Ask HN: CTO wants me to leave

As others have said, it's highly likely that the CTO and CEO are working together on this. The best thing you can do is - with the assistance of your lawyer - extract yourself as quickly and cleanly as you can manage. Try not to burn bridges; legitimately hope that they succeed. After all, you will retain a substantial percentage of the company.

I can't know the details but from the way you describe the situation, I'm somewhat empathetic to the position that the CTO finds himself in. Your only claim to power is that you were there at the beginning. While that's not a small detail, it's often true that the people who are vitally important to a company in the beginning end up being minor players in the future. See: Craig Newmark or the early support reps at eBay.

In short: you're a founder who is probably no longer playing an irreplaceable role in your company. The CTO wants a meritocracy, and when you're a small team shooting for growth, a founder with just enough tech chops to be a distraction is a major source of risk. To this end, I am surprised that they didn't give you notice already.

I don't say any of this to be mean, it's just that these relationships are hard and most people let awkwardness keep them from telling the hard truth.

If you don't have any sort of a defined equity arrangement in legal contracts, then you have a problem. It's time to speak with an attorney.

If you have some sort of share vesting schedule which will grant you an equity ownership percentage that you consider "fair" then you should consider moving from your current operational position as a software engineer to somewhere else if you want to stay in operations. Otherwise you can sit it out, keep your equity, and participate at the board level.

There will be lots of advice to just "forget about it and walk away". I believe the advice to essentially just "sit back and take it" to be idiotic. If your original positioning on the team was to be "the guy who programs the first iteration of the software that gets us to market" and you failed at that, I can understand where they're trying to push you out as a co-founder. You essentially were a technical co-founder who only partially fulfilled his/her original promise. No offence. In their eyes, you misrepresented yourself, even if that's untrue because they scope-creeped way past your skill level. But the fact is that there WAS some weight that was pulled by you. So you deserve at least partial compensation, whether or not its in the form of equity (if this was promised to you) or payment, or both.

There's some important variables here that have't been covered (mainly current legal agreements) but the main point I'd drive home is stand up for yourself and don't allow yourself to get power played. Yes the situation is sour, but you should be able to get the rest of your founders to agree that you DID contribute something, (as evidenced by the fact that the CTO wants you to leave in the future, not now) so you deserve some equity/payment even if you end up just leaving with it and participating in a liquidity event in the future.

TL;DR If no legal agreements: attorney. If legal agreements w/vague equity terms: attorney. If legal agreements w/ defined equity program you can live with: leave operations, participate at the board level, get bought out at a premium, or just hold equity and wait for a liquidity event.

Make sure there's some restrictions keeping the board from authorizing 1000000000000000 shares and diluting you out too. Good luck!

The money you save hiring a good lawyer almost always justifies the money spent, especially in a situation where you have forces mounted against you.

Not only can they help you with "do this, don't do that" advice, they are very strategic in positioning and can offer incredible advice based on years of experience.

Good lawyers generally see situations on both sides of the coin because they have clients on both sides of the coin, and hiring one can give you volumes of insight and perspective. Will it cost you $5K? Yes, but that $5K now might get you $8M two years from now...