Title: What to Look For in a Partner
Author: Timothy Joyce
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So you’ve got a great idea, or at least a hankering to be a risk taker, and you’re ready to take the leap and start your own company. As an individual with a life sciences PhD or MD, you know you’ve got what it takes to make a go of it and that your knowledge and skills will back you up. What’s the next big step?
In any entrepreneurial endeavor, you’ll need to find one or more qualified partners. This includes partners both inside and outside of the company. There’s no way a good business can be built without the solid partnership of others. Even though the idea or project may have had its genesis within your own mind, a successful startup is all about leveraging people and working as a team.
Your governing team should consist of people who complement your skills. The ideal teammate or partner should provide you with skills you can’t get anywhere else-a set of skills that are outside your own area of expertise. This person should have solid business ethics and should abide by the rules you’ve collectively agreed on. A partner needs to be someone you have personal rapport with. In addition, it makes sense to set a code of ethics which everyone can adopt. People that do not like or can’t follow the code quickly go elsewhere. The code can be used to keep people in line or to help with group behavior.
For instance, in my company, we have an ethical rule that people should deal directly with each other and respond to emails within 24 hours. This keeps the team focused and dealing with work as opposed to interpersonal issues. Everyone on the team follows the rules, including the CEO. If someone departs from the code, any team member can point this out for a correction.
In Silicon Valley, there are many people that like to get involved with start-ups and have a distorted notion regarding how much money they deserve and/or should make. Most employees always feel like they are being underpaid. Also, most inexperienced people will want to work for cash right up front. The most critical part of the business is the sweat equity that goes into the business. Literally, it is the CEO and team’s objective to always insure that more value is being added than taken out. This is hard to manage and requires patience, persistence and time.
The short term people come in with pay expectations and demands. They quickly go elsewhere when they realize that the work comes first and the pay comes later. In addition, most have dreams of starting the next Google, Amazon or Yahoo. The fact is that most businesses fail. Sometimes it means not getting paid. Many of the experienced people balance this out by requesting a split in cash and equity. It doesn’t take a lot of money out of the company, yet provides an upside with stock or equity should the endeavor take off.
You should always strive to find the highest quality people to work with. Find a solid lawyer for your team and consider finding someone through the Linked-In Network or through business functions or seminars-anywhere you find motivated and talented people in high concentrations. Choosing less experienced colleagues or those who come cheaply in the beginning often causes more difficulty in achieving your goals in the end.
Another possibility is partnering with an established business. Do your home work and be proactive. Most people are honest and can collaborate with you. However, to avoid problems, it pays to file all IP and inventions at the patent office before you have any discussions. This avoids later problems with contamination and confidential materials that will be exchanged. It puts a clear stake in the ground regarding what technology is yours before any discussions begin. Should things become worse or if there is a falling out in the future, it will make for an easy response to the opposing partner’s lawyer (usually as an inquiry letter) that you did not borrow or inadvertently usurp their technology since you already filed the technology in question in the USPTO before any discussion ever took place. The patent application identifies the scope of knowledge and rights before any discussion started. If followed, this should avoid any possible law suits in an effective and expeditious manner.
A partnership doesn’t always mean that all profits are split evenly. Again, regardless of whether you’re starting small or going big, the duties, financial responsibilities, and the sharing of profits or losses needs to be discussed in advance. Generally speaking, there are no profits initially or for a long time. This means you’ll need to establish working relationships that will help you along. Small companies have the advantage in that they can move quickly and take risks. Larger companies have the capital but lack risk-taking skills and mentality. The two can work well together. The hardest part is getting things far enough along so that either or both venture capitalists and/or a partner would be interested. In many cases, this includes managing risk and eliminating the technical risk in a project.
It would be ideal if you’re familiar with your partner or partners. Nevertheless, you may find that a potential partner is someone you don’t personally know very well. If this happens, you’ll need to rely on referrals from those you trust and on your own assessment of a potential partner’s ability to execute previous projects. Find out whatever you can with regard to the honesty and integrity of your potential partner. Take things slowly if necessary. Your trust and familiarity with the person will either increase or decrease over time and you’ll adjust your progress accordingly. This is generally a black and white issue. If there is any hint of problems or lack of integrity, get out early.
If you’ve set up a true partnership, you’re legally required to split all profits or losses. This is also true if your partnership should dissolve for some reason. If you’ve done your homework in advance and have set up other arrangements for dissolution, you’ll be able to follow through with whatever contingency plan you’ve put into place. I should note that, in many cases, partnerships or funding by VC’s is largely driven by their concerns. In other words, cash is king. Capital, however, needs workers to take risks and get jobs done. The two are necessary and, in the best case scenario, work together. In a sense, capital dictates the terms. The company works to meet those objectives both on a creative basis and to manage costs.
Many of the details of your partnership with others depend upon how you’ll define the term, "partner". You need to define early the rules regarding each person’s roles, rights and responsibilities. Also, it makes sense to review over time to see if you still have a mutual relationship that you want to continue. Many times things change and so does the relationship. These relationships always take work and it takes work to make them effective. Your need to remain within a partnership should be continually monitored and cultured.
Timothy Joyce, JD, PhD, MBA, is currently employed as corporate counsel for Agilent Technologies and was formerly a senior attorney at Baker and McKenzie, a law firm specializing in global commerce. He carries a PhD in chemistry, an advanced law degree, his Masters in Business Administration and a Certificate in Accounting. He currently resides in California.


Copyright, 2006, Timothy Joyce
Published with permission