Panel Debate: Who Controls the Company?

The core question: "Should the founder always be in control?"

The panel's consensus, arrived at from different angles: - Birgit Eggers: Not always — but as long as the founder remains in the company, following (or persuading them to adjust) their path is critical, because losing founder alignment while they're still present is worse than losing some control. - Hans: It's not necessarily the founder specifically, but whoever is leading the company day-to-day (founder or CEO) — control should sit with whoever has the right skillset for the company's current phase, since "no one person is a superman or a superwoman." As a company matures from a technical phase into a management phase and then a board-governed phase, control naturally broadens. - Baanen (investor): Pushed the panel to define "control" precisely — majority shareholding? Board control? Day-to-day operational control? These are different things. His view: taking on investors inherently comes with taking on their expectations; once outside investors hold a large share of the cap table (his example: 80%), the founder is structurally no longer the sole decision-maker, and that's a reasonable, expected consequence of the capital raised — not a betrayal of the founder.

Live scenario: Option A vs. Option B term sheet

The moderator ran a real-time audience vote on a hypothetical: a startup needs to raise ~€30M and has two possible lead investors — - Option A: €10M, strong international reputation/brand, but comes with more restrictive terms and two board seats. - Option B: €7M, less prestigious, only one board seat, more founder-friendly terms.

The room and panel converged heavily on Option A. Reasoning given by panelists: - Alignment between investor and founder goals matters more than deal terms on paper — a misaligned investor at better terms is worse than an aligned one at worse terms. - A company will always need more capital than it thinks it will; taking the larger amount up front, and from an investor capable of following on in future rounds, reduces future fundraising risk. - A more prestigious, well-networked investor brings signal value to future investors, customers, and hires that a smaller/less-known investor typically cannot. - Two board seats is a real cost, but manageable if it comes from an investor who is consistent (has raised multiple funds, has a track record you can reference-check) — the panel's advice: always do reference calls with other founders the investor has backed, specifically asking about the worst experience, not just the best.

What a board should (and shouldn't) do

Direct advice from the panel: don't expect your board to push the company forward — that's the founding team's job. The board's real job is to challenge the founder/CEO and be available for hard strategic conversations when the company needs them, not to add day-to-day value. A strategic advisor who is not a full board member can sometimes deliver more real help (domain expertise, navigating a specific technical or commercial decision) than an investor board seat does, precisely because they aren't juggling governance duties.

When and how a CEO/founder should be replaced

This was treated as the hardest topic on the panel. Key points made: - The investor's perspective: replacing a CEO is genuinely a last resort — "it's never the favorite pastime of an investor" because it costs time, money, and is the investor's own capital being put at further risk while the company is already struggling. - The warning sign an investor watches for isn't failure itself — every company hits real external problems — it's whether the person in charge can clearly diagnose why something is going wrong. "When you notice that you cannot pinpoint what the issues underneath are, that is a staggering thing." A CEO who can't self-diagnose problems, versus one who can name the issue even if they haven't solved it yet, are treated very differently. - If an outside operator is brought in to replace or support a struggling founder, the panel was clear that this only works if the person coming in has real, respected authority (not a token title) and if it happens before the situation has already become an obvious failure — bringing someone in only after everything is already broken tends to set that person up to fail too. - On the "is the founder the right fit for CTO/technical roles" question specifically: "CTO sounds like a very fancy title, but it's basically the person who's doing everything else." The panel's advice: put the person best suited to a role in that role regardless of title expectations — a strong ops/production-minded person may make a better CTO in practice than someone who insists on the title but can't do the unglamorous parts of the job.

Down rounds

• One panelist's view: a down round is often not really about "the company isn't progressing" — it's frequently that the original valuation was simply too high, driven by investor FOMO at the time (and, to be fair, founders knowingly accepting an inflated number too).
• The investor's counter-framing: professional investors do model in the likelihood that a startup's plan will take longer and cost more than projected, and still choose to invest at the valuation offered — so a later down round can also just reflect that growth genuinely came in slower than the "average" scenario everyone, including the investor, accepted going in.
• General agreement: whenever a company is genuinely struggling, market valuation truth eventually asserts itself — if you believe your valuation is fair, the real test is whether another investor is willing to pay it; if not, that is itself the market's answer.

Exits and power dynamics

On the hypothetical of a €100M acquisition offer for a company generating €35M/year and growing 40% annually: the panel agreed founders effectively lose the ability to simply refuse once an offer of that scale is on the table, because the investors' own return timeline and fund lifecycle start to dominate the decision. Two dynamics highlighted: - Power shifts during an exit discussion depending on who wants to sell: if the founder wants to sell and investors don't, investors will typically defer to the founder because "they probably know something you don't." If investors want to sell and the founder doesn't, the deal usually can't happen at all, because the founder must actively participate in closing it. - Founders getting swept up in excitement over a bid sometimes forget to negotiate — one investor described a case where simply pausing and letting investors negotiate on the founder's behalf doubled the eventual exit price. - A real example cited from the plant-based-meat industry (Vivera/The Vegetarian Butcher) was used to illustrate the tension a founder can feel selling a mission-driven company into a much larger, less mission-aligned buyer (in that example, described on tape as ending up under the ownership of two large meat-industry players) — a reminder that "who you're selling to" can matter as much as price.