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Ask HN: Company got acquired, new contract seems oppressive

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

#121

Post by InclinedPlane »

tptacek wrote: post #72
Animats wrote: post #61

As others pointed out, you need an hour with a labor lawyer. Fish and Richardson, the law firm, says "Employees: Non compete agreements - don't sign them.[1] It's often effective to take the contract, cross out and initial sections you and your lawyer consider overreaching, sign that, and turn it in. Then the company has to argue with you paragraph by paragraph, tying up their legal counsel, if they really want those…

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.

Both parties need to initial the crossed-out sections for it to be fully legally binding. It's best to just ask for a new version without the sections you don't want to agree to, it's no use trying to fly under the radar, that's dishonest.

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

#122

Post by grabeh »

jacquesm wrote: post #117
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…

Like I say depending on the jurisdiction the existing terms may have to be respected due to operation of law.

That's the case in the EU with the Acquired Rights Directive (and national implementations) which covers transfers of businesses/undertakings. Employees will automatically transfer, provided that in certain cases employer can update terms and conditions/make redundancies where justified (so called ‘economic, technical or organisational reasons’).

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

#123

Post by solve »

learnstats2 wrote: post #84
tptacek wrote: post #78

Earlier quoted context omitted.

I have actually seen both crossing-and-initialing work, and, more often than that, simply not signing: take the paperwork, say you need to read it, and "forget about it". You can often slowroll things like this for awhile.

Warning: Slowrolling and continuing to work without objection may count as implicit agreement to an employment contract in the UK.

That sounds insane.

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

#124

Post by vidarh »

pvg wrote: post #103
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…

I've signed employment contracts, not in the US. You'll forgive me, but surely, in this case at least, this makes further conversation pointless. It's a question about a US employment contract and whether its clauses are onerous, unusual and how to handle them. A topic in which, as far as I can tell, by your own admission, you have neither experience nor expertise. Correct me if I've misrepresented your position in s…

Well, I have signed a US employment contract that didn't have such a clause at all. If it did have such a clause I wouldn't have signed it.

So on what basis do you claim it is "standard"? In which states?

I have no reason to believe it isn't fairly common but that's very different. I've come across clauses like that in various places in Europe too (though I've then usually been able to point out that under local law most of their clause is null and void).

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

#125

Post by rplnt »

learnstats2 wrote: post #86
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…

Disagree. We haven't seen the paperwork, but a deliberate change in employment contract is not something that's done just for fun or on a standard basis. It doesn't seem to benefit the original poster to sign the contract as it stands. Contracts are supposed to be an equitable agreement between two parties - there is no "standard". Standards which benefit only the employer can and should be questioned. OP should spea…

> deliberate change in employment contract is not something that's done just for fun or on a standard basis

What about acquisition as in this case? That seems rather expected. It makes sense that procedures and policies change (including what contracts look like) to reflect what the "parent" company use, and there may be new set of IP brought to the company (which may cause new conflicts). And as the post above mentioned, it should benefit the employee as well by having a document listing what's truly his.

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

#127

Post by spacecowboy_lon »

arethuza wrote: post #116
spacecowboy_lon wrote: post #113

Earlier quoted context omitted.

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.

True but

1 how do you as a civillain know which ones aren't enforceable (justicable) 2 can you afford to fight an employers

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

#128

Post by mattmanser »

solve wrote: post #123
learnstats2 wrote: post #84

Earlier quoted context omitted.

Warning: Slowrolling and continuing to work without objection may count as implicit agreement to an employment contract in the UK.

That sounds insane.

I wouldn't call it insane, it's similar to the idea that if you email someone a summary of what was agreed, and they don't reply contesting it, they've accepted that version of events.

Basically one of the parties has provided a written record of their version of events, if you don't agree with it, you need to speak up.

In the end they've told you the contract they want you to work under, they have provided you with a copy and you seem to be happy to carry on working and taking their money. If you have a problem, why didn't you speak up? So it's implicit that you accept the new contract.

Perhaps it's not the law in your country, but it's definitely not insane if you're in a grey area and in this instance the law sides with the written contract, not the avoidance strategy.

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

#129

Post by pvg »

vidarh wrote: post #124
pvg wrote: post #103

Earlier quoted context omitted.

I've signed employment contracts, not in the US. You'll forgive me, but surely, in this case at least, this makes further conversation pointless. It's a question about a US employment contract and whether its clauses are onerous, unusual and how to handle them. A topic in which, as far as I can tell, by your own admission, you have neither experience nor expertise. Correct me if I've misrepresented your position in s…

Well, I have signed a US employment contract that didn't have such a clause at all. If it did have such a clause I wouldn't have signed it. So on what basis do you claim it is "standard"? In which states? I have no reason to believe it isn't fairly common but that's very different. I've come across clauses like that in various places in Europe too (though I've then usually been able to point out that under local law…

I'm not sure what to tell you. If you sign up to work at Google or latest catpicture sharing startup, as a fulltime employee, you will certainly sign an 'Assignment of Inventions' agreement. It's completely routine and will not rob you of your precious inventions.

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

#130

Post by learnstats2 »

rplnt wrote: post #125
learnstats2 wrote: post #86

Earlier quoted context omitted.

Disagree. We haven't seen the paperwork, but a deliberate change in employment contract is not something that's done just for fun or on a standard basis. It doesn't seem to benefit the original poster to sign the contract as it stands. Contracts are supposed to be an equitable agreement between two parties - there is no "standard". Standards which benefit only the employer can and should be questioned. OP should spea…

> deliberate change in employment contract is not something that's done just for fun or on a standard basis What about acquisition as in this case? That seems rather expected. It makes sense that procedures and policies change (including what contracts look like) to reflect what the "parent" company use, and there may be new set of IP brought to the company (which may cause new conflicts). And as the post above menti…

This is very different in the US from what I understand; I can't help you there. Locally:

Acquired employees legally remain on their original employment terms and usually have rights to continue uninterrupted work on those same terms. This right also applies if a company is liquidated and reforms.

Given that employees have this legal right, and that acquiring employers must know this (employees tend to be less aware), an acquiring company holding a new employment contract should be treated with extreme suspicion. The company must negotiate what they need, or the employee can just continue on the old terms.

I would suggest an employment lawyer is necessary in that situation. Particularly, since just ignoring the employment contract may constitute implicit agreement.

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