August 22, 2024 • 22 mins
Escucha la grabación de nuestro programa de hoy 08/22/2024 en Radio Mundo 89.3 FM, donde los carismáticos locutores Sara Cebada y David Moreno conversan con Eduardo Cerezuela, Top LinkedIn Influencer y experto en Estrategia de Negocios.
En este episodio, Eduardo profundiza en el desafiante mundo de las Start-Ups, compartiendo estrategias esenciales para gestionar de manera justa la participación accionaria entre socios que aportan capital y aquellos que contribuyen con su esfuerzo y trabajo.
Aprovechando su vasta experiencia como consultor de negocios, Eduardo presenta casos reales de su práctica profesional, brindando soluciones prácticas para evitar conflictos, reclamaciones y disputas legales entre socios.
🔍 Descubre:
- Métodos efectivos para valorizar aportes de capital y trabajo en nuevas empresas.
- Consejos clave para elaborar acuerdos que protejan a todos los socios involucrados.
- Experiencias reales que ilustran tanto éxitos como precauciones necesarias en la gestión inicial de las Start-Ups.
🎧 No te pierdas este análisis fascinante que no solo puede ayudar a salvar tu empresa de futuras batallas legales, sino que también garantiza una colaboración armoniosa entre socios. Disponible ahora para escuchar en tu plataforma de podcast favorita.
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Transcript
Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
(00:00):
Our star contributor, the golden one of this space, Eduardo Cerezuela, has arrived.
(00:07):
Top Voice on LinkedIn, an expert in strategy, business, and business management.
Welcome, Eduardo. Good morning.
How are you, Eduardo?
Dear Sara and David, nice to see you.
I'm glad you're back. It's always a pleasure to be with you.
The truth is that today, I have a case that will be very interesting to your audience.
(00:29):
Because it's something very severe and ordinary that happens in companies, right?
And then, as we say in Argentina, there's a mess,
There's a mess. Between the shareholders and
Every mess.
Every mess, yes.
I heard that in the series, but last time, I was worried
because you think it's a bit rude.
(00:50):
It's more of a mess than a mess.
It's the same.
It's very similar.
It's very similar.
I mean, we've already lost the glamour.
But quilombo is a word that I like a lot.
But hey, don't worry, it's not that serious.
We are in
We are confident.
We are confident.
Yes.
It is exciting. Look, I'm going to tell you.
Well, there are so many. This can be
(01:11):
This approach that I'm going to talk about today this situation can occur in so many ways.
that I've seen reviewing my cases and my clients.
I've seen it many times and still need to discuss it.
And you'll like it a lot because it's a significant source of conflict.
between the shareholders of a company, family fights, and very, very serious things.
(01:32):
Even a fraud case that I had to testify in a US court
doing a forensic audit of a client I had.
It was a fascinating case, and I will explain why these cases happen.
Forensic?
Yes, yes. It's very, it's very this one. It's widespread.
There it goes, there it goes.
It's widespread; it's widespread.
(01:53):
Note that I said forensic audit. They are two different things.
They are not forensic investigations.
No, no, no, of course. There is no death; there is no death.
Yes.
It's widespread; it's widespread that you say you have an idea
We're going to get over the fact that you have a great idea, right?
Sara comes and says, David, I have a great business idea because this, look,
(02:14):
this product isn't available, this isn't selling, we can put it together.
The party plate.
What do you think? What do you think if we put together a project, a business? What do you think?
No, I say good, great. I have a few pesos saved.
I wonder if saving a peso in dollars today is worth thinking about.
Of course.
And you say, well, I'll help you. Come on, let's go into this partnership.
(02:36):
What do you think? You finance me, and you're the capitalist partner.
OK, Sara, and what will you contribute besides the idea?
Ah, well, um, well, I'm going to work, I'm going to take care of organizing the company,
I'm going to do this; I'm going to do that.
So the question is, how do we value the shareholding
of each of you in that company?
(02:57):
It's very complicated. 61 00: 02:59,000 --> 00:03:00,000 Ah.
Because I came up with it.
Ah.
But I put up the capital.
But he put up the money, and then yes.
So how much? Do you have 90%?
90%.
No, or 70, and Sara has 30, or how do they divide that? Because then
But you made a penny with my great idea.
Ah.
(03:18):
From the party plate.
OK.
Party plate corporation.
Exactly.
Ink.
Party plate ink.
That's the title for today's discussion, which I find exciting because
I see this problem every day.
Why?
Every day.
In my defense of the idea, it is always minimal, that is, that intellectual property.
famous is always minimized, right?
(03:41):
Either it is magnified, or I don't know.
Both things can happen.
Both can happen.
That's the point.
There's a jury, there's a...
Ah, very well.
There are methodologies.
But I'm going to explain to you first, before the methodologies, I'm going to explain to you first.
what I've seen happen when these things are not applied.
Why do things end badly?
(04:02):
I'm going to talk about cases.
I can't give names this time, but I will discuss cases.
Well, one case.
A client of mine, this one who developed a medical product in Canada, where he has
Russian partners, Canadian partners.
And then he took it and said, "Well, I'm going to support the financing of this project."
(04:24):
I like the idea; it's great.
And suddenly, I find myself with
Of course, he asks me for the review, and I start to analyze the numbers in depth because it has been
two years or so since he made the initial contributions.
I see that the company has a huge liability.
It has practically no assets.
(04:46):
So, the Canadian and Russian partners are complaining to my client, saying, well, if you want
buy our shares, and we'll leave.
The largest shares are poorly distributed.
So what happens then?
Salaries were assigned a little above the market.
(05:07):
And I've seen this in other companies and others and others and others.
Well, he says, I'm leaving my job, right?
Today, I'm a director and vice president of something or another.
I'm leaving my job, and you're the capitalist.
So I want to get paid what I was getting at this company.
At least.
And a little more because you didn't leave for nothing, right?
And I'm going to start up.
(05:29):
But the idea was yours.
So you're in the startup.
Then you start getting paid.
Let's set a salary X.
What do you like?
Tell me a number.
A salary that you like.
$100,000 or $20,000.
No, you were very.
Well, he's a director.
He's giving an important director, right?
Let's assume that's it.
So $120,000 every month.
(05:50):
TheCompany just starting.
Imagine $120,000 every month.
Then comes the rent, the payment of some assistant, secretary, equipment, and suppliers.
Tesla.
Suddenly, the product takes time to develop.
Then comes the advertising campaigns.
They have to go out to the market; they can still invest.
Two years go by.
(06:12):
You end up putting in, I don't know, $500,000, $700,000, 800,000 dollars.
And you didn't get anything in return.
And there's no guideline.
Nothing is set.
Nothing is agreed.
And what do you do in that case?
And how many shares did you give to Sara?
In addition to the salary.
Did you give her shares?
(06:33):
It is a lot.
Really.
It is a huge mess among companies.
Especially among companies that are just starting.
Family-owned companies, startups.
The amount of trouble I have with that matter.
And where does it all start?
It's all wrong from the start.
(06:54):
I also have the case of a client whom his high school classmates picked up.
The client is now in his 40s.
They came to pick him up at the high school; they were excellent, they got along well.
See where the good vibes can take you.
To your businesses.
And he already had family businesses.
(07:16):
He was a guy who was always very well off financially.
The hard-working guy, so it was pretty cool.
And then his friends asked him, do you remember that we always had a bakery as a family?
We want to open a bakery in the United States.
Wow! Where?
Well, in El Paso, they said.
Ah, okay.
And he remembered that they came from a vibrant bakery in their family.
(07:37):
And they made very delicious things.
They set up the bakery in the United States with capital from my client and another client.
I won't tell you how much they put in because it was a lot.
No, but yes, say how much.
$750,000 each put in.
My client put in $700, initially between $750 and $900,000.
And the other partner that my client put in also put in another $800,000.
(08:00):
They started the bakery in the United States.
And it turns out they started doing this.
It started going well and well and well.
They started making much money.
In El Paso?
Yes.
And they started putting this...
Complicial?
Even during or before the pandemic, people were lining up to pick up bread.
(08:24):
Because they couldn't get into the store.
And then, they would queue up on the street to be able to go through.
Is the bread that good?
Yes.
But we're talking about sweet bread, something gourmet that could be better made.
How can the bread be that good?
Well, the truth is that things started to go very well for them.
However, my client and the partner they had hired had never received any dividends or profits.
(08:45):
Nothing at all.
About three years had passed.
Afterward, they also started putting in more money. 197 00 :08:50,000 --> 00:08:54,000 Another four hundred, five hundred thousand dollars more.
And it turns out that these gentlemen had already put... they were planning to put a second location.
And then they tell me, well, look, help us check the numbers, let's see what's going on.
When we went to check the numbers and analyzed all the components,
(09:10):
we found that they were even paying for the US visa process.
Well.
They had even bought a BMW, the year's latest model, right?
I'm not saying a 750, but a considerable BMW.
Let's see, Eduardo, wait for me so I don't lose that story.
Yes, yes, yes.
(09:31):
The capitalists stayed in Mexico.
Yes, yes.
Both capitalists were Mexican.
And they stayed in Mexico.
They stayed in Mexico.
The third one is the one who did go...
He and his brother went to the United States to open this bus stop.
Yes, because they were already...
Yes, one of them...
Yes, the hectic life.
One was dedicated to producing bread, and the other to marketing.
(09:55):
OK. 219 00:09:56,000 --> 00:09:58,000 To the operational part, to the premises. 220 00:09:58,000 --> 00:10:00,000 Was it called Pasos Bakery? 221 00:10:00,000 --> 00:10:01,000 Ah... 222 00:10:01,000 --> 00:10:02,000 No. 223 00:10:02,000 --> 00:10:07,000 I can't explain a little bit more. 224 00:10:07,000 --> 00:10:11,000 I can't give you more details, right?
No, Carlitos Bakery.
Valentine's Bakery.
(10:16):
Oh, well.
Anyway.
I won't explain which one it was because it's OK.
It's because they went to trial, so he couldn't go around revealing.
No, don't reveal.
It turns out that when we arrived, um, we saw that they were working on...
They were financing many things that were outside the initial agreement.
(10:37):
That's because the initial agreement for the generation of shares, the granting of shares,
was not well stated; it needed to be completed.
And that is raised from the moment; that is, it should be raised from the moment in which
you set up the company on paper.
That's right, of course.
From the idea.
Since when are you sketching the idea with your...
Let's say that the two who are there, doing, putting their hand in, will also say, I am
(11:02):
here twenty... twenty-four seven.
That's right.
Managing this.
That's right.
I need a quality car because I will see my top clients.
That's right.
I need, or my suppliers, etc.
I need those.
Well, I need the visa because it's going to cost me.
So, they are also valid arguments at one point.
It's sometimes about something other than the soap opera story we want to tell of, oh, he was taking advantage.
(11:28):
I mean, well, because the one who is not doing anything...
Exactly.
He also expects to receive equal parts because that wouldn't be logical.
The one who is not doing anything is putting up the risk capital.
I mean, he is losing.
But then, who of those parameters that you explain?
There you go.
Yes, there he will look at you.
But where?
The difficult thing is to establish whereThere is a limit.
(11:50):
If you travel to Europe two or three times a year, to France, to see bakeries and see what
that is what is done, right?
In the high-end confectioneries and bakeries.
Is it part of the commitment?
And if you go to Europe and you go with your family, with your wife, is that also part of the commitment?
No, that's not it.
So, what's yes, what's no?
And if you travel by plane, do you travel in business class or in...
(12:13):
First class.
Ah, but I'm used to it.
And if you go...
And if you're in a private subdivision in the United States and you include the rent, that is,
Is it within the agreement or not?
Many things are perfect to start from the beginning because then you start...
We saw many strange accounting practices in companies, you see?
(12:36):
But I won't be, Eduardo, because this also happens because, on many occasions, you know that you have
a good idea, but you also have no idea, excuse the redundancy, of the reach that you
can reach.
That's right.
That is, you think everything will go as if everything were small.
That's right.
And suddenly, you realize that your idea and the capital have enormous potential, right?
You get dizzy with success.
(12:57):
You get dizzy with success.
Exactly, exactly.
That's why we have to...
There are methodologies to do this.
So, we always come back to the same thing, don't we?
Stop inventing.
There are methodologies to be able to value this.
Of course, it's not exact; it's not precise mathematics because it's tough to know, as you.
Well said, David; what's going to happen in the future?
It can't be determined.
(13:18):
But some things can be determined.
I'll give you an example.
Look, this can be solved like this.
Do you want to work in my company?
Well, I'm going to put up the capital risk.
The money?
No, because my money has to pay off.
Nevertheless, for a while, I will have to wait until I receive nothing for that.
money because it has to take some time until the company can start paying by dividing
(13:40):
It's profits, right?
That is the risk that the capitalist runs.
On the other hand, the other person says, "Well, I'm leaving my job, or if you're unemployed."
it's different.
But I'm leaving my...
My salary in the market is worth so much.
So, you are already establishing a range of what your salary is worth in the market.
But, also...
For example, let's say that if my salary of 120 thousand cannot be, obviously, at the beginning,
(14:05):
but you can agree on a gradual growth if everything goes well or if we have this
so that it is fairer, right?
That is exactly what is done.
Over at Carlitos Bakery.
That's what you do, exactly what you're saying.
Or at Valentine's Bakery.
No, I know, I know.
That's what you say.
What you say is part of one of the most used methods.
(14:26):
Let's see, if my salary is 120, right?
Let's say that I...
Or do I need to live for the stateI'm used to it...
Of course.
But you have to...
You're going to sacrifice a part.
You know what?
I know this is a startup.
I can't make 120.
I'm just starting.
I'll see how I can do it.
I'll manage.
I'll work at the company.
(14:47):
I'll look for other complementary income for a while.
So, I'll reduce my salary from 120 to 60 to not ruin the company at the start.
That other 60 you're sacrificing can be accumulated as a company share.
OK.
And then it's divided into a percentage of shares.
So, over the year, if you multiply, well, I don't know, 50 or 60 thousand pesos, it gives you 720, right?
(15:15):
Something like that.
Over the course of the year.
If the capitalist partner contributes, let's round it off, a million pesos, then the percentages there go in proportion to that contribution.
Do you understand?
At the end of the first year, this is recalculated.
He says, well, what are the accumulated contributions of the capitalist partner?
(15:37):
And what is the portion of salary sacrificed by the working partner, right?
That both have to agree on.
And in this way, every year, this percentage is reviewed.
In this way, a little more justice is given.
To the salary.
Now, Eduardo, from a distance, what could be a lock for this type of handling?
(16:02):
Well...
Because he will go only sometimes to check which car, and if so, let him know.
Well, this is about an audit, and then it comes up.
That's it...
But anyway...
Sometimes they have to... Look, several things.
If there are irregularities, there may be exit locks to force them to sell the shares,
(16:23):
buy them at a price previously stipulated between the parties, right?
Another thing usually done is to allow financial information to be presented monthly.
and to share meetings between partners where these situations are discussed.
Each one can bring his accountant, his auditor.
Sometimes, things that are more organized from the beginning generate better long-term performance.
(16:50):
So there are several ways to...
The other is to say, well, look, we're going to do this.
If we achieve these milestones, right?
If we increase sales in such a way or achieve such a growth,
then, in the first year, you have access to 5% of the shares,
in the second year, you can access 5% more.
(17:11):
But if David and I are starting with this party plate idea,
we're not going to be able to hire you, for example, and you are telling us that.
No, what I'm going to do...
What can you do?
You don't have money, and you want to hire me as an advisor,
Then I'll tell you, "Well, OK, I'll advise you, but give me a percentage of shares, too."
Are you going to want the roll?
(17:34):
No, I don't know, 1%, but not crazy.
Sure, sure.
But that way, they will be guaranteed that I will be with them for a while.
Permanent advice.
Of course, and they can get ahead.
What do you think? 386 00:17 :46,000 --> 00:17:48,000 Ah, well, very good.
We put a piece of ink in it and...
But that saves us many headaches in the future, do you understand?
(17:56):
And that happens every day.
I mean, do you know the number of cases that, well, I'm always grateful for,
Thank God for the job and the opportunity to help, right?
But do you know the number of cases I see where irrational salaries are set?
It's like getting a useless salary.
I don't know, a company that produced, that was developing intellectual capital,
(18:21):
research and development for agricultural products,
They were developing certain organic products. This was a little while ago.
And they were setting salaries of 80, 70 thousand pesos,
which seems like a relatively normal director,
but then, when that director brought in another friend,
(18:42):
when he brought in another friend for 40 thousand pesos when he brought in another friend for 50,
when he brought in another friend for 35, a soccer team was put together. What...
What does the Argentine team look like? How expensive they are, you see?
Here's a question from the audience he says to the speaker (18:55):
what is more valuable in a society,
the capital partner or the intellectual partner?
We understand that many people have ideas and need more capital to detonate them.
That's an excellent question, and I can't answer it because it's super difficult to answer,
It depends on each circumstance.
It's the internal debate.
(19:16):
Of course, it's an internal debate; it's a difficult question.
Imagine, I don't know, asking Steve Jobs how much capital was worth and how much his knowledge was worth, right?
For example, some things could be relocated to stipulate.
Some people, for example, have a brilliant idea and tremendous knowledge.
(19:37):
and much preparation, and then they say, well, I'm going to invest in this one, right?
And then there's the question of, well, how do we retain that talent?
Once the company has started and taken off, and they have agreed,
There's something called a venture, which is what you can do, which is to give it a little bit of the idea,
give it a bigger percentage, a little bit more, a bonus, based on the successes it achieves.
(20:01):
Yes, because Eduardo will ask for his 2% very soon.
Yes, we will renegotiate when I make them double the sale twice or thrice.
But that is one way because what is the most valuable thing you have when you start a startup?
You don't have money; what is the most valuable thing you have?
The people.
The shares.
The shares.
(20:23):
Of course.
It's the most valuable thing you have.
So, you have them, but you have to know how to sell and defend them.
That's very valuable.
You have to make each action count.
So, you have to explain the project well; you have to have all the numbers to say,
Look, this is interesting; my shares are worth it. You have to defend the idea that you are selling.
Of course.
And besides, how do you hire people with little money to pay them?
(20:48):
People who agree to sacrifice part of their income can access the company with shares.
And maybe, in two years, three years, those same people who made an effort, later on,
Their shares are worth a lot; they can sell and repurchase them.
Very good.
Very good.
No, no, no.Oh no, you've already given me the idea for the business of our lives, David.
(21:12):
Eduardo Serzuela, a pleasure, as always.
That's right, a pleasure.
On LinkedIn, Expert in Business Strategy and Business Management.
This man is on all the networks, and he's already uploading this collaboration to all of them.
So, tell us, where are we?
We are on Amazon, Samsung, Apple, Podcast, and Spotify.
(21:38):
On Prime.
Yes, on all the most important ones.
We are on more than 20 podcasts simultaneously because of a code called RSFeed.
that once you are unassigned the RSFeed, you copy it, you post it, and you can do it simultaneously
on a bunch of podcasts at the same time.
But if you want to see it first, go to Eduardo Cerezuela's LinkedIn account.
(22:04):
and you can listen to it there.
Thank you very much, a pleasure, a huge pleasure, as always.
Thank you all.
Have a nice day. Thank you, and have a nice time.
Likewise.
See you later.
OK, let's take a break.
Our star contributor, the golden one of this space, Eduardo Cerezuela, has arrived.
(00:07):
Top Voice on LinkedIn, an expert in strategy, business, and business management.
Welcome, Eduardo. Good morning.
How are you, Eduardo?
Dear Sara and David, nice to see you.
I'm glad you're back. It's always a pleasure to be with you.
The truth is that today, I have a case that will be very interesting to your audience.
(00:29):
Because it's something very severe and ordinary that happens in companies, right?
And then, as we say in Argentina, there's a mess,
There's a mess. Between the shareholders and
Every mess.
Every mess, yes.
I heard that in the series, but last time, I was worried
because you think it's a bit rude.
(00:50):
It's more of a mess than a mess.
It's the same.
It's very similar.
It's very similar.
I mean, we've already lost the glamour.
But quilombo is a word that I like a lot.
But hey, don't worry, it's not that serious.
We are in
We are confident.
We are confident.
Yes.
It is exciting. Look, I'm going to tell you.
Well, there are so many. This can be
(01:11):
This approach that I'm going to talk about today this situation can occur in so many ways.
that I've seen reviewing my cases and my clients.
I've seen it many times and still need to discuss it.
And you'll like it a lot because it's a significant source of conflict.
between the shareholders of a company, family fights, and very, very serious things.
(01:32):
Even a fraud case that I had to testify in a US court
doing a forensic audit of a client I had.
It was a fascinating case, and I will explain why these cases happen.
Forensic?
Yes, yes. It's very, it's very this one. It's widespread.
There it goes, there it goes.
It's widespread; it's widespread.
(01:53):
Note that I said forensic audit. They are two different things.
They are not forensic investigations.
No, no, no, of course. There is no death; there is no death.
Yes.
It's widespread; it's widespread that you say you have an idea
We're going to get over the fact that you have a great idea, right?
Sara comes and says, David, I have a great business idea because this, look,
(02:14):
this product isn't available, this isn't selling, we can put it together.
The party plate.
What do you think? What do you think if we put together a project, a business? What do you think?
No, I say good, great. I have a few pesos saved.
I wonder if saving a peso in dollars today is worth thinking about.
Of course.
And you say, well, I'll help you. Come on, let's go into this partnership.
(02:36):
What do you think? You finance me, and you're the capitalist partner.
OK, Sara, and what will you contribute besides the idea?
Ah, well, um, well, I'm going to work, I'm going to take care of organizing the company,
I'm going to do this; I'm going to do that.
So the question is, how do we value the shareholding
of each of you in that company?
(02:57):
It's very complicated. 61 00: 02:59,000 --> 00:03:00,000 Ah.
Because I came up with it.
Ah.
But I put up the capital.
But he put up the money, and then yes.
So how much? Do you have 90%?
90%.
No, or 70, and Sara has 30, or how do they divide that? Because then
But you made a penny with my great idea.
Ah.
(03:18):
From the party plate.
OK.
Party plate corporation.
Exactly.
Ink.
Party plate ink.
That's the title for today's discussion, which I find exciting because
I see this problem every day.
Why?
Every day.
In my defense of the idea, it is always minimal, that is, that intellectual property.
famous is always minimized, right?
(03:41):
Either it is magnified, or I don't know.
Both things can happen.
Both can happen.
That's the point.
There's a jury, there's a...
Ah, very well.
There are methodologies.
But I'm going to explain to you first, before the methodologies, I'm going to explain to you first.
what I've seen happen when these things are not applied.
Why do things end badly?
(04:02):
I'm going to talk about cases.
I can't give names this time, but I will discuss cases.
Well, one case.
A client of mine, this one who developed a medical product in Canada, where he has
Russian partners, Canadian partners.
And then he took it and said, "Well, I'm going to support the financing of this project."
(04:24):
I like the idea; it's great.
And suddenly, I find myself with
Of course, he asks me for the review, and I start to analyze the numbers in depth because it has been
two years or so since he made the initial contributions.
I see that the company has a huge liability.
It has practically no assets.
(04:46):
So, the Canadian and Russian partners are complaining to my client, saying, well, if you want
buy our shares, and we'll leave.
The largest shares are poorly distributed.
So what happens then?
Salaries were assigned a little above the market.
(05:07):
And I've seen this in other companies and others and others and others.
Well, he says, I'm leaving my job, right?
Today, I'm a director and vice president of something or another.
I'm leaving my job, and you're the capitalist.
So I want to get paid what I was getting at this company.
At least.
And a little more because you didn't leave for nothing, right?
And I'm going to start up.
(05:29):
But the idea was yours.
So you're in the startup.
Then you start getting paid.
Let's set a salary X.
What do you like?
Tell me a number.
A salary that you like.
$100,000 or $20,000.
No, you were very.
Well, he's a director.
He's giving an important director, right?
Let's assume that's it.
So $120,000 every month.
(05:50):
TheCompany just starting.
Imagine $120,000 every month.
Then comes the rent, the payment of some assistant, secretary, equipment, and suppliers.
Tesla.
Suddenly, the product takes time to develop.
Then comes the advertising campaigns.
They have to go out to the market; they can still invest.
Two years go by.
(06:12):
You end up putting in, I don't know, $500,000, $700,000, 800,000 dollars.
And you didn't get anything in return.
And there's no guideline.
Nothing is set.
Nothing is agreed.
And what do you do in that case?
And how many shares did you give to Sara?
In addition to the salary.
Did you give her shares?
(06:33):
It is a lot.
Really.
It is a huge mess among companies.
Especially among companies that are just starting.
Family-owned companies, startups.
The amount of trouble I have with that matter.
And where does it all start?
It's all wrong from the start.
(06:54):
I also have the case of a client whom his high school classmates picked up.
The client is now in his 40s.
They came to pick him up at the high school; they were excellent, they got along well.
See where the good vibes can take you.
To your businesses.
And he already had family businesses.
(07:16):
He was a guy who was always very well off financially.
The hard-working guy, so it was pretty cool.
And then his friends asked him, do you remember that we always had a bakery as a family?
We want to open a bakery in the United States.
Wow! Where?
Well, in El Paso, they said.
Ah, okay.
And he remembered that they came from a vibrant bakery in their family.
(07:37):
And they made very delicious things.
They set up the bakery in the United States with capital from my client and another client.
I won't tell you how much they put in because it was a lot.
No, but yes, say how much.
$750,000 each put in.
My client put in $700, initially between $750 and $900,000.
And the other partner that my client put in also put in another $800,000.
(08:00):
They started the bakery in the United States.
And it turns out they started doing this.
It started going well and well and well.
They started making much money.
In El Paso?
Yes.
And they started putting this...
Complicial?
Even during or before the pandemic, people were lining up to pick up bread.
(08:24):
Because they couldn't get into the store.
And then, they would queue up on the street to be able to go through.
Is the bread that good?
Yes.
But we're talking about sweet bread, something gourmet that could be better made.
How can the bread be that good?
Well, the truth is that things started to go very well for them.
However, my client and the partner they had hired had never received any dividends or profits.
(08:45):
Nothing at all.
About three years had passed.
Afterward, they also started putting in more money. 197 00 :08:50,000 --> 00:08:54,000 Another four hundred, five hundred thousand dollars more.
And it turns out that these gentlemen had already put... they were planning to put a second location.
And then they tell me, well, look, help us check the numbers, let's see what's going on.
When we went to check the numbers and analyzed all the components,
(09:10):
we found that they were even paying for the US visa process.
Well.
They had even bought a BMW, the year's latest model, right?
I'm not saying a 750, but a considerable BMW.
Let's see, Eduardo, wait for me so I don't lose that story.
Yes, yes, yes.
(09:31):
The capitalists stayed in Mexico.
Yes, yes.
Both capitalists were Mexican.
And they stayed in Mexico.
They stayed in Mexico.
The third one is the one who did go...
He and his brother went to the United States to open this bus stop.
Yes, because they were already...
Yes, one of them...
Yes, the hectic life.
One was dedicated to producing bread, and the other to marketing.
(09:55):
OK. 219 00:09:56,000 --> 00:09:58,000 To the operational part, to the premises. 220 00:09:58,000 --> 00:10:00,000 Was it called Pasos Bakery? 221 00:10:00,000 --> 00:10:01,000 Ah... 222 00:10:01,000 --> 00:10:02,000 No. 223 00:10:02,000 --> 00:10:07,000 I can't explain a little bit more. 224 00:10:07,000 --> 00:10:11,000 I can't give you more details, right?
No, Carlitos Bakery.
Valentine's Bakery.
(10:16):
Oh, well.
Anyway.
I won't explain which one it was because it's OK.
It's because they went to trial, so he couldn't go around revealing.
No, don't reveal.
It turns out that when we arrived, um, we saw that they were working on...
They were financing many things that were outside the initial agreement.
(10:37):
That's because the initial agreement for the generation of shares, the granting of shares,
was not well stated; it needed to be completed.
And that is raised from the moment; that is, it should be raised from the moment in which
you set up the company on paper.
That's right, of course.
From the idea.
Since when are you sketching the idea with your...
Let's say that the two who are there, doing, putting their hand in, will also say, I am
(11:02):
here twenty... twenty-four seven.
That's right.
Managing this.
That's right.
I need a quality car because I will see my top clients.
That's right.
I need, or my suppliers, etc.
I need those.
Well, I need the visa because it's going to cost me.
So, they are also valid arguments at one point.
It's sometimes about something other than the soap opera story we want to tell of, oh, he was taking advantage.
(11:28):
I mean, well, because the one who is not doing anything...
Exactly.
He also expects to receive equal parts because that wouldn't be logical.
The one who is not doing anything is putting up the risk capital.
I mean, he is losing.
But then, who of those parameters that you explain?
There you go.
Yes, there he will look at you.
But where?
The difficult thing is to establish whereThere is a limit.
(11:50):
If you travel to Europe two or three times a year, to France, to see bakeries and see what
that is what is done, right?
In the high-end confectioneries and bakeries.
Is it part of the commitment?
And if you go to Europe and you go with your family, with your wife, is that also part of the commitment?
No, that's not it.
So, what's yes, what's no?
And if you travel by plane, do you travel in business class or in...
(12:13):
First class.
Ah, but I'm used to it.
And if you go...
And if you're in a private subdivision in the United States and you include the rent, that is,
Is it within the agreement or not?
Many things are perfect to start from the beginning because then you start...
We saw many strange accounting practices in companies, you see?
(12:36):
But I won't be, Eduardo, because this also happens because, on many occasions, you know that you have
a good idea, but you also have no idea, excuse the redundancy, of the reach that you
can reach.
That's right.
That is, you think everything will go as if everything were small.
That's right.
And suddenly, you realize that your idea and the capital have enormous potential, right?
You get dizzy with success.
(12:57):
You get dizzy with success.
Exactly, exactly.
That's why we have to...
There are methodologies to do this.
So, we always come back to the same thing, don't we?
Stop inventing.
There are methodologies to be able to value this.
Of course, it's not exact; it's not precise mathematics because it's tough to know, as you.
Well said, David; what's going to happen in the future?
It can't be determined.
(13:18):
But some things can be determined.
I'll give you an example.
Look, this can be solved like this.
Do you want to work in my company?
Well, I'm going to put up the capital risk.
The money?
No, because my money has to pay off.
Nevertheless, for a while, I will have to wait until I receive nothing for that.
money because it has to take some time until the company can start paying by dividing
(13:40):
It's profits, right?
That is the risk that the capitalist runs.
On the other hand, the other person says, "Well, I'm leaving my job, or if you're unemployed."
it's different.
But I'm leaving my...
My salary in the market is worth so much.
So, you are already establishing a range of what your salary is worth in the market.
But, also...
For example, let's say that if my salary of 120 thousand cannot be, obviously, at the beginning,
(14:05):
but you can agree on a gradual growth if everything goes well or if we have this
so that it is fairer, right?
That is exactly what is done.
Over at Carlitos Bakery.
That's what you do, exactly what you're saying.
Or at Valentine's Bakery.
No, I know, I know.
That's what you say.
What you say is part of one of the most used methods.
(14:26):
Let's see, if my salary is 120, right?
Let's say that I...
Or do I need to live for the stateI'm used to it...
Of course.
But you have to...
You're going to sacrifice a part.
You know what?
I know this is a startup.
I can't make 120.
I'm just starting.
I'll see how I can do it.
I'll manage.
I'll work at the company.
(14:47):
I'll look for other complementary income for a while.
So, I'll reduce my salary from 120 to 60 to not ruin the company at the start.
That other 60 you're sacrificing can be accumulated as a company share.
OK.
And then it's divided into a percentage of shares.
So, over the year, if you multiply, well, I don't know, 50 or 60 thousand pesos, it gives you 720, right?
(15:15):
Something like that.
Over the course of the year.
If the capitalist partner contributes, let's round it off, a million pesos, then the percentages there go in proportion to that contribution.
Do you understand?
At the end of the first year, this is recalculated.
He says, well, what are the accumulated contributions of the capitalist partner?
(15:37):
And what is the portion of salary sacrificed by the working partner, right?
That both have to agree on.
And in this way, every year, this percentage is reviewed.
In this way, a little more justice is given.
To the salary.
Now, Eduardo, from a distance, what could be a lock for this type of handling?
(16:02):
Well...
Because he will go only sometimes to check which car, and if so, let him know.
Well, this is about an audit, and then it comes up.
That's it...
But anyway...
Sometimes they have to... Look, several things.
If there are irregularities, there may be exit locks to force them to sell the shares,
(16:23):
buy them at a price previously stipulated between the parties, right?
Another thing usually done is to allow financial information to be presented monthly.
and to share meetings between partners where these situations are discussed.
Each one can bring his accountant, his auditor.
Sometimes, things that are more organized from the beginning generate better long-term performance.
(16:50):
So there are several ways to...
The other is to say, well, look, we're going to do this.
If we achieve these milestones, right?
If we increase sales in such a way or achieve such a growth,
then, in the first year, you have access to 5% of the shares,
in the second year, you can access 5% more.
(17:11):
But if David and I are starting with this party plate idea,
we're not going to be able to hire you, for example, and you are telling us that.
No, what I'm going to do...
What can you do?
You don't have money, and you want to hire me as an advisor,
Then I'll tell you, "Well, OK, I'll advise you, but give me a percentage of shares, too."
Are you going to want the roll?
(17:34):
No, I don't know, 1%, but not crazy.
Sure, sure.
But that way, they will be guaranteed that I will be with them for a while.
Permanent advice.
Of course, and they can get ahead.
What do you think? 386 00:17 :46,000 --> 00:17:48,000 Ah, well, very good.
We put a piece of ink in it and...
But that saves us many headaches in the future, do you understand?
(17:56):
And that happens every day.
I mean, do you know the number of cases that, well, I'm always grateful for,
Thank God for the job and the opportunity to help, right?
But do you know the number of cases I see where irrational salaries are set?
It's like getting a useless salary.
I don't know, a company that produced, that was developing intellectual capital,
(18:21):
research and development for agricultural products,
They were developing certain organic products. This was a little while ago.
And they were setting salaries of 80, 70 thousand pesos,
which seems like a relatively normal director,
but then, when that director brought in another friend,
(18:42):
when he brought in another friend for 40 thousand pesos when he brought in another friend for 50,
when he brought in another friend for 35, a soccer team was put together. What...
What does the Argentine team look like? How expensive they are, you see?
Here's a question from the audience he says to the speaker (18:55):
what is more valuable in a society,
the capital partner or the intellectual partner?
We understand that many people have ideas and need more capital to detonate them.
That's an excellent question, and I can't answer it because it's super difficult to answer,
It depends on each circumstance.
It's the internal debate.
(19:16):
Of course, it's an internal debate; it's a difficult question.
Imagine, I don't know, asking Steve Jobs how much capital was worth and how much his knowledge was worth, right?
For example, some things could be relocated to stipulate.
Some people, for example, have a brilliant idea and tremendous knowledge.
(19:37):
and much preparation, and then they say, well, I'm going to invest in this one, right?
And then there's the question of, well, how do we retain that talent?
Once the company has started and taken off, and they have agreed,
There's something called a venture, which is what you can do, which is to give it a little bit of the idea,
give it a bigger percentage, a little bit more, a bonus, based on the successes it achieves.
(20:01):
Yes, because Eduardo will ask for his 2% very soon.
Yes, we will renegotiate when I make them double the sale twice or thrice.
But that is one way because what is the most valuable thing you have when you start a startup?
You don't have money; what is the most valuable thing you have?
The people.
The shares.
The shares.
(20:23):
Of course.
It's the most valuable thing you have.
So, you have them, but you have to know how to sell and defend them.
That's very valuable.
You have to make each action count.
So, you have to explain the project well; you have to have all the numbers to say,
Look, this is interesting; my shares are worth it. You have to defend the idea that you are selling.
Of course.
And besides, how do you hire people with little money to pay them?
(20:48):
People who agree to sacrifice part of their income can access the company with shares.
And maybe, in two years, three years, those same people who made an effort, later on,
Their shares are worth a lot; they can sell and repurchase them.
Very good.
Very good.
No, no, no.Oh no, you've already given me the idea for the business of our lives, David.
(21:12):
Eduardo Serzuela, a pleasure, as always.
That's right, a pleasure.
On LinkedIn, Expert in Business Strategy and Business Management.
This man is on all the networks, and he's already uploading this collaboration to all of them.
So, tell us, where are we?
We are on Amazon, Samsung, Apple, Podcast, and Spotify.
(21:38):
On Prime.
Yes, on all the most important ones.
We are on more than 20 podcasts simultaneously because of a code called RSFeed.
that once you are unassigned the RSFeed, you copy it, you post it, and you can do it simultaneously
on a bunch of podcasts at the same time.
But if you want to see it first, go to Eduardo Cerezuela's LinkedIn account.
(22:04):
and you can listen to it there.
Thank you very much, a pleasure, a huge pleasure, as always.
Thank you all.
Have a nice day. Thank you, and have a nice time.
Likewise.
See you later.
OK, let's take a break.
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