Earlier quoted context omitted.
How does share dilution work? Does that mean issuing more shares? How does depreciating shares happen?
It's not a publicly traded company so the paper is worth exactly as much as the people who hold most of the paper decide it's worth. They need some sort of majority to vote to change the rules, and since the employees with unexercised shares control exactly 0.0 repeating percent of the company, you're going to lose that vote. It's a democracy where the wolves vote that the sheep will be dinner.
Boards are dangerous to founder/CEOs
231–240 of 339 posts
Re: Boards are dangerous to founder/CEOs
#232Earlier quoted context omitted.
Anyone know how Zuckerberg avoided the same thing happening to him? Bezos was a 30 year old with a decade of experience in finance, I assume he was quite savvy. But Zuckerberg was a teen.
Shawn Fanning
Re: Boards are dangerous to founder/CEOs
#233Earlier quoted context omitted.
Yeah somewhere around Series A and esp Series B chances are, unless the founders really lucked out (eg, equity funding that could have been a debt round due to insane profits), they'll have lost control
I don't think losing control after an A round is totally normal.
board: many co's give 1 board seat at Seed and another at A, so lose the board around B. but more negotiable, eg, seed investor gives seat to later investor .
So it seems normal: for most, somewhere between A + B, and except for outliers, by C.
Edit: VCs generally have an ownership target, say 15% as a lead, and less as a follower. So that adds up quickly.
Re: Boards are dangerous to founder/CEOs
#234Earlier quoted context omitted.
“A group experience takes place on a lower level of consciousness than the experience of an individual. This is due to the fact that, when many people gather together to share one common emotion, the total psyche emerging from the group is below the level of the individual psyche. If it is a very large group, the collective psyche will be more like the psyche of an animal, which is the reason why the ethical attitude…
I intensely dislike the cynicism of this and other similar statements. It's a truism of American culture that any group of people is somehow stupider, meaner, and more hurtful than any of its individual members. Yet our lived daily experience is that often our most rewarding, beneficial, and joyful experiences come when being a member of a group. I mean, we are a group right here and right now in this thread and I as…
Using the combined tone of a group of singers as a counterexample seems like quite a stretch. Again -- the original quote: "... the total psyche emerging from the group is below the level of the individual psyche." He talks specifically about the emerging psyche, not some arbitrary emergent property of a group.
Can you name one organization that became MORE ethical / smarter / nicer the larger it got?
Re: Boards are dangerous to founder/CEOs
#235Earlier quoted context omitted.
It's not a publicly traded company so the paper is worth exactly as much as the people who hold most of the paper decide it's worth. They need some sort of majority to vote to change the rules, and since the employees with unexercised shares control exactly 0.0 repeating percent of the company, you're going to lose that vote. It's a democracy where the wolves vote that the sheep will be dinner.
The board and officers still have a fiduciary duty to minority share holders. Even if they can vote the company is worth zero and issue 100x as many shares, a court can say the company wasn't worth zero and they need to compensate the former owner.
Re: Boards are dangerous to founder/CEOs
#236Boards are necessary too Are they? I've run my own company without a board for 9 years (bootstrapped) and several friends who were CEOs of funded companies had board-driven horror stories ranging from getting the boot to forcing dissolution of the company.
They're necessary if you want to take on funding. It's hard to imagine VCs agreeing to give you money without you agreeing to have a board. I'm sure there are rare exceptions, but they're just that: rare exceptions.
Forming a board is an investment from both sides. It takes a lot of work to be a director or even an observer. At the earliest stages (pre-A) VCs are much more willing to keep it informal and avoid the distraction.
Re: Boards are dangerous to founder/CEOs
#237Reading things like this and how common it is for investors to take over, I just wonder how it is possible that a young - and presumably naive - Mark Zuckerberg avoided the typical VC pitfalls and board guillotine / "CEO replaces themselves to help transition company to the next level" path? Was it just because Facebook's growth was so unprecedented they had no need to replace him? Or did he have a very good mentor o…
If the company makes money, there is very little reason to fire the CEO. In fact pretty much the opposite, there are probably CEOs that would deserve to be fired for multiple reasons, but because the company makes good money, the board won't care. The board is responsible towards the owners, if they actually fire a CEO of a performant company, they really have to show why it was in the best interest of the owner. All…
Wrangling that sort of power maneuver is the responsibility of the founder; that is if they wish to retain their control.
Re: Boards are dangerous to founder/CEOs
#238Earlier quoted context omitted.
> is it impossible to get VC levels of investment without giving away board seats? Microsoft, interestingly, was after the opposite. They took a rather nominal $1M VC funding to get someone knowledgeable on their board. Probably helped when it came time to IPO. They definitely didn't need the funding. VCs would love for the world to believe that their funding is necessary. But often that sort of rocket fuel is detrim…
> Microsoft, interestingly, was after the opposite Microsoft is like Marylin Monroe, or Michael Jackson or that person who lived to 123 years old. You'll never see a company like that ever again in your lifetime. They did what Standard Oil did, in perhaps an even cleaner and uncontroversial manner. Tons of talent and luck aligned in the exact right way for it to be the phenomenon it became.
Re: Boards are dangerous to founder/CEOs
#239Earlier quoted context omitted.
That is how it works. The board has the power to fire the CEO in all companies that I know of. (I suppose you might be able to write the bylaws so this isn't true but I'm not sure; a corporate lawyer would know.) The best you can do is to have an employment contract that regulates how the firing happens (ie. do you get severance, accelerated options, longer option exercise times, COBRA, etc. if you are fired without…
"The shareholders elect the Board which has the responsibility to hire and fire the CEO. The Board has the right and the responsibility to fire the CEO if they believe it is in the best interests of the company. If the shareholders don’t like the decision, they can call a special meeting of the shareholders to fire the Board and appoint new Directors. The new Board may re-hire the recently fired CEO. So the majority…
Actual text from a Voting Agreement:
"NOW, THEREFORE, the parties agree as follows:
1. Voting Provisions Regarding Board of Directors.
1.1 Board Composition. Each Stockholder agrees to vote, or cause to be voted, all securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock, Series A Preferred Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise (“Shares”) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, the following persons shall be elected to the Board:
(a) For so long as there remain outstanding not less than 200,000 shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock), one (1) individual designated by the holders of a majority of the shares of Series A Preferred Stock then outstanding, which individual shall initially be Jerry Neumann (such director being the director defined as the Series A Directors in the Restated Certificate); and
(b) Two (2) individuals designated by the Key Holders who are at such time providing services to the Company as an officer, director, employee, consultant or advisor holding a majority of the Shares then held by such Key Holders (each such director being one of the directors defined as a Common Director in the Restated Certificate);"
etc. etc.
Re: Boards are dangerous to founder/CEOs
#240Earlier quoted context omitted.
>They don't have to value the company at $0 to fuck you over once you're gone. The current board can depreciate all of the shares by 50% and then issue themselves twice their original shares so they break even. Mark Zuckerberg tried a variation of that game to cut out Eduardo Saverin's shares when they changed the company from a Florida LLC to a Delaware Inc. Well, Saverin sued and Facebook lost that lawsuit; they se…
Anyone know how Zuckerberg avoided the same thing happening to him? Bezos was a 30 year old with a decade of experience in finance, I assume he was quite savvy. But Zuckerberg was a teen.