cap table
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Every startup founder faces the same issue — how do you manage your cap table and equity plans in a transparent and lightweight manner? If you’re based in the U.S., chances are you’re using an equity management solution like Carta. But if you’re not based in the U.S., you don’t have a ton of options.
Ledgy wants to become the ownership management tool for the rest of the world. Based in Switzerland, several well-known European startups are already using Ledgy, such as Wefox, Kry, Bitpanda, Gorillas and Trade Republic.
The company recently closed a $10 million Series A funding round led by Sequoia Capital. Other investors in the round include Xavier Niel, Harry Stebbings, Visionaries Club, UiPath’s Daniel Dines and Front’s Mathilde Collin. Some of Ledgy’s existing investors also invested once again, such as Myke Näf, Paul Sevinç, btov Partners, Creathor Ventures and VI Partners.
A few years ago, when Ledgy co-founder and CEO Yoko Spirig talked with an entrepreneur, the founder showed her how he managed ownership. He opened an Excel spreadsheet and scrolled, scrolled, scrolled… “Each line represented a share. You can imagine how error-prone it is,” she told me.
While the implementation was odd, most companies in Europe are still using Excel spreadsheets to manage ownership. And Ledgy wants to convince those companies that switching to a software solution that has been specifically designed to solve this issue could be beneficial.
“The key has really been to focus on the software infrastructure. What we do is that we have implemented automation workflows that are adaptable depending on countries,” Spirig said. “We’re not focusing on one regulation and we’re really offering the infrastructure layer,” she added.
That’s why Ledgy already supports 32 countries. It has tweaked its product even more specifically for Germany, Austria and Switzerland. There will be more country-specific releases in the near future for startups based in the U.K. and France. 1,500 companies are using Ledgy right now.
When you switch to Ledgy, there are three main advantages. First, like other software-as-a-service products, Ledgy acts as a single source of truth for all stakeholders — the HR team, the finance team, investors, lawyers and employees.
The second selling point is that you can automate some of the most tedious tasks. For instance, Ledgy can automatically generate documents based on templates and different variables. Signed documents are stored on Ledgy. You can export data every quarter or every year for compliance reasons.
Third, it fosters transparency across the company. Employees can check the value of their options. They can see how much their options could be worth if the leadership team is in the process of raising a new round of funding.
With today’s funding round, Ledgy plans to expand into new markets. The company also plans to roll out support for public companies so that some of its existing customers can go public and keep using Ledgy.
Image Credits: Ledgy
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Running a startup can be a complicated, difficult process fraught with pitfalls and ample opportunities to make mistakes. But the logistics of setting up a startup should be simple, because over the long run, complicated equity setups and cap tables cost more money in legal fees and administration time.
The logistics of setting up a startup should be simple, because over the long run, complicated equity setups and cap tables cost more money in legal fees and administration time.
My company, Pulley, has helped more than a thousand founders build their cap table and equity structure.
Here’s a tactical guide to get your startup running in just four days.
It is now standard to incorporate your company at the seed stage itself. In the U.S., startups incorporate as Delaware C Corporations with 10 million authorized shares. This is the standard setup when you use services like Stripe Atlas or Clerky.
Post incorporation, you need to answer a few questions on how to grant equity to founders and future employees.
First, you should determine how you want to split the equity between the founders. There is no standard for doing so — some founders split shares equally, while others do 49/51 splits for control. Some founders even may have an 80/20 equity split because one founder spent an extra year on the idea.
At the end of the day, a good equity split is one that all founders find fair. If you can’t agree on a structure, you should have a deeper discussion on whether this is the right team to work with for the next decade or more.
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In the context of a term sheet, pro rata rights (or pro rata) govern whether investors may continue to invest in subsequent rounds of funding in proportion with their ownership. Investors with pro rata rights can invest in the company’s next round an amount that will allow them to maintain their ownership percentage.
This is an excerpt from the Holloway Guide to Raising Venture Capital, a comprehensive resource for founders of early-stage startups, covering technical details, practical knowledge, real-world scenarios, and pitfalls to avoid. Read our accompanying article about the company over on TechCrunch.
Pro rata is Latin for “in proportion.” Most people are familiar with the concept of prorating from dealing with landlords: if you’re entering into a lease halfway through the month, your rent may be prorated, where you pay an amount of the rent that is in proportion to your time actually occupying the property.
Almost all investors try to negotiate for pro rata rights, because if a company is doing well they want to own as much of it as possible. After all, why not double down on a winner than use that same money to invest in a newer, unproven company? In the 2018–2019 fundraising climate, though, it’s safe to say we’re at “peak pro rata.” Everybody wants pro rata, even those who don’t entirely understand how it works or affects companies.
Some founders include a major investor clause in the term sheet, which reserves certain rights and privileges to those they deem “major investors,” based on amount invested or number of shares purchased. Whether to grant pro rata rights to all investors or only those above a major investor threshold is a tricky decision for two reasons.
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Round sizes are up. Valuations are up. There are more investors than ever hunting unicorns around the globe. But for all the talk about the abundance of venture funding, there is a lot less being said about what it all means for entrepreneurs raising their early funding rounds.
Take for instance Seed-stage dilution. Since 2014, enterprise-focused tech companies have given up significantly more ownership during Seed rounds. What gives?
Scale is an investor in early-in-revenue enterprise technology companies, so we wanted to better understand how this trend in Seed-stage dilution impacts companies raising Series A and Series B rounds.
Using our Scale Studio dataset of performance metrics on nearly 800 cloud and SaaS companies as well as Pitchbook fundraising records covering B2B software startups, we started connecting the dots between trends in valuations, round sizes, and winner-take-all markets.
Bottom line for founders: Don’t let all the capital in venture mislead you. There’s an important connection between higher Seed-stage dilution and increased investor expectations during Series A and Series B rounds.
These days, successful startups are growing up faster than ever.
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Let’s go beyond the high-level fundraising advice that fills VC blogs. If you have a compelling business and have educated yourself on crafting a pitch deck and getting warm intros to VCs, there are still specific questions about the strategy to follow for your fundraise.
How can you make your round “hot” and trigger a fear of missing out (FOMO) among investors? How can you fundraise faster to reduce the distraction it has on running your business?
“You’re trying to make a market for your equity. In order to make a market you need multiple people lining up at the same time.”
Unsurprisingly, I’ve noticed that experienced founders tend to be more systematic in the tactics they employ to raise capital. So I asked several who have raised tens (or hundreds) of millions in VC funding to share specific strategies for raising money on their terms. Here’s their advice.
(The three high-profile CEOs who agreed to share their specific playbooks requested anonymity so VCs don’t know which is theirs. I’ve nicknamed them Founder A, Founder B, and Founder C.)
Have additional fundraising tactics to share? Email me at eric.peckham@techcrunch.com.
“You’re trying to make a market for your equity. In order to make a market, you need multiple people lining up at the same time.”
That advice from Atrium CEO Justin Kan (a co-founder of companies like Twitch and former partner at Y Combinator) was reiterated by all the entrepreneurs I interviewed. Fundraising should be a sprint, not a marathon, otherwise the loss of momentum will make it more difficult.
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Even bigger than the salary gap that sees women earn $.82 on the dollar is the equity gap. A new study from Carta and the ex-Twitter female investor group #Angels reveals that women make up 35 percent of startup equity-holding employees, yet own just 20 percent of the equity. That means they own just $0.47 for every $1 that men own. Even worse, women account for 13 percent of startup founders but just 6 percent of founder equity — or merely $0.39 on the dollar.
Combined, that means only 9 percent of founder and employee startup equity is owned by women.

“This is not just about wealth” says #Angels’ Chloe Sladden. “Wealth from successful exits goes on to shape the entire industry. It’s about who has power and who gets to decide what gets funded.” #Angels’ Jessica Verrilli notes that “Having this data is going to be a watershed moment and catalyze more urgency to address this underrepresentation.”
The study by cap table management tool Carta (formerly eShares) looked at a subset of its privately held company customers including roughly 180,000 employees, 15,000 founders, and 6,000 companies encompassing $45 billion in equity value.
Amongst the hypothesized causes of the gap are that female-led startups get valued lower and diluted more, there’s less total capital allocated to women due to investor and industry bias, the underrepresentation of women as investors, challenges facing women during negotiations, and that they often team-up with more co-founders that have to split the equity pool.
#Angels’ Jana Messerschmidt explains that the gap table spotlights how women aren’t being hired for early engineering and leadership positions. These roles often get the lion’s share of equity, and when women are hired for sales, marketing, and HR jobs, “those folks are getting less equity because they are joining later and we have a hypothesis of how those roles are valued differently.” Sladden reminds founders to focus on diversity from day one. “Don’t push this off as something you’ll fix down the road as you’re facing all the other challenges.”
Once a successful startup gets acquired or IPOs and paper money turns into cash, tech workers often reinvest their winnings into more startups as angels, fund LPs, or by starting their own venture firm. If only men are getting enough equity to make those downstream investments, their biases could further unbalance the gender breakdown of the tech industry. The #Angels say they’ve found this translates into fewer fundraising term sheets and bargaining power for female founders when they come to the Sand Hill Road boy’s club for venture capital.

Beyond more diverse hiring, the #Angels believe it’s critical that the industry demystify equity so more women know how to exercise stock options and score tax advantages for maximum gain. “You shouldn’t need to have an MBA to know the importance of equity and how to negotiate for it” says Sladden. Better financing avenues for those women who need up-front capital to exercise their stock options could also ensure it’s not just those who already have money who can make money through equity.
Sladden concludes, “We hope this is going to start a movement. We hope that CEOs will start to measure it and talk about it.”
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