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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

#61

Post by Animats »

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 terms. Also, there are special legal provisions about requiring a new employment contract from existing employees.

I went through this years ago with a very big company, refused certain clauses, and after some huffing and puffing, they gave in. This was important, because I did work for a startup on the side and got stock.

[1] http://www.fr.com/files/Uploads/Documents/Dos-and-Don%27ts-o...

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

#62

Post by vacri »

retrogradeorbit wrote: post #55

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.

And talk to your colleagues - the more of you that strike a clause, the more political weight you'll have. Others may also not realise the issue in that clause.

I struck two clauses in my catch-all generic contract when I signed on here: no installing software on my own machine; and no installing free software. As a sysadmin hired to admin linux, these had to be struck or I couldn't do my job :)

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

#63

Post by vacri »

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.

Heh, the stuff I've been screwed on the hardest is stuff where the boss or the HR officer has said "it's just (standard|a formality|the norm)", despite not encountering those things in other workplaces.

Edit: I guess the moral of the story is that something being dismissed as 'standard' is a red flag to confirm that on your own time. Maybe it is a standard, but if that's the only explanation they're using, it's not good enough to stand on it's own.

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

#64

Post by pvg »

crdoconnor wrote: post #57
pvg wrote: post #46

Earlier quoted context omitted.

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.

I'm not entirely sure of your statistics but I'd urge you to consider that 'standard' and 'just a formality' is also how very nearly 100% of things that are actually standard and a formality are also described.

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

#66

Post by lostdog »

patio11 wrote: post #14

Are there any "uber for lawyers" services online c.f. Lawdingo (YC 13), which is Uber for lawyers. No relation; never pulled the trigger on actually using it. Incidentally, my last employment contract had a similar clause in it. After consulting with my bosses, who thought it was the usual boilerplate and didn't really expect a young engineer to have meaningful IP, we came up with a list which looked like: 1) Bingo C…

I tried #3. Company lawyers requested that I change it as it was holding up an acquisition.

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

#67

Post by chvid »

gaadd33 wrote: post #48
bgia wrote: post #35

Earlier quoted context omitted.

You're being biased by the climate in the US. A lot of union rep would give free legal advice to nonmembers, especially for small and common things such as clauses in employment contracts.

Would a union rep have a lot of experience with intellectual property agreements and their legal consequences? I would have guessed that most union reps consult lawyers when they finalize a contract and don't have the law background needed.

They have plenty of lawyers, highly specialised. And if you go to an IT-related union they are very used to dealing with IP issues.

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

#68

Post by blazespin »

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…

Lol, be advised this may cost you your job if you are serious and not bluffing. Get a good competing job offer before trying this. Or be willing to go unemployed (most engineers can risk this)

If you are serious, talk to your lawyer. Don't guess or negotiate randomly. In some states this boilerplate language is meaningless, in others not so much.

You could be a critical part of the acquisition, in which they bend. Or you could be a part of the product that was going to be redundant anyways and they will be glad of the excuse to let you go.

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

#69

Post by calibwam »

vacri wrote: post #62
retrogradeorbit wrote: post #55

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.

And talk to your colleagues - the more of you that strike a clause, the more political weight you'll have. Others may also not realise the issue in that clause. I struck two clauses in my catch-all generic contract when I signed on here: no installing software on my own machine; and no installing free software. As a sysadmin hired to admin linux, these had to be struck or I couldn't do my job :)

Maybe the colleagues should start working in some kind of organization? Then they could get real political weight.

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

#70

Post by vacri »

calibwam wrote: post #69
vacri wrote: post #62

Earlier quoted context omitted.

And talk to your colleagues - the more of you that strike a clause, the more political weight you'll have. Others may also not realise the issue in that clause. I struck two clauses in my catch-all generic contract when I signed on here: no installing software on my own machine; and no installing free software. As a sysadmin hired to admin linux, these had to be struck or I couldn't do my job :)

Maybe the colleagues should start working in some kind of organization? Then they could get real political weight.

Heh, the idea of unionising IT folks often gives me a chuckle.
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