5 ms·

https://books.google.com/books?id=3lGCCwAAQBAJ&pg=PT810&lpg=PT810&dq=waiver+of+statutory+information+rights+valid&source=bl&ots=pM7EWWbZtP&sig=i1crQALhkvbQL_yQt

https://books.google.com/books?id=3lGCCwAAQBAJ&pg=PT810&lpg=PT810&dq=waiver+of+statutory+information+rights+valid&source=bl&ots=pM7EWWbZtP&sig=i1crQALhkvbQL_yQtWaPVlFzAdE&hl=en&sa=X&ved=0ahUKEwji7rWFrPPMAhVDQ1IKHXvpC7EQ6AEIOzAF#v=onepage&q=waiver%20of%20statutory%20information%20rights%20valid&f=false https://books.google.com/books?id=3lGCCwAAQBAJ&pg=PT810&lpg=...

toomuchtodo 10y ago
Thank you so much. I appreciate that you took the time to find this and reply to me. TL;DR A stockholder's right to inspect under Section 220 ~may only~ might only be able to be removed via statute. EDIT: Edited to reflect IANAL and the statute might be up for interpretation.
- hundt 10y ago
  FWIW, although I am not a lawyer, I do not read that the same way you do, to say that the waiver is unenforceable. Rather, it says that the corporation cannot unilaterally take away the right of inspection. That does not mean you cannot give up the right in exchange for something. In fact it strongly implies that you can as long as the waiver is "clearly and affirmatively expressed."
  - toomuchtodo 10y ago
    Good call. I guess I'll need to exercise a share, serve an affidavit, and have it tested in court.
  - hiram112 10y ago
    'Clearly and affirmatively expressed' meaning in terse legalese, 6 point font, on page 16, section 2, sub section iii of document #8 of your HR welcome package.
  - btown 10y ago
    Could the option grant itself be consideration for the waiver? IANAL.
- DannyBee 10y ago
  "Thank you so much. I appreciate that you took the time to find this and reply to me." Happy to help. This stuff gets super-complicated quickly. My understanding, and this comes mainly from passing conversations with other lawyers, is that it's a grey area. If they expressed a waiver clearly and expressly, as it appears here, they may have a good case that you have no inspection rights. There is also the question of whether you have to expressly consent or not, or if, after the fact, they handed you something that said "oh, by the way, congrats on waiving your rights"
chiph 10y ago
This seems to say that only persons holding shares can make a request under section 220. So if you aren't vested in any of your shares, you aren't holding any, and therefore can't make this request? IANAL (obviously).
- deleted 10y ago
  [deleted]
- PhantomGremlin 10y ago
  There's a difference between unvested shares and options. For unvested shares, you buy the shares and pay for them immediately, but the company has the right to buy them back at cost if you leave before a certain duration of employment (which is when you "vest"). For options "you aren't holding any", you don't own any shares until you exercise your options. Clearly this is an area in which an attorney would be helpful. IANAL.
  - eru 10y ago
    > For unvested shares, you buy the shares and pay for them immediately, but the company has the right to buy them back at cost if you leave before a certain duration of employment (which is when you "vest"). I guess what we have at Google is different. I don't give them any money, and the shares vest over time. (Might be just a misuse of terminology to use `vest' here?)
    - hkmurakami 10y ago
      You were given a certain number of GOOG shares that vest over a 4 year period. That is your vesting schedule. You typically do not "buy" your RSUs as an employee. They are granted to you and thus are subject to ordinary income tax. A company's founding team will "buy" the RSUs as part of the initial capitalization of the company. Young companies may have RSU sales to employees rather than a grant (one could argue that this is a small financial optimization). If you left after 2 years, you would only receive half this amount even though you were "given" these shares when you joined. On the books, you are listed as holding all those shares. For example, since you are a RSU holder, you have the right to make an 83b election, though at such a mature company most of the tax benefits would be suspect. As a RSU holder, you have full rights of being a shareholder, even for the shares that have not vested yet (this is why startup founders will have voting power from Day 1 even though 0% of their stock has vested yet). That being said you hold GOOG shares and not GOOGL shares (the latter has voting rights) so for all intent and purposes what you describe is accurate for what you see on the surface, despite the underlayers being more subtle.

toomuchtodo 10y ago

Thank you so much. I appreciate that you took the time to find this and reply to me. TL;DR A stockholder's right to inspect under Section 220 ~may only~ might only be able to be removed via statute. EDIT: Edited to reflect IANAL and the statute might be up for interpretation.

hundt 10y ago
FWIW, although I am not a lawyer, I do not read that the same way you do, to say that the waiver is unenforceable. Rather, it says that the corporation cannot unilaterally take away the right of inspection. That does not mean you cannot give up the right in exchange for something. In fact it strongly implies that you can as long as the waiver is "clearly and affirmatively expressed."
- toomuchtodo 10y ago
  Good call. I guess I'll need to exercise a share, serve an affidavit, and have it tested in court.
- hiram112 10y ago
  'Clearly and affirmatively expressed' meaning in terse legalese, 6 point font, on page 16, section 2, sub section iii of document #8 of your HR welcome package.
- btown 10y ago
  Could the option grant itself be consideration for the waiver? IANAL.
DannyBee 10y ago
"Thank you so much. I appreciate that you took the time to find this and reply to me." Happy to help. This stuff gets super-complicated quickly. My understanding, and this comes mainly from passing conversations with other lawyers, is that it's a grey area. If they expressed a waiver clearly and expressly, as it appears here, they may have a good case that you have no inspection rights. There is also the question of whether you have to expressly consent or not, or if, after the fact, they handed you something that said "oh, by the way, congrats on waiving your rights"

chiph 10y ago

This seems to say that only persons holding shares can make a request under section 220. So if you aren't vested in any of your shares, you aren't holding any, and therefore can't make this request? IANAL (obviously).

deleted 10y ago
[deleted]
PhantomGremlin 10y ago
There's a difference between unvested shares and options. For unvested shares, you buy the shares and pay for them immediately, but the company has the right to buy them back at cost if you leave before a certain duration of employment (which is when you "vest"). For options "you aren't holding any", you don't own any shares until you exercise your options. Clearly this is an area in which an attorney would be helpful. IANAL.
- eru 10y ago
  > For unvested shares, you buy the shares and pay for them immediately, but the company has the right to buy them back at cost if you leave before a certain duration of employment (which is when you "vest"). I guess what we have at Google is different. I don't give them any money, and the shares vest over time. (Might be just a misuse of terminology to use `vest' here?)
  - hkmurakami 10y ago
    You were given a certain number of GOOG shares that vest over a 4 year period. That is your vesting schedule. You typically do not "buy" your RSUs as an employee. They are granted to you and thus are subject to ordinary income tax. A company's founding team will "buy" the RSUs as part of the initial capitalization of the company. Young companies may have RSU sales to employees rather than a grant (one could argue that this is a small financial optimization). If you left after 2 years, you would only receive half this amount even though you were "given" these shares when you joined. On the books, you are listed as holding all those shares. For example, since you are a RSU holder, you have the right to make an 83b election, though at such a mature company most of the tax benefits would be suspect. As a RSU holder, you have full rights of being a shareholder, even for the shares that have not vested yet (this is why startup founders will have voting power from Day 1 even though 0% of their stock has vested yet). That being said you hold GOOG shares and not GOOGL shares (the latter has voting rights) so for all intent and purposes what you describe is accurate for what you see on the surface, despite the underlayers being more subtle.