Back to blog

How to avoid dead equity

Feb 10, 2021, 11:24

Why do cofounders usually start to fight? Either because they can not agree on how to split equity in the beginning or later when a cofounder leaves prematurely. The former can be solved over a long weekend usually. The later can lead to costly legal battles and the ruin of your company.

The term “dead equity” is used to describe the passive ownership of Startup shares, usually from co-founders or early supporters, who are no longer active in the company. Commonly, the remaining shareholders are not happy with dead equity and would prefer a cleaner cap table.

Let’s consider the scenario where a cofounder has vested some of his shares and your company has already raised money in the past. So you have a company valuation (based on future expectations). Hopefully you have defined the difference between a good leaver and a bad leaver. If it is a bad leaver it is simple. He/she should not keep any equity (maybe a simple refund of cash contributions). With a good leaver it can be a bit more complex. If the shareholders agree that he/she is still valuable to the company, he/she can keep the vested shares, ok easy. But what if a good leaver should not block the equity or just wants to get out?

Since you have a company valuation, technically you know how much their shares are worth. But are they really worth so much? Has the cofounder deserved so much money? Often the company valuation exceeds the value of their contributions and you still don’t know if your company is going to succeed all the way. A premature exit is unfair to everyone who remains committed to the venture.

Obviously, every founder contributes a lot and does not get as much money as in a similar job they could have. The value of uncompensated contributions gives you a good indication of how much the good leaver should get. In hindsight that makes sense, but often this scenario is not defined, and nobody knows how much they have contributed. The solution is actually really simple, just track your time and other contributions, for example revenue and savings that cofounders bring in. This way the value of everyone’s contributions is always transparent and traceable. For the early phases, you should consider a risk factor, since earlier supporters take higher risks.  To value everyone’s contributions does not just help if a cofounder is leaving, but also gives you a good indication on how to split the equity in the first place.

Now you are probably thinking; “sure makes sense, but valuing all these contributions sounds like a pain”. It does not have to be. We developed to do exactly that. Simply define everyone’s market value and enter your contributions there. The tool automatically values them and shows you a cap table based on the value of everyone’s contributions.

All you have to do now is to define this scenario in your good leaver clause and agree on it with your shareholders. It is pretty simple and can avoid a lot of bad blood later on.

Vincent Irrling