Over the past eight years I have been working on-and-off as a tech consultant for a company I'd describe as a family-owned business. The company has grown organically to about $3 million/year in revenue, it's profitable, and likely could keep growing at 10% - 20% per year. It's not a tech company (they sell physical products and service those products) so they never needed full time programmers or IT staff, but online systems for e-commerce, customer engagement/support, order management, inventory control, etc. have been critical to profitable growth. My role has been to build and manage the online services.
The owner has now decided that his infrastructure is robust enough to support significant expansion. I know the industry, competition, customers and our own capabilities well enough to agree with him that huge growth is possible, but it will require a multi-million dollar investment (not necessarily all at once) in a national sales and marketing effort. So, now he's offered me a slice of equity to oversee the technology part of the company and help secure funding for this expansion.
It all sounds great, the pitch deck is solid (I think) and we are researching potential investors to approach within weeks, but here's my problem. The owner wants to keep his "original" business separate from the new company. In other words, we would form a new company (possibly under a new brand identity) that would be the "national" version of the old regional company. For the most part, the new company would be a sales agent for the products/services of the parent company. The new investment would go into the new company and key team members would receive equity in that new company. Would this kind of structure make sense to potential investors? How would investors view a situation where past customer relationships, revenue streams, intellectual property, etc. are owned by a different company? How are the equity partners in the new company protected from actions in the "parent" company?
It doesn't seem particularly unusual for different companies with separate, but overlapping ownership/management to be responsible for R&D, manufacturing, sales and marketing. But I'm having a hard time understanding how this would get set up in the first place - that is, how the interests of each party are protected, and how the legal structures would be organized.
Any advice appreciated, especially pointers to companies that have a structure I could use as a model.