What Firing an Employee may Say about You


Fired_stampA big thank you to Bretton Putter of the Forsyth group for Feedback and Editorial Input – http://www.forsythgroup.com/about/the-team/

This post is not about how to hire or how to fire someone. It is about highlighting the potential reasons why employees relationships can fall apart and lead to a dismissal down the road. Hopefully this is post provides with your the necessary information for you to consider on how you can prevent this from happening by setting up an appropriate hiring process and cultivating an environment where employees are not set up for failure within their defined roles.

As you likely already know, hiring and firing are probably two of the most difficult things to do in a company. That’s why usually, for key hires, a company’s leadership is directly involved in the selection and interview process. Ideally, if done right, you never find yourself in a position where you have to lay someone off, but what if you do? Was it entirely the employee’s fault, or could you have done something to prevent it from happening?

Let’s start with looking at your hiring process and mistakes that can lead to an employee relationship breaking down:

  • Hiring Process Mistakes – These are mistakes you could have prevented before hiring
  • No defined internal interview process – By not having a clear process which a candidate goes through to assess the communication skills of the new potential prospect and their fit within the company culture, you run the risk of the employee potentially not fitting in.
  • Not geographically disciplined – In a startup everyone should be together, if it’s not possible, then people should spend time with the home-team at least 3 months. Having remote teams early on is very hard although some companies do manage to pull it off at the cost of their sleep.
  • Not qualified enough to do the job – In a startup, you don’t really have the time to train someone. Be careful about relying too much on training you could give the candidate, they should be self-sufficient pretty quickly on. Also, sometimes we can project a bit of ourselves and our ambitions onto people, so be mindful of personal biases when evaluating someone.
  • Not being able to commit to the company’s work ethic – Some companies have the expectation that you will be there from 9-5 or some regular schedule (think of customer services roles that require people to be at their desks by a certain time). Other companies have results oriented work environments where there is no need for someone to be there at a specific time so long as they get their work done. Make sure you define what your work ethic is so that people aren’t caught off guard later.

After the Fact Mistakes Analysis – These are mistakes you might have committed unknowingly that led to a dismissal

  • Poor Role Definition –  If you or the hiring manager don’t know what the role this person will have (or main responsibility will be) within a company, you’re just setting up that new employee to linger in role purgatory, not knowing what they can control and what is someone else’s.
  • Poor Title Choice – If you give a new employee a title that is above their experience, particularly if you give them a C[x]O title, you set them up for potential failure if they can’t live up to it, because then you can’t hire above them to help them out and their ‘power’ position may create tension between other employees as their inexperience causes blunders. This may affect communication with peers as well. For more on the different philosophies on title choice, read the following: http://tech.fortune.cnn.com/2011/03/16/why-even-your-ultra-hip-startup-team-need-job-titles/
  • Poor Communications of responsibilities and expectations – Similar to clear role definition, poor communication of what is expected of them and by when, leads to that employee lacking direction and perhaps not going down a path that is necessarily the one that your organisation needs.
  • Not acting fast enough to rectify a situation – If something is going wrong, or an employee isn’t doing what they need to be doing according to their level, perhaps there is something awry in what they perceive things are they should be doing. Don’t wait because you feel awkward about it or want to see if it improves on its own. Jump in there and have a structured conversation with the employee to make sure roles and responsibilities are mutually agreed and that you both are aligned on what needs to happen next.
  • Poor Key Performance Indicator definition – defining how someone is doing well helps them to adjust their actions so that they reach the set goals. Not every employee will have a specific KPI tailored to their function, but if it is a key hire, they will likely have awareness of the company’s key KPIs and how their role aids the company in achieving them.
  • Poor management (in general) – Motivating people is not easy. Getting them to buy in to what you are doing is sometimes beyond just a pay check. You need to inspire them to do more not micromanage them if things aren’t going well. Read the book ‘Drive’ by Daniel H. Pink to get a feel for some of the latest thinking on motivational theory.
  • Other problematic employees – Sometimes organisations have bullies. You may hire someone that you think is a great fit for the job, and perhaps they would be if it weren’t to an already existing employee who ‘preys’ on others. Typically this bully can also be someone who is really good at their job so it isn’t always readily apparent from their performance. However, organisational bullies can create a reason for why new employees leave. Thus, never rule out this possibility as sometimes its hard for new employees to muster up the courage to report on a peer, particularly if they are senior to them.

So, some final things to consider

As I mentioned before, when you see a problem that’s brewing, deal with it quickly. If you need to let someone go, let them go, but don’t be blind that it’s entirely their fault, review your company’s internal circumstances to see if they contributed towards the problem.

Verse yourself well with what the legal requirements are in your company’s jurisdiction. Don’t get yourself into a big mess by not going through the appropriate process, which typically requires warning before dismissing someone. You don’t want to find yourself in a lawsuit for wrongful dismissal.

In conclusion, when you hire, consider whether your hiring process is exhaustive, but also take stake and review your company’s situation so that you can prevent things from going wrong for your new team members once they are hired.

Additional Resources:

  • http://workable.com/ – Recruitment service and application tracking
  • Are CEOs to Blame for Short CMO Tenures? – http://blogs.hbr.org/cs/2013/07/ceos_are_to_blame_for_short_cmo_tenures.html
  • Startup Hiring: Why You Should Date Before Getting Married http://www.hyperink.com/Startup-Hiring-Why-You-Should-Date-Before-Getting-Married-bD7829E3BD3a20
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In Which Country Should I Incorporate My Company?


An important decision that companies often ask when starting a company outside of the USA is ‘where should I incorporate?’.

The reason why this question comes up is often because there are a series of benefits pulling founders in different directions and many times founders can receive conflicted advice from well-intending advisors. Some of the issues that founders may be balancing as part of a decision on where to incorporate include things like tax implications (tax breaks or penalties), local grants, and paperwork. This is particularly the case when they are also thinking that the USA might be where they will end up in the future.

Therefore, the purpose of this post is to identify WHAT ISSUES to think about when making the decision so that you can feel more confident about it and it is NOT about recommending a specific jurisdiction to incorporate.

Let’s start by stating that, for the most part, incorporation decisions aren’t necessarily permanent. Yes, there are cases where you make things increasingly hard for you to ‘flip’ your company (flip = taking your company from one legal jurisdiction to another), but for the most part, you can almost always find a way to move your company later if it benefits you to do so. Generally, the cost of doing this will be proportional to the complexity and legal jujitsu your lawyers will have to do in order to make this happen (more on this later). So while not permanent, worth considering all options before taking the easiest or most obvious choice.

Now that you perhaps feel a bit more ‘relieved’ about the not-so-permanent nature of your decision, let’s look at some key factors to consider which will affect your decisions down the road:

1) Tax implications & Tax treaties – One of the key things that can really impact your personal returns and that of your investors, now and in the future, is whether there will be a tax impact to you (and your employees and co-founders). Consider things such as tax relief on returns as a founder or if you flip to a different geography in the future. Consider income tax liabilities as well as capital gains liabilities (note: links are to UK site, but there for definitions, which are universal). Additionally, for potential future investors, consider whether your local jurisdiction has a negative tax impact further down the line for them. These questions can sometimes be answered by tax specialists within your lawyer’s firm (particularly if your law firm has offices abroad) or your accountants.

2) Investor implications – As mentioned above, one reason why the jurisdiction of choice matters is because investors are optimising around what they know their tax implications are, but additionally, there are other matters in the final legal docs which they may prefer dealing with in their local jurisdiction rather than in new ones they are less familiar with. Additionally, they may have a preference where you incorporate due to tax relief they may receive as part of investing in your company. Company governance may also be affected by where you are incorporated. Certain company governance structures are enforced on your company depending on where you incorporate and investors may have an opinion on that one way or another.

3) Paperwork implications – Paperwork is clearly one of the bigger headaches of making this decision. This includes the interval in which you need to report as well as other requirements such as company filings required by Company’s Law of the country where you incorporate.

4) Residency implications – Some geographies may have a residency requirement for the founders, but others not. Keep this in mind, in particular if you don’t have the appropriate immigration status or it is hard to get it.

5) Human Resources implications – In some countries it may be harder for your employees to move to if necessary, and/or hiring may also be a problem because of lack of human capital or cost to hire and retain. Additionally, there may be restrictions on how you can hire / fire employees that might affect how you upscale / downscale your company’s employees. João Abiul Menano of CrowdProcess also suggests: “One should also considered tax over labor, in some cases a tax incentive given to an early stage start-up can largely help to keep the burn rate low (more important even for companies in which labor costs account between 70% and 90% of monthly expenses)”

6) Governance implicationsCorporate Governance requirements tends to vary from country to country. Since you’ll have to abide some of these requirements, you might as well familiarize yourself with these variables before making your decision.

7) M&A implications – When your company does eventually get sold or merged or floated, it’ll have to go through a process. In some countries this process is straight forward and simple and easy for potential acquirers to understand and do quickly. In other countries, it may be less known and thus may cause delays or complications.

8) Free Information Availability –  Although you will likely have a Lawyer helping you through many of these topics, it’s always great when you can learn on your own from others’ experiences. Some jurisdictions have more founders sharing on forums and the like, how they overcame their specific problems. This can be a very valuable way of reducing your cost to learn and thus reducing your legal costs as you know which issues to flag to your lawyers.

Having reviewed all of these issues with your current and/or future shareholders, you should at least have a better starting point to make a well thought-out decision.To further elaborate on these topics, and to be more specific about one particularly common case for UK founders, let’s look at UK vs US incorporation.

Tina Baker, of JagShaw Baker breaks down what the key pros and cons are of incorporation in each:

UK Pros –

· Simple to set up

· Form (Template) documents available (Seedsummit and BVCA)

· Good for companies with international investor base – The UK is one of the most friendly of the European jurisdictions

· SEIS/EIS tax relief for investors may be available for your company –  helps more investors take an interest in investing in early stage

· EMI (for employees) may be available – helps to attract talented staff

US Pros –

· Well-developed template documents for seed investment (lowers legal cost)

· Lighter touch, more founder friendly

· Simpler mechanisms to issue shares (except for US securities laws)

· Document execution streamlined – can be easier than the UK at times

· Privacy – company information (board, shareholders) and financial information not publicly available for private companies

· Large and seasoned US investor base

· Can sell easily to US buyer via merger mechanism

UK Cons – 

· Many US investors will not invest in foreign entities (even if the UK is probably the best 2nd option if International)

· Information about the company (board, shareholders) and financial information publicly available (in some circles, this is seen as a pro….)

· Depending on investors funding rounds can be over-complicated – not all investors are familiar with using the streamlined forms that are readily available

· If you have US investors that are funds, you may be required to give tax covenants/indemnities

· Merger mechanism may not be possible if there is a sale to a US buyer, so exits may be more complicated

· A US listing may be more complicated

US Cons –

· Can be expensive, especially if there is no business in the US

· May not be as easy or as tax efficient to operate in Europe through a branch

· Possibly inefficient tax-wise if not generating major revenue in the US

· US Securities Laws are more complicated

· Filings required with the US Department of Commerce

· SEIS/EIS and EMI may not be available

While this decision is clearly not a black and white one, hopefully, the 8 factors to consider before incorporating highlighted above + the UK vs US example help you better understand how to approach making this decision for your specific case and which questions to ask your lawyers. It may very well be that there are some similarities between the above two countries and your own, but the best way to finalise this decision is by having a conversation with your lawyers about what is best for you, your investors and the jurisdictions in question.

If you have any additional points for founders to consider as they go through this process, feel free to post them in the comments below. Additionally, if you have any feedback on the points above or have a good story to tell about your experience through this process, feel free to post as well.


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The Importance of Good Mentors


Mentoring a Demography trainee

The importance of having great mentors in your career or company cannot be emphasized enough. Mentors can generally provide you with a structure and feedback that school or books alone cannot provide. If you don’t have access to great mentors where you work, look for them in structured mentoring programs such as Seedcamp’s if you are a startup, or in your school’s Alumni if you are a student, or your industry’s groups if you are an employee. Look for mentors that can help you on functional areas as well as ‘bigger picture’ areas. Build your own ‘advisory board’, per se, of people who can help ‘polish’ you, your skills, and your thinking process over time.

From a personal perspective, I’ve been lucky in having had some great mentors throughout my career, and lucky enough to have had them as my co-workers as well. In my first post-university job as a network consultant with what was then called GTEi Professional Services and led by one of the most supportive bosses I’ve ever had, Adam Lipson, I had the pleasure of working with two great mentors: Allen Gray and Walter Urbaniak. Allen Grey is one of those guys that if you ever had a weird technical problem, he was the guy to call. He was the Navy Seal Team Six, all by himself, for any problem a client had. He was a hacker in the truest sense of the word. One of the most impressive things at the time for me, was when I visited Allen’s house and witnessed what had to be the closest thing to having a “HAL” from the movie 2001, controlling every aspect of his home environment both locally, and even more impressively, remotely.

Walter Urbaniak, shared many traits with Allen, in that he too, was a one man army, but if Allen was the Navy Seal, Walter, ‘Doc’, as we called him, was the General who laid out the plans and arranged troop movements. Being one of the contributing creators of ‘Layer 2 routing’ and someone who regularly collaborated with the inventors of the internet’s backbone (you can read more about some of the early works here: Where Wizards Stay Up Late: The Origins of the Internet), Doc always ‘knew’. In its simplest form: Doc excelled and the “Why”, and Allen at the ‘How’.

Working with Allen and Doc together taught me the value of not just smart mentors, but about the process of smart mentoring. Allen would inspire me to come up with cool ideas and hacks, but would never ‘finish’ the job for me.. always leaving me halfway for me to figure out the rest. I can vividly remember us playing around with a Gnome hack for Red Hat Linux on my live ‘work’ machine and him leaving me mid-way through the hack and with a full work day ahead of us and my basically having to blunder my way through to ‘a’ solution.

Doc’s teaching style was 180 degrees from Allen’s. I remember one day when I was stuck with some subtlety of TCP/IP and Doc took me to his blackboard and asked me to walk him through every step a packet takes from the moment it leaves your computer until it arrives where it needs to go, with him heaping me fill-in the blanks along the way where I couldn’t. This ‘overview’ of the bigger picture helped me understand where things could go wrong, rather than just focusing on the specific micro-problem that I had, and getting bogged down with just those details.

Fast forwarding to a closer time period after my days as an engineer, I had the pleasure of working with Ivan Farneti & Nigel Grierson while I was at Doughty Hanson Technology Ventures. Ivan was personally responsible for some of DH’s greater exits, including the sale of Gomez to Compuware back in 2009 for $300m and had seen many a deal in all their varieties leading to his deep understanding of just about any situation and question I could throw at him. What made Ivan great as a mentor was his ability to help you analyse & dissect businesses for their business and not get distracted by other attributes. He regularly admits not understanding the ‘technology’ of a company (or at least that’s what he likes to say), but curiously, he is always dead-on in understanding the business challenges that a company can and will have. Nigel, similar to ‘Doc’ from my days at GTEi, was excellent at providing the greater context of an industry and explaining how things came to be. Nigel is also passionate about teaching and more importantly, learning about teaching, a key attribute of good mentors.

Of course I can’t say that these mentors were ‘it’ for me, quite the contrary, I have a number of friends and colleagues spread out throughout the industry who have provided me with invaluable direction over the years in every aspect of a company’s development and my own personal development as an investor. I know I still have so much more to learn, but am glad that I work within an industry and environment where I can continuously learn from others.

Over the past several years, I too have become a mentor to others. The feeling is always a bit strange when it starts happening to you, but many people underestimate their ability to help others. As a mentor, other than developing your own style of mentoring, I believe your three main duties are 1) to have a passion and desire to continue learning about the subject your are mentoring on, 2) to know what you know and what you don’t know and be clear about it during mentoring, and 3) to continuously seek to improve your mentoring skills so that you can structure the advice you are giving for best effect. This does require a discipline of self-analysis to catch yourself when you are falling short on any of the above, but that is a good price to pay when you see the progress you’ve helped others achieve.

And with that, I encourage you to seek out the best mentors that you can for what you are trying to achieve, but also, perhaps so you can also be a great mentor to someone. Don’t discard the idea until you try it!

Summary of “The Importance of Good Mentors” (via tldr.io)

  • Mentors are very important for your career and your company. They provide a structure and feedback that scool or books cannot give.
  • Build your own “advisory board”. You need to have mentors that help you on functional areas and mentors for “bigger picture” areas.
  • Over time, you will also mentor others. You need to have the desire to continue learning about the subject you’re mentoring on.
  • You must be aware of what you know and what you don’t, and be clear about it during mentoring.
  • Finally, you need to continuously seek to improve your mentoring skills to achieve the best effect.

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How do you issue the right number of shares/options to an employee or an advisor?

HM Revenue & Customs at Mevagissey Harbour
HM Revenue & Customs at Mevagissey Harbour (Photo credit: Cross Duck)

Most founders have desire to share their equity with people that helped them along the way, both as a thank you, but also as a motivation tool. However, how to share is always a big question mark for every Founder. The two most frequently asked question is, “How much equity should I assign an advisor?”, which is shortly followed by “How do I know when to issue shares to new employees and how much do I give them?”.

So, let’s take step back and look at why we are doing this in the first place.

Motivating employees and or advisors is a key part of having a productive workforce. One key element to unlock this productivity is by creating a culture of fairness. In his book titled ‘Drive’, Daniel H. Pink talks about how an employee’s productivity can be binary provided that the right results-oriented work environment is created AND they are treated fairly from a compensation point of view. Effectively, if you don’t create a feeling of fairness in terms of compensation, relative to the market, employees will simply not be ‘open’ to be fully motivated as they will feel slighted. It’s a simple concept on paper, harder to implement in practice.

Therefore, the word ‘fairness’ is what’s important here.. how do you define the fairness culture in your startup?

Let’s start with advisors:

Advisors need to commit some time to your company to ‘earn’ their equity. The first thing to do is to define what kind of role this advisor is going to take. Is he going to provide board-level feedback and help or just operational help (marketing, for example). Is she going to meet with you once a week or once a month?

Then, define a time period for this relationship before you review it for extension. As in, Joe, your marketing advisor, will work with you once a week for 9 months, at which point you can review your working relationship to see if he is needed any further or if it is working out.

It’s really quite simple, find someone that can help you, narrowly define expectations you have of each other and for how long, and then find an equity amount that is in line with the market and that makes them happy.

For the USA, the Founder Institute has come up with some guidelines on numbers, and you can read about those here:

They also include an agreement you can sign with your advisor to narrowly define the engagement. For the UK, I’ll be linking to one soon… stay tuned.

Onto Employees (which is a bit trickier and I’ll include the topic of valuations as a bonus):

Back to the topic of Fairness… Fairness is defined by having the total compensation of your employee meet his or her expectations as defined by the market. As such, you need to think of your employee’s total compensation (cash + equity) as something that is within the boundaries of the market norm for his or her role. Deviate too much and not only is hiring hard(er), but you will have inherently unmotivated employees. Total compensations at startups usually have low or no salary, so that fairness is established by assigning equity.

So in order to quantify the value of the equity portion of the total compensation of an employee, one important thing to consider is that the total value of the option package issued, is a function of both the total number given, but also the strike price they have. The two go hand in hand.

But before we go any further, a quick definition check on Strike Price:

An option’s strike price is the fixed price assigned to an option for the purchasing of the underlying share (typically ordinary shares) in the company. In effect, you have to pay the [strike price x  the options] you’ve been granted, to exercise your right to buy the underlying shares. Once you’ve ‘exercised’, you own the shares.

Pricing strike prices is a bit of a pain. In the USA, you have to do 409A valuations. More on that from Fred Wilson here:

Pricing in the UK is both simpler and more difficult. More difficult because it isn’t as clear as the USA, but simpler, because there is more flexibility.

Here is the exact language from HMRC (http://www.hmrc.gov.uk/shareschemes/emi-new-guidance.htm#10):

If EMI options in an unquoted company are granted the company can, if it wishes, agree the market value of the shares with HMRC Shares and Assets Valuation (SAV). To agree a market value with them the company will need to propose a value for the shares and provide background information to support the proposal. It will need to complete form Val 231 for EMI options.
The form outlines the information needed to support the proposed valuation. When it is complete, it should be sent it to HMRC Shares and Assets Valuation (SAV).
If the form is not used or the company does not supply all the information requested, it may be asked to supply the missing information before a valuation can begin. This could delay the agreement of the valuation. When HMRC Shares and Assets Valuation (SAV) receive your completed form, they will tell you within ten working days if they need any further information.
Asking HMRC to agree a valuation is not the same as:

  •    notifying HMRC of the grant of EMI options
  •    or making the annual tax return required for EMIs

This language does give you some flexibility on how you want to value and define your company’s value at the time you are setting the strike price. Book an appointment with someone like
http://www.completeaccountingsolutions.co.uk/ to discuss how you might go about setting this, or with your lawyers. Getting this right is important because if you don’t get it right, it will have serious tax implications for your employees or any other option recipients.

So back to strike pricing and its effect on the value you give to your employees:

If you have a very high strike price, you affect the employee’s total return on an exit. In a simplified equation (that isn’t designed to give you the present value of your options (Black–Scholes), but rather just the mechanics of cashing out), the value of the options will be:

(Share Price at Exit * Options you have) – (Strike Price you have * Options you have) = value to employee in cash at exit

You can see where to match employee 100, who comes in when the company is worth a lot more, with employee 10, who came in early, you’d have to issue employee 100 many more shares to ‘equal’ the same given to Employee 10. Try explaining all that to your hundredth employee and also to your first few, who might feel slighted that someone has more ‘shares’ than they do for the same job function.

Also, here is an interesting point to consider: different exercise prices for fully vested employees will cause them to behave differently. An employee who has 100 shares to buy, but only at $1 each will act differently (buy the shares and be a passive shareholder) vs an employee that has 100 shares at $100 (more likely to make a calculated decision as to whether to exercise (or not) the options upon a departure). Remember, if you set an exercise period after someone leaves the company, the question is, do you want them to keep the shares as a bet (low price) or only keep them if they really believe in the company (high price)? Again, no right answer as you balance between equity you give out.

So how much equity to give them?

After the above exercise, you see the challenge between articulating fairness mathematically, but also in terms of how employees chat between themselves and can sometimes get the wrong impressions based on not having all the facts.

Transparency is very useful in the early stages of a business, but as you grow, you may choose to just share the basic information of your company’s equity buckets, or strata. It’s really up to you and how you want to stratify the different kinds of employee equity issuances, for example: director level, supervisory level, and admin level.

The trick here, is really in how to ‘define’ who is what. I’d say that the important strata are:

  •    Those that set strategic direction overall (typically the founders or CEO)
  •    Those that set functional strategic direction (typically someone like a CFO, or CMO)
  •    Those that set budgets to hit strategic goals (Directors, VPs)
  •    Those that manage people according to budgets (Supervisors, Line Managers)
  •    Those that execute (Developers, Sales people, etc)

Then, you define what’s a fair total comp bucket value for each of these, and then use the math equations to give you the relative values of equity for each strata.

As with most things of this nature, however, there are more than one way to slice the onion.

Fred Wilson’s post below on what to issue each strata is useful as a guide for both an equation to calculate absolute numbers, but also to help understand the different tiers of employees.

And here is Guy Kawasaki’s suggested split (via @brandid):

Lastly, here is another version of how to divide things ‘fairly’ between everyone (via @gosimpletax): http://www.brightjourney.com/q/forming-new-software-startup-allocate-ownership-fairly

Once you’ve chosen your preferred method, one mistake to avoid is to promise early employees ‘percentages’. Meaning, don’t say, I’ll give you 2%, but rather say, I’m giving you 2,000 shares which represent 2% of our current cap table. The reason is that if you leave it verbally at 2%, you may inadvertently make them believe that at the next round the will continue to have 2%. Don’t assume all employees understand the mechanics of financing rounds and/or dilution.

Another mistake to avoid is not including a vesting period. Without a vesting period, your employees have full access to what you’ve promised them, whether they’ve spent time to ‘earn it’, it is dangerous for the company to not have one. Read here an explanation of why that’s important:  http://www.seedcamp.com/2012/11/seedhack-founders-collaboration-agreement-version-2-0.html

In the end, this is more of an art, and you will get it wrong at least once, and don’t be afraid to experiment, but as long as you have a process, I believe you will have less issues going forward, particularly when the company grows larger, than if you leave things entirely open-ended.

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