Slicing Pie Founders Agreements, Contracts and Lawyers
Although Slicing Pie is a universal, one-size-fits-all model for determining a perfectly fair equity split, implementing it really depends on your startup's local legal and tax environment. Rules throughout the world can be extremely nuanced and it is always helpful to work with an attorney who can provide guidance.
The lawyers below have been carefully selected because they understand intimately the Slicing Pie model and are willing to help their clients implement as cleanly as possible. Altering the model only makes it less fair. These lawyers can help you make good legal and tax choices for your situation.
A company policy is a rule of conduct outside of Lawyer's Contracts that is designed to serve the interests of both the company and the individual. Policies are shared with employees and cofounders and help them do their job. Company policies are usually spelled out in a company handbook or similar document.
I’m always on the lookout for good, cutting-edge lawyers who want to become a Slicing Pie lawyer, if you are one or know one, please let me know.
Mike Moyer
Not a lawyer...an expert. Mike Moyer is the inventor of Slicing Pie. Reach out to Mike if you are still getting your head around how the Slicing Pie model works and ask specific questions about your situation. Read more.
Speak to Mike
Mike has completed over 1,000 Slicing Pie consulting calls on Clarity.fm. Set up a call to speak with Mike directly about your business:
UNITED STATES LAWYERS
Matthew Rossetti
Matt has counseled hundreds of attorneys and entrepreneurs around the world on the Slicing Pie model since early 2013. His practice focuses on his passion: helping startups and entrepreneurs achieve their goals. Read more.
Slicing Pie Operating Agreement
The terms of Slicing Pie built into a US LLC Operating Agreement. Includes a free 30-minute overview discussion with Matt Rossetti or Raj Mahale $50 USD
Slicing Pie Loan Agreement
Just like a typical loan, but skipped payments add slices to the Pie. Includes a free 30-minute overview discussion with Matt Rossetti or Raj Mahale $50 USD
Britanny Rattelle
Brittany Ratelle is an experienced startup and intellectual property attorney who helps modern businesses in the e-commerce, digital marketing, media, tech, and retail space. Read more.
Slicing Pie Creative Projects Operating Agreement
A US Slicing Pie Operating Agreement designed with creative people in mind. Includes a free 30-minute overview discussion with Brittany Ratelle $50 USD
Other U.S Contracts
Corporate Slicing Pie Agreement
For use with a US C-Corp or S-Corp
EUROPEAN LAWYERS
Jetse Sprey
THE NETHERLANDS: Jetse has been around the startup scene for over a decade as a mentor and trusted advisor of many companies. His math and physics background helps him easily understand the technical issues a company may face. He and his team combine flexible out-of-the box solutions with customized advice. Read more.
Dutch Agreement
Slicing Pie terms in a pre-incorporation agreement form. Includes implementation guide and 15-min consult.
Jana Nevrlka
SWITZERLAND: Jana is building a network of startup attorneys across Europe who can implement Slicing Pie contracts. Read more.
Ants Karu
ESTONIA: Ants is one of the top experts in tax and company law in Estonia. He is one of the founders of LEXTAL and has been a member of the Board of the Estonian Bar Association (2010-2016). He has remarkable experience in advising on concluding international transactions. Ants co-developed the dynamic equity split solution for Estonia. Read more.
Estonian Agreement
Slicing Pie terms in a pre-incorporation agreement form. Includes implementation guide and 15-min consult.
Helena Tender
PORTUGAL: The Portuguese slicing pie lawyer: Helena has many years of practice as a corporate lawyer and a tax expert and board member experience. She's also a founder of a start-up in the food industry, with her own brand of a premium, unique coffee. She used the Slicing Pie Cofounder Agreement and the Cofounder Manifesto to build her company and cofounding team. Helena is passionate about materializing great ideas and helping businesses to grow - which is why she customised the Slicing Pie Cofounder Agreement for Portuguese founders and is the go to slicing pie legal expert for Portugal.
Portugal Agreement
Kasper Kiilsholm Ottesen
DENMARK: Specialists in startup matters, seed and venture capital law, and mergers and acquisitions, we take away the growing pains of growing companies. We work closely with founders in structuring the equity split in a manner that protects the entity’s interest while minimizing areas of conflict between the company and its founding teams or outside investors. Read more.
Danish Agreement
Slicing Pie terms in a pre-incorporation agreement form. Includes implementation guide and 15-min consult.
Jon Hautamaki
FINLAND: Jon advises clients in complex questions related especially to technology law, cryptocurrencies, M&A as well as growth companies. Furthermore, Jon is a seasoned professional in matters concerning tax and structuring. Read more.
Finnish Agreement
Slicing Pie terms in a pre -incorporation agreement form. Includes implementation guide and 15-min consult.
Alexis Aronio de Romblay
FRANCE: Alexis is attorney-at-law, registered with the Paris Bar, specializing in corporate, M&A and commercial law. He assists many entrepreneurs/start-ups as from their incorporation, focusing in particular on fundraising and M&A transactions, as well as on their-day-to day legal issues, including for instance the incentive schemes of the managers and employees. Alexis co-developed the dynamic equity split solution for France. Read more.
French Agreement
Slicing Pie terms in a pre-incorporation agreement form. Includes implementation guide and 15-min consult.
Stefanie Strümpfler
GERMANY: Stefanie is certified specialist attorney for commercial and corporate law with seat in Berlin. her work is focused on start-ups. she supports them in the phases of incorporation up to the integration of investors and in their legal questions of day-to-day business. she works as a partner with her clients and develops practical and individual solutions with them. Her goal is always the realisation of your entrepreneurial opportunities. Stefanie co-developed the dynamic equity split for Germany. Read more.
German Agreement
Slicing Pie terms in a pre-incorporation agreement form. Includes implementation guide and 15-min consult.
Achille Ciccarelli
ITALY: Achille assists Italian and foreign companies in their business and in last years he has focused on advising start-ups, in the healthcare and medical sectors, advertising, media and energy with principal aim to grow up their business from first steps, following the phases of before and post incorporation and helping them in their relationship with business angels or others funders, warding their ideas and giving shape to them across contracts and advisory. Read more.
Italian Agreement
Slicing Pie terms in a pre-incorporation agreement form. Includes implementation guide and 15-min consult.
Giedrė Rimkūnaitė – Manke
LITHUANIA: Giedrė heads GLIMSTEDT Intellectual Property, TMC and Data Protection practices, She is the initiator of GLIMSTEDT For Startup Business platform which aims to provide startup business with many of legal services in an extremely efficient and prompt manner against a fair and reasonable fee known beforehand. Read more.
Lithuanian Agreement
Slicing Pie terms in a pre-incorporation agreement form. Includes implementation guide and 15-min consult.
Aurélien Hollard
LUXEMBOURG: Aurélien heads the Investment Funds practice of CMS Luxembourg. He is specialized in the formation of alternative investment funds (AIFs) and has significant experience in structuring funds for private equity, venture capital, private debt, real estate and infrastructure. He advises institutional investors in their investments as well as management companies in their legal and regulatory requirements, both local and international clients in their securitization and capital market transactions, for both debt and equity and leads sustainable and digital campaigns being deeply involved in ESG and fund tokenization. He is a fully qualified lawyer admitted to the Bars of Paris and Luxembourg. Read more.
Luxembourg Agreement
Slicing Pie terms in a pre-incorporation agreement form. Includes implementation guide and 15-min consult.
Alex Stanescu
ROMANIA: Alex brings the standardized legal templates for Slicing Pie dynamic equity solution to Romanian startups! Alex is focusing on commercial & corporate aspects of tech, and specially deep tech - such as blockchain & crypto. He advises startups in their scale-up efforts - strategic advice, management & set-up in major financial hubs such as NY, London, Paris. He is also committed to bringing international arbitration as a favorite dispute resolution method to startups and tech-related companies. Read more.
Romanian Agreement
Slicing Pie terms in a PRE-incorporation agreement form. Includes implementation guide and 15-min consult.
Romanian Agreement
Slicing Pie terms in a POST-incorporation agreement form. Includes implementation guide and 15-min consult.
Alexandru Lazar
SPAIN: Drd. Alexandru Lazar, is a Lawyer and Partner at IntLaw Abogados. Alexandru customised the slicing pie solution for Spanish start-ups! He is a member of the Barcelona Bar Association and of the Balearic Island Association. His activity is generally focused on M&A and Corporate, Insolvency, Corporate Compliance, Microfinance, International Trade and Relations and Commercial Law and Fashion Law. He is Associated Law Professor at UPF, Academic Director of the LLM in Compliance at EIS, Academic Co-Director in the LLM in Fashion Law at ISDE and IED, and member of the Academia Real de Jurisprudencia y Legislación de España, in the category Colaborador Asociado. Additionally, he is an Insolvency Administrator in Spain (administrator concursal). The founder of the Legal Outside the Box. Read more.
Spanish Agreement
Slicing Pie terms in a PRE-incorporation agreement form. Includes implementation guide and 15-min consult.
Spanish Agreement
Slicing Pie terms in a POST-incorporation agreement form. Includes implementation guide and 15-min consult.
Ahmet Necip Arslan
TURKEY: Ahmet, attorney-at-law, graduated from Istanbul University Faculty of Law with honors in 2013. Subsequently, he worked at Baker McKenzie before starting his own practice in 2015. Since, he has also earned his Master’s degree in the Department of Public Law from Istanbul University in 2019.
He has wide ranging experience in international litigation, distribution agreements, agency agreements and disputes arising from these agreements, violation of tax procedure law, and mischief in tender. He has provided consultancy and represented numerous clients in such matters. He also coordinates and conducts internal investigations for clients.
Turkey Agreement
Slicing Pie terms in a pre-incorporation agreement form. Includes implementation guide and 15-min consult.
Tim Bafort
BELGIUM: Tim graduated cum laude from the Universiteit Gent in 2016. Afterwards he pursued an LL.M. in American Law at the Boston University School of Law with an International and Business Practice concentration. He joined the Beyond team in the summer of 2017. Read more.
Thomas Daenen
BELGIUM: Thomas specializes in corporate finance, M&A and commercial law, both in contentious and non-contentious matters with a particular focus on the sectors of startups, tech and media-digital, Thomas daily represents his clients in a variety of corporate operations mainly M&A, private equity and (re)structuring. Read more.
Seppe Stroo
BELGIUM: As one of the first to implement Slicing Pie in Belgium as the co-founder of Buffl, Seppe is ideally placed to understand your concerns as an entrepreneur and how implement the terms into straightforward yet legally solid agreements. Contact.
MIDDLE EAST
Kiarash Abbaszadeh
IRAN: Kiarash runs SlicingPie.ir. He is a business consultant, university lecturer, and the Vice President of Science for the Innovation and Development Fund in Iran. Read more.
Shahab Heshmat
IRAN: Shahab is the co-founder and CEO of Darskakaoo who created an online translation of Slicing Pie in the Persian language. Read more.
UNITED KINGDOM
Fairsquare LLP is currently the only law firm in England and Wales to advise startups on dynamic equity sharing and Slicing Pie. We are passionate about the Slicing Pie model. We pioneered it in the UK, and our expertise is unique because we use it ourselves! We help clients to set up, grow and raise, and of course bake their pies. We are contributors to Mike Moyer’s The Slicing Pie Handbook (2015), and in 2017 were shortlisted as Justice Innovators by The Hague Institute for Innovation of Law. Find out more at www.fairsquareLLP.com
Deborah Griffiths
Deborah specialises in commercial and intellectual property law. She has extensive complex contract drafting and business experience, including corporate IP securitisations. Read more.
Maxine Chow
Maxine specialises in corporate, M&A and business law. She is experienced in working with VCs and private equity, and has worked at LGC, the Wellcome Trust, Catalyst BioMedica, and Theodore Goddard. Read more.
AUSTRALIA
Document Shop provides a full range of legal documents for establishing and running your business or investment structure.
Kirrily Mitchell
With extensive experience working as a commercial and taxation lawyer Kirrily can assist you with implementing the Slicing Pie principles in your Australian business. Kirrily advises start ups on all areas of their business journey. Read more.
Australian Agreement
Build a Slicing Pie Dynamic Equity Agreement for Australia. Includes a free 15-min consult.
As startup accountants & advisors, we see fair equity splits as a smart investment into the welfare of your business.
Stuart Reynolds, C.A.
Stuart is a partner at Fullstack Advisory, a tech-driven accounting firm to some of Australia’s most innovative ventures. As a 3rd generation accountant, he enjoys working with founders with the drive to grow their businesses & build globally successful products. Read more.
UX Law, Sydney, Australia
Practical legal solutions for small businesses, startups and entrepreneurs
Doron Shmilovits
Doron lives for advising entrepreneurs, startups and emerging companies. He has helped to form, capitalise and advise a large number of emerging businesses in areas such as software, fintech, AR/VR, blockchain, clean energy, medical, business services, internet and digital media, retail, cosmetic, e-commerce and consumer products. Read more.
CANADA
J.P. McAvoy
JP practices corporate and commercial law and has counseled hundreds of companies from startup to multinational. He assists his clients with a wide range of transactions including financings and acquisitions, re-organizations, and corporate entity structuring matters. Read more.
Paul Malysheuski
Pavel is a corporate/commercial lawyer at the firm. He provides legal advice and guidance to clients in all aspects of business law, with a particular focus on business organization and reorganization, private share and asset acquisitions, corporate governance and finance, secured lending, securities, commercial contracts, commercial real estate, and not-for-profit organizations. Read more.
AFRICA
Eitan Stern
CAPE TOWN: Legalese's founder and director, Eitan is a practising attorney with a background in commercial and entertainment law and tech entrepreneurship. Read more.
Annerie Delport
PRETORIA: Annerie is a corporate and commercial law enthusiast and specialist when it comes to the law of the Republic of South Africa. She is a registered attorney practicing at VDMA and is experienced in legal work surrounding the establishment of various start-ups, as well as the running of all sorts of new businesses, including in the spheres of agriculture, healthcare, technology, IT, consulting and renewable energy. Read more.
SOUTH AMERICA
Matais Apparcel
CHILE: Matias has acted as legal counsel for multiple early-stage investments within the Latin American region. He often participates as a mentor at local start-up competitions and was a legal advisor for Chile's National Entrepreneurs Association. Read more.
Maria Balsa
ARGENTINA, MEXICO, URUGUAY: CEO at IP Facilis and Creanexus, Intelectual Property Law advisor at Unesco, Ingenio Incubator, and at Catholic University, UM University, and ORT University. Catholic´s University Representative at Red Latinoamericana de Propiedad Intelectual (Pila Network) , uruguayan representative at Cámara de Empresarios Culturales de Argentina.
Andrei Zielinski
BRAZIL: Andrei Zielinski is a corporate law specialist and a lawyer at Baptista Luz Advogados, with broad experience in corporate law advisory Read more.
TIPS FOR LAWYERS FOR IMPLEMENTING SLICING PIE
The goal of Slicing Pie is to create a fair split and it is used by startup companies all over the world to do just that.
As a lawyer, you may not have heard of the Slicing Pie model or maybe you have, and you are skeptical. I have been working with lawyers and startups to implement Slicing Pie for years and I can personally attest that it works 100% of the time and requires no customization or tweaking to yield fair results. Changes can only make it less fair.
Unlike traditional equity splits which require the team to decide fixed percentages upfront for each participant in anticipation of future contributions, Slicing Pie divides up equity based on what each person actually contributes. Because Slicing Pie is based on observable facts, instead of guesses about future events, it always creates a fair split.
To implement Slicing Pie from a legal standpoint it’s important to understand a few key concepts:
- Slicing Pie is “dynamic” as opposed to traditional splits that are “fixed.” This means that it self-adjusts over time as the company develops. The actual changes to equity do not have to be dynamic, they can happen all at once when the Pie “bakes” or terminates. While this may seem uncomfortable for some people, it ensures that people get what they deserve based on their actions instead of their intentions.
- All equity splits change over time as a company develops. The rationale behind the changes is often flawed, yet the changes happen anyway. Slicing Pie simply provides decision-making logic for making the changes. In other words, there is nothing new going on with Slicing Pie, people are just making better decisions than they would without Slicing Pie.
- Slicing Pie is used during the bootstrapping stage of the startup’s lifecycle, when equity is essentially valueless, and it ends at breakeven or Series A investment, when the equity can be reliably priced. It is for this reason that there should not be any tax consequences when using Slicing Pie.
- After Slicing Pie terminates, the share price and the terms of the Series A investor (or other valuation event) will apply going forward.
- I am more than happy to meet with you or your client at any time to discuss the implementation of Slicing Pie. I can provide contract samples, spreadsheets, and other content at no charge. I want this to be easy so you can concentrate on legal matters other than corporate formation. I can be reached here.
Legal Implementation
I am not a lawyer (a fact that I often lament). And the laws in each country - particularly tax laws - are key to advising on and structuring how to formally implement the Slicing Pie model. However, I’ve worked with numerous lawyers all over the world, and find that they usually implement the Slicing Pie model in one of two ways: either by doing a buy-back, or Slicing Pie vesting (which is different than time-based vesting). Both of these methods can work even if allocations of equity are required at the outset.
BUY-BACK METHOD
Step One: Issue common shares or membership units in equal chunks to each participant when they join the venture.
- I suggest 10,000 shares each so when the adjustment is made you can avoid fractional shares.
- At this point, ownership is meaningless because there is no financial benefit to the shares. The Pie will bake well before dividends are paid so there should not be a problem. Remember, Slicing Pie is used during the bootstrap stage when there is no profit[1]. Common shares generally have voting rights. If control is a concern, there are various ways this can be addressed, with co-founder rights, or by adding contractual voting.
Step Two: Stipulate in the stock purchase agreement that shares are subject to a buy-back option based on Slicing Pie. The buy-back price can be the original par value (or $0, if no money was paid for the shares and this is allowed under local law).
- Slicing Pie terms can be included in the buy-back clause or the model can simply be referenced. Slicing Pie is fairly well known, and the Slicing Pie Handbook and accompanying spreadsheets and software provide a common set of calculations.
- I wish I could create a universal contract for this, but my talents do not include drafting legal contracts. If you create a contract with Slicing Pie terms, be sure to cover:
- The Allocation Framework describing cash and non-cash contributions and the formula used to derive the final split.
- ((2 x Individual’s Non-Cash) + (4 x Individual’s Cash)) / ((2 x Total Non-Cash) + (4 x Total Cash))
- “Cash” means cash consumed (unreimbursed expenses), not cash invested
- “Non-cash” means the unpaid portion of the fair market value
- The recovery Framework, which determines the disposition of equity (slices) in the event of separation under various circumstances.
- Termination for cause or resignation without cause: participant would lose rights to equity and unreimbursed expenses would be paid back, when and if possible, by the company.
- Termination without cause or resignation with cause: participant would retain rights to equity and receive allocation upon termination of the Pie.
- Definitions for termination and resignation events are fairly standard and more detail can be found in the Slicing Pie Handbook.
- More detail can be found in The Slicing Pie Handbook and I would be happy to provide some sample agreement forms.
Step Three: Slicing Pie terminates (or “bakes”) when the Pie naturally stops accumulating slices. This happens when the company can adequately fund operations from revenues (breakeven) or Series A investment so there is no need for participants to continue working without being paid or reimbursed for expenses. When the Pie stops changing, the buyback is triggered. The company buys back a number of shares from each participant to match the Slicing Pie allocation.
Simple Example
Two partners, Dick and Jane, each take 10,000 shares at the outset of the venture. When the Pie bakes it shows a fair allocation of Dick at 33.3% and Jane at 66.6%. In share terms there are a number of ways this split can be achieved. For example, Dick could sell back 5,000 shares and Jane could keep all 10,000. Now the shares are Dick at 5,000 (33.3%) and Jane at 10,000 (66.6%).
VESTING METHOD
Another method that I like is using Slicing Pie as the vesting mechanism as opposed to time-based vesting or milestone-based vesting. The process is very similar to the Buy-Back method above, except that instead of buying back excess shares you’re simply vesting the right number of shares.
Step One: Issue restricted shares or membership units in equal chunks to each participant when they join the venture. In the US, file an 83(b) election.
Step Two: Slicing Pie terminates (or “bakes”) when the Pie naturally stops accumulating slices. This happens when the company can adequately fund operations from revenues (breakeven) or Series A investment so there is no need for participants to continue working without being paid or reimbursed for expenses. When the Pie stops changing, the vesting is triggered. A number of shares from each participant vest to match the Slicing Pie allocation.
Simple Example
Two partners, Dick and Jane, each take 10,000 restricted shares at the outset of the venture. When the Pie bakes it shows a fair allocation of Dick at 33.3% and Jane at 66.6%. 5,000 of Dick’s shares would vest and all 10,000 of Jane’s shares would vest. Now the shares are Dick at 5,000 (33.3%) and Jane at 10,000 (66.6%). Theoretically, you could vest one share for Dick and two shares for Jane and the result would be the same.
Slicing Pie vs. Time-Based Vesting
With Slicing Pie, time-based vesting is irrelevant because the model provides all the protection needed in the case of separation.
Time-based vesting provides inadequate protection. For instance, a developer could quit out of the blue with an incomplete application and keep vested shares. With Slicing Pie, the developer would lose his or her slices and expenses would be reimbursed for expenses when the company has the money, a much more logical consequence.
Conclusion
I work with lawyers all over the world to implement Slicing Pie. Each country has its quirks that must be dealt with to implement Slicing Pie within a legal framework. I try to remind people that Slicing Pie, at its core, is a decision-making framework for how to allocate equity. All equity splits change over time as the startup evolves. How people decide to make those changes depends on how they make decisions. People can guess based on predictions about future events (aka the “Crystal Ball” method) or they can use Slicing Pie to make sure it’s fair. What this means is that no matter what legal structure you put in place, Slicing Pie can always be used to make decisions about changes.
As a decision-making model, Slicing Pie fundamentally changes how founders make equity allocation decisions, it does not fundamentally change how equity or business formation works! I encourage you to implement Slicing Pie as simply as you can, and stick to the model. Otherwise in my experience, fairness can start to break down.
Please do not hesitate to contact me through the Slicing Pie website (www.slicingpie.com) if you have any questions or concerns.