Loading...
Answers
MenuHow can I protect my investment as a minority shareholder?
I have been offered the opportunity to purchase up to 30% of shares in a private company. The only ROI I can feasibly expect is through dividend payments. What is the best way to protect my return, seeing as I would be a minority shareholder? And should I make part of the investment as a shareholder loan?
Answers
Generally speaking, a Preferred Share class with strong protective provisions (such as the right to appoint a board member) could afford you significant protections but if the terms are too onerous relative to the amount of money and stage of the Company, it might prevent the Company from raising further funding downstream, thus hurting your investment.
You could also put all of the money in on a convertible debenture, which has some advantages but doesn't necessarily protect you.
The best way to protect your investment is to invest in good people that you trust. It's simple and true. Happy to talk through the particulars of your situation.
The most important thing you should understand is the distribution of the equity (e.g Someone else has 70% or you are the biggest shareholder with 30%?) and the rights (power of decision) that each shareholder has.
Protection is, in my opinion, created be three things: legal rights (laws and contract), trust and information. You need to focus on mastering the three of them to leverage them in your favor and your protection.
PS: it requires more info to give a good answer
Understanding the specifics of your opportunity are necessary to provide a sufficiently detailed answer. Based on the information you have provided it sounds like the seller is looking for investment as opposed to a loan, so it may not be possible to offer a shareholder loan as a percentage.
As a shareholder in a private entity, it is important to have a very clear understanding of the rules that governs the corporation itself. Unlike publicly traded firms, most shareholders of private firms are active in their investment.
Will a 30% share grant you the option to be involved in business decisions? If not you may find you have challenges receiving any return on investment as management will have considerable latitude to determine whether there is any net income to pay out as dividends.
Does the 70% shareholder work for the company as a full time employee? How is their compensation set? Will you have any oversight in this regard?
I would strongly recommend you approach this deal by seeking a shareholder agreement that is similar to a partnership agreement where the major decisions are made through a process that involves you, while the day to day is managed by the active investor.
I would also ensure that your ROI is sufficient that your capital investment is replaced fairly quickly as it does not sound like your investment will have much, if any liquidity to it.
If there are more details of this you can share, I'd be happy to provide greater specifics.
Doing Business measures the protection of minority investors from conflicts of interest through one set of indicators and shareholders’ rights in corporate governance through another. The data come from a questionnaire administered to corporate and securities lawyers and are based on securities regulations, company laws, civil procedure codes and court rules of evidence. These scores are the sum of the extent of conflict of interest regulation index and the extent of shareholder governance index. To make the data comparable across economies, several assumptions about the business and the transaction are used. In Austria, for example, derivative suits are available for shareholders holding 10% of share capital. The prejudicial transaction cannot be voided. Adding these numbers gives Austria a score of 5 on the extent of director liability index. The index ranges from 0 to 10, with higher values indicating greater powers of shareholders to challenge the transaction. In Croatia, for example, shareholder holding 10% of Buyer’s shares can directly review documents related to suspected mismanagement by Mr. James and the CEO without filing suit in court. Adding these numbers gives Croatia a score of 6 on the ease of shareholder suits index. The extent of shareholder governance index is the sum of the extent of shareholder rights, extent of ownership and control and extent of corporate transparency indices. The protecting minority investors indicator set captures changes related to the regulation of related-party transactions as well as corporate governance every year. The change must be mandatory, meaning that failure to comply allows shareholders to sue in court or for sanctions to be levelled by a regulatory body such as the company registrar, the capital market authority or the securities and exchange commission. The changes must affect the rights and duties of issuers, company managers, directors, and shareholders in connection with related party transactions or, more generally, the aspects of corporate governance measured by the indicators. For example, in each economy, related-party transactions must be approved by the board of directors including board members who have a personal financial interest in seeing the transaction succeed.
Besides if you do have any questions give me a call: https://clarity.fm/joy-brotonath
Related Questions
-
I want to invest (buy) online business but I lack expertise in running/owning one. I am looking for partners. Where can I meet them (online/offline)?
I know couple of businesses which could be of your interest to you. At the same time, since I have been 3-4 businesses simultaneously for quite sometime and also share similar vision like yours, Would you be interested in a short discussion? Fyi, I am also on the lookout of partners who can support hand in hand. Lets discuss...SN
-
How should I approach a conversation with a Venture Capitalist who wants to know more about my company?
I would look to see what stage you're at as a start. I've ben through this many times. 1. First study the VC and the partner 2. See what else he has invested in 3. They may be looking to round up their vertical with something similar or to acquire smaller players. If you're not a competitor, then anything is game. 4. Study when they invest and how Lastly: 1. Set up the call. 2. Start the call by letting them talk a lot first. Ask: What is your mandate, sector? What do you invest in? What stage? What do you look for? What is the typical investment size? Where (geographically) do you invest? This will tell you a lot about why they are reaching out and what you should say after. Hit me up privately if you would like to discuss more, and good luck!!!EE
-
When's the best time to raise capital for your startup?
The best time to raise capital for a startup is when you have a clear idea of what you want to do and a clear idea of how much money you need to get to a milestone that will set a higher value for your company. In general its better to bootstrap and do friends and family as long as you can, because the more mature and successful you are the better deal you will get from angels or VCs.AC
-
What is a fair rate of return on a $70K investment?
An agency is an instant cashflow model business. Ugly to scale due to logistics of a team and the mess of being in a client-service business model. But easy to rapidly monetize. Make a phone call. Close a client. Collect the cash. (Yes, that's a bit over simplified). Your girlfriend shouldn't grab a dime from anyone before locking in her first client. An agency can be entirely self-funded and there's little reason to pursue funding. After she had generated her first $50,000 in clients (for example), she can supplement growth with debt financing. And, in no way, is the idea of your generous, retiring parents investing $70,000 into a first time business owner, when statistically most businesses fail ... a good idea. Fair rate is a flexible concept. If I was lending out $70k, I'd want to see 3x $210k back as a minimum. Irregardless of whether that is "fair"... it would be the minimum (for illustrative purposes) where the process of the due diligence and contracts and parting with $70k liquid in trade for a "maybe" $140k gain would be of interest.RT
-
Is it OK not to have CTO co-founder?
In my last two start ups I have invested heavier into my team than i have in the past and it has paid off big. Hiring an expert in their position has proven to be one of my most successful and stress free action in business. I will add this to my best practices. If you want to learn more about what I've learned and some resources on where to look, schedule a call now while my rates are discounted for the next 24 hours.AF
the startups.com platform
Copyright © 2025 Startups.com. All rights reserved.