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" <[email protected]> To: "'WISPA General List'" <[email protected]> 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: [email protected] [mailto:[email protected]] 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. Hmmmmm.. > > > > 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: [email protected] > > Subscribe/Unsubscribe: > http://lists.wispa.org/mailman/listinfo/wireless > > Archives: http://lists.wispa.org/pipermail/wireless/ > > > > -------------------------------------------------------------------------------- > WISPA Wants You! 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