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Does anybody know if employees will end up actually making any money from this massive acquisition, or if yet again board and investors found a way through some
by deanmoriarty 7y ago
Does anybody know if employees will end up actually making any money from this massive acquisition, or if yet again board and investors found a way through some shenanigans to distribute all the wealth just to themselves?
EDIT: I'm being downvoted, but I've been increasingly hearing a shady Silicon Valley practice where, upon successful acquisition, the board will vote to emit a large number of new shares (think 5-10X the total pool), which will be redistributed just among execs and investors. So, if you are an employee who held on to your 0.1% (which, on 1B, might be worth 1M), you might find out that after the acquisition you are going to be diluted maybe to 0.01%. And this is after all the other "healthy" dilutions that have happened to the company over the years, as part of their financing rounds.
- joschmo 7y agoYou are being downvoted because there's no evidence to corroborate what you are saying. Just edit with a link to articles/proof if your statements can be substantiated.
- echelon 7y agoIs there anything an early startup employee can do to safeguard against this? Is the only viable exit for a non-C-suite going public? Can options be traded / liquidated legally outside of the stock market?
- deanmoriarty 7y agoYou could try to sell them on a secondary market if your company allows you to (it's clearly written in your stock option agreement). That of course assumes that there is a market in the first place. You can certainly look for major red flags (e.g. weird clawback clauses in the contract, ...) but at the end of the day, even if the contract is completely clean and the acquisition is a success, the value of your equity will mostly depend on whether the board and investors will decide to screw you or not.
- joes223 7y agoBut realistically, can an employee get 2-3% of preferreds to secure his share? Assuming he's valuable enough to negotiate this much.
- deleted 7y ago[deleted]
- vageli 7y ago> Is there anything an early startup employee can do to safeguard against this? Is the only viable exit for a non-C-suite going public? > Can options be traded / liquidated legally outside of the stock market? There are secondary markets but many options have provisions forbidding unauthorized trading.
- ummonk 7y agoShareholder lawsuit.
- staticautomatic 7y agoIf this actually happens I am surprised to have not come across a lawsuit about it.
- lumost 7y agoLawsuits are partially prevented by not disclosing the cap table. The majority of startups I've seen will just say "here are 150k options; trust us, they're worth $1 at the close of our last round". why join a startup that doesn't disclose the cap table based on options when you can join a public company that will typically give you a larger and liquid grant?
- Trias11 7y agoEven if they disclose cap table upon hiring (which i agree likely they won't) - they are not obligated to keep doing that. So 1-2 yrs down the road - the picture will quietly deviate away from employee's rosy dreams and harsh reality will become visible upon (low probability) exit.
- lumost 7y agoAye this is a fair point, but ultimately it's self defeating for the employer as their comp model is selecting for employees with irrational hope or those whose market value is comparable to salary only comp. The startups greatest asset in hiring has always been the ability to create outsized reward for employees who will accept higher risk. It doesn't make economic sense for public companies to be capable of matching or exceeding startup equity comp on successful exits.
- staticautomatic 7y agoI partly agree with you but this is a separate issue. Whether or not the cap table is known is unrelated to the legality of deliberately driving all common holders to (or near) zero in the way described by the parent comment.
- lumost 7y ago
- mlyle 7y agoA citation for a decent source about this would be appreciated. In general, this would be a breach of the board's fiduciary duty to all shareholders. There may be terms on past financings that ensure a minimum return for investors before common gets paid, but that's different.
- 8ytecoder 7y agoSorry but that’s horseshit. First of all investors hold priority shares and there are many ways to structure a deal where employees get nothing. I went through one. The deal was classified an asset sale and the proceeds went to only the priority shareholders.
- christophilus 7y agoIf employees have shares, they are shareholders. At any rate, it is neglect of fiduciary duty if you dilute shares without simultaneously producing enough value that the share price will increase proportionally.
- otterley 7y agoDo you have a legal citation for that?
- mlyle 7y agoHis statement is an overreach, but the point is: you can't just dilute a given shareholder class for the benefit of others willy-nilly.
- otterley 7y agoOverreach with respect to legal conclusions is par for the course at HN, it seems...
- rficcaglia 7y agoYou can with lawyers. Just saw it happen first hand. It is amazing what cap table engineering can be done with a few 100K in lawyer fees and a devious board member or two.
- deleted 7y ago[deleted]
- js2 7y agoI have friends at this company. I’ve worked previously with the founders. The employees will do alright.
- deanmoriarty 7y agoThanks, happy for them.
- mevg9812 7y agoJust curious, what are the examples of these deals?
- paxys 7y agoAny real examples of this practice that you know of? "I have heard XYZ" is pretty much all bullshit.
- deanmoriarty 7y agoI understand your concerns, but I can't provide an exact citation, and you are free to not believe a word of what I'm saying. All I can say is that this practice has been explicitly described to me by several execs and investors in San Francisco (in my previous life I was a heavy startup guy). One investor, from one of the top 5 VC firms in the valley, told me that this is how they dilute early employees who left the company after vesting significant equity: in many cases the acquiring company would be pissed at having to pay millions of dollars to people who are not going to effectively bring any value to them anymore, so they redistribute the equity among key employees and execs, by voting a new very large emission of common stocks, and redistributing it with grants having very short-lived vesting cycles (typically 12 months), naturally excluding non-key people.
- mlyle 7y agoYou might be thinking of a recapitalization. If you have done multiple rounds of investment already, and need to raise more capital... and the cap sheet is "dirty"-- having non-involved investors, major blocks of shares for employees that are no longer there and were involved on past projects, etc... It can become difficult for a new investor to invest, particularly if the company is otherwise troubled. After all, the investor wants to make sure there's enough upside for A) them, B) key executives, and C) new employees hired/the incentive option pool. They also do not want to be 6th in line, or whatever, for liquidity preferences. So they may demand that the capital structure of the company change. Management / the board are generally obligated by fiduciary duty to not recapitalize if there's any reasonable option to protect existing shareholders. But if the only way you're getting a fundraise done is with a recap, it happens-- after all it is still looking out for existing common shareholders in getting them something instead of nothing.
- deanmoriarty 7y ago
- skadamat 7y agoI think you're talking about liquidation preferences: http://stockoptioncounsel.com/blog/negotiating-equity-what-is-the-total-preference/2014/2/13 http://stockoptioncounsel.com/blog/negotiating-equity-what-i... For founders: There's many reasons why this happens, but one of them is the negotiating power of the founders & drivers of the company. If you're desperate for cash to stay around and nobody will give it to you, you may have to take a worse deal (award preferred shares that guarantee first portion of any future windfall to holders of the shares). To guard against this, as a founder you need to steer the company so they have the right negotiating position (so you can get future investors as close to the same liquidation preferences as you). For potential employees: This is trickier, since you almost never have the full picture of the cap table and financial situation of the company you're considering joining. There are probably some telltale signs to look for: - startup has raised lots of $ quickly but hasn't scaled up revenue nearly as quickly - startup is being very secretive about the size of the options pool ("we're excited to offer you 10,000 shares at 0.00001 price!" .. "How many total shares are there? What's the denominator?" .. "We can't tell you!") - you could always ask the founders (if the startup is small enough) out right about their philosophy & vision for fundraising This is just based on my limited experience, hearsay, what I've read online, etc. Take it all with a grain of salt!
- deanmoriarty 7y agoAll you are saying is very much correct, but it is not what I'm talking about. In the situation I'm referring to, the terms were always clean, in other words: - 1x liquidation preferences for all rounds - Non-participating preferred stocks - The company sold at a valuation significantly higher than its last valuation and they still had a boatload of cash in the bank, so they strictly sold from a position of power Another HN user just commented down below adding more info to the shady practices I'm talking about, giving them the proper names: recapitalization and carve-out.
- jammygit 7y agoIn SuS, YC recommends disclosing to employees both the number of shares they will receive, and the percent of shares. If a company refused to give the denominator, I'd refuse to accept them and ask for a 5k raise instead. Does anyone take employee equity seriously anymore? Its expected value is so, so low
- mathattack 7y agoI don’t have any inside information but according to Crunchbase SignalFX took in 178mm in investor money. This sale was approximately 6X that amount, so the investors cleared any liquidation hurdles and the common stock employees should be made whole. At that point it’s just a matter of how generous the founders were, and how diluted the stock got over time. If some owned a tenth of a percent at the start and got diluted halfway in subsequent findings, they walk away with 500K.
- Trias11 7y agoWe don't know liquidation preferences, multipliers, etc. That said Splunk is generally deal with nice entities, not the ones who make their way up by screwing people around. So hopefully these execs are a good bunch too.
- mathattack 7y agoThere could be shady things but liquidation preferences aren’t ever 6x. More likely that the founders just kept most of the equity themselves.
- andrew_n 7y agoYup, this is very common. Exact numbers are pretty confidential. Ballpark numbers from something a few years ago: tech company sold for $400+ million. CEO got $10 million, head of sales $5 million, CTO $1 million, middle managers $20k, and regular employees $5k. VCs got everything else. Seemed pretty standard from what I could tell. Not a new practice at all; first heard of this happening to a friend about 15 years ago, his share class was revalued to zero at the same time as the acquisition of the startup he worked for. And this goes back even further: https://web.archive.org/web/20050208022306/http://www.suck.com/daily/96/09/06/ https://web.archive.org/web/20050208022306/http://www.suck.c...
- morcutt 7y agoI've heard of this happening in Austin with one firm specifically. For the most part, they have a bad rep around town.
- sjg007 7y agoYes. Depends on liquidation preferences. If a company is not “crushing it” and sells then investors get back their money before anyone else. Carve outs for execs and some principals may also happen to integrate an acquisition
- windexh8er 7y agoI was part of a smaller acquisition Splunk made. My existing options at the original company were worthless at the time the deal closed. Instead Splunk and our management agreed to pay us out in cash that was lower than the value of what Splunk paid. In turn Splunk slapped on the golden handcuffs for those they wanted to keep and bumped up our salaries and threw the standard four year vesting RSUs at us with everyone starting at day 0. The rumor was our founder took the lion's share of cash on acquisition. Once I was in Splunk it was, unfortunately, what I feared. Beyond a lot of mediocre mid-level management and everyone calling themselves rockstars I asked about how a specific prior acquisition had gone. Most Splunkers were pretty candid about how poorly that had gone (it was their UBA acquisition, I was part of the SOAR acquisition). I saw the writing on the wall within a few months and left money on the table. It just wasn't worth it to me to stick around as I had been in a similar size Valley security company that was equally as bad. It's unfortunate this is what the landscape has become. On one hand I'm happy for the SignalFX founders to have made it and hit pay dirt. But everyone else... Yeah, they're all going to get swindled on the deal. Sure you'll make some money but not nearly as much as a select few and even then there's a good chance anyone who tries out Splunk internally runs into the same wall myself and a bunch of my peers did. Splunk, Palo Alto Networks, IBM... They're all are done innovating. These companies buy relevancy and then are proud of their accompliments in changing the world. Or that's what they tell their prospects, customers and themselves. So much great technology and brain power are getting locked up in these non-R&D companies who are at a stage of run rate revenue but still think they're a startup that will continue to pull 50% growth YoY. It's absurd. Splunk isn't good at acquisitions. I've seen it first hand. I'd never go back there willingly. I hope the SignalFX crew ends up better. But at the end of the day you're working at Splunk.
- Trias11 7y agoWell you got RSUs at Splunk + salary bump which is like ok deal? Granted - your payout at acquisition didn’t work to your expectations - and it’s typical in SV - but after dust settled you been offered something not that bad in a company that is really not a lagger after all...
- Narkov 7y ago
- rficcaglia 7y agoYes shady shenanigans happen. First hand experience. You should be upvoted.
- throwaway20x 7y agoThe favoured few probably will, but it’s all incredibly shady and a big popularity contest. A full recap like you describe would be risky legally, but there are lots of ways to make sure money flows to the right hands. The equity isn’t worth the paper it’s written on.
- docker_up 7y agoI worked at a YC startup. I was employee #35-40, the company got bought out, I made about $80k from my options over 4 years, two cofounders probably made at least $50M each. Overall, it wasn't worth it. To make life changing amount, you need to join a company where the market cap goes to $10B+, but even then a Google employee probably would make more overall and with greater reliability than most startups.
- broknbottle 7y agoso you're telling me there's a chance ;) https://www.youtube.com/watch?v=KX5jNnDMfxA https://www.youtube.com/watch?v=KX5jNnDMfxA
- repomies691 7y ago> To make life changing amount, you need to join a company where the market cap goes to $10B+, but even then a Google employee probably would make more overall and with greater reliability than most startups. Btw, have to take in to account that it is also about where you can actually get in. It can be quite difficult (sometimes) to get a position at Google. Startup jobs are often easy to get if you are in the right place at the right time.
- navigatesol 7y ago>I'm being downvoted, but I've been increasingly hearing a shady Silicon Valley practice where... Well, many posters here are too smart too fall for that, and don't like to see people talking ill of their VC overlords (who will make them rich, of course). Can't risk the spigot being closed off! I, for one, am happy to see tech employees standing up to these companies and money-men, even when I don't agree with the politics.
- thatsnotmepls 7y agoHow can a post be downvoted here in HN? Thought only upvotes were possible.