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Ask HN: Co-founder wants me to leave but won't entertain a buy out offer

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Re: Ask HN: Co-founder wants me to leave but won't entertain a buy out offer

#401

Post by kovac »

This quote might put things in perspective:

"The only rules that really matter are these: what a man can do and what a man can’t do. For instance, you can accept that your father was a pirate and a good man or you can’t. But pirate is in your blood, boy, so you’ll have to square with that some day. And me, for example, I can let you drown, but I can’t bring this ship into Tortuga all by me onesies, savvy? So, can you sail under the command of a pirate, or can you not?" (Jack Sparrow)

So, the question is what these other guys can do vs what you can do. You probably want to keep track of any correspondence regarding this matter in case legal action becomes an option. I hope no sane board will think that facing legal action is worth any cofounder's "wants" and "likes".

Re: Ask HN: Co-founder wants me to leave but won't entertain a buy out offer

#402

Post by piyushpr134 »

adamsea wrote: post #372
piyushpr134 wrote: post #370

Earlier quoted context omitted.

so be it. He either gets to eat the cake equally or no one does. Not the bastard who doesn't even know how to make the bloody cake

How much in lawyers fees do you want to pay to fuck a cake? Point being, as others have said, it’s essentially a negotiation. Not a war. Plus, I guess if the guy really could fuck the cake that gives him leverage and a negotiating position. If he can’t, then it’s moot. And as other folks also pointed out further down, OP needs good legal advice and, to determine when the cost in time and money ends up being high enou…

Sometimes it is not just about the money. Believe me you won't be able to sleep well after walking away from something I this. I would not want any techie to walk away something like this. You gotta fight for what is rightfully yours.

This person created this valuable asset, giving his time and effort. The other person's effort to create it might be non zero but so are OP's and therefore, there is no reason why OP should walk away from it.

Re: Ask HN: Co-founder wants me to leave but won't entertain a buy out offer

#404

Post by piyushpr134 »

adamsea wrote: post #372
piyushpr134 wrote: post #370

Earlier quoted context omitted.

so be it. He either gets to eat the cake equally or no one does. Not the bastard who doesn't even know how to make the bloody cake

How much in lawyers fees do you want to pay to fuck a cake? Point being, as others have said, it’s essentially a negotiation. Not a war. Plus, I guess if the guy really could fuck the cake that gives him leverage and a negotiating position. If he can’t, then it’s moot. And as other folks also pointed out further down, OP needs good legal advice and, to determine when the cost in time and money ends up being high enou…

I also disagree that this is just a plain negotiation. The timing of it suggests it is not. They want to throw the OP off board just before the cliff.

I think of this like this: OP created the cake of value being in a near equal partnership, thinking it would be cut equally when it is done. However when the work of OP is done and cake is baked, they want to have the full cake. This is not negotiation. This is breach of trust...it is morally, ethically dishonest on part of their co-founder.

Re: Ask HN: Co-founder wants me to leave but won't entertain a buy out offer

#405

Post by ericd »

learc83 wrote: post #344
ericd wrote: post #175

Earlier quoted context omitted.

Vesting schedule means he has 0% right now, 10% in a month, and then 1/48th of 40% every month thereafter.

The OP said it was a 4yr reverse vesting schedule and that they currently owned 40%.

With a 1 year cliff, I’m pretty sure he effectively owns 0 right now.

Re: Ask HN: Co-founder wants me to leave but won't entertain a buy out offer

#406

Post by mod »

tptacek wrote: post #362
adamsea wrote: post #361

Earlier quoted context omitted.

Parent posters point is that the battle for control will end up being so toxic it will fuck the cake. Which seems like a valid concern.

There's a worse outcome: the technical cofounder might be wrong, might actually be entitled to zero, might spend months and thousands of dollars fighting for something they're not entitled to legally, even if they are morally, and might end up in the hole.

Given the upside, how can you not think it's worth the shot?

As a pretty well- studied gambler, and given the limited information we have, I think you're right-- there a worse possible outcome. But it's 100% worth the shot.

Re: Ask HN: Co-founder wants me to leave but won't entertain a buy out offer

#407

Post by adamsea »

piyushpr134 wrote: post #404
adamsea wrote: post #372

Earlier quoted context omitted.

How much in lawyers fees do you want to pay to fuck a cake? Point being, as others have said, it’s essentially a negotiation. Not a war. Plus, I guess if the guy really could fuck the cake that gives him leverage and a negotiating position. If he can’t, then it’s moot. And as other folks also pointed out further down, OP needs good legal advice and, to determine when the cost in time and money ends up being high enou…

I also disagree that this is just a plain negotiation. The timing of it suggests it is not. They want to throw the OP off board just before the cliff. I think of this like this: OP created the cake of value being in a near equal partnership, thinking it would be cut equally when it is done. However when the work of OP is done and cake is baked, they want to have the full cake. This is not negotiation. This is breach…

Sure. It may be unethical and so on. But.

If it’s not a negotiation, what is it?

And, how does OP assess their position, possible outcomes, and decide what cost is worth it?

How many months of ones life or tens of thousands of bucks is it worth? Depends on what’s likely to be at the end of the tunnel, no?

Point is - it’s a calculation, of just how badly one desires justice/vengeance, if nothing else. Which, when contracts are involved, for stuff like this means getting advice from a lawyer, unless you want to get your ass handed to you.

IIRC most court cases resolve with some kind of settlement - which is a negotiation.

Even if the process does become adversarial, how do you think wars end? Even when one side is the clear victor there is still negotiation. Consider the U.S. post-WWII occupation of Germany. Even there negotiation was involved at the end. We struck deals with the (now former) Nazis because they could help us against the Soviets in various ways.

There’s a third investor, who it sounds like has the power. So agin, potential for negotiation with the investor.

Negotiation does not equal weakness. It could very much mean negotiating an outcome in your favor from a position of strength. But if all you’ve got on your mind is cake-fucking then you may miss that opportunity.

Re: Ask HN: Co-founder wants me to leave but won't entertain a buy out offer

#408

Post by adamsea »

piyushpr134 wrote: post #402
adamsea wrote: post #372

Earlier quoted context omitted.

How much in lawyers fees do you want to pay to fuck a cake? Point being, as others have said, it’s essentially a negotiation. Not a war. Plus, I guess if the guy really could fuck the cake that gives him leverage and a negotiating position. If he can’t, then it’s moot. And as other folks also pointed out further down, OP needs good legal advice and, to determine when the cost in time and money ends up being high enou…

Sometimes it is not just about the money. Believe me you won't be able to sleep well after walking away from something I this. I would not want any techie to walk away something like this. You gotta fight for what is rightfully yours. This person created this valuable asset, giving his time and effort. The other person's effort to create it might be non zero but so are OP's and therefore, there is no reason why OP sh…

How many nights of bad sleep, vs months of conflict or being in court and tens of thousands of dollars for lawyers?

It’s a calculation. And it’s not a binary fight-or-flight situation. There’s room to maneuver - legal maneuvers, speaking with the investor, etc.

Re: Ask HN: Co-founder wants me to leave but won't entertain a buy out offer

#409

Post by adamsea »

fortydegrees wrote: post #53
dcolkitt wrote: post #27

I would propose structuring the buyout in the form of convertible debt instead of a cash buyout. You give up your equity today, but the LLC gives your a convertible note to cover your valuation conditional on some future funding event. Set a specific valuation target, at which point the note will pay in cash equivalent to a certain percent of the company's equity. That defers the issue of liquidity until if/when the…

This makes a lot of sense. An issue I have with this is that one reason my co-founder wants to split is that they don't really want the pressure of running a startup, and so are unlikely to go on to raise additional money. Could a situation where I get a cash payout, say $20k from the company to sell a certain %, and then the convertible debt to sell more in the future work?

> An issue I have with this is that one reason my co-founder wants to split is that they don't really want the pressure of running a startup.

I’m confused. If they don’t want the pressure of running a startup, why isn’t the co-founder leaving, instead of trying to force you out and remain in charge?

Re: Ask HN: Co-founder wants me to leave but won't entertain a buy out offer

#410

Post by adamsea »

fortydegrees wrote: post #33
gwbas1c wrote: post #23

Earlier quoted context omitted.

I think this works if fourtydegrees has some bucks in the bank. Reading between the lines, I suspect fourtydegrees is young and doesn't have the kind of money to do this. (I also suspect that lawyers may be out of fourtydegrees' budget.)

Suppose I did have some bucks in the bank and did get a lawyer - how would they help? So far my co-founder has been pretty unreasonable with regards to compromising and/or negotiaton. The investor so far has also been very neutral and I think will remain so.

You don’t hire a developer just because they can say some jargon. They need to show proof of skill, either through code of theirs you can see, the interview process, whatever.

Similarly, business people don’t take shit like this seriously until lawyers are involved. They see no evidence of your ability to actually hold them to account and so believe they can just push you around.

Hiring a professional who knows how to actually hold the other side legally accountable, or make them hurt (tens of thousands of bucks in lawyer fees and months down the drain if the case goes to court) shows you mean business.

Otherwise it’s just talk.

A lawyer is also an expert and can give expert advice, both strategic (what should we do?) and tactical (how do we do it?) based on knowledge and experience. Exactly the same way you do in your technical domain. Would you want advice from a non-engineer on how to architect or build something? What database to use? No.

Like developers, lawyers cost money for a reason, and it’s because of the value they can bring.

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