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Partnerships: If I have 51 percent and my partner has 49 percent of our company, what real decision making authority would I have?
CS
CS
Catherine Stanton, Startup Attorney & Founder answered:

The answer to your question depends on how you set up your company and why. I advise startup founders frequently with regard to the terms of their understandings with other founders. Having two founders is tough, because unless you are 50/50 (which is inadvisable for various reasons), someone will have the ultimate decision-making power. Sometimes, the person with a slight majority is not the person with the vision. So, there should be mechanisms in your founders agreements that create the decision-making environment you desire. Decision-making power comes from three places - authority as an officer of the company (daily operational level decisions), power as a board member (most policy and company-level decisions), and power as a shareholder (the really big, vision-related decisions). You each have the power of your particular offices. If you are each members of the Board, you can have equal say over Board-level decisions (that require a majority). Even then, however, there has to be a way to break ties - frequently the CEO or a predetermined third-party advisor gets to decide. If one of you hold less than 50%, however, the other member may be able to have the final say on the big-ticket Shareholder-level decisions. (This is the authority you speak of.) Even so, it is important to make sure that your priorities and vision are aligned. Once investors are involved, your power to make big decisions becomes diluted. At that point, it is important that you are on the same page, because that may be the only way for the two of you to affect the direction of the company (by voting the same). That being said, there are minority investor protections that can be written into your partnership agreement(s) and future agreements with investors that will allow a minority partner more control or to get out if the majority takes the company in a direction that he/she don't like. For instance, you can designate certain decisions in your operating agreement - such as if and when to accept angel investment funds - as super-majority decisions (66% or more) that would then require the vote of both of you to affect. I am happy to chat more about this via a call if you want to dig in deeper...good luck!

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