5 Reasons Why You Need a Founders’ Agreement

Just this last year, two founders in two different startups that I’ve invested in quit. Back in 2000, when one of the co-founders of my first startup quit (on religious grounds) we were quite taken aback and ill-prepared to handle it. However that parting was amicable and all the founders involved — there were five of us — are still on talking terms. Despite this first-hand experience, I did not foresee founders in either of these startups leaving. To make matters difficult interesting one of the founders left in a rather acrimonious manner, which proved quite a bit of challenge not just financially but emotionally. Sure, eventually things get to a new normal and while neither of these startups is still completely out of the woods, they’ve survived, evolved and even grown. Ever since this happened, I’ve been informally talking to folks, both boot-strapped as well as those with angel funding, about founders’ agreement. And usually I’m greeted with a blank stare, when I pose the question, do you have a founders’ agreement? Occasionally to keep things interesting I ask them “Do you know what an inter se agreement is? Do you have one?

Here are five reasons why you need a founders agreement

1.  Self knowledge As I found in my second startup, even when you start a business with people you’ve worked with for a long time, your stated and unstated expectations can be very different. As each founder may be in a different stage of their lives – be it with parents, spouses or girlfriends, kids or even personal aspirations. Many times, we don’t know what we don’t know or or thing we’re making implicit assumptions about. A founders’ agreement helps flush these out – especially when your other partners state their own concerns, desires or expectations. This could be from the profound – of what happens if a founder dies to the mundane of how equity will be evaluated if a founder wants to cash out.
2. Relationships As my father used to say, businesses can fail and often do fail. Most young people enter into business with friends as co-founders and even in the case where a founder was not a friend before, the heat of a startup certainly will meld the relationships into one of friendship, if you are lucky. So when things begin to go south, the inter se agreement acts as an impartial or at least a mutually agreed manner to resolve differences. Founders can leave not just for professional reasons, but because their spouses want to go overseas, or they are going through a divorce or loss of a parent or child – all events that are traumatic enough without having to deal with a business relationship coming apart.
3. Values A founders’ agreement in many ways makes you confront your own stated values for your business and yourself. With multiple founders, the creation and negotiation of a founders’ agreement is fraught with unearthing people’s deepest fears and concerns. The disagreements and discussions in creating an inter se agreement at a time when the founders are in a good relationships at the beginning of the journey, are some of the surest ways of unearthing and cementing core values. So how you handle a senior employees restricted stock or options in the event of an exit or their early departure may tell more about your co-founders values than any amount of values workshops.
   
4. Reality check Whether you are a first time entrepreneur or working on your fourth startup, there is an inherent level of reality-distortion or self denial that’s needed to even get started let alone keep going. As one of my co-founders asked me two years into our latest startup “Have you retired or are you serious about this business?” An inter se agreement is a great way to remind and re-iterate to yourself that you are a realbusiness and not a fun (technology) project and that you have obligations to yourself and others
5. Success As Miguel Cervantes put it so eloquently (in Spanish) the secret to success is preparation. (He actually said “The man who is prepared has his battle half fought.” When you embark on a startup the only certainty is that everything is going to change. Knowing, or at least discussing what such change, especially in the founding team would mean for the company and other founders is a good way to make sure that you, at the very least don’t fail but improve the chances of success of your enterprise. Being prepared and the sanity of knowing your values, relationships and aspirations are all likely to be preserved will enhance the chances of your success.

Sure, all of us have run businesses, scaled them, sold them and in some cases buried them without inter se agreements. However if you can do it with greater peace of mind, sort of riding your Harley with a good helmet, why not!