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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

#51

Post by log_n »

olefoo wrote: post #29

Remember that this contract is a negotiable agreement. You can strike clauses and file an amended agreement, they can refuse to accept such things; but you are not obligated to sign unless they are compensating you adequately for what you are giving up. Approach this as an equal; decide what _you_ are willing to put up with. Nobody on this forum can tell you what you can and cannot live with. Do figure out your BATNA…

The compensation part is actually really interesting. My particular industry is notorious for using really strongly worded non-competes. Those don't fly at all in California but they do fly in a fair number of other states. In Illinois there was a court ruling that stated that non-compete agreements are not enforceable unless a specific bonus is paid for signing the agreement. Continued employment (in that case of just under 2 years, after an acquisition) was not enough compensation.

So, if you are asked to sign one of these things either ask for some cash up front or hold in your back pocket that it's probably not enforceable (though it can certainly end in litigation which can be terrible for everyone involved).

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

#52

Post by fredkbloggs »

egocodedinsol wrote: post #10

Assuming you do get a 'reasonably priced' lawyer in this situation, how confident can you be in the answer? Put another way, if @ExhibitAClause2 were to end up in court how much would the outcome depend on the quality of lawyer arsenal at his disposal versus BigCo? I ask because there are countless scenarios when an attorney clears something and an expensive lawsuit still occurs, e.g. patent trolls.

Successfully suing a large corporation is effectively impossible in the United States, regardless of merit. Your only hope is that the case is so egregious that you get a modest settlement offer just to go away, along with the one-in-a-million chance that some superstar lawyer takes your case pro bono. Practically speaking, you will never make it into a courtroom because you will be broke years before the case reaches that point. So the reason to work with counsel before signing the contract is to understand what can be done to avoid the need for litigation later, and the likely consequences of each possible approach. Options may range from filling out the paperwork in a certain way to renegotiating terms to walking away from the acquirer's offer.

If you want non-legal advice, walk away. If you wanted to be working for BigCo, you could have joined up years ago. You didn't. Go find the next thing that's right for you instead.

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

#53

Post by pvg »

gkop wrote: post #50
pvg wrote: post #49

Earlier quoted context omitted.

Or, instead of that, they hand you a piece of paper where you get to list your inventions. Which is much simpler, less prone to misinterpretation and perhaps a reason why everyone does it that way.

Hehe, my point was that both qualifying language and an explicit list are not mutually incompatible; in fact we have both in my current assignment of inventions agreement.

Oh, I have no trouble believing that. It's certainly possible to write a more humane AoI. But the purpose of these is mostly to make sure that they don't matter, so I was hoping to reassure the OP that (with basic care) such agreements don't matter and that the 'get a lawyer' and 'this isn't how it is in the UK' pitchfork crowd is simply wrong.

If you have a nicer, professionally-vetted, less scary-sounding AoI, that's terrific. I'd encourage you to post it somewhere as a template.

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

#55

Post by retrogradeorbit »

Strike the clause. You are in a negotiation. They are going to structure the contract to be filled with things they'd love to have. Most people just sign. But there a clauses that are love-to-haves, but not must-haves. Maybe this is one of them. If it's one of the must-haves, they'll let you know by saying they cant accept the contract with that clause struck.

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

#56

Post by crdoconnor »

pvg wrote: post #49
gkop wrote: post #45

Earlier quoted context omitted.

Silhouette's point is that the good employers use language that qualifies the inventions to which they are entitled: on company time or equipment and relevant to the company's business, etc..

Or, instead of that, they hand you a piece of paper where you get to list your inventions. Which is much simpler, less prone to misinterpretation and perhaps a reason why everyone does it that way.

Perhaps instead of that, they should give you a list of inventions which they own and you sign that, and anything else that you come up with on your own time is yours.

It's ultimately about power. You rely upon the company for sustenance, it doesn't rely upon you. That manifests in contractual terms which are basically designed to give the company license to completely screw you.

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

#57

Post by crdoconnor »

pvg wrote: post #46
Silhouette wrote: post #41

Earlier quoted context omitted.

This sort of agreement is standard precisely because it gives both parties a way to protect themselves and delineate what belongs to whom. But it doesn't. What it does is make the employer win by default, even for things that have nothing to do with the job. Given the dramatic power imbalance that almost certainly exists between employer and employee anyway, this is the wrong way around. In fact, it's such a bad idea…

This is such a bad idea [...] I'm afraid this matches neither my experience and, I'm willing to bet, the experience of just about everyone who's worked in the field in the US in the last couple of decades. Again, I know nothing about how things work in the UK. In the US, this stuff is a formality akin to all the other formalities of an employment contract, say, your tax, 401k and health insurance forms.

"Just a formality" or "standard" is how 100% of abusive contractual terms are described.

The fact it is common (and, sadly, it is) does not mean it is right.

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

#58

Post by joshAg »

ExhibitAClause2 wrote: post #7
functional_test wrote: post #2

Find an employment attorney. Pay that person for an hour or two to read the contract for you. They will be able to offer much better advice than HN.

Whats the best way to go about finding one on short notice in a generic major city?

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 services that will help you find a lawyer with the right expertise: http://www.calbar.ca.gov/Public/LawyerReferralServicesLRS.as...

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

#59

Post by smutticus »

ExhibitAClause2 wrote: post #7
functional_test wrote: post #2

Find an employment attorney. Pay that person for an hour or two to read the contract for you. They will be able to offer much better advice than HN.

Whats the best way to go about finding one on short notice in a generic major city?

You might just try contacting the biggest union near you and asking. They typically know plenty of labor lawyers. It can't hurt.

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

#60

Post by crdoconnor »

Silhouette wrote: post #21
borski wrote: post #18

This is standard practice in most default employment contracts, including literally every single one I've signed as an employee. It's in our employer contract too, and we've all signed it. I usually include, as one of the disclosed items, something along the lines of "other open source or business ideas I may come up with or have come up with on personal time and while using personal, non-company, property." One of o…

This is standard practice in most default employment contracts Where I come from, it is also fairly standard practice for anyone who is any good at all to seek to amend such loaded terms before signing the contract. Just because it's in the default contract that the company lawyers wrote, that doesn't mean you have to actually accept it unchallenged.

Yeah, I've done this about 4 times now just with this one specific clause.

Companies keep giving me these contracts. I keep saying no. So far, no company has ever made their job offer contingent upon signing away every idea I come up with in the shower. The day that happens I will walk, though.

One thing I have noticed, though, is that it is a pretty reliable red flag, because it means one of two things:

* They don't read their own contracts (one employer actually seemed surprised when I read the clause back to him). Sign of incompetence.

* They are actually unreasonable people. Strong likelihood they will try to fuck you over in lots of ways.

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