Re: [WISPA] Partnership Agreements
Marlon, Thanks for the kind words. I sometimes (incorrectly) assume that list members know/knew that I used to run an ISP/WISP. Believe me... there are days now when I'm cooped up in the office that I miss being out there climbing towers, hanging antennas, installing routers and looking for the next grain-leg to expand to. Regards, Larry -Original Message- From: Marlon K. Schafer [mailto:o...@odessaoffice.com] Sent: Friday, October 23, 2009 12:00 AM To: leyun...@wispadvantage.com; WISPA General List Subject: Re: [WISPA] Partnership Agreements For those that don't know him, Larry is an ex wisp all around good guy. He's now a lawyer but I try hard not to hold that against him. Did I say that I've known him for years and he's a great guy? Litterally one of the founders of the WISP business. marlon - Original Message - From: Larry Yunker leyun...@wispadvantage.com To: 'WISPA General List' wireless@wispa.org Sent: Thursday, October 22, 2009 8:59 AM Subject: Re: [WISPA] Partnership Agreements Robert, A good partnership agreement / shareholder agreement is a necessity if you are going to take on a partner and make your business venture a success. There are a lot of considerations: How to split profits How to split losses How to elect a board of directors How to make management decisions (usually voting control of the board) How to handle stalemates If the company is in need of money what sort of future contributions will be required and how will those future contributions effect equity Is each partner/shareholder responsible for existing debts/liabilities of the company? Is each partner/shareholder entitled to any sort of salary? (what if the partner gets sick, cannot work, or will not work?) Under what circumstances may a partner/shareholder draw money out of the company? Is a partner entitled to work for the company or can a partner be fired as an employee - if so, does that partner retain his equity in the company? What happens when you want to add new partners? What happens when a partner wants to cash-out? Can a partner sell his interest to just anyone or must 100% of the partners agree to the sale or must the sale be ONLY to existing partners? What happens when a partner dies, gets a divorce, or files bankruptcy? How does the company get valued if a buyout is required? Do you mediate or arbitrate disputes or do you immediately go to court to resolve legal issues? What about competition - can a partner compete? Can an ex-partner compete? Define competition - can a (ex)partner hire away your employees? Can a (ex) partner solicit your customers? For how long after a breakup must an (ex)partner remain out of the field? Is a (ex)partner limited only from providing wireless access services or is he limited from web hosting, web design, computer repair, etc. The list goes on and on. I've handled several partnership/shareholder agreements and with the use of a good template and a good understanding of the WISP business, it's possible to put together a plan to protect yourself and your potential business partners from future disagreements. Trust only goes so far eventually something unforeseen will happen and when it does you want to make sure that you have a document to cover your basis. Regards, Larry Yunker II, Esq. Barkan Robon, Ltd. (419) 897-6500 -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Robert West Sent: Thursday, October 22, 2009 11:17 AM To: 'WISPA General List' Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole
Re: [WISPA] Partnership Agreements
Grin. You know, many of us still work side jobs! big grin For me, it's the local chamber of commerce (president) and being on the board of WISPA. YOU could be a WISP Woo hoo marlon - Original Message - From: Larry Yunker leyun...@wispadvantage.com To: 'Marlon K. Schafer' o...@odessaoffice.com; leyun...@wispadvantage.com; 'WISPA General List' wireless@wispa.org Sent: Friday, October 23, 2009 6:42 AM Subject: RE: [WISPA] Partnership Agreements Marlon, Thanks for the kind words. I sometimes (incorrectly) assume that list members know/knew that I used to run an ISP/WISP. Believe me... there are days now when I'm cooped up in the office that I miss being out there climbing towers, hanging antennas, installing routers and looking for the next grain-leg to expand to. Regards, Larry -Original Message- From: Marlon K. Schafer [mailto:o...@odessaoffice.com] Sent: Friday, October 23, 2009 12:00 AM To: leyun...@wispadvantage.com; WISPA General List Subject: Re: [WISPA] Partnership Agreements For those that don't know him, Larry is an ex wisp all around good guy. He's now a lawyer but I try hard not to hold that against him. Did I say that I've known him for years and he's a great guy? Litterally one of the founders of the WISP business. marlon - Original Message - From: Larry Yunker leyun...@wispadvantage.com To: 'WISPA General List' wireless@wispa.org Sent: Thursday, October 22, 2009 8:59 AM Subject: Re: [WISPA] Partnership Agreements Robert, A good partnership agreement / shareholder agreement is a necessity if you are going to take on a partner and make your business venture a success. There are a lot of considerations: How to split profits How to split losses How to elect a board of directors How to make management decisions (usually voting control of the board) How to handle stalemates If the company is in need of money what sort of future contributions will be required and how will those future contributions effect equity Is each partner/shareholder responsible for existing debts/liabilities of the company? Is each partner/shareholder entitled to any sort of salary? (what if the partner gets sick, cannot work, or will not work?) Under what circumstances may a partner/shareholder draw money out of the company? Is a partner entitled to work for the company or can a partner be fired as an employee - if so, does that partner retain his equity in the company? What happens when you want to add new partners? What happens when a partner wants to cash-out? Can a partner sell his interest to just anyone or must 100% of the partners agree to the sale or must the sale be ONLY to existing partners? What happens when a partner dies, gets a divorce, or files bankruptcy? How does the company get valued if a buyout is required? Do you mediate or arbitrate disputes or do you immediately go to court to resolve legal issues? What about competition - can a partner compete? Can an ex-partner compete? Define competition - can a (ex)partner hire away your employees? Can a (ex) partner solicit your customers? For how long after a breakup must an (ex)partner remain out of the field? Is a (ex)partner limited only from providing wireless access services or is he limited from web hosting, web design, computer repair, etc. The list goes on and on. I've handled several partnership/shareholder agreements and with the use of a good template and a good understanding of the WISP business, it's possible to put together a plan to protect yourself and your potential business partners from future disagreements. Trust only goes so far eventually something unforeseen will happen and when it does you want to make sure that you have a document to cover your basis. Regards, Larry Yunker II, Esq. Barkan Robon, Ltd. (419) 897-6500 -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Robert West Sent: Thursday, October 22, 2009 11:17 AM To: 'WISPA General List' Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has
Re: [WISPA] Partnership Agreements
And then you think about it for a minite and realize. NAH.Don't miss it :-) Jerry -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Larry Yunker Sent: Friday, October 23, 2009 6:42 AM To: 'Marlon K. Schafer'; leyun...@wispadvantage.com; 'WISPA General List' Subject: Re: [WISPA] Partnership Agreements Marlon, Thanks for the kind words. I sometimes (incorrectly) assume that list members know/knew that I used to run an ISP/WISP. Believe me... there are days now when I'm cooped up in the office that I miss being out there climbing towers, hanging antennas, installing routers and looking for the next grain-leg to expand to. Regards, Larry -Original Message- From: Marlon K. Schafer [mailto:o...@odessaoffice.com] Sent: Friday, October 23, 2009 12:00 AM To: leyun...@wispadvantage.com; WISPA General List Subject: Re: [WISPA] Partnership Agreements For those that don't know him, Larry is an ex wisp all around good guy. He's now a lawyer but I try hard not to hold that against him. Did I say that I've known him for years and he's a great guy? Litterally one of the founders of the WISP business. marlon - Original Message - From: Larry Yunker leyun...@wispadvantage.com To: 'WISPA General List' wireless@wispa.org Sent: Thursday, October 22, 2009 8:59 AM Subject: Re: [WISPA] Partnership Agreements Robert, A good partnership agreement / shareholder agreement is a necessity if you are going to take on a partner and make your business venture a success. There are a lot of considerations: How to split profits How to split losses How to elect a board of directors How to make management decisions (usually voting control of the board) How to handle stalemates If the company is in need of money what sort of future contributions will be required and how will those future contributions effect equity Is each partner/shareholder responsible for existing debts/liabilities of the company? Is each partner/shareholder entitled to any sort of salary? (what if the partner gets sick, cannot work, or will not work?) Under what circumstances may a partner/shareholder draw money out of the company? Is a partner entitled to work for the company or can a partner be fired as an employee - if so, does that partner retain his equity in the company? What happens when you want to add new partners? What happens when a partner wants to cash-out? Can a partner sell his interest to just anyone or must 100% of the partners agree to the sale or must the sale be ONLY to existing partners? What happens when a partner dies, gets a divorce, or files bankruptcy? How does the company get valued if a buyout is required? Do you mediate or arbitrate disputes or do you immediately go to court to resolve legal issues? What about competition - can a partner compete? Can an ex-partner compete? Define competition - can a (ex)partner hire away your employees? Can a (ex) partner solicit your customers? For how long after a breakup must an (ex)partner remain out of the field? Is a (ex)partner limited only from providing wireless access services or is he limited from web hosting, web design, computer repair, etc. The list goes on and on. I've handled several partnership/shareholder agreements and with the use of a good template and a good understanding of the WISP business, it's possible to put together a plan to protect yourself and your potential business partners from future disagreements. Trust only goes so far eventually something unforeseen will happen and when it does you want to make sure that you have a document to cover your basis. Regards, Larry Yunker II, Esq. Barkan Robon, Ltd. (419) 897-6500 -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Robert West Sent: Thursday, October 22, 2009 11:17 AM To: 'WISPA General List' Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any
[WISPA] Partnership Agreements
I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical engineer, travels around the world as a contractor overseeing the repair and programming of robotics as well as the installation of the equipment. He says he's tired of being gone all the time and wants to stay in one area in a field that will be somewhat related and complicated enough that he won't get bored. Hm.. I've been to his home a few times, even put in a private wireless connection between him and his neighbor a mile away. Seems like a decent guy. Now he wants to sit down and work things out on paper. Any advice on things to cover my ass on? Things some of you wished you had down on paper when you started out? I'm not a partner kinda guy, my business plan is always in my head, I make much of it up as I go along and I jump in and just do things myself so this is new territory.(However, my total lack of organization is due to the previously stated operation of the business plan) I know some will yell to not take on a partner and I'd be one of them, believe me. That's why I've fought them off so long. But with a larger network coming online and eyes for even more expansion, it's looking good to me. (We currently only have a little less than 200 subs but anticipate twice if not 3 times that to come online in 2010) I just don't want to be out in the cold or screwed over due to my ability to trust. I'll never give up more than 50%, won't happen, but there are many ways people can screw others. It all sounds like picking the right person for marriage. (I have a bad track record in that too!!! ) Do ya think maybe him and I should just kinda date for awhile before we make the commitment? What would be considered first base in this kind of thing? Configuring a CPE after a few dates then moving on to a customer installation then if it all goes well, take the plunge and climb a tower together? Weird. Thanks. Robert West Just Micro Digital Services Inc. 740-335-7020 WISPA Wants You! Join today! http://signup.wispa.org/ WISPA Wireless List: wireless@wispa.org Subscribe/Unsubscribe: http://lists.wispa.org/mailman/listinfo/wireless Archives: http://lists.wispa.org/pipermail/wireless/
Re: [WISPA] Partnership Agreements
Don't do it... Or if you do do it make sure you have controlling interest in the company and can ultimately make any decision there is to be made. Consult lawyer do not do it on your own... That's my 2 cents :) Scott Carullo Brevard Wireless 321-205-1100 x102 Original Message From: Robert West robert.w...@just-micro.com Sent: Thursday, October 22, 2009 11:17 AM To: WISPA General List wireless@wispa.org Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical engineer, travels around the world as a contractor overseeing the repair and programming of robotics as well as the installation of the equipment. He says he's tired of being gone all the time and wants to stay in one area in a field that will be somewhat related and complicated enough that he won't get bored. Hm.. I've been to his home a few times, even put in a private wireless connection between him and his neighbor a mile away. Seems like a decent guy. Now he wants to sit down and work things out on paper. Any advice on things to cover my ass on? Things some of you wished you had down on paper when you started out? I'm not a partner kinda guy, my business plan is always in my head, I make much of it up as I go along and I jump in and just do things myself so this is new territory.(However, my total lack of organization is due to the previously stated operation of the business plan) I know some will yell to not take on a partner and I'd be one of them, believe me. That's why I've fought them off so long. But with a larger network coming online and eyes for even more expansion, it's looking good to me. (We currently only have a little less than 200 subs but anticipate twice if not 3 times that to come online in 2010) I just don't want to be out in the cold or screwed over due to my ability to trust. I'll never give up more than 50%, won't happen, but there are many ways people can screw others. It all sounds like picking the right person for marriage. (I have a bad track record in that too!!! ) Do ya think maybe him and I should just kinda date for awhile before we make the commitment? What would be considered first base in this kind of thing? Configuring a CPE after a few dates then moving on to a customer installation then if it all goes well, take the plunge and climb a tower together? Weird. Thanks. Robert West Just Micro Digital Services Inc. 740-335-7020 WISPA Wants You! Join today! http://signup.wispa.org/ WISPA Wireless List: wireless@wispa.org Subscribe/Unsubscribe: http://lists.wispa.org/mailman/listinfo/wireless Archives: http://lists.wispa.org/pipermail/wireless/ WISPA Wants You! Join today! http://signup.wispa.org/ WISPA Wireless List: wireless@wispa.org Subscribe/Unsubscribe: http://lists.wispa.org/mailman/listinfo/wireless Archives: http://lists.wispa.org/pipermail/wireless/
Re: [WISPA] Partnership Agreements
My rules are: Make it performance based Make sure what he is bringing to the table is equitable to the proposed share of the company Try to talk out exit strategy, where you are taking it, how you want to go and see if that matches up to what your new partner wants to do. This all depends on the business structure you have setup (which you havent mentioned) but I assume it is an LLC or Corporation for your state, make sure it is in writing. Watch this video if you want: http://vimeo.com/6950199 Good luck. -Israel Robert West wrote: I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical engineer, travels around the world as a contractor overseeing the repair and programming of robotics as well as the installation of the equipment. He says he's tired of being gone all the time and wants to stay in one area in a field that will be somewhat related and complicated enough that he won't get bored. Hm.. I've been to his home a few times, even put in a private wireless connection between him and his neighbor a mile away. Seems like a decent guy. Now he wants to sit down and work things out on paper. Any advice on things to cover my ass on? Things some of you wished you had down on paper when you started out? I'm not a partner kinda guy, my business plan is always in my head, I make much of it up as I go along and I jump in and just do things myself so this is new territory.(However, my total lack of organization is due to the previously stated operation of the business plan) I know some will yell to not take on a partner and I'd be one of them, believe me. That's why I've fought them off so long. But with a larger network coming online and eyes for even more expansion, it's looking good to me. (We currently only have a little less than 200 subs but anticipate twice if not 3 times that to come online in 2010) I just don't want to be out in the cold or screwed over due to my ability to trust. I'll never give up more than 50%, won't happen, but there are many ways people can screw others. It all sounds like picking the right person for marriage. (I have a bad track record in that too!!! ) Do ya think maybe him and I should just kinda date for awhile before we make the commitment? What would be considered first base in this kind of thing? Configuring a CPE after a few dates then moving on to a customer installation then if it all goes well, take the plunge and climb a tower together? Weird. Thanks. Robert West Just Micro Digital Services Inc. 740-335-7020 WISPA Wants You! Join today! http://signup.wispa.org/ WISPA Wireless List: wireless@wispa.org Subscribe/Unsubscribe: http://lists.wispa.org/mailman/listinfo/wireless Archives: http://lists.wispa.org/pipermail/wireless/ WISPA Wants You! Join today! http://signup.wispa.org/ WISPA Wireless List: wireless@wispa.org Subscribe/Unsubscribe: http://lists.wispa.org/mailman/listinfo/wireless Archives: http://lists.wispa.org/pipermail/wireless/
Re: [WISPA] Partnership Agreements
We're a full C corporation. I never thought about Exit strategy but I have thought about the death of one of the partners, hopefully from natural causes and how their share should be handled. -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Israel Lopez-LISTS Sent: Thursday, October 22, 2009 11:24 AM To: WISPA General List Subject: Re: [WISPA] Partnership Agreements My rules are: Make it performance based Make sure what he is bringing to the table is equitable to the proposed share of the company Try to talk out exit strategy, where you are taking it, how you want to go and see if that matches up to what your new partner wants to do. This all depends on the business structure you have setup (which you havent mentioned) but I assume it is an LLC or Corporation for your state, make sure it is in writing. Watch this video if you want: http://vimeo.com/6950199 Good luck. -Israel Robert West wrote: I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical engineer, travels around the world as a contractor overseeing the repair and programming of robotics as well as the installation of the equipment. He says he's tired of being gone all the time and wants to stay in one area in a field that will be somewhat related and complicated enough that he won't get bored. Hm.. I've been to his home a few times, even put in a private wireless connection between him and his neighbor a mile away. Seems like a decent guy. Now he wants to sit down and work things out on paper. Any advice on things to cover my ass on? Things some of you wished you had down on paper when you started out? I'm not a partner kinda guy, my business plan is always in my head, I make much of it up as I go along and I jump in and just do things myself so this is new territory.(However, my total lack of organization is due to the previously stated operation of the business plan) I know some will yell to not take on a partner and I'd be one of them, believe me. That's why I've fought them off so long. But with a larger network coming online and eyes for even more expansion, it's looking good to me. (We currently only have a little less than 200 subs but anticipate twice if not 3 times that to come online in 2010) I just don't want to be out in the cold or screwed over due to my ability to trust. I'll never give up more than 50%, won't happen, but there are many ways people can screw others. It all sounds like picking the right person for marriage. (I have a bad track record in that too!!! ) Do ya think maybe him and I should just kinda date for awhile before we make the commitment? What would be considered first base in this kind of thing? Configuring a CPE after a few dates then moving on to a customer installation then if it all goes well, take the plunge and climb a tower together? Weird. Thanks. Robert West Just Micro Digital Services Inc. 740-335-7020 WISPA Wants You! Join today! http://signup.wispa.org/ WISPA Wireless List: wireless@wispa.org Subscribe/Unsubscribe: http://lists.wispa.org/mailman/listinfo/wireless Archives: http://lists.wispa.org/pipermail/wireless/ WISPA Wants You! Join today! http://signup.wispa.org/ WISPA
Re: [WISPA] Partnership Agreements
Thought about that too. I want to at least have control in policy and pricing. -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Scott Carullo Sent: Thursday, October 22, 2009 11:24 AM To: WISPA General List Subject: Re: [WISPA] Partnership Agreements Don't do it... Or if you do do it make sure you have controlling interest in the company and can ultimately make any decision there is to be made. Consult lawyer do not do it on your own... That's my 2 cents :) Scott Carullo Brevard Wireless 321-205-1100 x102 Original Message From: Robert West robert.w...@just-micro.com Sent: Thursday, October 22, 2009 11:17 AM To: WISPA General List wireless@wispa.org Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical engineer, travels around the world as a contractor overseeing the repair and programming of robotics as well as the installation of the equipment. He says he's tired of being gone all the time and wants to stay in one area in a field that will be somewhat related and complicated enough that he won't get bored. Hm.. I've been to his home a few times, even put in a private wireless connection between him and his neighbor a mile away. Seems like a decent guy. Now he wants to sit down and work things out on paper. Any advice on things to cover my ass on? Things some of you wished you had down on paper when you started out? I'm not a partner kinda guy, my business plan is always in my head, I make much of it up as I go along and I jump in and just do things myself so this is new territory.(However, my total lack of organization is due to the previously stated operation of the business plan) I know some will yell to not take on a partner and I'd be one of them, believe me. That's why I've fought them off so long. But with a larger network coming online and eyes for even more expansion, it's looking good to me. (We currently only have a little less than 200 subs but anticipate twice if not 3 times that to come online in 2010) I just don't want to be out in the cold or screwed over due to my ability to trust. I'll never give up more than 50%, won't happen, but there are many ways people can screw others. It all sounds like picking the right person for marriage. (I have a bad track record in that too!!! ) Do ya think maybe him and I should just kinda date for awhile before we make the commitment? What would be considered first base in this kind of thing? Configuring a CPE after a few dates then moving on to a customer installation then if it all goes well, take the plunge and climb a tower together? Weird. Thanks. Robert West Just Micro Digital Services Inc. 740-335-7020 WISPA Wants You! Join today! http://signup.wispa.org/ WISPA Wireless List: wireless@wispa.org Subscribe/Unsubscribe: http://lists.wispa.org/mailman/listinfo/wireless Archives: http://lists.wispa.org/pipermail/wireless/ WISPA Wants You! Join today! http://signup.wispa.org/ WISPA Wireless List: wireless@wispa.org Subscribe/Unsubscribe: http://lists.wispa.org/mailman/listinfo/wireless Archives: http://lists.wispa.org
Re: [WISPA] Partnership Agreements
You need to finalize the divorce plans before getting married in business. Talk to a good business lawyer or you could end up having his wife be your partner or any number of other things that may be undesirable. Don't give away what you have worked on to this point by not being educated by a good lawyer. Tell your bride to be that he can put 5k towards legal consultation for you both before you make any decisions :) Scott Carullo Brevard Wireless 321-205-1100 x102 Original Message From: Robert West robert.w...@just-micro.com Sent: Thursday, October 22, 2009 11:31 AM To: WISPA General List wireless@wispa.org Subject: Re: [WISPA] Partnership Agreements We're a full C corporation. I never thought about Exit strategy but I have thought about the death of one of the partners, hopefully from natural causes and how their share should be handled. -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Israel Lopez-LISTS Sent: Thursday, October 22, 2009 11:24 AM To: WISPA General List Subject: Re: [WISPA] Partnership Agreements My rules are: Make it performance based Make sure what he is bringing to the table is equitable to the proposed share of the company Try to talk out exit strategy, where you are taking it, how you want to go and see if that matches up to what your new partner wants to do. This all depends on the business structure you have setup (which you havent mentioned) but I assume it is an LLC or Corporation for your state, make sure it is in writing. Watch this video if you want: http://vimeo.com/6950199 Good luck. -Israel Robert West wrote: I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical engineer, travels around the world as a contractor overseeing the repair and programming of robotics as well as the installation of the equipment. He says he's tired of being gone all the time and wants to stay in one area in a field that will be somewhat related and complicated enough that he won't get bored. Hm.. I've been to his home a few times, even put in a private wireless connection between him and his neighbor a mile away. Seems like a decent guy. Now he wants to sit down and work things out on paper. Any advice on things to cover my ass on? Things some of you wished you had down on paper when you started out? I'm not a partner kinda guy, my business plan is always in my head, I make much of it up as I go along and I jump in and just do things myself so this is new territory.(However, my total lack of organization is due to the previously stated operation of the business plan) I know some will yell to not take on a partner and I'd be one of them, believe me. That's why I've fought them off so long. But with a larger network coming online and eyes for even more expansion, it's looking good to me. (We currently only have a little less than 200 subs but anticipate twice if not 3 times that to come online in 2010) I just don't want to be out in the cold or screwed over due to my ability to trust. I'll never give up more than 50%, won't happen, but there are many ways people can screw others. It all sounds like picking the right person for marriage. (I have a bad track record in that too!!! ) Do ya think maybe him and I should just kinda date for awhile before we make the commitment? What would be considered first base in this kind of thing? Configuring a CPE after a few dates then moving
Re: [WISPA] Partnership Agreements
Hiya Robert, First off, we've got nearly 7000 square miles of coverage (NOT all together in one area) and 600 wireless subs. Plus dialup and fiber (we're a fiber reseller so there's not much work involved most of the time). You may not really NEED a partner, rather a good secretary. We take care of all of our work with a slug of good consultants who only get paid when there is work to be done, myself and an office manager. My wife also pays the bills, that takes her 4 to 6 hours per week. If you do decide to partner do not go 50/50. Then everything ends up in court. Either take 51 or 49. Better yet try to go for a 60/40 split. grin Put each partner's duties on paper. Lay out in advance who's responsible for what. If you are technical and installation then YOU make those decisions. If he's paperwork and construction, then HE makes them, even if you don't like them ever time. I've been working in small businesses for a very long time. I get to know my customers. I see them come and go, a lot. One of the biggest things people point out, over and over, is the lack of pre set responsibilities. Sometimes people just naturally fit into their rolls and no one questions how things are done. Other times the rolls start to overlap and arguments happen. This is usually a harder thing to do with friends or family members. Having not done the partnership thing I can only give you advice that others have given me I've looked at trying to team up with some of my competitors and these are the things that seem to always get us stuck. If we can't get past them now, we will certainly have to deal with them later. Hope that helps, marlon - Original Message - From: Robert West robert.w...@just-micro.com To: 'WISPA General List' wireless@wispa.org Sent: Thursday, October 22, 2009 8:17 AM Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical engineer, travels around the world as a contractor overseeing the repair and programming of robotics as well as the installation of the equipment. He says he's tired of being gone all the time and wants to stay in one area in a field that will be somewhat related and complicated enough that he won't get bored. Hm.. I've been to his home a few times, even put in a private wireless connection between him and his neighbor a mile away. Seems like a decent guy. Now he wants to sit down and work things out on paper. Any advice on things to cover my ass on? Things some of you wished you had down on paper when you started out? I'm not a partner kinda guy, my business plan is always in my head, I make much of it up as I go along and I jump in and just do things myself so this is new territory.(However, my total lack of organization is due to the previously stated operation of the business plan) I know some will yell to not take on a partner and I'd be one of them, believe me. That's why I've fought them off so long. But with a larger network coming online and eyes for even more expansion, it's looking good to me. (We currently only have a little less than 200 subs but anticipate twice if not 3 times that to come online in 2010) I just don't want to be out in the cold or screwed over due to my ability to trust. I'll never give up more than 50%, won't happen, but there are many ways people can screw others. It all sounds like picking the right person for marriage. (I have a bad track record in that too!!! ) Do ya think maybe him and I should just kinda date for awhile before we make the commitment? What would
Re: [WISPA] Partnership Agreements
Three methods in order of best to worst: Buyout *Pay the guy a good salary, buy his equipment, buy this and that but do not give controlling interest/stock Cooperation *This never works don't even try Partnership *You better get a whole hell of a lot before trying this as this ends many small companies. In the last several years I have seen it quite a few (frustration, incompatibility, whatever) 50/50 hardly ever works out - if one goes left and the other right, you're not moving. 51/49 or 60/40 is strongly suggested. Talk to a lawyer. Be sure the lawyer understands what you want. The lawyer is the only way to truly cover your ass. Unfortunately, if you don't already have one you do not know how good one will be until you give them a chance. Josh Luthman Office: 937-552-2340 Direct: 937-552-2343 1100 Wayne St Suite 1337 Troy, OH 45373 When you have eliminated the impossible, that which remains, however improbable, must be the truth. --- Sir Arthur Conan Doyle On Thu, Oct 22, 2009 at 11:40 AM, Marlon K. Schafer o...@odessaoffice.comwrote: Hiya Robert, First off, we've got nearly 7000 square miles of coverage (NOT all together in one area) and 600 wireless subs. Plus dialup and fiber (we're a fiber reseller so there's not much work involved most of the time). You may not really NEED a partner, rather a good secretary. We take care of all of our work with a slug of good consultants who only get paid when there is work to be done, myself and an office manager. My wife also pays the bills, that takes her 4 to 6 hours per week. If you do decide to partner do not go 50/50. Then everything ends up in court. Either take 51 or 49. Better yet try to go for a 60/40 split. grin Put each partner's duties on paper. Lay out in advance who's responsible for what. If you are technical and installation then YOU make those decisions. If he's paperwork and construction, then HE makes them, even if you don't like them ever time. I've been working in small businesses for a very long time. I get to know my customers. I see them come and go, a lot. One of the biggest things people point out, over and over, is the lack of pre set responsibilities. Sometimes people just naturally fit into their rolls and no one questions how things are done. Other times the rolls start to overlap and arguments happen. This is usually a harder thing to do with friends or family members. Having not done the partnership thing I can only give you advice that others have given me I've looked at trying to team up with some of my competitors and these are the things that seem to always get us stuck. If we can't get past them now, we will certainly have to deal with them later. Hope that helps, marlon - Original Message - From: Robert West robert.w...@just-micro.com To: 'WISPA General List' wireless@wispa.org Sent: Thursday, October 22, 2009 8:17 AM Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical engineer, travels around the world as a contractor overseeing the repair and programming of robotics as well as the installation of the equipment. He says he's tired of being gone all the time and wants to stay in one area in a field that will be somewhat related and complicated enough that he won't get bored. Hm.. I've been to his home a few times, even put in a private wireless connection between him and his neighbor a mile away. Seems like a decent guy. Now he wants to sit down and work things out on paper. Any advice on things to cover my ass
Re: [WISPA] Partnership Agreements
Robert, A good partnership agreement / shareholder agreement is a necessity if you are going to take on a partner and make your business venture a success. There are a lot of considerations: How to split profits How to split losses How to elect a board of directors How to make management decisions (usually voting control of the board) How to handle stalemates If the company is in need of money what sort of future contributions will be required and how will those future contributions effect equity Is each partner/shareholder responsible for existing debts/liabilities of the company? Is each partner/shareholder entitled to any sort of salary? (what if the partner gets sick, cannot work, or will not work?) Under what circumstances may a partner/shareholder draw money out of the company? Is a partner entitled to work for the company or can a partner be fired as an employee - if so, does that partner retain his equity in the company? What happens when you want to add new partners? What happens when a partner wants to cash-out? Can a partner sell his interest to just anyone or must 100% of the partners agree to the sale or must the sale be ONLY to existing partners? What happens when a partner dies, gets a divorce, or files bankruptcy? How does the company get valued if a buyout is required? Do you mediate or arbitrate disputes or do you immediately go to court to resolve legal issues? What about competition - can a partner compete? Can an ex-partner compete? Define competition - can a (ex)partner hire away your employees? Can a (ex) partner solicit your customers? For how long after a breakup must an (ex)partner remain out of the field? Is a (ex)partner limited only from providing wireless access services or is he limited from web hosting, web design, computer repair, etc. The list goes on and on. I've handled several partnership/shareholder agreements and with the use of a good template and a good understanding of the WISP business, it's possible to put together a plan to protect yourself and your potential business partners from future disagreements. Trust only goes so far eventually something unforeseen will happen and when it does you want to make sure that you have a document to cover your basis. Regards, Larry Yunker II, Esq. Barkan Robon, Ltd. (419) 897-6500 -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Robert West Sent: Thursday, October 22, 2009 11:17 AM To: 'WISPA General List' Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical engineer, travels around the world as a contractor overseeing the repair and programming of robotics as well as the installation of the equipment. He says he's tired of being gone all the time and wants to stay in one area in a field that will be somewhat related and complicated enough that he won't get bored. Hm.. I've been to his home a few times, even put in a private wireless connection between him and his neighbor a mile away. Seems like a decent guy. Now he wants to sit down and work things out on paper. Any advice on things to cover my ass on? Things some of you wished you had down on paper when you started out? I'm not a partner kinda guy, my business plan is always in my head, I make much of it up as I go along and I jump in and just do things myself so this is new territory.(However, my total lack of organization is due to the previously stated operation of the business plan) I know some will yell to not take on a partner and I'd be one of them, believe me. That's why I've fought them off so long. But with a larger network coming
Re: [WISPA] Partnership Agreements
A good lawyer around here is tough. I have honestly used 5 different lawyers in the past 2 years. They always know but they are always wrong. I hate that... Need to find a good one but it's not like a TV where I can read reviews! Yes, they do have legal reviews but it all seems like self hype and advertising. Just as can be expected with lawyers... -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Josh Luthman Sent: Thursday, October 22, 2009 11:50 AM To: WISPA General List Subject: Re: [WISPA] Partnership Agreements Three methods in order of best to worst: Buyout *Pay the guy a good salary, buy his equipment, buy this and that but do not give controlling interest/stock Cooperation *This never works don't even try Partnership *You better get a whole hell of a lot before trying this as this ends many small companies. In the last several years I have seen it quite a few (frustration, incompatibility, whatever) 50/50 hardly ever works out - if one goes left and the other right, you're not moving. 51/49 or 60/40 is strongly suggested. Talk to a lawyer. Be sure the lawyer understands what you want. The lawyer is the only way to truly cover your ass. Unfortunately, if you don't already have one you do not know how good one will be until you give them a chance. Josh Luthman Office: 937-552-2340 Direct: 937-552-2343 1100 Wayne St Suite 1337 Troy, OH 45373 When you have eliminated the impossible, that which remains, however improbable, must be the truth. --- Sir Arthur Conan Doyle On Thu, Oct 22, 2009 at 11:40 AM, Marlon K. Schafer o...@odessaoffice.comwrote: Hiya Robert, First off, we've got nearly 7000 square miles of coverage (NOT all together in one area) and 600 wireless subs. Plus dialup and fiber (we're a fiber reseller so there's not much work involved most of the time). You may not really NEED a partner, rather a good secretary. We take care of all of our work with a slug of good consultants who only get paid when there is work to be done, myself and an office manager. My wife also pays the bills, that takes her 4 to 6 hours per week. If you do decide to partner do not go 50/50. Then everything ends up in court. Either take 51 or 49. Better yet try to go for a 60/40 split. grin Put each partner's duties on paper. Lay out in advance who's responsible for what. If you are technical and installation then YOU make those decisions. If he's paperwork and construction, then HE makes them, even if you don't like them ever time. I've been working in small businesses for a very long time. I get to know my customers. I see them come and go, a lot. One of the biggest things people point out, over and over, is the lack of pre set responsibilities. Sometimes people just naturally fit into their rolls and no one questions how things are done. Other times the rolls start to overlap and arguments happen. This is usually a harder thing to do with friends or family members. Having not done the partnership thing I can only give you advice that others have given me I've looked at trying to team up with some of my competitors and these are the things that seem to always get us stuck. If we can't get past them now, we will certainly have to deal with them later. Hope that helps, marlon - Original Message - From: Robert West robert.w...@just-micro.com To: 'WISPA General List' wireless@wispa.org Sent: Thursday, October 22, 2009 8:17 AM Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical
Re: [WISPA] Partnership Agreements
I will share a couple of pointers... Besides getting professional advise from an Accountant / Lawyer / and your Business Insurance Adviser. Partnership is an ownership arrangement, which IS NOT the same as Owner's Compensation Arrangement. We have passive partners who do not draw compensation from the Company. ($0 salary for being a partner, Active Partners earn a Salary for filling a certain position and doing their job). Partners do get to participate in the Overall strategy and direction of the company, Active partners are trusted to make the day to day stuff work. Partners, participate in the net earnings distribution of the company profits after all expenses and salaries are paid. The agreements that you have to agree upon before getting into a partnership are :- First: ... Separation Agreement, there is a lot that goes into this...in addition you can do things like (we have a 'gunshot'clause. If I want to buy out my partner, and decide to put a value to his shares, then he has the right of first refusal to by my shares out at the same value...) Second: Compensation Agreement, (Salary Allocation based on Job Responsibility etc. No Salary for just being a partner) Third: ...Ownership Agreement. (based upon what is being brought to the table.) Forth: . Buyout of a partners shares in case of death. (Our partners are in agreement that in case of one of us expiring, the others have no desire to be forced to work the businesses with the partners surviving family member, so we have life insurance oneach other for the sole purpose of using it to buy out the other partners shares in case of death). - If the above is done up front, which is a Lot of Work Upfront, then things do not need to get nasty at the back end. We have been thru full cycle, and did not have any hesitation in taking on another new partner. - Faisal Imtiaz Computer Office Solutions Inc. /SnappyDSL.net Ph: (305) 663-5518 x 232 -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Robert West Sent: Thursday, October 22, 2009 11:31 AM To: sc...@brevardwireless.com; 'WISPA General List' Subject: Re: [WISPA] Partnership Agreements Thought about that too. I want to at least have control in policy and pricing. -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Scott Carullo Sent: Thursday, October 22, 2009 11:24 AM To: WISPA General List Subject: Re: [WISPA] Partnership Agreements Don't do it... Or if you do do it make sure you have controlling interest in the company and can ultimately make any decision there is to be made. Consult lawyer do not do it on your own... That's my 2 cents :) Scott Carullo Brevard Wireless 321-205-1100 x102 Original Message From: Robert West robert.w...@just-micro.com Sent: Thursday, October 22, 2009 11:17 AM To: WISPA General List wireless@wispa.org Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical engineer, travels around the world as a contractor overseeing the repair and programming of robotics as well as the installation of the equipment. He says he's tired of being gone all the time and wants to stay in one area in a field that will be somewhat related and complicated enough that he won't get bored. Hm.. I've been to his home a few times, even put in a private wireless connection between him and his neighbor a mile away. Seems like
Re: [WISPA] Partnership Agreements
Hit me offlist I can recommend an excellent one that is very familiar with your business because he handles mine. Sharpest lawyer I ever worked with. Scott Carullo Brevard Wireless 321-205-1100 x102 Original Message From: Robert West robert.w...@just-micro.com Sent: Thursday, October 22, 2009 12:04 PM To: WISPA General List wireless@wispa.org Subject: Re: [WISPA] Partnership Agreements A good lawyer around here is tough. I have honestly used 5 different lawyers in the past 2 years. They always know but they are always wrong. I hate that... Need to find a good one but it's not like a TV where I can read reviews! Yes, they do have legal reviews but it all seems like self hype and advertising. Just as can be expected with lawyers... -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Josh Luthman Sent: Thursday, October 22, 2009 11:50 AM To: WISPA General List Subject: Re: [WISPA] Partnership Agreements Three methods in order of best to worst: Buyout *Pay the guy a good salary, buy his equipment, buy this and that but do not give controlling interest/stock Cooperation *This never works don't even try Partnership *You better get a whole hell of a lot before trying this as this ends many small companies. In the last several years I have seen it quite a few (frustration, incompatibility, whatever) 50/50 hardly ever works out - if one goes left and the other right, you're not moving. 51/49 or 60/40 is strongly suggested. Talk to a lawyer. Be sure the lawyer understands what you want. The lawyer is the only way to truly cover your ass. Unfortunately, if you don't already have one you do not know how good one will be until you give them a chance. Josh Luthman Office: 937-552-2340 Direct: 937-552-2343 1100 Wayne St Suite 1337 Troy, OH 45373 When you have eliminated the impossible, that which remains, however improbable, must be the truth. --- Sir Arthur Conan Doyle On Thu, Oct 22, 2009 at 11:40 AM, Marlon K. Schafer o...@odessaoffice.comwrote: Hiya Robert, First off, we've got nearly 7000 square miles of coverage (NOT all together in one area) and 600 wireless subs. Plus dialup and fiber (we're a fiber reseller so there's not much work involved most of the time). You may not really NEED a partner, rather a good secretary. We take care of all of our work with a slug of good consultants who only get paid when there is work to be done, myself and an office manager. My wife also pays the bills, that takes her 4 to 6 hours per week. If you do decide to partner do not go 50/50. Then everything ends up in court. Either take 51 or 49. Better yet try to go for a 60/40 split. grin Put each partner's duties on paper. Lay out in advance who's responsible for what. If you are technical and installation then YOU make those decisions. If he's paperwork and construction, then HE makes them, even if you don't like them ever time. I've been working in small businesses for a very long time. I get to know my customers. I see them come and go, a lot. One of the biggest things people point out, over and over, is the lack of pre set responsibilities. Sometimes people just naturally fit into their rolls and no one questions how things are done. Other times the rolls start to overlap and arguments happen. This is usually a harder thing to do with friends or family members. Having not done the partnership thing I can only give you advice that others have given me I've looked at trying to team up with some of my competitors and these are the things that seem to always get us stuck. If we can't get past them now, we will certainly have to deal with them later. Hope that helps, marlon - Original Message - From: Robert West robert.w...@just-micro.com To: 'WISPA General List' wireless@wispa.org Sent: Thursday, October 22, 2009 8:17 AM Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers
Re: [WISPA] Partnership Agreements
Find the most trustworthy, successful businesses in your area and get referrals for a lawyer. -RickG On Thu, Oct 22, 2009 at 12:03 PM, Robert West robert.w...@just-micro.com wrote: A good lawyer around here is tough. I have honestly used 5 different lawyers in the past 2 years. They always know but they are always wrong. I hate that... Need to find a good one but it's not like a TV where I can read reviews! Yes, they do have legal reviews but it all seems like self hype and advertising. Just as can be expected with lawyers... -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Josh Luthman Sent: Thursday, October 22, 2009 11:50 AM To: WISPA General List Subject: Re: [WISPA] Partnership Agreements Three methods in order of best to worst: Buyout *Pay the guy a good salary, buy his equipment, buy this and that but do not give controlling interest/stock Cooperation *This never works don't even try Partnership *You better get a whole hell of a lot before trying this as this ends many small companies. In the last several years I have seen it quite a few (frustration, incompatibility, whatever) 50/50 hardly ever works out - if one goes left and the other right, you're not moving. 51/49 or 60/40 is strongly suggested. Talk to a lawyer. Be sure the lawyer understands what you want. The lawyer is the only way to truly cover your ass. Unfortunately, if you don't already have one you do not know how good one will be until you give them a chance. Josh Luthman Office: 937-552-2340 Direct: 937-552-2343 1100 Wayne St Suite 1337 Troy, OH 45373 When you have eliminated the impossible, that which remains, however improbable, must be the truth. --- Sir Arthur Conan Doyle On Thu, Oct 22, 2009 at 11:40 AM, Marlon K. Schafer o...@odessaoffice.comwrote: Hiya Robert, First off, we've got nearly 7000 square miles of coverage (NOT all together in one area) and 600 wireless subs. Plus dialup and fiber (we're a fiber reseller so there's not much work involved most of the time). You may not really NEED a partner, rather a good secretary. We take care of all of our work with a slug of good consultants who only get paid when there is work to be done, myself and an office manager. My wife also pays the bills, that takes her 4 to 6 hours per week. If you do decide to partner do not go 50/50. Then everything ends up in court. Either take 51 or 49. Better yet try to go for a 60/40 split. grin Put each partner's duties on paper. Lay out in advance who's responsible for what. If you are technical and installation then YOU make those decisions. If he's paperwork and construction, then HE makes them, even if you don't like them ever time. I've been working in small businesses for a very long time. I get to know my customers. I see them come and go, a lot. One of the biggest things people point out, over and over, is the lack of pre set responsibilities. Sometimes people just naturally fit into their rolls and no one questions how things are done. Other times the rolls start to overlap and arguments happen. This is usually a harder thing to do with friends or family members. Having not done the partnership thing I can only give you advice that others have given me I've looked at trying to team up with some of my competitors and these are the things that seem to always get us stuck. If we can't get past them now, we will certainly have to deal with them later. Hope that helps, marlon - Original Message - From: Robert West robert.w...@just-micro.com To: 'WISPA General List' wireless@wispa.org Sent: Thursday, October 22, 2009 8:17 AM Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely
Re: [WISPA] Partnership Agreements
The first thing is to establish WHY a partnership agreement is neccessary, apposed to other options. I have generally find that the new prospective partner under values what the primary owner had already given to build its business, and often new prospective partners under-estimate what they'll get in return for being a partner. New Prospective Partners, after first year, often want out, and makes life really difficult for the primary owner. Bottom line, anyone that wants to be a partner, should earn their right to become a partner, and commit to get their feet wet in the business for a while, before having their partnerships finalized and granted. If you have a partner, and finaicial problems develop you will ahv major issue. If you ever go to Sell your company, your hands may be heavilly tied. What type of company are you? I'd recommend an S-corp or LLC over doing a legal basic partnership. It will give you more control on what rights the partner has. IS this prospective partner bringing in cash? You may want to consider doing a note instead of a legal partnership. In the terms of a NOTE, you can specifiy many things on mechanisms to pay back that note, or secure it. For example, in the note, you could promise 5% of the company stock, to be defined or allocated at some pre-defined time, event, or condition. Its not necessary to actullay define a fixed number of shares. But doing something like that avoids the hassle of recreateing a legal business structure that might limit your control. Doing it through a NOTE, just makes sure the propspective individual is compensated, without having to predict the futures. Its just like being a partner. Partnerships can work, but you give something up, that is the most valuable. It can be hard for two people to resolve a difference of opinion. To Partner, there should be a very clear justification of what the partner is bringing in of necessary value. If you need help, then its appropriate to look for it. Thats the whole underlying principle of Corporations. A team will be more effective than an individual. The challenging part is to find the best method to pull togeather the team. The legal partnership method can be risky. Your Email inferred he may be a very good candidate for a partner. I dont doubt that for a second. Step 1 is to sit down with him, and really define what you ahve put in todate, what he's willing to put in, and asses values to those things. IF you can agree to the value of those things, then its easy to establish a formula of fair compensation for each. But aftter defining those details, then you re-visit the best corporate structure to facilitate the desired partnership. SCorps only allow personal investors partners (not companies), but can be a good way to partner if teh partner has a second income generating business. They often can use losses on their personal returns to offset taxes, which can incourage the lending money to the company, and still allow some financial benefit when money is not rolling in profit. It should also be noted that private investors are usually looking at 3% interest profit if they put their money in the open market right now. Dont undersell the value of your company, as ir would likely be a better money maker to yield a return for this partner. Tom DeReggi RapidDSL Wireless, Inc IntAirNet- Fixed Wireless Broadband - Original Message - From: Robert West robert.w...@just-micro.com To: 'WISPA General List' wireless@wispa.org Sent: Thursday, October 22, 2009 11:17 AM Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig
Re: [WISPA] Partnership Agreements
If you are a Ccorp, easy to convert to Scorp, if it determines appropriate. But yes, definately pre-define the exit strategy, considering wether it would be you or him exiting, and both. The horror stories in Partnership occur most at exit time. Tom DeReggi RapidDSL Wireless, Inc IntAirNet- Fixed Wireless Broadband - Original Message - From: Robert West robert.w...@just-micro.com To: 'WISPA General List' wireless@wispa.org Sent: Thursday, October 22, 2009 11:30 AM Subject: Re: [WISPA] Partnership Agreements We're a full C corporation. I never thought about Exit strategy but I have thought about the death of one of the partners, hopefully from natural causes and how their share should be handled. -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Israel Lopez-LISTS Sent: Thursday, October 22, 2009 11:24 AM To: WISPA General List Subject: Re: [WISPA] Partnership Agreements My rules are: Make it performance based Make sure what he is bringing to the table is equitable to the proposed share of the company Try to talk out exit strategy, where you are taking it, how you want to go and see if that matches up to what your new partner wants to do. This all depends on the business structure you have setup (which you havent mentioned) but I assume it is an LLC or Corporation for your state, make sure it is in writing. Watch this video if you want: http://vimeo.com/6950199 Good luck. -Israel Robert West wrote: I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical engineer, travels around the world as a contractor overseeing the repair and programming of robotics as well as the installation of the equipment. He says he's tired of being gone all the time and wants to stay in one area in a field that will be somewhat related and complicated enough that he won't get bored. Hm.. I've been to his home a few times, even put in a private wireless connection between him and his neighbor a mile away. Seems like a decent guy. Now he wants to sit down and work things out on paper. Any advice on things to cover my ass on? Things some of you wished you had down on paper when you started out? I'm not a partner kinda guy, my business plan is always in my head, I make much of it up as I go along and I jump in and just do things myself so this is new territory.(However, my total lack of organization is due to the previously stated operation of the business plan) I know some will yell to not take on a partner and I'd be one of them, believe me. That's why I've fought them off so long. But with a larger network coming online and eyes for even more expansion, it's looking good to me. (We currently only have a little less than 200 subs but anticipate twice if not 3 times that to come online in 2010) I just don't want to be out in the cold or screwed over due to my ability to trust. I'll never give up more than 50%, won't happen, but there are many ways people can screw others. It all sounds like picking the right person for marriage. (I have a bad track record in that too!!! ) Do ya think maybe him and I should just kinda date for awhile before we make the commitment? What would be considered first base in this kind of thing? Configuring a CPE after a few dates then moving on to a customer installation then if it all goes well, take the plunge and climb a tower together? Weird. Thanks. Robert West Just Micro Digital Services Inc. 740-335-7020
Re: [WISPA] Partnership Agreements
For those that don't know him, Larry is an ex wisp all around good guy. He's now a lawyer but I try hard not to hold that against him. Did I say that I've known him for years and he's a great guy? Litterally one of the founders of the WISP business. marlon - Original Message - From: Larry Yunker leyun...@wispadvantage.com To: 'WISPA General List' wireless@wispa.org Sent: Thursday, October 22, 2009 8:59 AM Subject: Re: [WISPA] Partnership Agreements Robert, A good partnership agreement / shareholder agreement is a necessity if you are going to take on a partner and make your business venture a success. There are a lot of considerations: How to split profits How to split losses How to elect a board of directors How to make management decisions (usually voting control of the board) How to handle stalemates If the company is in need of money what sort of future contributions will be required and how will those future contributions effect equity Is each partner/shareholder responsible for existing debts/liabilities of the company? Is each partner/shareholder entitled to any sort of salary? (what if the partner gets sick, cannot work, or will not work?) Under what circumstances may a partner/shareholder draw money out of the company? Is a partner entitled to work for the company or can a partner be fired as an employee - if so, does that partner retain his equity in the company? What happens when you want to add new partners? What happens when a partner wants to cash-out? Can a partner sell his interest to just anyone or must 100% of the partners agree to the sale or must the sale be ONLY to existing partners? What happens when a partner dies, gets a divorce, or files bankruptcy? How does the company get valued if a buyout is required? Do you mediate or arbitrate disputes or do you immediately go to court to resolve legal issues? What about competition - can a partner compete? Can an ex-partner compete? Define competition - can a (ex)partner hire away your employees? Can a (ex) partner solicit your customers? For how long after a breakup must an (ex)partner remain out of the field? Is a (ex)partner limited only from providing wireless access services or is he limited from web hosting, web design, computer repair, etc. The list goes on and on. I've handled several partnership/shareholder agreements and with the use of a good template and a good understanding of the WISP business, it's possible to put together a plan to protect yourself and your potential business partners from future disagreements. Trust only goes so far eventually something unforeseen will happen and when it does you want to make sure that you have a document to cover your basis. Regards, Larry Yunker II, Esq. Barkan Robon, Ltd. (419) 897-6500 -Original Message- From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On Behalf Of Robert West Sent: Thursday, October 22, 2009 11:17 AM To: 'WISPA General List' Subject: [WISPA] Partnership Agreements I've had as few people approach me in the recent past wanting to partner up with me and to be honest, I can really use someone to carry half the load. I'm leery, however of getting screwed. (My father was in business for years with one partner and after they took on another they all got screwed to the point they were out of business) A requirement of a partner, for me, would be someone buying in with enough cash to grow the company to carry the extra weight of the new guy. The ones in the past turned out to be flakes with only dollar signs in their eyes. Not a good fit for me, I'm not about cash in my pocket, that comes with doing a good job and someone talking about money all the time scares the hell out of me. I now have a guy who looks good. Has the assets and interest. Has 3 small towers in parts in his barn, he has a barn converted to an office, construction equipment, trailers, etc. He understands there won't be any money flowing in his pocket for probably a year due to the expansion we're doing. He says that's fine. He also has the billing and general paperwork experience and background. (I absolutely hate dealing with the money and paperwork) Looks good so far. The construction equipment would be a help, no more begging things from farmers and making deals to get a hole dug. His current gig is as an electrical engineer, travels around the world as a contractor overseeing the repair and programming of robotics as well as the installation of the equipment. He says he's tired of being gone all the time and wants to stay in one area in a field that will be somewhat related and complicated enough that he won't get bored. Hm.. I've been to his home a few times, even put in a private wireless connection between him and his neighbor a mile away. Seems like a decent guy. Now he wants to sit down and work
