Читать книгу Startup CXO - Matt Blumberg - Страница 25

Keeping corporate records, files, and compliance documents is an important area that many early‐stage companies ignore and these tasks fall largely to the CFO. Think of it as how you store your ingredients in your kitchen. If you are going to make a complicated meal with lots of mise en place, if you are not organized you are going to have a rough time making the meal happen. Sure, you will eventually find everything and put the meal together but it is going to take longer than you think, you will likely miss a step and generally have more stress. Conversely, if you have a well‐organized kitchen with clear labeling and thoughtful storage, setup is a snap and the meal will taste better with less stress! You will find yourself in a similar position when having to produce diligence documents during a transaction. It can be a breeze, where you are just uploading already prepared folders into a data room, or you can spend way too much time searching email folders, shared drives, CRM uploads, and worst of all asking your outside counsel for help (at $500 an hour) to find old documents. As I mentioned earlier about maintaining Board meeting minutes, it's important to start early and focus on maintaining your processes as you sign more clients, employees, and vendors.

Even if it's not required, it can be a useful exercise to do an internal audit of your current state of documentation. How do you know where to start? The easiest way is to ask your outside counsel what a typical due diligence request looks like and then assess your readiness against that list. Below is a very non‐comprehensive list, which is a decent overview of the important items that will set you up nicely:

 Corporate documentsIncorporation documentsBylawsShareholder agreementsStock option plans and grants signed by employee/companyStock ledger with appropriate signed documentsBoard minutes since inceptionBoard books from the last 12 monthsComplete transaction closing sets (financing rounds and M&As)

 Employee documentsOrganizational chartSigned offer letters and appropriate termination agreementsSigned commission agreementsForm 5500 for 401(k) plansEmployment agreementsBenefit plan contracts

 Intellectual propertyPatents and trademark documentationDomain namesAny licensing agreements

 Financial documents and analysisBank account informationFive years of financial statementsAccounts receivable ledgerAccounts payable ledgerFixed asset listKey metrics historySales pipeline history with relevant segmented win rates and sales cycleRelevant revenue/sales information. For example, if you are a recurring revenue business, you will need to be able to produce month‐to‐month analysis showing starting recurring revenue, revenue added, revenue lost, ending recurring revenue.Historical client count, revenue, and retention rates

 Outside agreementsAll client agreements with understanding of any non‐standard clauses like Most Favored Nation status or marketing restrictionsAll material vendor agreementsAll real estate leasesAll non‐disclosure agreementsAll compliance filings in US and other countries

Once you assess your status based on the list above, you can begin to use that information to help create several plans. For example, you can create a plan to amend any real missing items in your history. It may be that you don't need to have a copy of that lease that expired five years ago, but if you are missing large segments of current client agreements or Board minutes, you will need to have a plan to address it.

You can also create a plan on how to build a process going forward so you will not create any new problems, especially around storing corporate, employee, client, and compliance agreements. When you are going to be in a transaction, you will receive from the other party's lawyer a long list of disclosure requests. You can imagine that you are going to have to organize a bunch of folders in a data room for all appropriate parties to review. How quickly will you be able to do that? What are going to be the big problem areas? Having this thought of well before a transaction and partnering with other team leaders will help you avoid a lot of future stress.