Live data from Hacker News

Ask HN: How to leave a startup when you own a third of it?

news.ycombinator.com

81–90 of 162 posts

Re: Ask HN: How to leave a startup when you own a third of it?

#81
post #14

It sounds like you own a contractually agreed upon amount of shares. Since it's not an employment contract but ownership you can just walk away and keep all your shares until you or the company dies. If they want you out they can buy your shares. But otherwise there is no problem with keeping the shares and walking away. Before I had to fight for my legal rights a few times I always considered agreement more importan…

No problem? If the company dies because 1/3 of the cap table is dead, that's a problem.

Re: Ask HN: How to leave a startup when you own a third of it?

#82
post #55

Industry standard is 4 years vesting with a 1 year cliff. You are vesting, right? You should own 8.25% at a year and then 0.6875% for each month after that. Sometimes there are differences because different founders contributed different amounts. For example, this schedule wouldn't be fair if one of you had a side job. Ultimately, it won't really matter. If they think you have too much ownership, they can issue thems…

Doesn't apply to cofounders, only to initial hires...

Actually, it's standard for founders to have a vesting schedule, too.

Re: Ask HN: How to leave a startup when you own a third of it?

#83
post #50
post #44

Earlier quoted context omitted.

Next time start with vesting (which a lot of people are mentioning) so that the other founders continue to earn shares and dilute the departed co-founder's stake over time. Ideally, founder ownership in the company is compensation in lieu of (or in addition to a meager) salary. The founders who stay on board might try to dilute the departed co-founder's stake to nothing. Mark Zuckerberg did this to Eduardo Saverin. A…

Thanks! I am looking for a boilerplate / template for startup legal documents, intended to be taken to a lawyer for finalization as a part of getting the ball rolling. Something that included vesting + protection from dilution would have been useful here.

"protection against dilution" (beyond what the law already provides for minority shareholders) for founders/common shareholders is not standard, so you'll have a hard time finding a template for it.

Re: Ask HN: How to leave a startup when you own a third of it?

#84
We're only getting your side and have no info about the history product team so it's tough to say. If you helped build product, there is traction or enough for for validation and the company has some actual deliverables; then you should ask for what you think is fair.

Either way; I would start somewhere around what your salary was (or a completive salary) and then add a bit for risk.

I would try and meet in the middle with equity or an earn out but people have different opinions. Maybe convert to debt; really depends what the company is worth, what you want and what the other 2 want...And what any legal forms / obligations are

Re: Ask HN: How to leave a startup when you own a third of it?

#85
post #54

> raise 500K for 25% This puts the company at a valuation of 2M After that you would have 1/3 of 75% of 2M, that is, 495k You can base your "how much" answers on the above calculation (and previous money raised) If you really don't want to be a part of it anymore, propose them to pay you in installments (depends on the company cash flow)

Common vs. Preferred stock. Divide your result by a factor of 5 or 10.

This. It's kind of surprising how many people in this discussion are equating the value of common and preferred shares!

Re: Ask HN: How to leave a startup when you own a third of it?

#86
post #82
post #55

Earlier quoted context omitted.

Doesn't apply to cofounders, only to initial hires...

Actually, it's standard for founders to have a vesting schedule, too.

While this might be pertaining to cofounders as well, it's not a rule, whereas it is a rule for first hires. Cofounders can have completely different means to resolve conflicts/departures etc. specified in operating agreements, such as arbitrations etc.

Re: Ask HN: How to leave a startup when you own a third of it?

#87

Earlier quoted context omitted.

Investors will not see his 10% ownership as a red flag any more than they will see a non participating investor owning 25% of the business as a red flag. In this case, he/she delivered 18 months of value that led to a 1.5mm pre money val. The most fair option is already mentioned - to maintain your 33% that makes all three of the founders equal as of today, and then allocate a new share allotment to dilute you out ov…

If i was an investor, i'd see it as a red flag indeed. I'd think: 'so this guy left the boat being a founder, giving up most of his share, so probably he knows that the company is going to tank and don't want to waste his time anymore, and he definitely knows a lot more about it than i could potentially know being an outside guy'.

Good thing you're not an investor then, yeah?

Re: Ask HN: How to leave a startup when you own a third of it?

#88
post #50

Earlier quoted context omitted.

Thanks! I am looking for a boilerplate / template for startup legal documents, intended to be taken to a lawyer for finalization as a part of getting the ball rolling. Something that included vesting + protection from dilution would have been useful here.

"protection against dilution" (beyond what the law already provides for minority shareholders) for founders/common shareholders is not standard, so you'll have a hard time finding a template for it.

Perhaps this is an opportunity then. I looked in YC's Startup Documents and didn't see anything at all related to legal agreements between cofounders; maybe they will put something together someday.

The only protection from dilution I saw mentioned in this thread isn't doing so well (gray at this point):

https://news.ycombinator.com/item?id=14357964

an agreement from the company that neither of the remaining founders can receive additional shares for 2 years [...] is a pretty effective way to protect against dilution

Re: Ask HN: How to leave a startup when you own a third of it?

#89

Earlier quoted context omitted.

Investors will not see his 10% ownership as a red flag any more than they will see a non participating investor owning 25% of the business as a red flag. In this case, he/she delivered 18 months of value that led to a 1.5mm pre money val. The most fair option is already mentioned - to maintain your 33% that makes all three of the founders equal as of today, and then allocate a new share allotment to dilute you out ov…

If i was an investor, i'd see it as a red flag indeed. I'd think: 'so this guy left the boat being a founder, giving up most of his share, so probably he knows that the company is going to tank and don't want to waste his time anymore, and he definitely knows a lot more about it than i could potentially know being an outside guy'.

Or you might think that he got in over his head and decided to step aside and let the other guys manage the business.

Re: Ask HN: How to leave a startup when you own a third of it?

#90
post #86
post #82

Earlier quoted context omitted.

Actually, it's standard for founders to have a vesting schedule, too.

While this might be pertaining to cofounders as well, it's not a rule, whereas it is a rule for first hires. Cofounders can have completely different means to resolve conflicts/departures etc. specified in operating agreements, such as arbitrations etc.

All of the investors I've ever talked to preferred founder vesting over anything else. Maybe we run in different investor circles.
Post reply on HN