Regulatory tech startup UNAWA recently announced the appointment of Atty. Regina Jacinto-Barrientos as the company’s new chief executive officer. A collaboration between top Philippine law firm PJS Law and Talino Venture Labs, UNAWA is a pioneer in the local regtech industry, offering a suite of digital tools to help businesses manage their legal affairs.
“Every crisis presents an opportunity to change and innovate, and we built UNAWA at the right time—just as the Philippines and the rest of the world was recognizing the need to evolve from paper-based business processes to more digitized deals and transactions,” Atty. Jacinto-Barrientos said.
UNAWA Express, their flagship offering, allows users to create, digitize, and transact using legally-binding documents. Last year, UNAWA also launched RNotary, a remote notary solution. Most recently, the company secured a five-year deal with the local government of Taytay, Palawan, to digitize the collection of travel permits and tourism fees.
In addition to leading the regtech startup, Atty. Jacinto-Barrientos is concurrently the CEO and founding partner of PJS Law, which she co-founded in 1997, growing it into what is today one of Asia’s top law firms. Pulling from her decades of experience advising companies of all sizes, UNAWA’s new CEO hopes to make legal services more accessible through innovation and digitization.
Last month, Atty. Jacinto-Barrientos joined the Independent Investor to share her insights on the best strategies for founders setting up a new business. Here are some key takeaways from that conversation.
Formalize your goals with an initial Founders Agreement.
Often likened to a prenuptial agreement, a founders agreement sets the terms for what will ideally be a long-lasting, fruitful relationship among founding partners. According to Atty. Jacinto-Barrientos, it’s a useful document to periodically refer back to when teams inevitably drift off-course.
“The founders agreement is the true north,” she said. “Sometimes it’s written, sometimes it’s not. But for the safety of any ventures and collaboration it’s good to have something in writing so you have something to look back on to help you navigate the future.”
But it’s also important to recognize that the founders agreement is meant to be a guide for your startup’s goals. As your venture evolves, it’s important to know that these arrangements may need to evolve with it. “Don’t be obsessive with it,” Atty. Jacinto-Barrientos said. “It can derail the pace at which the company is starting out. It’s important but you shouldn’t put all your eggs in that basket.”
When splitting the pie, start with the end in mind.
Ownership is often a difficult conversation among founding teams, as it attempts to quantify what is often a very subjective set of contributions to a venture. “I always counsel—and when I say counsel, it’s not just legal counseling, but also psychological counseling—that teams should start off on the basis of fairness,” Atty. Jacinto-Barrientos said. “Not everything is necessarily counted in monetary currency. Sometimes it’s a currency of sweat, sometimes it’s a currency of goodwill and relationships.”
Quantifying these contributions stems from a deep understanding of how these factors support the venture’s business model. Similarly, splitting the ownership pie needs to take into account the businesses’ projected growth as well. Atty. Jacinto-Barrientos suggests factoring in future dilution as early as possible.
“My advice would be to have someone in your group, or perhaps a financial advisor, guide you through this process,” she said. “If, based on your business model, you know that your company might grow X, even if you end up with only 20% of the company remaining, at the end of the day, it would still be 20% of multiples. So be ready for dilution, and anticipate the rounds that you’ll need to get to that dilution.”
If you plan to raise funds, identify the strategic value of each team member and designate roles accordingly.
While Atty. Jacinto-Barrientos agrees that the main focus of a startup team should be on developing traction and gaining customers, she advises designating one person on a team to be the group’s compliance officer. This person’s role would be to be responsible for filing and updating yearly general information sheets, business permits, compliance documentation, and the like. “This is the boring part, but it has the tendency of actually delaying business if mismanaged,” she said. “But you don’t need to involve everybody to complete this. Just have one person that regularly updates the team. That now makes the potential entry for an investor to come in very easy.”
To help navigate this field, Atty. Jacinto-Barrientos suggests that founders consider having a lawyer as part of their team’s core to play a supporting role in the venture’s growth. “Note that lawyers cannot be the tail wagging the dog,” she said. “An over-reliance on lawyers can have a chance of actually delaying aspects of the business. It should be a perfect mix.”
“Think of the company as a group of mountaineers with the whole world to discover and unravel,” she said. “Take opportunities to discover, but always have a base camp to come back to. These checkpoints give you the opportunity to actually correct mistakes. This base camp is your layers, your auditors, your tax consultants, or even your investment banking friends.”
Where (and when) to incorporate your venture is a matter of strategy.
“If you ask a lawyer, the answer—legally—is to incorporate your company at the start,” Atty. Jacinto-Barrientos said. “That’s the legal answer. In reality, setting up a company this way actually casts it in stone. If you don’t like it anymore, you have to go through a dissolution process… it’s not that easy, it’s not a one-day process.”
“So the ideal time to actually set up a company is just before you already end up getting into contracts with a revenue generating activity—meaning, with clients,” she said. “Prior to that, it could be still informal, to get the traction going.”
Going back to the founders agreement she advises teams set up early on, Atty. Jacinto-Barrientos says this initial alignment of goals is key as well to deciding not only the timing, but the location of a venture’s incorporation. “When you know what your goals are and what the business model actually is, more or less you’ll get to see the flavor of the opportunities that you have and where your investors may be coming from,” she said. “That’s when the opportunities of setting up in Singapore or in the US through Delaware come into play. Again it depends on your business model, so it’s good to have that discussion and create your base camp as early as now.”
Startup founders and leaders of top corporations have a lot in common.
In advising both startup founders and executives helming top conglomerates across the region, Atty. Jacinto-Barrientos has found that the most effective leaders share a number of similarities. “When it comes to conglomerates and listed companies, their level of governance and disclosures is several waterfalls down. So the speed at which they work is very different compared to entrepreneurs,” she said. “But what they have in common is their skill sets and their discipline.”
She describes that while entrepreneurs may be more free to pivot and respond to their markets, both founders and corporate executives need to be able to gather and lead diverse teams that they regularly check in with—the base camp she described earlier. These are the lawyers and tax consultants that will save a venture from the burden of penalties and surcharges, and best position your business to take on opportunities as they arise.
Successful leaders, she says, are the ones who know how to leverage the expertise of their base camp and have the discipline to align that group with their initial vision, their north star.