meeting at 6 today,
Shreeya Goel
Justin Meltzer
Ash, Hilary
Sent from my iPhone
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Shreeya Goel
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Shreeya Goel
Shreeya Goel
Meltzer, Justin
Sent: Tuesday, September 25, 2012 8:49 PM
To: <203mg...@googlegroups.com>
Cc: 203mg...@googlegroups.com
Subject: Re: meeting at 6 today,
Sent from my iPhone
SAME SPOT
On Tue, Sep 25, 2012 at 7:03 PM, Shreeya Goel <shreey...@gmail.com> wrote:
GUYS COME HERE
On Tue, Sep 25, 2012 at 5:59 PM, Justin Meltzer <jus...@airtimehq.com> wrote:
I think we're meeting at 7
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Shreeya GoelJerome Fisher Program for Management and Technology
The Wharton School 2014 | University of PennsylvaniaCandidate for Bachelor of Science in Economics
School of Engineering and Applied Sciences 2014 | University of PennsylvaniaCandidate for Bachelor of Science in Engineering - Computer Science
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Shreeya GoelJerome Fisher Program for Management and Technology
The Wharton School 2014 | University of PennsylvaniaCandidate for Bachelor of Science in Economics
School of Engineering and Applied Sciences 2014 | University of PennsylvaniaCandidate for Bachelor of Science in Engineering - Computer Science
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Meltzer, Justin
If Melissa needs to be on payroll for personal reasons, then all founders, managers, and employees of the company should be on payroll to ensure a sense of fairness. The capital infusion by Dan and Sam at the time of the company’s incorporation would be used as a pool from which payroll could be drawn. Although Melissa did not offer any cash in consideration for her founder’s stock, she offered her IP in the form of the technology, so it is justifiable that Melissa would be entitled to be on payroll along with the other founders. Of course, the founders can only be on payroll so long as there is enough cash to distribute, and at that point they would need to raise a financing round or continue running the business without salary.
Sent: Thursday, September 27, 2012 5:22 PM
To: 203mg...@googlegroups.com
Subject: RE: meeting at 6 today,
Michael Bear
1.) Sam, Melissa, and Daniel have all uniquely contributed to the potential business and should be compensated for their offerings. Melissa has obviously provided the technology for the company and should receive a significant portion of the founder’s stock in return. With the inclusion of Sam’s $100,000, he should also be compensated for his large financial investment. Lastly, Daniel has given the least to the company by only supplying a supposedly “brilliant” business plan. We value the technology the most and propose granting Melissa 30% of the founder’s stock. Sam would receive 25% for his monetary investment, and Daniel would get 20% for his past service and conditional monetary investment as well. If he chose not to invest his own money, then his share of the company would decrease significantly and be transferred equally to Melissa and Sam. In the case that Sam decides to take a part-time consulting role, his share of the stock would not change. However, by taking a full-time position, Sam would receive an extra 5% from the 25% capital stock set aside for future hires.
2.) When the three founders consider how to distribute equity in the company, they should do so in the form of common stock. As was discussed above, Melissa would pay for hers with the technology she will sign over to the company, Sam will pay with his $100,000, and Daniel will purchase his through past services and money as well. Melissa may face tax consequences for her exchange of property. According to the IRS, in order for this exchange to be tax-free, Melissa (or the owners) must own 80% of the issued shares. Because they plan to only claim 75% of the shares, this could present an opportunity where Melissa might be taxed.
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Shreeya Goel
Kinda long, but I hope it's not a problem!
3.
Sam’s $100, 000 contribution can be structured either as a
debt instrument that will require repayment with interest at some future period
in the future, or it can be structured as stock. We believe that the structure
that Melissa, Daniel and Sam ultimately agree on will reflect how committed
they expect Sam to be to the development of the company. If they decide to
structure his investment as a debt instrument, there is little suggesting that
Sam will stay with the company, as he will not be bound to its success or
failure in any way. If, on the other hand, they decide to structure it as
stock, then Sam will have a much greater interest in seeing the company
succeed. Furthermore, the entire capital structure of the company rests on this
decision. If Sam’s money is invested in the company as debt, then the 75% of
issued stock will probably be split 50/25 between Melissa and Daniel – however,
if it is invested as stock, then Melissa and Daniel would both have
considerably less. Venture investors would most likely prefer that Sam’s
investment be structured in the form of equity, as this reflects greater unity
within the founding team, not to mention the fact that the role Sam is
supposedly fulfilling, that of a CFO, is pretty important for the company to function.
4.
Capital structure:
- 30% == 15MM shares ($.01/share) à Melissa, paid with assignment of IP rights to company
- 25% == 12.5MM shares ($.01/share) à Daniel; $115,000 paid in cash, $10,000 paid in past service/business plan writing
- 20% == 10MM shares ($.01/share) à Sam, paid in cash
- 25% == 12.5MM shares ($.01/share) à Set aside for future officers, employees and consultants
Key assumptions underlying our proposal:
- 25% of the company can be “authorized”, but remain unissued to any individual / entity.
- Daniel will be willing and able to pay the amount $115,000 to earn 25% ownership of the company
- We are valuing Melissa’s technology at $150,000 based entirely off of Sam’s investment in the company and stake we believe he should have. The hope is that the market valuation of the technology is at or above this amount.
Ash, Hilary
Meltzer, Justin
To: 203mg...@googlegroups.com
Subject: Caselette 2 Write-Up
Michael Bear
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