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This advice will almost certainly result in no deal and leave all parties worse off. Instead, I would have an open, honest conversation, listen from a place of

This advice will almost certainly result in no deal and leave all parties worse off. Instead, I would have an open, honest conversation, listen from a place of empathy and generosity and seek a compromise. The truth is, unless your cofounder has the right to terminate your employment, then continue working and try to create as much harmony as possible. Co-founder disputes are awful and usually result in the death of the company. But being aggressive will only speed up the Demise not prevent it, and if the company implodes that equity is worth nothing anyway.

fossuser 6y ago
I'm all for pragmatism and cooperation, but it sounded like the OP already tried that and the current state is the result. Yes, start with what you're suggesting but don't just accept getting used. Who's at fault matters here, if the cofounder is truly acting in the way suggested and is not willing to compromise then it's critical to get the other investor to see what they're doing. If that leads to the cofounder blowing up and the death of the company happening sooner rather than later so be it. If it turns out OP is actually not contributing anything then yeah, better to seek some sort of clean exit compromise. The details matter and how much leverage OP has matters. It's impossible to give good advice without knowing that in either direction. At a minimum the OP should get the one year cliff on exit.
_0ffh 6y ago
Well no, fuck them. If the choice is to get some crumbs of a cake I was vital in baking or to throw the whole cake, I'd throw it unless I was starving otherwise! It is not a good move to let someone get away with something like this. Also, it will mark you as a pushover in future endeavors with other people, should they get wind of what happened there. Do not let anyone get away with that kind of antisocial behavior, if you can help it, is my two cents.
- adamsea 6y ago
  Parent posters point is that the battle for control will end up being so toxic it will fuck the cake. Which seems like a valid concern.
  - tptacek 6y ago
    There's a worse outcome: the technical cofounder might be wrong, might actually be entitled to zero, might spend months and thousands of dollars fighting for something they're not entitled to legally, even if they are morally, and might end up in the hole.
    - mod 6y ago
      Given the upside, how can you not think it's worth the shot? As a pretty well- studied gambler, and given the limited information we have, I think you're right-- there a worse possible outcome. But it's 100% worth the shot.
  - piyushpr134 6y ago
    so be it. He either gets to eat the cake equally or no one does. Not the bastard who doesn't even know how to make the bloody cake
    - adamsea 6y ago
      How much in lawyers fees do you want to pay to fuck a cake? Point being, as others have said, it’s essentially a negotiation. Not a war. Plus, I guess if the guy really could fuck the cake that gives him leverage and a negotiating position. If he can’t, then it’s moot. And as other folks also pointed out further down, OP needs good legal advice and, to determine when the cost in time and money ends up being high enough and the probability of a lucrative outcome being low enough that it’s time to walk away. Knowing those things can help make good decisions.
      - piyushpr134 6y ago
        Sometimes it is not just about the money. Believe me you won't be able to sleep well after walking away from something I this. I would not want any techie to walk away something like this. You gotta fight for what is rightfully yours. This person created this valuable asset, giving his time and effort. The other person's effort to create it might be non zero but so are OP's and therefore, there is no reason why OP should walk away from it.
lostcolony 6y ago
No. The co-founder is not coming into this negotiation seeking an agreement amenable to all parties, but rather to get their way. They are a hard bargainer (in the sense that they are attempting to push the needle as much to their side as they can, rather than find something equitable). They are the person coming in to the yard sale, seeing the sign that says "$5", and saying "I'll give you 30 cents for it". You don't move the needle back by being kind and compassionate with those sorts of people. You move it back by using whatever leverage you have. We don't know what leverage the OP has, but his only defense is to use it to either trigger a real buyout, to get the other investor on his side, to risk tanking the company, to say "no" in the belief the co-founder won't tank the company in response, or some other option we're unaware of. In the same way you won't make headway trying to explain to that lowballer at the yard sale why $5 is more than fair, you won't make any headway trying to explain to someone who has come out of the gate with something so starkly unfair as the OP presents why their proposal is unfair. They know.
- laurex 6y ago
  I think there's a middle ground, and my thinking here is inspired by Chris Voss, that there's a good strategy in being both reasonable, calm, and resolute, as well as helping the other co-founder get to the decision. You don't need to be "aggressive," you need to be "the immovable nice person."
  - lostcolony 6y ago
    Nowhere did I say to be unreasonable, aggressive, or rude. Just that being kind and compassionate is not what you need to be. As you say, "an immovable wall", which is hardly kind or compassionate. By "nice", if you mean polite, of course. By "nice", if you mean kind and compassionate (reiterating those adjectives), no, unless you mean "polite" by those as well. "Helping the other co-founder get to the decision" is only going to be achieved with leverage given that it's clear they're not looking to find an equitable (hah!) solution. They're trying to get as much control and equity as possible. It may be the OP has no option but to accept it (keeping 3% and moving on). Or it may be the OP has better options. But the point is that the other party has made their intentions known. They haven't come to the negotiating table saying "This is what I want, how can I get you to agree", they've come to it with "This is what I want; accept it", and when provided what the OP wants in return, turned it down, rather than seeking some middle ground or otherwise budging.
Kalium 6y ago
> Instead, I would have an open, honest conversation, listen from a place of empathy and generosity and seek a compromise. What kind of compromise do you think is available that treats OP fairly that can be gained by performing empathy, compassion, generosity, and active listening? From the story told, it sounds like the poster might have tried that already.
Fire-Dragon-DoL 6y ago
No deal is better than a bad deal and a compromise is a bad deal for both parties. Cit. "Never Split the difference". Something important I learned over time. Sure, listen, but don't take a deal that doesn't make you happy.

fossuser 6y ago

I'm all for pragmatism and cooperation, but it sounded like the OP already tried that and the current state is the result. Yes, start with what you're suggesting but don't just accept getting used. Who's at fault matters here, if the cofounder is truly acting in the way suggested and is not willing to compromise then it's critical to get the other investor to see what they're doing. If that leads to the cofounder blowing up and the death of the company happening sooner rather than later so be it. If it turns out OP is actually not contributing anything then yeah, better to seek some sort of clean exit compromise. The details matter and how much leverage OP has matters. It's impossible to give good advice without knowing that in either direction. At a minimum the OP should get the one year cliff on exit.

_0ffh 6y ago

Well no, fuck them. If the choice is to get some crumbs of a cake I was vital in baking or to throw the whole cake, I'd throw it unless I was starving otherwise! It is not a good move to let someone get away with something like this. Also, it will mark you as a pushover in future endeavors with other people, should they get wind of what happened there. Do not let anyone get away with that kind of antisocial behavior, if you can help it, is my two cents.

adamsea 6y ago
Parent posters point is that the battle for control will end up being so toxic it will fuck the cake. Which seems like a valid concern.
- tptacek 6y ago
  There's a worse outcome: the technical cofounder might be wrong, might actually be entitled to zero, might spend months and thousands of dollars fighting for something they're not entitled to legally, even if they are morally, and might end up in the hole.
  - mod 6y ago
    Given the upside, how can you not think it's worth the shot? As a pretty well- studied gambler, and given the limited information we have, I think you're right-- there a worse possible outcome. But it's 100% worth the shot.
- piyushpr134 6y ago
  so be it. He either gets to eat the cake equally or no one does. Not the bastard who doesn't even know how to make the bloody cake
  - adamsea 6y ago
    How much in lawyers fees do you want to pay to fuck a cake? Point being, as others have said, it’s essentially a negotiation. Not a war. Plus, I guess if the guy really could fuck the cake that gives him leverage and a negotiating position. If he can’t, then it’s moot. And as other folks also pointed out further down, OP needs good legal advice and, to determine when the cost in time and money ends up being high enough and the probability of a lucrative outcome being low enough that it’s time to walk away. Knowing those things can help make good decisions.
    - piyushpr134 6y ago
      Sometimes it is not just about the money. Believe me you won't be able to sleep well after walking away from something I this. I would not want any techie to walk away something like this. You gotta fight for what is rightfully yours. This person created this valuable asset, giving his time and effort. The other person's effort to create it might be non zero but so are OP's and therefore, there is no reason why OP should walk away from it.

lostcolony 6y ago

No. The co-founder is not coming into this negotiation seeking an agreement amenable to all parties, but rather to get their way. They are a hard bargainer (in the sense that they are attempting to push the needle as much to their side as they can, rather than find something equitable). They are the person coming in to the yard sale, seeing the sign that says "$5", and saying "I'll give you 30 cents for it". You don't move the needle back by being kind and compassionate with those sorts of people. You move it back by using whatever leverage you have. We don't know what leverage the OP has, but his only defense is to use it to either trigger a real buyout, to get the other investor on his side, to risk tanking the company, to say "no" in the belief the co-founder won't tank the company in response, or some other option we're unaware of. In the same way you won't make headway trying to explain to that lowballer at the yard sale why $5 is more than fair, you won't make any headway trying to explain to someone who has come out of the gate with something so starkly unfair as the OP presents why their proposal is unfair. They know.

laurex 6y ago
I think there's a middle ground, and my thinking here is inspired by Chris Voss, that there's a good strategy in being both reasonable, calm, and resolute, as well as helping the other co-founder get to the decision. You don't need to be "aggressive," you need to be "the immovable nice person."
- lostcolony 6y ago
  Nowhere did I say to be unreasonable, aggressive, or rude. Just that being kind and compassionate is not what you need to be. As you say, "an immovable wall", which is hardly kind or compassionate. By "nice", if you mean polite, of course. By "nice", if you mean kind and compassionate (reiterating those adjectives), no, unless you mean "polite" by those as well. "Helping the other co-founder get to the decision" is only going to be achieved with leverage given that it's clear they're not looking to find an equitable (hah!) solution. They're trying to get as much control and equity as possible. It may be the OP has no option but to accept it (keeping 3% and moving on). Or it may be the OP has better options. But the point is that the other party has made their intentions known. They haven't come to the negotiating table saying "This is what I want, how can I get you to agree", they've come to it with "This is what I want; accept it", and when provided what the OP wants in return, turned it down, rather than seeking some middle ground or otherwise budging.

Kalium 6y ago

> Instead, I would have an open, honest conversation, listen from a place of empathy and generosity and seek a compromise. What kind of compromise do you think is available that treats OP fairly that can be gained by performing empathy, compassion, generosity, and active listening? From the story told, it sounds like the poster might have tried that already.

Fire-Dragon-DoL 6y ago

No deal is better than a bad deal and a compromise is a bad deal for both parties. Cit. "Never Split the difference". Something important I learned over time. Sure, listen, but don't take a deal that doesn't make you happy.