Meeting Title: C-Corp Consultancy Equity Structure Discussion Date: 2026-01-28 Meeting participants: Robert Tseng, Matthew Moisan
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1 00:01:30.270 ⇒ 00:01:32.079 Matthew Moisan: Hey, Ryan, can you hear me?
2 00:01:32.080 ⇒ 00:01:34.100 Robert Tseng: Yeah, I can hear you. Can you hear me?
3 00:01:34.100 ⇒ 00:01:35.460 Matthew Moisan: Hi, Ken, how are you?
4 00:01:35.730 ⇒ 00:01:41.980 Robert Tseng: I’m good. I’m sorry, I, like, stepped away from my desk, because it, like, the heater’s broken, and…
5 00:01:42.150 ⇒ 00:01:46.069 Robert Tseng: So I’m indoors, but I put this big coat on, and I’m standing…
6 00:01:46.410 ⇒ 00:01:49.799 Robert Tseng: Next… yeah, getting surrounded by 3 walls with no window.
7 00:01:50.030 ⇒ 00:01:52.329 Matthew Moisan: You know, it could be worse. Where, where are you?
8 00:01:52.790 ⇒ 00:02:05.219 Robert Tseng: I’m… I’m up by… I live near Fordham, like, law school, and I guess I’m just in my apartment building’s, like, lobby area, or not lobby, like, kind of lounge area right now.
9 00:02:05.630 ⇒ 00:02:07.240 Matthew Moisan: Cool, very cool. Yeah.
10 00:02:07.340 ⇒ 00:02:09.790 Matthew Moisan: Well, nice to connect,
11 00:02:10.560 ⇒ 00:02:16.879 Matthew Moisan: You know, I think, I think I saw your, some of your responses there. Maybe, maybe give me, you know, give me a little bit more background.
12 00:02:17.330 ⇒ 00:02:25.760 Robert Tseng: Yeah, thanks for, yeah, thanks for even just kind of taking a call with such a little context. So, basically, I’m part of a…
13 00:02:26.250 ⇒ 00:02:36.779 Robert Tseng: C-Corp Consultancy. We’ve switched over from an LLC to a C-Corp this year. And along with that, my business partner and I
14 00:02:36.850 ⇒ 00:02:47.440 Robert Tseng: we are basically able to redo, kind of, our cap table. When we were in LLC, we signed a ghost equity agreement with
15 00:02:47.480 ⇒ 00:03:00.169 Robert Tseng: this kind of accelerator that we went through. They wanted 4% non-dilutable ghost equity, which I guess now we’re looking back and thinking, well, that doesn’t… I don’t think that was a really good idea, because…
16 00:03:00.370 ⇒ 00:03:17.750 Robert Tseng: well, anyway, like, we basically have to dilute ourselves now if we’re trying to open up, you know, I think standard, you said, 10% for future investors, or even for, like, an employee pool. So, yeah, we’re kind of just, like, at this point now where we don’t exactly know how to move forward.
17 00:03:17.790 ⇒ 00:03:22.040 Robert Tseng: Yeah, so that’s… that’s generally the situation we’re in.
18 00:03:22.330 ⇒ 00:03:24.320 Matthew Moisan: Yeah, so, I mean, listen, on the pool.
19 00:03:25.360 ⇒ 00:03:44.580 Matthew Moisan: You want a big enough pool to cover equity awards to employees, to consultants, etc. Yeah. You don’t want it to be too big, because it’s a waste. And generally speaking, you create a pool, or you reallocate equity to the pool when there’s a financing event. So.
20 00:03:44.700 ⇒ 00:03:53.399 Matthew Moisan: you know, if you tell me over the next 18 months we plan to hire 3 people and give them 5% each, I’d say make a 20% pool.
21 00:03:53.870 ⇒ 00:04:03.449 Matthew Moisan: Over the next 18 months, you’re gonna hire 2 people and give them half a point each. A 5% pool is plenty big. I wouldn’t overthink it beyond that.
22 00:04:04.260 ⇒ 00:04:05.080 Robert Tseng: I see.
23 00:04:05.490 ⇒ 00:04:06.560 Matthew Moisan: Right? It’s…
24 00:04:06.980 ⇒ 00:04:15.499 Matthew Moisan: Relatively straightforward, it’s relatively simple, you know, worst case scenario, your pool’s too big, you grant yourself or your co-founder more shares.
25 00:04:16.750 ⇒ 00:04:23.710 Matthew Moisan: Those shares, as you know, are going to be options, they’re not as valuable as your founder’s shares, like, blah blah blah blah blah, but, like,
26 00:04:24.240 ⇒ 00:04:27.689 Matthew Moisan: Right? Like, so I just… I would keep that…
27 00:04:28.860 ⇒ 00:04:38.099 Matthew Moisan: To me, at this stage, the size of the pool, you know, if it’s 2%, it’s probably too small. If it’s 30%, it’s probably too big. In between…
28 00:04:39.470 ⇒ 00:04:42.189 Matthew Moisan: You know, make a call, get it done, move on.
29 00:04:42.570 ⇒ 00:04:43.140 Robert Tseng: Yeah.
30 00:04:43.870 ⇒ 00:04:46.699 Matthew Moisan: Sorry, one second.
31 00:04:50.350 ⇒ 00:04:53.820 Matthew Moisan: Oh, God, this never works anymore. It’s not the right button.
32 00:04:54.240 ⇒ 00:04:59.259 Matthew Moisan: I don’t know how to use my phone anymore. They, they, like, I, sorry, give me one second, sorry, one second.
33 00:04:59.260 ⇒ 00:05:00.519 Robert Tseng: No, hard enough, take your time.
34 00:05:04.830 ⇒ 00:05:10.819 Matthew Moisan: The… so that… that’s the, employee equity point. On the,
35 00:05:11.800 ⇒ 00:05:20.160 Matthew Moisan: On the advisor equity, I mean, listen, that’s just a negotiation. Like, like, you know, you’ve gotta try to position such that you buy that back.
36 00:05:20.730 ⇒ 00:05:26.740 Matthew Moisan: you know, assuming it didn’t vest, if it vested, you might have an opportunity to cancel it.
37 00:05:27.700 ⇒ 00:05:31.890 Matthew Moisan: It’s not enough that it’s a huge, huge deal.
38 00:05:31.890 ⇒ 00:05:32.470 Robert Tseng: Yeah.
39 00:05:33.460 ⇒ 00:05:40.650 Matthew Moisan: It’s not perfect, though, right? You know, if the business is worth 100 million bucks, you’re gonna be kicking yourself that you don’t have that 5%. Yeah.
40 00:05:41.140 ⇒ 00:05:45.280 Matthew Moisan: And so I would… I would try to position that along the lines of, like, listen.
41 00:05:46.600 ⇒ 00:06:04.489 Matthew Moisan: you know, we gotta reduce your equity to 1 or 2%, like, this just isn’t gonna work. And then, you know, you push it, and you have a conversation, but if the equity’s fully vested, and you granted him restricted stock, or her restricted stock, there’s, like, no mechanism to force them to sell it.
42 00:06:05.300 ⇒ 00:06:12.519 Robert Tseng: Yeah, yeah, no, the vesting period we said, it was 5 years, so it’s definitely not been 5 years. It’s probably been 2 years, yeah.
43 00:06:12.660 ⇒ 00:06:21.390 Matthew Moisan: Right, so, I mean, in that case, you know, some of that’s gonna come back, right? You just gotta… you gotta figure out how to… how to put that in writing and, you know, enforce it pursuant to the documentation.
44 00:06:21.810 ⇒ 00:06:27.279 Robert Tseng: Okay, got it. Yeah, like, the second underlying question, then, like, the things I asked was, like, really…
45 00:06:27.280 ⇒ 00:06:45.589 Robert Tseng: Well, we operate under our co-CEO model, but I think, obviously, on paper… well, I don’t know if it’s obvious, but on paper, one person has controlling interests, and that’s my… that’s my, my business partner. He’s, you know, on paper, 51%, I’m 49% in our previous terms. So, I guess, like, if we were to open up
46 00:06:45.800 ⇒ 00:06:55.850 Robert Tseng: you know, another 10%. I think the concern is, like, well, I would get diluted more, but doesn’t… but someone still needs to retain control of interest, so…
47 00:06:55.850 ⇒ 00:07:06.300 Robert Tseng: I don’t know if that’s the way to think about it, where, like, basically the 10% comes out of my shares, and, like, he has to stay 51%, or, like, I don’t know exactly what… how to navigate that.
48 00:07:06.300 ⇒ 00:07:07.820 Matthew Moisan: Yeah,
49 00:07:09.610 ⇒ 00:07:24.240 Matthew Moisan: You know, it’s interesting. So, number one, bear in mind, if you allocate equity to the pool and it’s in the pool, it’s still as if, on paper, you own 49 and he owns 51, right? It’s only when an award gets granted out of the pool… Correct.
50 00:07:24.240 ⇒ 00:07:31.050 Matthew Moisan: that you start counting that equity. So, let’s say you allocate 10% to the pool, and then you give Matthew Moyzen 10%.
51 00:07:31.400 ⇒ 00:07:39.490 Matthew Moisan: You know, you could argue that’s good, because either you and I, you and him, or him and I, can make a decision.
52 00:07:41.640 ⇒ 00:07:44.030 Matthew Moisan: So the concept of control
53 00:07:44.440 ⇒ 00:07:50.689 Matthew Moisan: you don’t want a circumstance where there’s a deadlock, where, like, if we all have… if you and I are 50-50,
54 00:07:50.930 ⇒ 00:07:54.259 Matthew Moisan: Nothing can get done. What do we do if we can’t agree? That’s…
55 00:07:54.260 ⇒ 00:07:55.000 Robert Tseng: Exactly.
56 00:07:55.480 ⇒ 00:08:04.329 Matthew Moisan: That’s what we want to avoid. But if we have 514… if you have 51.49 and 10% to me, a decision can still be made. So…
57 00:08:04.690 ⇒ 00:08:06.999 Matthew Moisan: You don’t have the deadlock problem.
58 00:08:07.990 ⇒ 00:08:19.020 Matthew Moisan: If you… if your partner wants to retain control, you’ve gotta have… you’ve got a position that he’s still 51% after the award.
59 00:08:19.030 ⇒ 00:08:32.050 Matthew Moisan: That gets a little complicated, because when you create the pool, it dilutes you both, so you’d have to somehow give him more shares, you know, maybe you give him shares, or the pool gives him shares, you gotta kind of play with those numbers a little bit to make it work.
60 00:08:32.260 ⇒ 00:08:32.990 Matthew Moisan: Yeah.
61 00:08:34.159 ⇒ 00:08:41.270 Matthew Moisan: From a… from a corporate… function, operational standpoint, having
62 00:08:41.500 ⇒ 00:08:48.379 Matthew Moisan: Having one person at 47, one person at, you know, 43, and one person at 10.
63 00:08:48.700 ⇒ 00:08:52.239 Matthew Moisan: Is fine, because a decision can still be made.
64 00:08:52.860 ⇒ 00:09:03.450 Matthew Moisan: from a you and your partner perspective, it’s a little bit more complicated, because what happens if I and him become BFF, and we cut you out?
65 00:09:04.050 ⇒ 00:09:04.640 Robert Tseng: Yeah.
66 00:09:05.590 ⇒ 00:09:17.659 Matthew Moisan: So, on the one hand, it’s… on the one hand, from a, like, corporate, I’m not worried. But then you have the kind of interpersonal decisions and relationships between you and your partner, where you…
67 00:09:18.000 ⇒ 00:09:19.770 Matthew Moisan: You just have to decide
68 00:09:20.140 ⇒ 00:09:29.079 Matthew Moisan: you know, how does this work? You know, again, if you were going to give 10 people 1% each, and it wasn’t Matthew, it was AB, you know, 1 through 10.
69 00:09:29.080 ⇒ 00:09:29.660 Robert Tseng: Yeah.
70 00:09:29.870 ⇒ 00:09:37.489 Matthew Moisan: a little bit, on the one hand, better, because you need to partner with all 10 of them. He needs to partner with 6 of them.
71 00:09:37.880 ⇒ 00:09:43.400 Matthew Moisan: That’s harder, so it’s harder for you each to be edged out. On the other hand.
72 00:09:44.020 ⇒ 00:09:52.979 Matthew Moisan: and you and him can still make decisions. On the other hand, it’s gonna be harder to get things done, because if you guys disagree, you gotta go to 10 people to get them to agree. So…
73 00:09:53.340 ⇒ 00:10:02.360 Matthew Moisan: very long-winded way of saying there’s, like, no right answer here. We want to avoid a circumstance where there can be a deadlock.
74 00:10:02.890 ⇒ 00:10:21.639 Matthew Moisan: Because you’re 5149, there’s almost no circumstance where there can be a deadlock, and the question is, how much power do you want to give to these other people? Another example, totally different. Create a separate class of shares. He gets voting shares, the 10% is non-voting shares. We do that all the time.
75 00:10:23.050 ⇒ 00:10:26.809 Matthew Moisan: Give me 5 minutes, I’ll commute.
76 00:10:27.130 ⇒ 00:10:30.830 Matthew Moisan: So, there’s lots of different, flexibility there, you know.
77 00:10:31.350 ⇒ 00:10:34.129 Matthew Moisan: Generally, my approach at an early stage is, like.
78 00:10:34.700 ⇒ 00:10:48.690 Matthew Moisan: keep it simple, stupid, as vanilla as possible. You don’t want to do something that’s going to preclude an ability to do something later, so, like, I would keep it $51.49 and just give 10%, and, like, you guys are gonna be fine, you’ll figure it out.
79 00:10:48.850 ⇒ 00:10:49.240 Robert Tseng: Okay.
80 00:10:49.240 ⇒ 00:10:49.970 Matthew Moisan: Now.
81 00:10:50.540 ⇒ 00:11:03.560 Matthew Moisan: That is a cavalier approach to the extent you tell me you’re building a billion dollar company, and there’s, you know, this is your lifelong dream, and there’s nothing… okay, fine, we need a different structure, and we should probably spend some money creating that structure.
82 00:11:03.850 ⇒ 00:11:04.170 Robert Tseng: Yeah.
83 00:11:04.170 ⇒ 00:11:07.230 Matthew Moisan: It’s like, you have these, like, two worlds of, of…
84 00:11:07.590 ⇒ 00:11:13.139 Matthew Moisan: And I think what’s super hard in the sorrow space is everyone thinks they’re building a billion-dollar company, so everyone is like, we need this!
85 00:11:13.140 ⇒ 00:11:15.070 Robert Tseng: Not me, don’t worry.
86 00:11:15.090 ⇒ 00:11:20.950 Matthew Moisan: Maybe, you know, hey, who knows? I’m merely, I’m merely… if I had better ideas, I wouldn’t be in this desk.
87 00:11:21.170 ⇒ 00:11:26.049 Matthew Moisan: So… Those are the loose considerations that I’d be thinking about.
88 00:11:26.050 ⇒ 00:11:32.280 Robert Tseng: Okay, no, I really appreciate that. Yeah, I think… I think that makes sense. I… did not…
89 00:11:32.460 ⇒ 00:11:46.160 Robert Tseng: kind of consider that, setting aside that 10% is, like, not… doesn’t really make… it’s not a material difference until we actually, issue, I don’t know if we would call it… you basically issue those awards.
90 00:11:46.160 ⇒ 00:11:48.760 Matthew Moisan: And then even after that happens.
91 00:11:48.860 ⇒ 00:11:51.889 Robert Tseng: It’s not, like, one…
92 00:11:52.160 ⇒ 00:12:07.369 Robert Tseng: yeah, being in a situation where he’s 47, and I’m 43, and then 10, like, it… we would still, you know, the decision-making authority is still there. So, I think what the last thing you kind of just said was, like, issuing voting… like, non-voting shares, so that’s…
93 00:12:07.370 ⇒ 00:12:12.639 Robert Tseng: I feel like that’s also, like, that seems pretty… I don’t think that’s something we considered,
94 00:12:12.840 ⇒ 00:12:24.090 Robert Tseng: Yeah, so I guess that could be another way to approach it. But anyway, I think the 10% setting aside… I mean, I guess my hunch… my gut is just saying 10% non-voting shares. Like, I think that’s just basically what I think is.
95 00:12:24.090 ⇒ 00:12:34.279 Matthew Moisan: Agree with your gut reaction. The only complication is to create non-voting shares, you do have to amend and restate your certificate to create that class of interest.
96 00:12:34.760 ⇒ 00:12:47.879 Matthew Moisan: not hard. If you’re interested in doing that, I probably can send you a blank form of, like, this is what it would look like, like, the certificate. You know, I think, like, kind of Facebook made that
97 00:12:48.060 ⇒ 00:12:54.519 Matthew Moisan: structure possible, or, or they made that structure, more…
98 00:12:54.850 ⇒ 00:13:09.730 Matthew Moisan: usable, like, that’s what they have, like, you know, Zuckerberg has voting shares, and everyone else has non-voting shares, like… So, especially when it comes to employee equity, it’s like, it’s a very reasonable structure. Like, listen, you have the economic benefits, but, like, you just don’t have a vote. So,
99 00:13:10.750 ⇒ 00:13:21.850 Matthew Moisan: Anyways, another… another… just another way of saying, like, super easy to implement, but unfortunately, it does require a little bit of extra work to create that structure and create those shares in a way that’s going to be enforceable.
100 00:13:22.470 ⇒ 00:13:23.060 Robert Tseng: Got it.
101 00:13:23.640 ⇒ 00:13:31.679 Robert Tseng: Cool. I mean, I’m good, I’m satisfied with that. I’m… I’m… thanks for your time. I guess, maybe last question would just be curious, how do you know Professor Hughes?
102 00:13:31.970 ⇒ 00:13:38.400 Matthew Moisan: We are in the New York State Bar’s, New York City Bar Association kind of committee together, and…
103 00:13:38.400 ⇒ 00:13:38.980 Robert Tseng: Oh, okay.
104 00:13:38.980 ⇒ 00:13:46.000 Matthew Moisan: she said, hey, one of my students has a question, and I was like, yeah, sure, happy to chat, and here we are.
105 00:13:46.000 ⇒ 00:13:46.710 Robert Tseng: Oh.
106 00:13:46.710 ⇒ 00:13:58.720 Matthew Moisan: Yeah, so, you know, try to… try to support one another and, support the community. So, you know, if question, comments come up, please, please don’t hesitate, happy to chat, and, you know, wish you the best of luck.
107 00:13:59.100 ⇒ 00:14:00.460 Robert Tseng: Thank you. Thank you so much.
108 00:14:00.460 ⇒ 00:14:01.329 Matthew Moisan: Take it easy. Bye.
109 00:14:01.330 ⇒ 00:14:02.480 Robert Tseng: Alright, thanks, Matthew.