Ep318: Marti Mongiello – Have Partnership Agreements to Protect Your Interests

Andrew Stotz 00:02
Hello fellow risk takers and welcome to my worst investment ever stories of loss to keep you winning. In our community we know that to win in investing you must take risk but to win big, you've got to reduce it. This episode is sponsored by a stats Academy online course how to start building your wealth investing in the stock market. I wrote this course for those who want to go from feeling frustrated, intimidated or overwhelmed by the stock market to becoming confident and in control of their financial future. Go to my worst investment ever.com slash deals to claim your discount now. Fellow risk takers This is your worst podcast host Andrew Stotz and I'm here with featured guest, Marty mon jello Marty, are you ready to rock?

Marti Mongiello 00:47
I'm ready to rock. Thank you.

Andrew Stotz 00:49
Yeah, let's do it. So I'm going to introduce you now to the audience One moment. So chef Marty Machado is a story Weaver, intoxicating his audiences by stage and television across the world. A mesmerizing speaker. He's published nine books 200 plus papers, and given up over 100 speeches and keynotes in Europe, Asia, and the Americas. featured on every major news network. presenting to almost 3 billion viewers is only eclipsed by articles that have been written about him in the 160, newspapers and magazines, all the way from the Washington Post la times to the Australian, and many more. He's television, his latest television series is inside the president's cabinet. Now Marty is a former White House chef, private investigator, security expert, executive chef, and a GM of the Camp David resort conference center working with the past five presidents for 25 years, from George Herbert Walker Bush, all the way through to Donald Trump. Marty, take a minute and filling further tidbits about your life.

Marti Mongiello 01:56
Absolutely, thank you so much, Andrew, for sponsoring this type of show, for the world to listen to. And I myself, of course, have been an entrepreneur for a long time, and started and stopped many, many companies and living on three continents for a long time. Like yourself living in Thailand is not easy to do. And you learn a lot. So I feel as though I have learned a lot and I'm ready to share with others.

Andrew Stotz 02:27
Fantastic. I mean, one thing about your bio that you just comes across and about you and talking to you is you know your energy to do so many things. I just curious, you know, for the young listeners out there that want to achieve a lot in life and do a lot in life. Do you have any advice about how to do that? How to do so many things?

Marti Mongiello 02:48
Yeah, biggest thing I can say is, I have had people laugh into my face. Um, it's a very common trait by uppity snotty, rich people sometimes who just will dump all down on your idea, your project, your entrepreneurial ism. And you have to do a lot like President Trump says and do not listen to them. But I mean, if you check in with Bill Gates, if you check in with the former Steve Jobs, or you want to check in with really anybody who's a success today, they're going to tell you Yeah, you know, Elon Musk, same story. There's so many people who will tell you you're unqualified, you should have gotten your doctoral, you're a clown and nincompoop. You ought to give up these childish dreams, and just get a real job like the other adults do. And you know, it's up to you. You're either going to buy into that or you are going to create the next lift the next Alibaba, the next Amazon, whatever you believe you can do. It's up to you.

Andrew Stotz 03:58
Yeah, in fact, you know, in life, really, that type of resistance that you meet, you can really, really use it as rocket fuel. You know, as one of my prior guests said, use it as rocket fuel to propel Yes.

Marti Mongiello 04:13
Be ready for it. And you're heard a lot. And it'll start with your your parents and, and there's just been so many entrepreneurs, even I was mentioning today to a colleague about Fred Smith from FedEx, you know, had the gall in Audacity to publish in college, a childish paper that insulted his professors about how he was going to revolutionize the world postal system, and it would extend well beyond revolutionising the American postal system, and he was almost systemically laughed out of the university and created FedEx.

Andrew Stotz 04:53
So let's take that as inspiration. Well, now it's time to share your worst investment ever and since no one else Ever, ever, ever goes into their worst investment thinking and will be? Tell us a bit about the circumstances leading up to it? And then tell us your story?

Marti Mongiello 05:09
Yes, so I was living in Japan, I was contacted by a food service oriented company who wanted to take advantage of the bubble and bring food service training online. They thought it would be super sexy groovy to have a former White House chef as their face mask. And, you know, to take a couple of hockey pucks right in the teeth. And so I said, Yeah, you know, absolutely. And I'm a great presenter, I'm a business plan writer and, and do a wicked pro forma. But I'm also an excellent, excellent writer and storyteller. And I can help you put the plan together and obviously present and then fly to New York to an ivory tower, and bring in millions of dollars. And, you know, hit it out of the park. So I'm definitely your guy. And that was the setup. That was the pitch. So that's how they kind of got started. Andrew,

Andrew Stotz 06:17
when you said the setup, it made me think of the sting. You remember that old time movie?

06:26
Absolutely, absolutely.

Andrew Stotz 06:28
Alright, so we got the setup.

Marti Mongiello 06:31
And so then off, I flew to Arizona, and they floated numerous stock certificates past my desk, and of course, the bylaws. And I was still in the military at the time, you know, because I'm 30 year, retired military in the United States, I was still in the military. And so I was a bit naive as to how these things work, and how they operate. And, you know, I didn't really realize critical statements in the founders document and in the bylaws, which were registered with the Secretary of State, I didn't yet really understand how all those things worked. And, you know, I quickly come to grips with it, because to put it quite short and sweet. I did actually fly into Phoenix, Arizona, I did sit with them for several days, and honed the entire pitch, we had some would be actors come in one of them, portrayed the bad guy who had nothing good to say about your plan, we had one that was just literally stupid, and was constantly bewildered. And then we had one who thought everything you were pitching and offering for their investment was wonderful and honey syrup. So we went through these training sessions several times to perfect our pitch, and overcome objections, and don't handle it that way. And don't get bent out of shape when the person makes fun of you. And, you know, this was really beneficial prior to flying to New York to the ivory tower, to go up to the 78th floor and do the professional pitch to the hedge fund that was really interested in what I found was, we did that we flew to New York, we did knock it out of the park, we did get funded. And then I got a phone call saying hey, they want to go on ahead and dilute everyone shares, they're going to come in for several million. And so you know, like in your shares, Marty, we're taking you from 33% down to 4%. And I was not real thrilled about that. I really wasn't talked with I was not discussed with me. And then obviously, the next thing, the next phone call the next day was from the attorney saying, in accordance with the bylaws, we formed a quorum, we had a special meeting, we have gone ahead and slashed everyone shares. The last valuation was $1. So we're sending you a check for 40 bucks for your shares that we took. And, you know, everything's in accordance with the Secretary of State and the bylaws. So now that that's done, you're a 4% owner or something or a 3% owner read. And I was really incensed. I was not familiar with liquidation losses. And these various other clauses in the bylaws like unanimous voting, which could be in there prior to acceptance of any deal from any investor at all the different little faculties that a person today an entrepreneur or an investor could put in and then online We had one or two people in that group who did nothing. They were squatters. So they came in, they were given their cut. You know, the bylaws were filed. And then Andrew, they did nothing. And so today, we call these types of investors in the group in the inner core. We call them squatters. And there was no provision for like, you know, your to work 40 hours per week on this. If you don't, you lose your shares. And after two months, they're taken from you. Also, other provisions that I look for in deals today, whether I'm investing in it, or I'm actually on the team, is what if the person gets sick and has a horrible cancer situation where they're going to need to be out of work with rehabilitative therapy for, you know, a year and four months? You know, where is the provision for that? Because certainly, we are not unfeeling and uncaring, and unkind and unloving. But you know, we've had people come back and say, Well, look, even though I'm going to be out for about a year and a half, you know, I still expect when the company gets funded in about six months, on that $70 million deal, I'm supposed to get a cash windfall of 3 million. And I want my 3 million. And you know, you're kind of like wondering man, I should have had, we should have had a provision in the bylaws for this and the founders document. Because, you know, at this point, with the money coming in, this person hasn't worked for over a year, it's been a year and one month, we have not seen them, they've done nothing. And now they're threatening us with they want the 3 million because that's what it says. So I quickly learned Andrew, these clauses and provisions, including poison pills, and squatters and liquidation clauses, they have got to be addressed in a founders document bylaws, because whether you're investing in the project, or you're part of the group that is launching the new technology, or the widget, or whatever it is the new, the new drink, the new food, the new snack, whatever it is, I don't care. These are just basic provisions that have got to be to be dealt with. And the final one I'll mention is relative valuation and absolute valuation how to value something. So you know, you had best take a look at the different forms of valuation. Yep. And, and really, really make sure that they're down to earth. And, and make a lot of sense, because when you go to investors, and you say things that are crazy, outlandish, like, we now think the company's worth, you know, 152 million. And that's why we're asking blah, blah, blah. You know, you can get shredded in a meeting with your valuation. And so these are the big things that I share today on my speeches and talks and workshops, with entrepreneurs, who are very concerned about being taken advantage of

Andrew Stotz 13:21
it's a these are such critical factors. Mike, my question to wrap up the story is, so what happened eventually, as everything, you know, continued on with this business? Yeah, I

Marti Mongiello 13:33
told him, you know, essentially, they could go screw themselves, like any good. Oh, gosh, I must have been about 32. I'm 55. Now, like any good young 31 or 32 year old would, I was very incensed, hurt, and, and, you know, disgusted. Like most children are familiar. You know, and I still have those stock certificates. And if I ever, I check on them once in a while with what they're doing in the state of Arizona, you know, so I have, like several attorneys and one of them is pretty funny. One of my entertainment attorneys, Tonia marcolini shall often say no, we're not actually going to pursue that particular trademark that you have right now that they're violating, we're going to let them continue to sell and do things. And then when we do so, we're going to go through a discovery phase and pull all of their sales records for 10 years. And so you know, sometimes people need to be taught a special lesson. We call it the ice cold dish that we serve.

Andrew Stotz 14:45
So tell me, how would you describe the lessons that you learn from this?

Marti Mongiello 14:50
biggest lesson is liquidation preferences liquidation clause? How is the company allowed to be liquidated or die? included. And so, you know, through dilution many times, this is where investment will come in, you know, and it gets very testy. Well, you know, Rob's gonna put in I mean, he's personally going to put in, it's not a hedge fund. It's not a hedge fund, Rob wants to put in 80 million. So I think ra gets to hold on a second, stop getting all out and animated and swinging your arms around. Here's a cotton candy. You know, that's great that Rob wants to put 80 million in, but our dilution clauses and our liquidation preferences, say the following thing. Okay. And the one, you know, that can be helpful or not, is the unanimous decision. So say there's five partners, who created this technology. And it's a very strong IP. And maybe it takes a unanimous vote to let somebody like Rob come in with a billion whoever Rob is. Maybe the unanimous vote is not maybe it's too strong for this particular contract, maybe we want to have it to where it says four out of five partners must vote to let any investor come in. Yeah, oftentimes, the way we deal with these clauses now in contracts, if there's dissent, and the person's enraged, and says, we'll flat out I'm not doing another thing for this, and I'm gonna sit and squat on my stock shares. You know, and you guys just go on ahead and do what you want to do with Rob and his stinking 80 million? Um, we have actually mapped out a provision in the contract what we're gonna do with that one person, how are they now handled? Because they can't come to the office anymore? They hate everyone? And do are they sold out? Are they bought out? What is the valuation of the current shares that they owned? Most of the time, I would say, Andrew, the thing I learned is, it's good to just go on ahead and remove them from the process. And pay them off silently, they can still own, you know, something, but they're no longer welcome to come in or participate. They're not allowed to vote at any further shareholder meetings, you know, but they're not going to have their stuff seized, they'll just receive a check. Yep. And that, you know, you have, you have to have something like, Look, at three years, your checks are done, bro. At five years, at 10 years, you you can't like, you know, always continue to, to pay someone and as the company grows, like we've seen with Airbnb, and the recent IPO or Lyft, or Alibaba, or, you know, Amazon, or Apple as the company grows, you've got to come to grips with old shareholders who were there from the beginning. You can't be carrying them to the tune of 300 million a year. That's just because back in 1979, they actually knew Steve. And it was before he was even married, and they worked in the garage with Steve Jobs. And they helped Actually, it's like, you know, we weren't, it's Dude, it's been like 30 years, bro. We're not sending you another 300 million this year for 2021. Crazy. See? You got to have provisions for that in the contract.

Andrew Stotz 18:25
Yep. Yep. All right, let me summarize a few things I take away. I mean, I think there's a lot of interesting things that are really a little bit technical here. And so I would, I'll go through a couple of quick things. In 1995, my best friend from Ohio where we both grew up, since we were young, we knew each other. He came to Thailand, and we set up a coffee factory here, we roast coffee. And we supply that to hotels, restaurants, coffee shops, and offices. So it's a b2b, coffee roasting business. We've had that business now for 25 years. And but when we set up the business, we had founder agreements, basically. And that's where I think the first lesson that I want to, you know, take away from your story is that when you found a company, you really need to sit down and have some founding documents about who's doing what, and all that. And that that raises also the issue of sweat equity. So sweat equity is when you do have some people in that company in that founding group, that don't have any money to put into the business, but they have the knowledge and the willingness to work. And therefore you can do some sort of calculation as to how much work they do and what they get for that. Because there are other people in that group that may be able to provide capital. But in my case, for instance, the Dale became the managing director of the business and I never had been an employee of the business. I've been an equal shareholder, but I've been an external shareholder. So the first thing is like founding documents, the second one is sweat equity. And then you know, even in We have a shareholders agreement. And as we started to bring in other shareholders, we created a shareholders agreement since my expertise is in valuation. And in fact, I teach something called the valuation masterclass. And in that, and in my own experience, we even put in a provision in the shareholders agreement of the actual way we're going to value it, which was very simple. I basically said, we're going to look at the stock market, look at the multiple the stock market, we're going to look at the last audited financial statements for the year. And we're going to create a multiple on that, and that will be the amount. So then we created clauses where, you know, any of the founding members could sell their shares at that price. And that all the founders had had a right of first refusal. And it was it would be distributed equally amongst all the founding shareholders that they could all buy it. And if you didn't come up with the cash, then you know, there's nothing. And if no shareholders came up with the cash, then that person that founder would be able to sell those shares to anybody else. This is wonderful. Pre pre planning. Sounds like an excellent prenup. Yeah. And the benefit of this is that, you know, you don't want to have a business where one guy walks out and sells his shares to your competitor. Right. So that that founders agreement and that the shareholders agreement is critical. Now, once you get out to be public company, you know, these types of shareholders agreements are no longer really valid, because you know, except in some very rare situations, you're now you're meant to be equal to all the other partners now, yes. Now, the other thing is interesting, you know, is that my best friend and ideal as we ran our business, we were in Thailand, we were two foreigners at the time. And we didn't, we knew we weren't going to get money from the banks. And we didn't really have a story to tell at the time. And we didn't tell it. So it was all self funded. And we knew we had to fund it ourselves, we had to build it ourselves. And then eventually, we, we have looked at outside shareholders and we bought in what I would call strategic shareholders, in the case of one person who has particular relationships, or can bring something great to the business. And then there's also external investors. Now, if an external investors came in, let's say someone said, Look, your goal is to sell to 100 hotels this year, and we can get you there in a month, because we have access to 100 hotels right away, that's going to accelerate your revenue plan. And therefore, that that strategic partner could bring a lot of value. And you will absolutely be diluted in your shareholding down. But the trade off is that you're gonna get a bigger company. So dilution is, it's impossible to avoid dilution. Except in rare cases, it's impossible for dilution. But you know, you want to have the provisions to go through it.

Marti Mongiello 22:54
So there's only one thing, the one thing I would mention, with somebody like that coming in that I never knew, I thought that they always when they come in, get to tell us what to do. And And so over time, I've learned you know that no, that's not true. You can write an agreement, you know, because Rob wants to come in with 80 million cash doesn't mean he now gets to come in here with his wife, and tell us how to run the Coffee Company and sell and no, you're just coming in with your money. And you'll be paid your distributions. But no, you're not here to tell anyone what to do in the coffee club. And, and I never knew that. I thought, well, gosh, they're coming in with the money there. We've got a new boss. No, no, no, no, that's not true. That doesn't. The two don't automatically equal that scenario. And a lot of young folks think that anyone that comes in with dough, that they automatically ought to be allowed, and I've seen them destroy hotels, destroy companies create chaos. They should not have been telling anyone what to do.

Andrew Stotz 24:01
Yep. And the last part of it is thinking about valuation. You mentioned about, you know, absolute valuation, relative valuation. So this is my area of expertise. In fact, I was asked by a friend of mine here in Bangkok, to sell his software company to Microsoft. And I went through, we did a deal, basically, pretty quickly for about 85 million US, they bought it back in about 2008. But the point was, was that when Microsoft was offering to buy it, their offer was something like 50 million or something. And then when I came on the team and started to handle the transaction, basically, I went to Microsoft, and I said, This company is worth 200 million. And then we negotiated from that point, and that in negotiation is the concept of setting an anchor. They had set an anchor at 50, I set an anchor 200. We eventually agreed upon 85 million, but the point was, was that even though I'm an expert in valuation, and you know, you can bring out all the numbers and charts and And all that, ultimately, valuation is a negotiation. And so I think for the listeners out there, if you need to set yourself up for how you're going to negotiate that, you need to have your evidence as to why you think it's worth that. But the point is, is that there is no hard and fast way of valuing anything. Ultimately, it's a final negotiation between to an interested seller and an interested buyer. So that's those are the takeaways anything else you'd add?

Marti Mongiello 25:29
Oh, yeah, I would just say again, focus on a prenup, they are not disgusting documents. The more time you put into a prenuptial agreement, and what's going to happen when and how and If this occurs, we know exactly what to do. You will sleep so well at night, knowing that everything is covered with every eventuality. And a lot of people think that even between couples that prenups are filthy, and should never never be talked about and, and I will often you know, tell them a little bit more about a prenup. My wife and I are both previous America, I often tell people look, you know, a prenup. Actually, one of the big things is if, like I should have a financial windfall, my wife's acts, it specifically states in the prenup, he's not allowed to come in and benefit or take her back to court or anything off of my inheritance, my lottery ticket, my whatever. The other things about prenups is, you know, your will literally your iron will have your mind and spirit must be followed through and effectuated. So whatever you want done, and and a lot of prenups and corporations cover turning in a copy of your will, turning in a copy of your prenuptial agreement. And the entire founders document will cover your own death? And what will happen, your shares and do they go to your spouse, or your children? That's all really important stuff. And I can't tell you how many people I've talked with they're like, really, Marty? Isn't it a bit far fetched? by death, I mean, you actually have that kind of stuff in the unlike every adult company north of 5 million in valuation that could grow to 50, or 100. has all of this stuff that I'm talking about in it, the only person who's laughing hear out loud in a boisterous and obnoxious manner is you. And you are actually the real inexperienced child. And when a person acts like that, and laughs out loud, Andrew, I may actually say like, this is not good. You're too inexperienced in business. I don't think. Yeah, they, they never have heard of these things, like, you know, and they'll say things like, Oh, come on, Marty, you know, I would never do something like that. It's like, have you ever been at the table, where the executor of an estate showed up whose name was Johnny, and uses f n mF, you know, in every other sentence, and starts threatening all the owners of a company. And this person is from Kentucky or wherever, I'm not even sure. But they are the executor of the estate and now own actually the shares. And trust me if you've never been through that, you want to have all these clauses ironed out now, before you plunge in because everyone's looking at putting 10 million in you want to have all these clauses ironed

Andrew Stotz 28:49
out now. It's uh, you know, one other one is about death since Dale and I have been friends since a young since we were about 14, we've, we both own equal shares in the company, and naturally that those shares would go to our families. But why Dale and I decided was that since our company's in Thailand, and you know, and since obviously, it would be devastating to lose your best friend. And and you, our families are in the US, like, what are they going to do with this company? Right? Right. So what we decided is upon death of either one of us, our shares would go to our complete shares would go to the other tabs, and the benefit of that is that let's say we both own about 40%. So that would mean that though, if something happened to me or something of the deal, we would be devastated. We would take possession of 80% of the company, which would allow us then to be able to either grow it the way we wanted to, or just sell it and say here's here's 80% of this company, and it's going to be much more attractive for buyer than the buyers. Okay. What Got you at 40% and then Dale's or Andrews family that I've got to deal with, that's too much. And there's other tagalong clauses and stuff that you can do for the family. But we just decided that way. So there's all kinds of things you can do with the with, you know, agreement. So I think that's a lot of lessons from this. So based upon what you've learned from this story, and what you've continued to learn what what action would you recommend our listeners take to avoid suffering the same fate?

Marti Mongiello 30:27
Get a super strong prenuptial agreement that covers everything, from angry outbursts to storming out of the building to threats via email and phone to full on intimidation tactics, with seven attorneys, and people screaming, I just put 90,000 on a retainer down and we're gonna drag you through the mud, have all that stuff spelled out in a prenuptial agreement, all that behavior and what happens and who does what and when this occurs, and, you know, because then you'll be able to, to sleep very well at night and also, when people know what's going to happen because you act those ways. And it's all spelled out. You know what the weirdest thing is Andrew, they don't act that way.

Andrew Stotz 31:17
They start working properly.

Marti Mongiello 31:19
Yeah, and we spell out stuff like he did and raised voices or intimidating or emasculating, emails, text messages, WhatsApp, you know, communications that are sent to other primary members of the board, you know, are not welcomed or tolerated and if they occur, we have a step by step process. The first time is a warning. The second time is admonishment with suspension. The third time is removal, stock share seizure, you know, blah, blah, blah. I mean, when you have all that stuff spelled out, like this is what's going to happen. Then everybody's on alert, like Hey, man, don't do don't, dude. Dude, dude, don't don't don't remember. 22 It says in Clause 15, part age. Yeah. So dude, do don't, don't. Everybody knows this is what's going to happen. You're going to be removed from the building, bro. So just be cool.

Andrew Stotz 32:24
And equally, Dale and I say to each other, his principles before personalities, and that our objective is to build a successful business. And if we get into something heated, we back off because we also made an agreement that was a gentleman's agreement that if the business was going to hurt our relationship as friends that we would get out of the business. So all right, last question. What's your number one goal for the next 12 months.

Marti Mongiello 32:52
Number one goal is London 2021 December 7 to 16th. The World Leaders Summit. We are meeting in London next year. And we had over 120 speakers this year for world leader summit and 90 plus countries attended. So 10s of 1000s of people in the presentations 10 straight days of presentations, we had the medical panel blockchain just a wonderful, wonderful vehicle world leader summit at world leader summit calm. And we were just so psyched out about world leader summit. It's kind of like the Davos for the young. And I often tell people young doesn't mean like we have a 10 year old who is a speaker, and we have 100 year old who's a speaker. So Young doesn't mean like 30 and below young is a way of thinking, hmm, but it's like the Davos for the young world leader summit calm.

Andrew Stotz 33:54
Fantastic, man. I'll put the links in the show notes. So for the listeners out there that you want to learn more, just go to the link and learn more and we'll see you there. Alright listeners, there you have it another story of loss to keep you winning. Remember to go to my worst investment ever.com slash deals to claim your discount on how to start building wealth investing in the stock market course. As we conclude, Marty, I want to thank you again for coming on the show. And on behalf of a Stotz Academy I hereby award you alumni status for turning your worst investment ever into your best teaching moment. Do you have any parting words for the audience?

Marti Mongiello 34:32
I just wish everybody a wonderful Christmas and New Year and I know many of my friends are waiting for Chinese New Year the first week of February 2021. So let's let's celebrate two new year's three new years. We'd love to celebrate all the holidays honestly.

Andrew Stotz 34:51
Yeah, and 2020 will be a year to celebrate its passing. And that's a wrap on another story to help us create growth. and protect our well fellow risk takers. This is your worst podcast host Andrew Stotz saying I'll see you on the upside.