Capitalization calculator

Tener esta tabla clara y compartida con todos los socios es clave. No sólo para conocer esta información, sino para poder gestionar el cap table de forma adecuada en el futuro. Dos aspectos son importantes a la hora de gestionar el cap table:

In the first place, details of the shares held by the original shareholders. It is important, in the first rounds, for the partners to hold majority percentage ownership of the company.

En segundo lugar, es el juego de las mayorías. En la mayoría de las sociedades mercantiles que se utilizan para proyectos de emprendimiento, la ley obliga a que las decisiones que conciernen a las personas socias (o mejor dicho, a la junta de accionistas) se tomen por mayoría de más del 50% de las acciones que estos posean. Esto hace que las personas socias que tengan un 50,01% del capital social puedan imponer su criterio al resto de socios y socias.

This can often be a problem, given that it can leave some shareholders in second place. However, this is a situation which can be solved by stipulating in the shareholder agreement which decisions must have their own system of majorities, We will look at this in the corresponding chapter.

However, for all other decisions, it is advisable to bear these shareholdings in mind and to know with which of your partners you make up a majority.

Another aspect to be taken into account is the 50/50 deadlock situation. To avoid this, we recommend two possible solutions:

1: that one of the partners (normally the person occupying the position of CEO) hold a slightly higher percentage than the others. This will prevent deadlock situations from occurring.

2: by stipulating in the company’s articles of incorporation that, in the event of a deadlock when voting on decisions, a casting vote will be held by certain shareholders or by a third party appointed by all shareholders.

In this case, although we can see that the percentage of shares held by the promoter team is lower than 50%, as the company valuation is very high (we are talking about many millions of euros), the loss of said majority is not particularly serious.

It is important not to excessively raise the company valuations in the first rounds because very high initial rounds can seriously complicate future rounds.

One last aspect to be taken into account when managing the company’s cap table is that of phantom shares.

Phantom shares are a type of financial compensation given by the company to workers that it values highly in the endeavour to secure their loyalty and retain them. As their name suggests, the worker does not hold the actual shares, but the amount of money associated to their worth. This right will become effective when dividends are paid out or with the sale of the company to a third party.

Phantom shares are formalised by means of a contractual agreement between the company and the worker in which the conditions are stipulated. Normally phantom shares are not awarded directly but are dependent upon meeting performance targets or the worker staying with the company for a certain amount of time. This time is known as a “vesting period”.

In practice, assigning 10% of its equity to phantom shares is perfectly acceptable over the company’s lifetime. With respect to the vesting period, 2-4 years is quite reasonable.

Thus, phantom shares do not, strictly speaking, affect the cap table; however, they must be taken into account in the case of liquidity events.