Advisory Boards & voting rights for investors

Advisory Boards & voting rights for investors

Phase
Eigentumskonzept entwerfen
Content Type
Einzelarbeit - lesen
Activity Time
5-10 Min

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Guiding question

To what extent and in what form do we allow voting rights for "external" persons?

Additional committees

Summary

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Welche Governance-Regeln und Strukturen sollen zusätzlich zu dem Eigentumsrechten strukturiert werden (Beiräte, Red Lines, Rolle der Geschäftsführung und Zusammenarbeit mit ihr, Mitarbeitermitbestimmung)?

Voting rights for consultants and investors?

One question we are often confronted with is whether investors and consultants can also be granted voting rights and whether this can be meaningfully combined with the principles of steward-ownership. Regarding the first question, the answer is yes. Investors and consultants can receive voting rights if they take responsibility in an entrepreneurial way. For instance, angel investors can act as co-entrepreneurs in addition to their role as investors. When deciding whether to grant voting rights to such angels, their role as co-entrepreneur is the only relevant consideration. The same principle applies to consultants. Following this principle, it is possible to grant voting rights to consultants and investors in steward-ownership, but specifically not because of their roles as investors or consultants. Instead, they should be considered co-entrepreneurs. Beyond these guiding principles, companies can create additional, individualized solutions that suit their specific needs.

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Advisory Boards

One possible solution for establishing a connection between a company and investors, consultants, or other important stakeholders without transferring direct voting rights is by creating an advisory board. This can be legally structured, with specific rights and duties, or it can serve as a sounding board or advisory board without formal responsibilities.

When formalizing the legal framework, it is crucial to ensure that the rights of the advisory board do not undermine the principles of steward-ownership by allowing them to exert too much influence on the enterprise. The stewards themselves should remain at the helm. Therefore, consultation obligations and individual rights are the most suitable. The selection of these rights is based on the needs of the company, i.e., the topics on which the company wants to be consulted, and the consultants, i.e., the topics on which they want to have to be consulted.

Combining a legal advisory board with a succession council is one option. In this case, the advisory board would have the power to veto the appointment of steward-owners. Another option is to establish "red lines" that the steward-owners are not allowed to cross, with the advisory board responsible for monitoring them. If the steward-owners cross these "red lines," the advisory board can revoke their voting rights and redistribute them. Some entrepreneurs prefer to determine these "red lines" themselves, and the advisory board monitors them accordingly.

Such an advisory board, especially the legal one, naturally requires additional effort and costs, and should, therefore, be considered only if there are concrete needs and anticipated added value for the company. Many steward-owned startups, such as Wildplastic or Payactive, use non-legal advisory boards, which arise organically from the stakeholders' shared interest in shaping a successful company.

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Published by: Purpose Schweiz

Graphics and illustrations: Purpose Stiftung