I was reading an excerpt from Noah Wasserman’s The Founder’s Dilemmas: Anticipating and Avoiding the Pitfalls That Can Sink a Startup (Kauffman Foundation Series on Innovation and Entrepreneurship) about Founder Dilemmas: Equity Splits and it struck home. Equity splits and distribution are often the key issues related to power imbalances, perceived injustice and tension amongst cofounders.

In Noam’s dataset, 73% of founding teams split equity within a month of founding, a striking number given the big uncertainties early in the life of any startup. The majority of those teams set the equity in stone by failing to allow for future adjustments to equity stakes if there are major changes within the team or the startup…

Setting the early equity split in stone is one of the biggest mistakes founders can make. With their confidence in their startup and themselves, their passion for their work and their mission, and their desire not to harm the fragile dynamic within the nascent founding team, cofounders tend to plan for the best that can happen. They assume that their early, high levels of commitment will last long into the future, rather than waning as the challenges of founding begin to sap their passion for the idea and for each other. They assume that no adverse events will change the composition of the team.They also tend to take a very short-term view of the factors that should affect equity splits.

Sometimes it just doesn’t work out, and a founder will choose to leave the company or have the choice made for them. The question is how do you create a set of agreements that is fair to all of the cofounders. Often we think that standard employment and shareholder agreements cover much of the difficult situations that we can encounter with cofounders. But as cofounders it starts by really understand what you each are looking for, and then making sure your agreements cover the specifics of your situation.

10 Critical Cofounder Questions

1. How should we divide the shares?
2. How will decisions get made?
3. What happens if one of us leaves the company?
4. Can any of us be fired? By whom? For what reasons?
5. What are our personal goals for the startup?
6. Will this be the primary activity for each of us?
7. What part of our plan are we unwilling to change?
8. What contractual terms will each of us sign with the company?
9. Will any of us be investing cash in the company? If so, how will this be treated?
10. What will we pay ourselves? Who gets to change this in the future?

A couple of things. I think all founders stock should vest. I like it when founders purchase their initial shares with a one-time acceleration clause for a small percentage at purchase (3-5%). I like when founders’ stock reverse vests with a traditional one year cliff. The initial vesting acceleration is because things can change at 6 months and it seems fair to value the capital risk that each founder has taken at purchase. And the one year cliff because it is standard. What I’ve seen a lot is founders that don’t do the small initial accelerated vesting clause.

The other thing I like to see is an Employment Agreement with Termination clauses, in particular, an acceleration on vesting regarding “Termination by the Corporation without Cause”. I like to see a single trigger acceleration with 6-12 months of stock vesting on termination without cause (I’m not alone). The goal is to be fair and to protect each cofounder and the corporation if things don’t workout.

What tips do others have for equity splits? acceleration clauses? terms? That as cofounders we should put in our agreements.

Other Resources

• Important Questions Startup Cofounders should Ask Each Other
• Equity Compensation Terms
• Why Your Startup’s Founder Stock should Vest Over Time
• Startup Stock Options: Vesting Schedules & Acceleration
• Startup Equity for Employees
• What Entrepreneurs need to know about Founders’ Stock
• Issuing Founders’ Stock: Purchasing Price

StartupNorth contributor Ray Luk (LinkedIn, @rayluk) announced the launch of Scalability Inc. (@scalabilityinc). It’s a great service that provides backoffice services including bookkeeping, accounting, government filings, payroll, record keeping, and human resources. It’s the combination of tools and the people with the expertise to help with timing that can make a huge difference. Ray seems to have nailed a need in the marketplace with Scalability Inc.

It’s great to see startups building these unsexy tools, and sharing their experiences. It’s particularly interesting to see how many Canadian startups are playing in the unsexy backoffice space. Scalability Inc., Wave Accounting (announced $12MM from Social+Capital), TribeHR ($1MM from David Skok at Matrix Partners), Shopify ($22MM from Bessemer), Dayforce (acquired by Ceridian), it seems like Canadians like critical business apps.

What are the must have tools that you are using in your startup’s back office?

Sales & Inventory

• Shopify
• InFlow Inventory
• StitchLabs

Analytics & Business Intelligence

• Google Analytics
• RJ Analytics
• KISSmetrics
• Mixpanel

CRM

• Streak
• Pipedrive
• Pipeline Deals
• Nutshell
• Capsule CRM
• Basecamp

Human Resources

• TribeHR

Accounting & Payroll & Expenses

• WaveAccounting
• Xero
• QuickBooks
• Ceridian
• Expensify

Invoicing

• FreshBooks

Payments

• PayFirma
• PayPal
• SnapPay
• Stripe
• Square

Legals

• Rubsun Ho, Cognition LLP
• Rob Hyndman, Hyndman Law
• James Smith, Labarge Weinstein
• Suzie Dingwall Williams, Venture Law Associates

Bookkeepers & Accountants

What are you using in the back office? Who are the consultants and providers that we’ve missed?

What has he done for us lately?

I don’t often look to politicians to help out startups. Typically when they do, they mess it up and make it worse than it was before. And probably if I looked at Rob Ford’s track record of do-little-ness, I’d think even less of trying to push him to get involved in our just blooming, fragile startup ecosystem.

But, being here in New York the last few months, I have seen Mayor Bloomberg involved in some helpful, innovative projects. In fact, in a fascinating report about the New York startup ecosystem titled “New Tech City“, on page 24, specifically outlines the “Bloomberg Effect” and some of the tactical steps he’s taken to bolster New York’s early stage, rising tech startup community.

“New York’s tech sector has benefited greatly from an unprecedented level of support from Mayor Bloomberg and his top economic development officials.” –New Tech City Report

I’d love to hear this said about any government entity at any level in Canada.

Now I know some of you have distant (errrr… recent) memories of political thoughtfulness gone wrong (cough cough, the inadvertent disappearance of the entire angel investing class). The typical refrain I hear from folks in the tech scene is something like “Gov’t should provide money and get out of the way”. But I’ve seen the Bloomberg administration do a lot more, successfully.

For instance, here are two extremely low cost areas where city politicians can help startups – promotion and their powerful networks. I’ve been at four startup events here in New York in three months, and Mayor Bloomberg has been at two of them.

“He’s visited scores of start-ups, given major speeches at local industry events such as Tech Disrupt and the NY Tech Meetup, and last year installed a chief digital officer to help coordinate promotion efforts. As the “mayor” of City Hall on Foursquare, he’s even become an avid user himself.” — New Tech City Report

The city hosts an event called NYC Big Apps. Basically the city has been opening up up more and more data each year and runs a contest to see who can build the best mobile apps based on that dataset. The event has about $50k of awards, the grand prize winner gets $10k. The event looks to be partially covered by sponsors (BMW’s venture arm seemed to be prominent at the event). Folks from NYC’s Economic Development Council are there en masse, helping facilitate introductions between investors, well networked folks & startups. If you are a winner, you’ll get a chance to pitch to some of NYC’s best investors (many of whom support the initiative and help judge the apps themselves) – Fred Wilson et al. Not only can you see Mayor Bloomberg at events the city runs, but you can see him at other big events in the city – Disrupt, NY Tech Meetup, etc.

Wouldn’t you love to see cities get involved with key startup folks in the city (like say Howard Gwin or Boris Wertz) and run some interesting events akin to Big Apps. I’d also love to see prominent politicians supporting existing events like say Demo Day. How about hanging with Rob Ford at Startup Drinks?? Yeah, didn’t think so… but maybe a hipper, cooler city councillor?

On top of that, politicians could easily use their followership and social media outreach tools to preach and promote local startups. I’d love to see Mayor Ford tweeting about reading his Kobo, or hear Vancouver’s local government talk about their usage of HootSuite. I’d love to see some city councillors buying a new shirt using Buyosphere. Anything really to show they know entrepreneurs exist and can use every piece of help they can give.

Why Isn't Rob Ford Talking About Toronto Startups Like This?

Less talked about in the NYC Tech City report is that NYC is overhauling their own contracting/vetting procedures so smaller startups can bid and have a chance on winning meaningful business with the governments. Why shouldn’t City Hall’s use Freshbooks for instance, or FixMo? Presumably it would offer some real cost competition vs the usual city hall tech vendors.

Or better yet, how about introductions and biz dev help? New York’s Economic Development Committee actually runs events abroad (like in China), where they use their network to provide trade excursions for local New York startups. I know, because we participated in one of them (in China). We had the chance to meet lots of industry leaders in China and received meaningful business development introductions.

And then there are the “dream-big” projects. New York has created a private-public partnership, providing millions in funding to build a new engineering school with Cornell, in New York City. Or how about a high school devoted to software? I mean we have high schools for the arts littered across Canada… and I’m pretty sure that a software oriented high school might have a bit better of a business case than say… the Etobicoke School For The Arts.

Cornell's Proposed New Engineering School In NYC

So, dear Canadian politicians, I dare you to be creative and get more involved. You can actually help startups out! Talk to influential key people in your local startup scene and ask them “how can we help?”. Use stuff created by local startups, evangalize and promote the crap out of them.

And I’d love to hear more from our audience on ways that your local gov’t has helped (or has not helped) from within your own communities.

PS – A weird corollary post might be titled – “How startups should get involved in government and politics”. When are some of you going to become city councillors and mayors? :)

It’s been 376 days since I put together the Hot Sh!t List 2011. And we’re looking to round out the list with some the next generation of to be watched entrepreneurs. Who in Canada is better than all the rest?  Perhaps we’ll can get custom awards modelled after  Philippe Starck’s Flamme D’Or.

Who do you think should be on the list? Help us find the next generation of up and coming Canadians. In particular we’re looking for those folks behind the scenes, the developers, business developers, growth hackers, marketers, etc. that often don’t get the sames recognitions as the CEO or founders. But they are critical to the success of Canadian startups.

But why do Canadian entrepreneurs care? If you can’t get into the US on an appropriate visa, should you care about an offshore community.

 Some rights reserved by NASA’s Marshall Space Flight Center

For Canadian entrepreneurs and founders looking to immigrate to Canada, we have a number of very similar benefits to the US, and we are probably an even better place for most people to live. There are a number of benefits just based on our proximity to US cities with strong startup ecosystems.  Vancouver is in the same timezone as the Bay area. Toronto, Waterloo, Montreal are in the same timezone as Boston and New York. I think that Canadian startup ecosystems are amazing and I’m not alone (see Startup Genome’s report and their methodology). Toronto placed #4, Vancouver #16 and Montreal #25. We have strong story of investments (Hootsuite, WaveAccounting, Fixmo, ScribbleLive, Kik, Wattpad, TribeHR, Achievers, etc.) and exits (Dayforce, Rypple, Varicent, Postrank, PushLife, Bumptop, SocialDeck, Cognovision, Radian6, etc.). The next 5 years look like a great time for startups in Canada.

Canada is a great place to live

Mercer cites Vancouver (5) followed by Ottawa (14), Toronto (15) and Montreal (22)  as having the best quality of living. The Economist cites Vancouver, Calgary and Toronto as #3, 4 & 5 best places to live (see http://en.wikipedia.org/wiki/World’s_most_livable_cities). We have a ways go to improve compared to places like Norway (Canada #20 on best place to be a mom). All in all, the quality of life in Canada is amazing. The access to health care, education, culture, capital, security, is unmatched (in my opinion). Sure it’s a little cold but man it just makes patio weather so much more valuable.

Connecting beyond Canada’s borders

We have a growing expat support community with The C100. With strong ties in the Bay area, NYC, Boston and now the UK. We have a Canadian government that is starting consultation on a new “startup visa” for new immigrants.

Canada is an awesome place to be an entrepreneur. And we offer a high quality of life. I can’t imagine being anywhere else.

Then it struck me.

1. FounderFuel DemoDay
2. AccelerateMTL
3. CVCA

My goodness, this is an incredible opportunity for Canadian entrepreneurs. If you plan this correctly, you can connect with investors, other founders, folks form NYC, Boston, the Bay area. While the specific sessions at CVCA aren’t necessarily my cup of tea, you could sit in the lobby at the Fairmont Queen Elizabeth and meet every investor in one shot.

CVCA attendees will have a “free Blackberry Playbook” . Just like LinkedIn, I’d be building an HTML5 optimized version of my application and making sure as hell it works like gold on a Playbook (which has a great implementation of WebKit browser). You could call the Fairmont and set up an espresso stand and give away coffee to everyone that demos your application. Hell if nothing else a big sign with “Free Latte” for all of the hung over CVCA attendees and have a student running to a local coffee shop for fulfillment. Great opportunity to get out and hustle.

On top of all of this you get to see some brilliant demos at Founder Fuel. This is going to be a killer event, and you could make it a very interesting opportunity to get in front of potential investors, partners and folks from outside Canada for relatively little cost.

The following is not legal advice and may not be full depiction of the law. Do not rely on anything stated below without first speaking to your lawyer. By publishing the information below, there is no creation of a lawyer-client relationship.

At every entrepreneurial event that I go to, I, without fail meet at least one person who guards his or her business idea like it is the coordinates of a hidden treasure and I am a pirate looming for an opportunity to pillage.

While I always respect one’s decision not to disclose details about their business idea, one cannot forget about the benefits to be gained from people who, like myself, enjoy connecting entrepreneurs with others. Granted, sometimes the decision to remain confidential is wise, but I suspect people are often misguided.

When to “shut-up”

If you are working on a process or machine that you wish to patent (assuming you know what can be patented and what cannot be patented) and you believe that it is going to be more than year or so down the road before you are able patent it, then it may not be a wise decision to disclose details about your process or machine in its early stages. This is because of the “novelty requirement” embedded in the definition of “invention” in the Canadian Patent Act. As interpreted, an otherwise valid patentable subject matter becomes unpatentable when one *discloses how their invention works, and *discloses enough details to enable a skilled reader to make or construct that very invention. This is again assuming that the subject matter for which your “invention” is patentable Most general business ideas that people devise are not patentable inventions, and even if one’s idea is patentable, telling someone your target market and how your business idea will work is generally not enough to violate the “novelty requirement” of a patent as described above.

If you have signed an employment agreement, consultation agreement, shareholder’s agreement, or any other agreement that has a provision labeled as “confidential information”, then for the sake of legal safety do not disclose any particulars about the related party’s business model or any secrets until you have understood the substance of your promises. Often these agreements are intended to protect the company’s “trade secrets”. With that being said, generally agreements provide that something that is already public is no longer is a secret.

If you haven’t signed any documents with anybody but you have devised ingredients or steps for the making of a product or code, or you have received those ingredients from someone else, then it may also not be a good idea to disclose what those ingredients are. Even if you decide not to patent your invention, the common law affords a limited amount of protection for what is classified as a “trade secret”. A trade secret loses all of its protection when it is no longer is a secret.

When it may be a good idea to reveal

If none of the above situations apply to you and you have the ability to discuss general details about your idea (i.e. what kind of hot sauce you are planning to make and your target market) then it may be a good idea to disclose general details without disclosing the essential ingredients of your hot sauce.

Contrary to popular belief not everyone you talk to is in the business of ripping off ideas. A very costly mistake is creating a business without early validation. The only way to get any validation is by hearing the plight and praise of potential customers and this may require some opening up. Funding opportunities, staffing possibilities, and connection building are also some essential building blocks that people may miss out on.

So although there are times when it may be wise to not “spill the secret sauce”, there are other times when giving a little taste test can lead to valued feedback and responses.

Five years ago, I organized the first StartupCampWaterloo. It built on the great community and open space tools from BarCampWaterloo and focused participants around startups. Simon Woodside, Ali Asaria, Mic Berman, and myself felt like we needed to something a little different to get the grass roots high tech startup community moving in Waterloo. It was a year after the Accelerator Centre opened and the community was just finding its feet. Waterloo felt bold and creative with a strong core of startups but it was small.

With the aggressive growth of RIM and Open Text, the Waterloo community has spent the last five years building a strong and diverse tech community. In addition to the homegrown companies, the community was fuelled by a few California based companies making some big purchases in Waterloo Region. These three purchases resulted in the parent companies building a larger presence in the Waterloo Region:

• Google’s acquisition of Reqwireless in 2006
• Intel buying RapidMind in 2009
• EA buying J2Play in 2009

In the last couple of years Communitech grew beyond simply being a promoter and connector for local tech companies. Communitech has established a home base for startups in downtown Kitchener. They took the bold move to put a vibrant space for startups in an old Tannery complex, which has also attracted the likes of Google and Desire2Learn, each with hundreds of employees based in the building. The Communtech Hub is a strong message to entrepreneurs that the community is there to support you.

However, the next five years are where all the attention the Waterloo region has drawn to itself is going to have to transition to results and further momentum growth. This will depend a lot on the companies that have been founded in the last five years and includes some that are now YC-backed.

Looking at what Canada needs to do, what role does Waterloo play in that?

Education

Waterloo is home to arguably the top Engineering School in the country, the University of Waterloo. With programs like REAP, CBET, and living environments like VeloCity it is committed to educating and supporting students with regards to entrepreneurship. It is also focused on having them experience it through the Co-op program that allows students to work anywhere in the world with many choosing to work at Facebook, Google, Twitter, Apple, and a ton of different startups in the valley. This results in students that have a big head start in terms of building a network as well as learning about problems that could turn into great product ideas. That experience and opportunity is a big win for Canada’s startup community. We can see the rise of Waterloo alum lead startups like Vidyard, Kik, Upverter, Well.ca, TribeHR, LearnHub, Thinking Ape, Pair, and others.

And it’s not just UWaterloo, Wilfrid Laurier University and Conestoga college are also doing their part. The MBA program at WLU has a focus on entrepreneurship and they are leveraging the Communitech Hub environment. Conestoga College is educating the work force in the region making it a very important partner in ensuring there is a workforce for growing companies.

Community as the Framework

The Waterloo Region has a ton of tech oriented events. A lot of folks assume the trick is to find time to attend all the events you want to attend. The real trick is figuring out which events you should attend, and how to make the most of your attendance. Are you attending for education? recruiting? to find funding? to be part of the startup scene?  More entrepreneurs need to clearly identify their desired outcomes from each event, and they participate accordingly.

What there needs to be, is a greater focus on founders and information sharing.  Peer mentorship, breakfasts with friends at Angie’s, or just chatting at the end of the day. We should avoid gossip, we don’t want or need a ValleyWag for Waterloo Region. Building a company is difficult enough that we don’t need to be hindering each other. Entrepreneurs need to be able to establish trusting relationships with each other, to build I see it happening more and more but there isn’t enough peer mentorship going on.There are a large number of entrepreneurs that have been through the ups and downs of a startup. It includes fundraising, business development, channel partner discussions, contract gotchas, etc. We need to help entrepreneurs build connections with each other.  There is a huge opportunity for entrepreneurs to build trustworthy relationships and share their experiences.

Tighter connections to elsewhere

Jevon calls for tighter ties to Silicon Valley. But it’s more broad than that. Canadians need to get out of Canada. We need to build stronger connections in New York, Boston, Los Angeles, Buenos Ares, London, Mumbai, Shanghai, Eastern Europe.

We are doing a pretty good job at getting exposure in Silicon Valley. We have companies going to YCombinator (Vidyard, Allerta, Upverter, Pair and others). The C100 has done an amazing job identifying Canadian expatriates and connecting them across the country. The C100 has expanded to NYC and to the UK. Entrepreneurs need to expand to.  We have startups raising money from NYC (Kik raised from USV), Boston (TribeHR raised from Matrix Partners). We need to get out of the local ecosystem and build products for global customers.

I would be remiss to ignore the need for tighter connections to Toronto as well. Whenever anyone says “Toronto is better than Waterloo for…” or “Waterloo is better than Toronto for…” a kitten dies. Stop it. No one really cares and outside of Ontario people think it is just one big region. Lets build stronger ties and use both cities for everything they have to offer.

Policy

Beyond establishing the Hub, Communitech has done a lot of work on building connections with all levels of government. They have a big role to play with influencing policy as does Canada’s Technology Triangle Association.

Grow Like Hell and Don’t Stop

Hootsuite is mentioned but Waterloo is home to tech companies that have taken the long path to growth. RIM, Open Text, and Desire2Learn are examples of rapid growth (over a 10 year period) tech companies. What Waterloo needs is more of that. The challenge is going to be getting the talent that knows how to work sales funnels, marketing, etc to live in the Region in sufficient numbers.

What I would guess is going to happen initially is that US VC-backed companies that started in Waterloo will have to find a way to balance having their product teams in Waterloo and marketing/sales teams in major US startup hub cities. That means an office in Waterloo and one of Palo Alto, Mountain View, San Francisco, New York, or Boston. This allows them to hire developer talent outside of the higher salaries zones that is on par (or better) but feed on the energy in those cities. The US market and understanding it quickly is key to many of the current fast moving startups in Waterloo.

For the Region of Waterloo to live up to the expectations, in the next five years these companies will need to attract that marketing/sales talent to move here for work or be able to use Toronto for that.

After 6 months of hard work, we’re excited to announce the launch of Shoplocket..

ShopLocket is a simple solution for anyone wanting a quick and attractive way to start selling online without the overhead of running a storefront.

Think of it as a platform powering popup online retailers. It’s Lean Retail. Much like Lean Startup or Lean Manufacturing. It’s a platform for online retailers to find “a plan that works before running out of resources”. Just like CafePress automates the creation of customized goods, ShopLocket makes it easy for makers to sell online without investing in inventory or ecommerce solutions. It’s a way, much like restauranters testing new menus and concepts in food truck, popup restaurant or underground markets, ito test the sales of products online.

Shoplocket Cofounders Katherine and Andrew

During summer of 2011, I had the idea to have some quirky t-shirts printed to see whether I could manage to sell them online. I had a pretty decent blog following and a solid network so it occurred to me that if I posted them for sale on the blog, that people might buy them. For only one t-shirt, signing up for a full storefront solution seemed a little ridiculous, especially since I didn’t even know if I’d sell one to cover monthly fees. At the same time I wanted my product listing to look well designed and professional. These were really great t-shirts, and I couldn’t imagine myself just throwing them onto a marketplace like kijiji or craigslist. I couldn’t figure out why what seemed like an easy e-commerce problem like “I only have one product to sell” was actually so hard to solve.

Using ShopLocket, sellers can be up and running in minutes and can embed their products directly on any website, or share a link to where we host their product. In some cases, ShopLocket will serve as a customer funnel for larger online stores, helping new sellers figure out whether they’ve got something worth selling. But for many others, ShopLocket will be all they ever need. For these sellers we’re a replacement for back-and-forth email transactions with buyers and unprofessional marketplaces. Think of us as the ideal “display case” for your new product.

We’ve been in beta with about 1200 users. We’ve been accepted in the first cohort at Extreme Startups. We couldn’t have gotten to where we are today without the incredible support of the Toronto startup community. We’re now gearing up for our Demo Day on June 19th.

• Dan Briklin
• Dave McClure (@davemcclure)
• Stowe Boyd (@stoweboyd)
• Lisa Gansky (@sharethemesh)
• Deborah Schultz (@debs)
• Craig Walker (@cwalker123)
• Sizhao Yang (@zamland)
• Cindy Gallop (@cindygallop)

If you don’t know who these people are, well you should. There are some like Deborah Schultz and Stowe Boyd that are some of the best thinkers about the role that new technology has on work, culture, experience, marketing and behaviour. Go read Debs’ “Dear Miss Manners: the Social Web – WTF?” or Stowe’s Work Talk Research including Data is the New Oil: From Privacy to Publicy. These individuals are talking about the social and political forces that will create the next generation of startups. They are simply amazing.

Did you know the Internet is for porn? Cindy Gallop gave a not to be missed talk at TED in 2009, Make Love Not Porn. She has been thinking about the role pornography, advertising and entertainment.

The rest of the schedule is bound to be equally amazing. I’m looking forward to my trip to Montreal. I hope you’ll join me.