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

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

#181

Post by moron4hire » Wed, Jun 17, 2015, 2:10 PM UTC

xienze wrote: post #42

moron4hire wrote: post #9

Earlier quoted context omitted.

Had a friend mention he was going to do this on a job interview and the company he was talking to almost immediately cut him a settlement check to keep him from doing it and to just make him go away. Don't ever assume something a company is doing is on the up-and-up.

Can you elaborate? He was interviewed as in, came in off the street, so to speak, to interview, made mention of having a lawyer review contract language and was cut a check? Or was this an interview with the acquiring company?

He went through a phone screening, then a technical interview. They made him an offer and sent him a contract. A clause in particular caught his eye:

    Employee fully and unconditionally grants, assigns and transfers to the Company any 
    and all Inventions created, developed, discovered, conceived, invented, learned, or
    suggested by Employee during the performance of Employee’s obligations under this
    Agreement and for a period of one (1) year thereafter, whether or not such 
    Inventions are made during working hours or on the property of the Company, whether
    or not such Inventions are related to the business, activities or interests of the 
    Company and whether or not such Inventions are patentable, copyrightable, or 
    protectable with a trademark, service mark or otherwise.

He asked me to look it over, a more experienced eye I guess. As soon as I opened the document, big red flag, it was 15 pages long. I've never had anything over 3 pages. The more I read it, the worse it got. They really, really needled in on the invention thing, and had all these side rules that it included anything that wasn't even patentable, and that you wouldn't argue against any claim they made unless you could prove that your work had been done before starting there by producing a patent. They required 30-days notice before leaving, which in PA is illegal to stipulate. There were restrictions for two years against soliciting anyone they had ever solicited, not just their customers. There were statements that unpaid overtime was expected, which is also illegal in PA (employees are allowed to work unpaid overtime but it cannot be a requirement for employment). And there were weird things in there like stipulating that the employee worked exclusively for the CEO. What was the point of that? It was just a complete mess.

So I suggested he should get a lawyer to review it. In the mean time, they started pressuring him to sign, he told them it was with the lawyer right now (though he hadn't yet found one, he was just stalling), and they freaked. Cut him a check of a few thousand dollars to go away and agree to a gag order.

But I didn't agree to shit! However, I still won't name them because I'm fairly certain they'd launch a full-frontal libel lawsuit against me. Just one of those kinds of places.

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

#182

Post by dopamean » Wed, Jun 17, 2015, 2:12 PM UTC

nicwest wrote: post #94

dopamean wrote: post #4

Earlier quoted context omitted.

This is the correct answer. I worked at a company that was acquired earlier this year and I didn't care for the new employment contract. Unfortunately, the sale was contingent on a certain percentage of the team signing the new employment contract. I had a lawyer look at the whole thing and he told me that because of the way the deal was worded I could sign and quit without affecting things. I looked at the contracts…

did you quit in the end?

Yes.

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

#183

Post by throwaway549328 » Wed, Jun 17, 2015, 2:14 PM UTC

13hours wrote: post #175

throwaway549328 wrote: post #153

This isn't legal advice. As a practical matter let me tell you exactly what I, personally, would do in your exact situation, as an employee. I am very open and approachable, and have never gotten into legal trouble with anything. I personally would feel completely comfortable following the steps below and would not personally consult a lawyer. I am telling you precisely what I would do if I place myself in your shoes…

I'd go even further, and actually discuss it with them before making these changes, not just hand in the signed contract with the clear changes. Tell them : "I'm uncomfortable with this. What would make me comfortable is ..." and then detail what you are describing.

I (personally) wouldn't. The boilerplate text their lawyer originally wrote is inapplicable, but they're not bad people, it's just that that particular lawyer has never had an idea in their life. (Only someone who has never had an idea would think a person can list every idea they've had.) so besides crossing the inapplicable section unambiguously, it's not worth a comment. I wouldn't say I'm uncomfortable with it. I am extremely comfortable, with the whole contract, I just removed the part about past IP since it obviously doesn't apply. The rest looks fine! Excited to start. :)

really, it's hardly worth a comment. they obviously don't mean to acquire IP from your past.

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

#184

Post by caseysoftware » Wed, Jun 17, 2015, 2:15 PM UTC

DennisP wrote: post #174

irishloop wrote: post #167

Earlier quoted context omitted.

Sounds like $300 well spent. Too often, I think, we take legal matters into our own hands when a small investment up front could save you so much later. If we accept how many others are inexpert at technology, what makes us think we're suddenly legal experts?

Yep. I read the contract very carefully myself so I could ask specific questions of the attorney. That was a big help in getting the most value for my $300. Read it like you're examining source code for bugs. The attorney pretty much confirmed what I thought the contract meant, explained a couple provisions I didn't understand, told me what could be enforced in my state, and outlined how things could unfold if things…

Please don't take this as patronizing but I think you have one of the best and most intelligent approaches I've heard on here.

As the parent notes, too often we assume we're legal experts because "it's all logic" when it's not. It supported by logic but the phrasing - like source code - is vital to the full understanding.

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

#185

Post by nirmel » Wed, Jun 17, 2015, 2:18 PM UTC

I'm the founder of Lawdingo.com (YC W13). We get people lawyers in minutes, just as you're looking for. If you just want some cursory advice, we'll get you an advice consultation with an employment lawyer who routinely looks at startup employment contracts for $50. If you'd like the full contract reviewed, that will cost more, but as others are suggesting, would be well worth it. Feel free to email me at nikhil@lawdingo.com and I'll help get you connected to a great attorney.

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

#186

Post by sago » Wed, Jun 17, 2015, 2:19 PM UTC

rmc wrote: post #171

DennisP wrote: post #158

I was faced with this last year. I'd been at the acquired company for sixteen years, so most of my ideas on the side came about after I started employment. There were too many to practically list anyway. I met with a business attorney for an hour. He said the terms were enforceable in my state; in fact, they'd taken it as far as they could without making it unenforceable. There were significant and potentially very e…

> In my state, employers can fire employees for any reason, so there was nothing stopping them from firing me for not signing. At will employment screws over us white collar, high end, knowledge worker. Here in many states in Europe, there's no at will, and if your employer is bought, then they have to give you a job on the same, or better, conditions. At will is bad for tech workers.

At will employment screws over all workers. At least white collar knowledge workers are somewhat less fungible. The ability to fire an unskilled worker is unconstrained by law or business efficiency.

The rhetoric around at will employment as being good for employees, because it makes them more flexible, is a fig leaf. It is carte blanche for exploitation.

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

#187

Post by mynameisvlad » Wed, Jun 17, 2015, 2:21 PM UTC

spacecowboy_lon wrote: post #159

jacquesm wrote: post #112

Earlier quoted context omitted.

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

But those of us who have experience in employment issues know the damage that j random lawyer you met down the golf club can do. Which is why I think it was necessary to be very direct about the issue

At no point does he say to get advice from that non-specialized lawyer. He even says that if the lawyer doesn't practice employment law, to simply get a referral. What more do you want? A massive billboard with "only use employment lawyers here"?

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

#188

Post by smitherfield » Wed, Jun 17, 2015, 2:21 PM UTC

rmc wrote: post #171

DennisP wrote: post #158

I was faced with this last year. I'd been at the acquired company for sixteen years, so most of my ideas on the side came about after I started employment. There were too many to practically list anyway. I met with a business attorney for an hour. He said the terms were enforceable in my state; in fact, they'd taken it as far as they could without making it unenforceable. There were significant and potentially very e…

> In my state, employers can fire employees for any reason, so there was nothing stopping them from firing me for not signing. At will employment screws over us white collar, high end, knowledge worker. Here in many states in Europe, there's no at will, and if your employer is bought, then they have to give you a job on the same, or better, conditions. At will is bad for tech workers.

Tech workers over here are paid about twice as much (before taxes!) as tech workers in Europe, so I'm not terribly worked up about US employment law. All those regulations aren't free, and one way or another the cost comes out of your disposable income.

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

#189

Post by woah » Wed, Jun 17, 2015, 2:22 PM UTC

Lawtonfogle wrote: post #169

InclinedPlane wrote: post #121

Earlier quoted context omitted.

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.

I don't see it as trying to fly under the radar. I see it as 'you demands are so stupid you don't deserve a verbal response'. These sorts of contracts are so lopsided that not getting a verbal response is probably the most polite response they will be getting from me.

That's pretty silly. Just quit if that's how you feel.

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

#190

Post by dpeck » Wed, Jun 17, 2015, 2:23 PM UTC

irishloop wrote: post #167

DennisP wrote: post #158

I was faced with this last year. I'd been at the acquired company for sixteen years, so most of my ideas on the side came about after I started employment. There were too many to practically list anyway. I met with a business attorney for an hour. He said the terms were enforceable in my state; in fact, they'd taken it as far as they could without making it unenforceable. There were significant and potentially very e…

Sounds like $300 well spent. Too often, I think, we take legal matters into our own hands when a small investment up front could save you so much later. If we accept how many others are inexpert at technology, what makes us think we're suddenly legal experts?

agreed, I've pretty much decided that I don't even have any business reading a contract. Legal meanings of words and my interpretation of them could be completely different.

In reality with a legal document a common persons options are to sign it without reading and accept whatever it is, or hire a lawyer to explain it to you.

I wish it wasn't that way, but it most definitely is.