4 ms·

How does share dilution work? Does that mean issuing more shares? How does depreciating shares happen?

hinkley 5y ago
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.
- gnopgnip 5y ago
  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.
  - ganeumann 5y ago
    While this is theoretically true, I think you would be hard-pressed to find an example of someone suing and winning.
    - jacquesm 5y ago
      I know of several such cases, but it's costly, and usually a good idea to decide whether or not you want to pursue something like this involves the cost (and stress) of a lawsuit over an extended period of time, and to ensure that that is outweighed by the upside of winning the case.
    - MagnumOpus 5y ago
      Hard pressed? Ed Saverin is a very well known case. He sued Facebook after his co-founder Zuckerberg diluted him out and settled for multiple billions. But then, it was a unusually straightforward case because Zucks put his malicious intentions in writing.
- throwawaythekey 5y ago
  Employees with full (exercised and vested) shares at my company don't have any voting power until after an exit event. The paperwork these days is truly ridiculous.
- mleonhard 5y ago
  Could an employee union balance out the power of the board? They could attend board meetings and veto deals that harm the employees via strike or mass resignation.
  - anamax 5y ago
    Unions don't necessarily get board observer status, let alone board seats, AKA a board vote. Having a board vote isn't the same has having a veto over every possible decision.
    - mleonhard 5y ago
      You seem to be replying to a different comment. > Having a board vote isn't the same has having a veto over every possible decision. My comment did not imply that a board vote grants veto power. I suggested that the union could "veto deals ... via strike or mass resignation". This means that the union decides on a maximum dilution and agrees to strike or resign if the board makes a deal that dilutes employee positions more than the maximum. > Unions don't necessarily get board observer status, let alone board seats, AKA a board vote. My comment did not mention anything about board seats. The board would grant the union permission to attend board meetings, lest the board inadvertently trigger a strike or mass resignation. Next time, please read the comment carefully before replying.
      - anamax 5y ago
        Take that up with the person who wrote "[The union] could attend board meetings and veto deals that harm the employees via strike or mass resignation." Board meetings are for board members, so I gave that person the benefit of the doubt. My mistake.
        deleted 5y ago
        [deleted]
        mleonhard 5y ago
        You seem to be attacking the weakest part of my idea and ignoring the strongest parts. Apparently, there is a new word for this: dunking [0]. Please stop. Your replies go against the guidelines [1]: > Be kind. Don't be snarky. Have curious conversation; don't cross-examine. > Please respond to the strongest plausible interpretation of what someone says, not a weaker one that's easier to criticize. Assume good faith. > Please don't post shallow dismissals, especially of other people's work. A good critical comment teaches us something. [0] https://news.ycombinator.com/item?id=29352131 https://news.ycombinator.com/item?id=29352131 [1] https://news.ycombinator.com/newsguidelines.html https://news.ycombinator.com/newsguidelines.html

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.

gnopgnip 5y ago
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.
- ganeumann 5y ago
  While this is theoretically true, I think you would be hard-pressed to find an example of someone suing and winning.
  - jacquesm 5y ago
    I know of several such cases, but it's costly, and usually a good idea to decide whether or not you want to pursue something like this involves the cost (and stress) of a lawsuit over an extended period of time, and to ensure that that is outweighed by the upside of winning the case.
  - MagnumOpus 5y ago
    Hard pressed? Ed Saverin is a very well known case. He sued Facebook after his co-founder Zuckerberg diluted him out and settled for multiple billions. But then, it was a unusually straightforward case because Zucks put his malicious intentions in writing.
throwawaythekey 5y ago
Employees with full (exercised and vested) shares at my company don't have any voting power until after an exit event. The paperwork these days is truly ridiculous.
mleonhard 5y ago
Could an employee union balance out the power of the board? They could attend board meetings and veto deals that harm the employees via strike or mass resignation.
- anamax 5y ago
  Unions don't necessarily get board observer status, let alone board seats, AKA a board vote. Having a board vote isn't the same has having a veto over every possible decision.
  - mleonhard 5y ago
    You seem to be replying to a different comment. > Having a board vote isn't the same has having a veto over every possible decision. My comment did not imply that a board vote grants veto power. I suggested that the union could "veto deals ... via strike or mass resignation". This means that the union decides on a maximum dilution and agrees to strike or resign if the board makes a deal that dilutes employee positions more than the maximum. > Unions don't necessarily get board observer status, let alone board seats, AKA a board vote. My comment did not mention anything about board seats. The board would grant the union permission to attend board meetings, lest the board inadvertently trigger a strike or mass resignation. Next time, please read the comment carefully before replying.
    - anamax 5y ago
      Take that up with the person who wrote "[The union] could attend board meetings and veto deals that harm the employees via strike or mass resignation." Board meetings are for board members, so I gave that person the benefit of the doubt. My mistake.
      - deleted 5y ago
        [deleted]
      - mleonhard 5y ago
        You seem to be attacking the weakest part of my idea and ignoring the strongest parts. Apparently, there is a new word for this: dunking [0]. Please stop. Your replies go against the guidelines [1]: > Be kind. Don't be snarky. Have curious conversation; don't cross-examine. > Please respond to the strongest plausible interpretation of what someone says, not a weaker one that's easier to criticize. Assume good faith. > Please don't post shallow dismissals, especially of other people's work. A good critical comment teaches us something. [0] https://news.ycombinator.com/item?id=29352131 https://news.ycombinator.com/item?id=29352131 [1] https://news.ycombinator.com/newsguidelines.html https://news.ycombinator.com/newsguidelines.html