My co-founders and I plan to issue profit shares and voting shares separately. For example, I might receive 35% of the profit shares, and 15% of the voting shares.
What disadvantages are there to this approach?
-- Added on 2011-05-13:
We're considering this approach because we want one of us to control at least 51% of the voting shares at all times. We want that so that we co-founders always have control of the company.
The obvious disadvantage to this is that if you deserve 35% of the profit, there is no good reason why you shouldn't have 35% of the say. You have built in a system where someone gets to privilege their interests over yours.
Second of all, these shares are themselves going to be more difficult to market - you can't simply sell them as is as a tagalong to another deal.
Maybe you have a good reason to do this, but unless you can articulate to yourself a good reason to do this, don't.
Edit: That's a silly reason. Until you have outside investors, as founders, you will collectively control the company. Doing this will just make one of you dictator over the others. Such a structure is also going to be profoundly unattractive to equity investors. Anyone who wants to invest (other than your mother) is going to insist that you abandon such an arrangement.
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