Governance and start-ups
Growing means rethinking the balance that got you started.
A start-up’s governance evolves through its stages of development: concept, creation, seed, industrialisation and expansion. Growth, the building of teams and the arrival of investors lead founders to adapt how decisions are made and how power is shared within the company.
Changes in the capital redraw the balance of power.
The governance that carried the early days can hold growth back if it does not evolve.
Early agility rests on the founders’ trust and involvement. As the company grows, the challenge is to keep that speed while making it possible to delegate, debate and decide without depending on the founders being there all the time. We help founders clarify their shared project, divide responsibilities and organise how decisions are settled, particularly when they disagree. At each stage, we adapt the rules and the governance bodies to the decisions to be made and to the balance between founders, investors and executives, with the degree of formality required.
The project
At the outset, the founders share an intention: what they want to build, with whom and at what pace.
The capital
Successive rounds redistribute ownership, rights and influence over decisions. Dilution and the arrival of new shareholders lead founders to rethink their place, while keeping their vision and the development of the governance consistent.
The decision-making system
Growth makes it necessary to spell out who decides, on which subjects and answerable to whom, before a deadlock occurs. The governance bodies give these responsibilities their structure as the company develops.
Adding structure does not mean slowing down. It means setting clear rules so that no funding round, disagreement or delegation reopens the question of who decides.
You do not have to wait for a crisis to notice that the rules have changed.
The shareholders’ agreement anticipates the milestones in the company’s life: the shared vision, the capital before each funding round, share transfers, the committees created when investors arrive, a shareholder’s departure, non-competition and intellectual property.
Four ways to make governance a lever for growth.
Turning the founders’ vision into clear responsibilities
We clarify roles, areas of autonomy and shared decisions, taking account of what each person actually contributes. The challenge is to align ownership, operational involvement and decision-making power.
Preparing the governance before the capital opens up
We help founders assess how the rights investors ask for will affect future decisions and the future balance of power. This work informs the negotiation of the shareholders’ agreement, alongside the lawyers who draft it.
Protecting shareholders while preserving the ability to act
We look for a balance between each party’s protections and collective effectiveness: access to information, representation, reserved matters and exit terms. The aim is to prevent deadlock without weakening essential rights.
Adapting governance bodies to each stage of growth
We define the role, composition and workings of the governance bodies according to what the company needs: an outside view, strategic debate, oversight. They evolve with delegation and growth, while preserving agility.
Connecting the shareholders’ project with corporate governance
Shareholders
Clarifying expectations, rights and the terms on which the capital can change, to build a shared commitment between founders and investors.
See shareholder governanceCompany
Organising responsibilities, delegations and the role of the board so that decisions stay coherent as the company grows.
See corporate governance
When relatives or a family both own and run the company, see family governance as well.
How we work
Supporting the stages that shift the balance
We work with founders, individually and together, then with the investors, directors and executives concerned. Each engagement meets a specific need while taking into account its effects on the governance as a whole.
- Between founders: clarifying contributions, expectations and responsibilities to prevent conflicts of legitimacy.
- When the capital opens up: examining the scenarios and their effects on decision-making power, alongside the legal advisers.
- Over time: shedding light on the decisions that shift the balance, from a funding round to the hiring of an executive.
- Through a targeted diagnosis: identifying strengths, blockages and priority changes.
- Through an overall review of the structure: preparing governance suited to the company’s trajectory and its major transitions.
The team
Talking capital, governance and execution in the same conversation.
Our partners work in pairs, alongside executives, shareholders and boards. They can move from a clause in a shareholders’ agreement to the composition of a governance body, and on to how a decision will actually be carried out.
The pair brings together specialists in the start-up world who take a multidisciplinary approach to governance — not solely a legal, financial or relational one.