up today to plan tomorrow. Now, this is not the scene. Newspaper reporter Japonica