股權(quán)設(shè)計的本質(zhì),，是基于三個基本的規(guī)則：人規(guī)則+權(quán)規(guī)則+錢規(guī)則,。人規(guī)則,，涉及怎么搭班子,；權(quán)規(guī)則，涉及公司的治理結(jié)構(gòu),；錢規(guī)則,，則涉及利益分配機(jī)制。在現(xiàn)實生活中,，大家往往關(guān)注錢規(guī)則和權(quán)規(guī)則,，人規(guī)則卻被大大地忽略了，從而給公司帶來巨大的隱患,。我們先來看一個案例,。小明和小馬是MBA同學(xué)，在讀書期間,，大家志趣相投,，畢業(yè)后倆人決定一起創(chuàng)業(yè),，算了一下，投資額大約100萬左右,?？墒莻z人想方設(shè)法只湊夠了40萬，還差60萬,。后來他們又找了一個土豪朋友作為天使投資人,，投了60萬。

The essence of equity design is based on three basic rules: person rule+right rule+money rule. Human rules involve how to form a team; Power rules, involving the governance structure of the company; The money rule involves a mechanism for distributing benefits. In real life, people often focus on the rules of money and power, while the rules of people are greatly ignored, which brings huge hidden dangers to the company. Let's first take a look at a case study. Xiaoming and Xiaoma are MBA classmates. During their studies, they shared similar interests. After graduation, the two decided to start a business together. Calculated, the investment amount is about 1 million yuan. But the two of them managed to scrape together only 400000 yuan, leaving a gap of 600000 yuan. Later, they found a wealthy friend as an angel investor and invested 600000 yuan.

早期的時候,，大家也沒想那么多,，股份就按照出資額劃分，出多少錢就占多少股,。然后,，大家激情澎湃地開干了,，也沒什么問題,。但是做著做著，兩位創(chuàng)始人就開始心里有點不平衡了——自己每天起早摸黑地干,，幾乎全年無休,，家也顧不上，而投資人一年到頭也沒在辦公室出現(xiàn)幾次,，大家的付出極度不平衡,。雖然兩位創(chuàng)始人拿了工資，但是那幾千塊的薪水就只能夠基本生活,，自己起早摸黑地把公司拉上了正軌,，到頭來發(fā)現(xiàn)自己還是小股東，而且當(dāng)初大家拿的股權(quán)價格還都是一樣的,。一波不平,，一波又起。做了兩年,，公司開始盈利,，在本土積累了一定的品牌知名度。

In the early days, people didn't think too much about it, and shares were divided according to the amount of capital contribution, with the amount of money contributed holding as many shares as possible. Then, everyone enthusiastically started working without any problems. But as they continued to do so, the two founders began to feel a bit unbalanced - they worked in the morning and evening every day, almost year-round, and couldn't take care of their homes, while investors didn't appear in the office a few times a year, and everyone's efforts were extremely unbalanced. Although the two founders received salaries, the few thousand yuan salary was only enough for basic living. They got up early and worked hard to get the company back on track, only to find out that they were still minority shareholders and that everyone had the same equity price in the beginning. One wave of injustice rises again. After two years of operation, the company began to make profits and accumulated a certain level of brand awareness in the local market.

然后,，有投資方找上門來了,。小明和小馬一直苦于沒有資金去做推廣，此時有資金進(jìn)來的話,，就能有更多的資源投入,，快速拓展市場。但是這又面臨一個問題——如果投資人進(jìn)來,，大家的股權(quán)就都被稀釋了,。首先天使投資方就不同意，而創(chuàng)始人團(tuán)隊覺得自己更虧，本來倆創(chuàng)始人股份就小,，心里就已經(jīng)極度不平衡了,，如果再稀釋的話就更少了。另一方面,，投資人談了幾輪后,，發(fā)現(xiàn)天使投資占了60%，就都退縮了,。教育培訓(xùn)是輕資產(chǎn)公司,，投資人主要是看經(jīng)營團(tuán)隊，然后發(fā)現(xiàn)公司最大股東竟然是天使投資人,，覺得這事不靠譜,。后來就不了了之。

Then, an investor came knocking on the door. Xiaoming and Xiaoma have been struggling with a lack of funds for promotion. With the influx of funds, more resources can be invested to quickly expand the market. But this also faces another problem - if investors come in, everyone's equity will be diluted. Firstly, the angel investors did not agree, and the founding team felt that they were even more at a loss. The two founders already had small shares and were extremely unbalanced in their hearts. If further diluted, it would be even less. On the other hand, after several rounds of negotiations, investors found that angel investment accounted for 60% and withdrew. Education and training is a light asset company, and investors mainly look at the management team. However, they found out that the company's largest shareholder is actually an angel investor, which they think is unreliable. Later, it was left unresolved.