Ask HN: Company got acquired, new contract seems oppressive • Hacker News Board

Re: Ask HN: Company got acquired, new contract seems oppressive

#111

Post by pvg » Wed, Jun 17, 2015, 8:48 AM UTC

ChuckMcM wrote: post #31

pvg wrote: post #22

This paperwork is standard. The company wants to protect itself against a scenario in which you, after being steeped in its business, come up with some way to do it better/more efficiently/cheaper but claim the idea came to you while you were at home in the shower and thus they have no rights to it. Your out is the form that lists the 'inventions' you might have that you want excluded from this clause. You can always…

I agree with this, mostly its about avoiding in interesting litigation hassle where you 'submarine' your invention into a company and then sue the company for stealing it. That said, it is always a good idea to keep really good records of what you're doing on your time, and the things you have "baking" when you join a company. That will help you in two ways, one it makes this paperwork trivial to fill out [1] I know…

I had the pleasure of reading some comment of yours a few months back about your work on NIS+ at Sun. These are all perfectly sane ideas but surely when you were at Sun, you signed an AoI agreement _at least_ as restrictive as what the OP is talking about. Or was that not the case and/or did you involve lawyers?

Re: Ask HN: Company got acquired, new contract seems oppressive

#112

Post by jacquesm » Wed, Jun 17, 2015, 8:49 AM UTC

spacecowboy_lon wrote: post #108

joshAg wrote: post #58

Earlier quoted context omitted.

Asking for a recommendation from friends/family is best, even if their lawyer doesn't specialize in employment law. In the case where the lawyer doesn't do employment law, say you were recommended by a friend/family and ask them if they can refer you to a lawyer with the right expertise. Failing that, contact your state bar association. For example, the CA bar association offers a list of certified lawyer referral se…

NO NO do NOT get a non specialist lawyer

He uses 'with the right expertise' twice, merely uses the non-specialist lawyer as a way to get to one that is specialized.

Re: Ask HN: Company got acquired, new contract seems oppressive

#113

Post by spacecowboy_lon » Wed, Jun 17, 2015, 8:50 AM UTC

pvg wrote: post #39

Silhouette wrote: post #27

Earlier quoted context omitted.

This paperwork is standard. I strongly disagree. It's not unusual for a new employer to try to pull a fast one here, but IME the actual standard among reasonable employers and employees involves wording like "in the course of your employment" or the local equivalent. In short, what you do on company time, with company resources, or in connection with your work at the company is theirs, but anything else is yours by d…

Well, I guess I strongly disagree that it's 'not unusual' for employers to try to 'pull a fast one'. This sort of agreement is standard precisely because it gives both parties a way to protect themselves and delineate what belongs to whom. Bad things happen when you don't have such an agreement. Perhaps things are different in the UK, but I'll echo what 'borksi said downthread - just about every software job in the U…

As will the UK and if the contract is silent custom and practice applies.

Re: Ask HN: Company got acquired, new contract seems oppressive

#114

Post by rockdoe » Wed, Jun 17, 2015, 8:55 AM UTC

mwfunk wrote: post #28

chvid wrote: post #15

Earlier quoted context omitted.

:-) Why the down votes? This is a serious suggestion; I don't know the exact situation in America but in Europe all trade unions have trained advisers looking at stuff like this every day. Going to an union is a much more effective and cheaper solution than every employee talking to an employment lawyer on their own.

I know that labor unions are much more widespread in Europe than they are in the US these days, but that's all I really know about the European situation. Still, are things THAT much different in Europe? Honest question. I just can't imagine that they'd give free legal advice to nonmembers, or that there would be a lot of expertise in this specific area of employment law. Or is that not true? Maybe I've been biased b…

Around here they would ask that you join (which is cheap) and they do have trained lawyers in this - it's one of the main areas where employer-employee conflicts come up (that shouldn't even be surprising).

Re: Ask HN: Company got acquired, new contract seems oppressive

#115

Post by jacquesm » Wed, Jun 17, 2015, 9:02 AM UTC

pvg wrote: post #22

This paperwork is standard. The company wants to protect itself against a scenario in which you, after being steeped in its business, come up with some way to do it better/more efficiently/cheaper but claim the idea came to you while you were at home in the shower and thus they have no rights to it. Your out is the form that lists the 'inventions' you might have that you want excluded from this clause. You can always…

It's not a matter of whether or not the paperwork is standard, the problem is that an acquisition does not normally require existing employees to sign new contracts and 'harmonizing' the relationships the company has with its employees is something they would only do if they feel their own contracts give them a more solid position on something they care about.

So this is a non-negotiable reduction in the legal position of the employees at best.

Re: Ask HN: Company got acquired, new contract seems oppressive

#116

Post by arethuza » Wed, Jun 17, 2015, 9:03 AM UTC

spacecowboy_lon wrote: post #113

pvg wrote: post #39

Earlier quoted context omitted.

Well, I guess I strongly disagree that it's 'not unusual' for employers to try to 'pull a fast one'. This sort of agreement is standard precisely because it gives both parties a way to protect themselves and delineate what belongs to whom. Bad things happen when you don't have such an agreement. Perhaps things are different in the UK, but I'll echo what 'borksi said downthread - just about every software job in the U…

As will the UK and if the contract is silent custom and practice applies.

Just because something is in an employment contract doesn't mean it is enforceable.

Re: Ask HN: Company got acquired, new contract seems oppressive

#117

Post by jacquesm » Wed, Jun 17, 2015, 9:04 AM UTC

grabeh wrote: post #110

When you say acquisition, I'm assuming you mean an asset acquisition rather than share purchase? I only say, because technically if it's the latter, the contracting entity won't have changed and depending on the State/country laws, there is no change in the employment relationship. It's a different matter for an asset acquisition but generally, if you're performing the same role, in certain jurisdictions your existin…

And if it is an asset acquisition then you're technically still employed by your old company and you'd need to formally apply for a job at the new one.

These kind of details are exactly why you should hire a labour lawyer. Also, your 100% that if it is a share purchase (even if only a majority stake) that the old contract is simply still valid.

Acquisitions of any kind don't magically invalidate all the contracts the company has entered in over its lifespan.

Re: Ask HN: Company got acquired, new contract seems oppressive

#118

Post by learnstats2 » Wed, Jun 17, 2015, 9:05 AM UTC

x0x0 wrote: post #105

learnstats2 wrote: post #102

Earlier quoted context omitted.

I'm disagreeing mainly that any clause can be described as "standard" - if it is described as "standard", it usually means "unfairly in the company's interest". There is no standard employment contract, by any definition of the word standard that I understand. I've signed employment contracts, not in the US. I've hired lawyers to review employment contracts on several occasions. One reason that advice here on HN is i…

So you don't know anything about US employment contracts but you're arguing anyway. I'm sure that's helpful to the OP. OP: this is a pretty standard clause. A common phrasing in CA would be Company owns right, title, and interest relating to any and all inventions [...] during the term of my employment with Company to and only to the fullest extent allowed by California Labor Code Section 2780. 2870: http://www.legin…

Given the time of day, I suggest that the majority of people that will read these comments are in Europe. I have only tried to offer my opinion and be clear about my situation in response to a direct question. I can not offer appropriate personal and local legal advice on this forum (and nor can anyone else, as I was trying to make clear).

But "...to the fullest extent allowed by law" seems pretty much like what I'm talking about - a "standard" clause that benefits the employer maximally and with unlimited scope. It appears to automatically update with any changes to that law to ensure that it continues to benefit the employer maximally and with unlimited scope.

It's implicitly threatening language that is otherwise only seen with "Shoplifters will be prosecuted..."

I would be pretty concerned about that. The fact that you have accepted that as a standard, personally or culturally, doesn't make this any less of a concern for me.

Accepting clauses like this, as standard without question, is bad for everyone in the labor market.

OP should argue with such a clause if it doesn't suit them.

Re: Ask HN: Company got acquired, new contract seems oppressive

#119

Post by fapjacks » Wed, Jun 17, 2015, 9:10 AM UTC

smcl wrote: post #95

tptacek wrote: post #72

Earlier quoted context omitted.

I've seen the crossing-out-and-initialing thing work. I've never heard of it causing a problem, but I've definitely heard of it not working.

There's a relatively famous (and admittedly extreme\unlikely) example of this working in Russia, where someone changed his bank contract who blindly accepted it: http://rt.com/business/man-outsmarts-banks-wins-court-221/

"Stealing is a sin" from the head of a bank. What a psychopath.

Re: Ask HN: Company got acquired, new contract seems oppressive

#120

Post by pvg » Wed, Jun 17, 2015, 9:16 AM UTC

jacquesm wrote: post #115

pvg wrote: post #22

This paperwork is standard. The company wants to protect itself against a scenario in which you, after being steeped in its business, come up with some way to do it better/more efficiently/cheaper but claim the idea came to you while you were at home in the shower and thus they have no rights to it. Your out is the form that lists the 'inventions' you might have that you want excluded from this clause. You can always…

It's not a matter of whether or not the paperwork is standard, the problem is that an acquisition does not normally require existing employees to sign new contracts and 'harmonizing' the relationships the company has with its employees is something they would only do if they feel their own contracts give them a more solid position on something they care about. So this is a non-negotiable reduction in the legal positi…

an acquisition does not normally require existing employees to sign new contracts

I'm not sure why you think that is true.

So this is a non-negotiable reduction in the legal position of the employees at best.

This is an extraordinary statement that requires the requisite evidence. I don't think it matches US law or precedent, it simply seeks to formalize it, while giving the other party a full and fair negotiating position.

Every single case I can think of where employer and employee/buyer got into such a spat are the ones where such agreements were not in place. Can you think of a counterexample?