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1. If you're in debt because of your startup, then when you get acquired you use that money to pay off your debts, and keep what's left over (after taxes, and a

1. If you're in debt because of your startup, then when you get acquired you use that money to pay off your debts, and keep what's left over (after taxes, and all). If you're deeply in debt, then it may occupy a large sum of your money. 2. When your VCs and board own most of the company, they have the right to fire the CEO regardless of his founder status. This can be avoided as long as you keep the majority of shares. Influence varies from VC to VC, but I'd say their influence is proportional to the amount of the company they own. They only take as much as you let them take. 3. Being bought out and/or burned is probably the top reason why founders leave or sell out. When you've been doing a startup for several years and you're ready to move on, and someone offers you a big fat check for your company, it's hard to turn it down unless you're really passionate about your startup and are still willing to push it forward yourself.

danshapiro 16y ago
"This can be avoided as long as you keep the majority of shares." This is wrong. A board can hire or fire as it chooses. Holding a majority of common shares can mean very little, as many founders have learned the hard way. Protective provisions and board seat election procedures can, for all intents and purposes, define who controls the company.
- trizk 16y ago
  Dan can you elaborate? If the board is company leaning with say 3 of 4 seats for the founders and 1 investor, how can a founder be fired unless in the unlikely scenario that the other two vote against him/her?
  - cperciva 16y ago
    His point is that owning a majority of the shares does not necessarily imply controlling a majority of the board seats.
    - dedward 16y ago
      Can you elaborate on why not? The board exists to run the company on behalf of the owners. If you are the clear majority owner (51% - heck, let's say 75%) - in what way can the board possibly be stacked against you unless you willfully let it?
      - danshapiro 16y ago
        A not-uncommon scenario for a post series-A board is a CEO, a cofounder, 2 VCs, and an independent. Any 3 board members can sack the CEO and hire a replacement. To add insult to injury, the CEO seat is often attached to the job, so the replacement gets the CEO seat, and now the sacked CEO and cofounder are left to bicker over one seat. The board composition is decided by the financing docs, and is one of many things you negotiate in the financing. You're right that you have to "let it" happen (ditto the protective provisions), but unless your round is highly competitive you will probably do that, as the alternative is not getting funded. Finally, note that the board exists to maximize shareholder value. The CEO's share holdings, majority or otherwise, do not mean s/he is the best person to create value for the company's shares. A board member is supposed to act for the best interests of the company as a whole, not for any one person or share class. As a side note, this sometimes leads to odd cases where someone - like a VC - will vote in favor of something as a board member, which is clearly in the best interest of the company as a whole, but then vote against it with their shares, which is their right and obligation to do, to maximize the value of their own investment. That could happen, for example, if an acquisition offer was in play that would not meet the VC's goals for the investment.
        SemanticFog 16y ago
        These definitely happen all the time. Another thing to watch out for is for unfilled seats that can change the board dynamic. If multiple parties have to agree on the board seat, then an intransigent investor can maintain an advantage by never approving any candidates. Don't put off filling these seats! Ideally, you should agree on a specific person before you sign the docs.
      - jack7890 16y ago
- deleted 16y ago
  [deleted]

danshapiro 16y ago

"This can be avoided as long as you keep the majority of shares." This is wrong. A board can hire or fire as it chooses. Holding a majority of common shares can mean very little, as many founders have learned the hard way. Protective provisions and board seat election procedures can, for all intents and purposes, define who controls the company.

trizk 16y ago
Dan can you elaborate? If the board is company leaning with say 3 of 4 seats for the founders and 1 investor, how can a founder be fired unless in the unlikely scenario that the other two vote against him/her?
- cperciva 16y ago
  His point is that owning a majority of the shares does not necessarily imply controlling a majority of the board seats.
  - dedward 16y ago
    Can you elaborate on why not? The board exists to run the company on behalf of the owners. If you are the clear majority owner (51% - heck, let's say 75%) - in what way can the board possibly be stacked against you unless you willfully let it?
    - danshapiro 16y ago
      A not-uncommon scenario for a post series-A board is a CEO, a cofounder, 2 VCs, and an independent. Any 3 board members can sack the CEO and hire a replacement. To add insult to injury, the CEO seat is often attached to the job, so the replacement gets the CEO seat, and now the sacked CEO and cofounder are left to bicker over one seat. The board composition is decided by the financing docs, and is one of many things you negotiate in the financing. You're right that you have to "let it" happen (ditto the protective provisions), but unless your round is highly competitive you will probably do that, as the alternative is not getting funded. Finally, note that the board exists to maximize shareholder value. The CEO's share holdings, majority or otherwise, do not mean s/he is the best person to create value for the company's shares. A board member is supposed to act for the best interests of the company as a whole, not for any one person or share class. As a side note, this sometimes leads to odd cases where someone - like a VC - will vote in favor of something as a board member, which is clearly in the best interest of the company as a whole, but then vote against it with their shares, which is their right and obligation to do, to maximize the value of their own investment. That could happen, for example, if an acquisition offer was in play that would not meet the VC's goals for the investment.
      - SemanticFog 16y ago
        These definitely happen all the time. Another thing to watch out for is for unfilled seats that can change the board dynamic. If multiple parties have to agree on the board seat, then an intransigent investor can maintain an advantage by never approving any candidates. Don't put off filling these seats! Ideally, you should agree on a specific person before you sign the docs.
    - jack7890 16y ago
deleted 16y ago
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