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Ask HN: Leaving as founder, what happens with equity?

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Re: Ask HN: Leaving as founder, what happens with equity?

#31
The vested equity clearly has value to both you and to them. You should not return it without compensation commensurate to that value. If they were serious about starting a new company, they would have done that already. They likely have not and (maybe) will not for several reasons. First, there's a lot of distraction and expense of going through that process (if they flush their idea again, do they start a new company again?). Second, there may be legal reasons they cannot start a new company: if they leave the old company, does that make you, as a shareholder, able to sue them via a non-compete clause or have other actions for remediation available to you?

As others have stated, given that you and they believe there is value in the equity you own and have earned, get an attorney on your side and find out what your options are to preserve that value. At a bare minimum, if the equity you have vested is considered so valuable to them that they are prepared to follow through with their threats of ditching the old company and starting a new one, that course of action has an $X,000 cost to them in legal, accouting, and opportunity costs. Therefore, it's in their best interest to offer you up to $X,000 to part with the equity you own.

Re: Ask HN: Leaving as founder, what happens with equity?

#32

So, you own part of a company as an investor now -- think of it in this context to transform your relationship into a positive one. If they can afford to buy your interest out for a reasonable sum, you might agree as a matter of courtesy. You should carefully engage an attorney to look at the by-laws of the company to verify you are protected as an investor. In some cases, holding onto shares of a company (LLC, for e…

Hi, would you please point me to a link that talk to the potential tax liabilities that you mention could happen in the LLC case. I have spent a lot of money because my lawyer and an investor's lawyer were arguing whether such liabilities exist or not. I walked away from the deal by then but I still want to know whether my lawyer was right. I would really appreciate more information.

Unlike C Corporations, LLCs are pass-through tax entities. This means profits and losses pass through to the individual members. [0]

[0] https://www.sba.gov/blogs/6-things-you-need-know-about-your-...

Re: Ask HN: Leaving as founder, what happens with equity?

#36
post #32

Earlier quoted context omitted.

Hi, would you please point me to a link that talk to the potential tax liabilities that you mention could happen in the LLC case. I have spent a lot of money because my lawyer and an investor's lawyer were arguing whether such liabilities exist or not. I walked away from the deal by then but I still want to know whether my lawyer was right. I would really appreciate more information.

Unlike C Corporations, LLCs are pass-through tax entities. This means profits and losses pass through to the individual members. [0] [0] https://www.sba.gov/blogs/6-things-you-need-know-about-your-...

Thanks a lot! .. and you would think a lawyer who charges $700 per hour should know that. Motherf*$&er!!

Re: Ask HN: Leaving as founder, what happens with equity?

#37
post #32

Earlier quoted context omitted.

Hi, would you please point me to a link that talk to the potential tax liabilities that you mention could happen in the LLC case. I have spent a lot of money because my lawyer and an investor's lawyer were arguing whether such liabilities exist or not. I walked away from the deal by then but I still want to know whether my lawyer was right. I would really appreciate more information.

Unlike C Corporations, LLCs are pass-through tax entities. This means profits and losses pass through to the individual members. [0] [0] https://www.sba.gov/blogs/6-things-you-need-know-about-your-...

This is not always correct. LLC can elect to be taxes as corporations.

Re: Ask HN: Leaving as founder, what happens with equity?

#38

I've been in this situation before and I returned the equity because I felt like there was still a lot of work to do. The company ended up selling for $3 million four years later, so I would have make some cash, but I still feel like I did the right thing because I wasn't leaving an angry situation, I felt like they didn't need my expertise after they pivoted. Ultimately I think reputation matters the most, but if yo…

> I've been in this situation before and I returned the equity because I felt like there was still a lot of work to do

Generally vested equity represents work done and unvested equity represents work still left to do. Did you guy just not do any vesting and award everyone's equity at the start?

Re: Ask HN: Leaving as founder, what happens with equity?

#39
post #14

Depends on how much was vested, and how much prior work was done, and how much of a hardass you want to be. You're under no legal obligation to return it, but you might want to in some scenarios. Let's say you had 2 co-founders and you all vested 33/33/33. I would personally feel unethical about keeping the equity if I left after 6 months. At that point, you're now free-riding on the remaining co-founder FUTURE work.…

>BUT if the equity vested was really for PAST work, as you imply here, then yeah, keep the equity.

isn't that the default? That's what a vesting schedule is for.

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