Future Ownership Memo

CompanyThe organisation going through the transition.

• Commission and brief the legal implementation on a fixed scope, reducing rework and fees Source F2Source F4

  Memo section that supports it: Future structure

• Communicate the transition to employees, customers and partners with a single version of the facts Source F2Source F5

  Memo section that supports it: Fundamentals; general overview

• Judge any future proposal (funding round, acquisition, change to the articles of association) against the design criteria Source F1

  Memo section that supports it: Design criteria

• Keep the institutional memory of why the structure is as it is, for stewards who have yet to arrive

  Memo section that supports it: Perspective and needs

• Decide on a documented basis whether to proceed, postpone or not make the transition Source F5

  Memo section that supports it: Part B (analysis)

• Open a conversation with aligned funders, showing that the governance has been thought through

  Memo section that supports it: Investors’ economic rights

FounderWhoever created the company and is preparing the handover.

• Turn personal intention into a written commitment, before any irreversible act

  Memo section that supports it: Perspective and needs

• Negotiate and justify their own compensation without an exit, with explicit reasoning Source F1

  Memo section that supports it: Founder compensation

• Define who succeeds them and by what criteria, rather than leaving it to inheritance or sale Source F1

  Memo section that supports it: Stewards: qualification, succession

• Talk to the family about what will not be inherited, with a text in hand

  Memo section that supports it: Criteria: sale, inheritance, succession

• Separate what they want to lock in for good from what they are willing to leave to culture Source F1

  Memo section that supports it: Binding / aspiration

• Test their own conviction: what they cannot write down, they have not yet decided

  Memo section that supports it: The whole document

LawyerWhoever turns intention into clauses.

• Receive the client’s brief already structured, instead of extracting it in meetings Source F2Source F4

  Memo section that supports it: Future structure

• Know exactly which rules go into the articles of association and which stay in internal documents Source F1

  Memo section that supports it: Binding / aspiration

• Choose the legal vehicle from the requirements, and not the other way round Source F4Source F11

  Memo section that supports it: Design criteria

• Spot early the points with no precedent or with company-law, tax and succession risk

  Memo section that supports it: Part B: legal pathways

• Draft clauses for the edge cases that tend to be forgotten: exclusion, red lines, simultaneous death of the stewards Source F1

  Memo section that supports it: Steward and Guardians Entity

• Check, at the end, whether the draft delivers what the client asked for

  Memo section that supports it: The whole document

EntrepreneurWhoever runs a business or is starting one, including the successor.

• Design ownership from the outset, or consciously decide to leave it for later Source F9

  Memo section that supports it: Perspective and needs

• Structure funding rounds today without closing the door to a future transition Source F9Source F12

  Memo section that supports it: Investors’ economic rights

• Understand what they receive on becoming a steward: full responsibility, without owning the assets Source F1

  Memo section that supports it: Stewards’ responsibilities

• Use another company’s memo as a list of questions for their own process

  Memo section that supports it: Template structure

• Align co-founders on power and money before conflict appears

  Memo section that supports it: Design criteria

InvestorWhoever finances without taking control.

• Carry out governance due diligence: who controls, what cannot be sold, who holds a veto

  Memo section that supports it: General overview; Guardians Entity

• Know in advance the return, the cap and the path to liquidity, since there will be no exit Source F11Source F12

  Memo section that supports it: Investors’ economic rights

• Assess the risk of mission drift and of value extraction by the shareholders

  Memo section that supports it: Use of profits; salary rule

• Price and structure the right instrument: non-voting participation, mezzanine or debt Source F12

  Memo section that supports it: Investors’ economic rights

• Negotiate information and consultation rights compatible with the structure Source F14

  Memo section that supports it: Votes for outsiders

• Decide not to invest, if the thesis depends on control or on a sale

  Memo section that supports it: The whole document

LeaderAn executive or manager, whether or not a shareholder.

• Know who they answer to and what the stewards can and cannot decide Source F1

  Memo section that supports it: Stewards’ responsibilities

• Understand the criteria for becoming a steward and plan their own path Source F1Source F6

  Memo section that supports it: Stewards’ qualification

• Explain the change to the team with confidence, including what does not change Source F2

  Memo section that supports it: Fundamentals; myths

• Align pay and profit-sharing with what the memo defines

  Memo section that supports it: Use of profits

• Take long-term strategic decisions knowing that the company will not be sold

  Memo section that supports it: Criteria: sale, inheritance, succession