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I've worked for 2 startups in the US and the captables were private. The employees had no idea who owned how much or what the liquidation preferences were. Th

I've worked for 2 startups in the US and the captables were private. The employees had no idea who owned how much or what the liquidation preferences were. This post on reddit really opened my eyes about why all your stock could still be worthless even after your company gets bought for millions of dollars. I suggest that people read it before joining at startup in the US https://www.reddit.com/r/startups/comments/a8f6xz/why_didnt_i_get_any_money_from_my_startup_a_guide/ https://www.reddit.com/r/startups/comments/a8f6xz/why_didnt_...

icedchai 5y ago
I had captable access at my last company. There was so much dilution (mainly due to a couple of nasty down rounds), after 5 years, even the founder's shares were barely worth anything. Investors owned 90% of the company, founder 8%, employee's maybe 2%.
bogomipz 5y ago
I've worked for a few startups before in the US and have never seen a cap table. I feel like this is the norm. It seems like if you are asking employees to take options in lieu of cash then you show allow them to see what the pie looks like. Certainly at least once they start vesting. I'm curious what the reaction was when you asked? I'm imagining it was one of surprise?
- lizknope 5y ago
  The first startup failed and I had joined late anyway. The second startup I joined when it was only 5 months old and stayed for 3 years. I asked how many shares there were in the company before I joined. I was told X amount and just 4 months later I learned it was 1.4X when one of the managers let it slip. From the one financial document they published I was able to determine that after 3 years the numbers of shares had grown by 2.5X Basically they were issuing new shares to new employees rather than giving them out from an existing pool of shares. I didn't ask any questions as they were telling us someone wanted to buy the company. They gave employees the opportunity to buy more shares because they told us the sale of the company was going to happen. I asked how many shares there were now and they avoided the question 3 different times. I decided not to invest. For various reasons I lost faith in the management and decided to look for another job. I only learned about liquidation preferences recently.
  - bogomipz 5y ago
    >"Basically they were issuing new shares to new employees rather than giving them out from an existing pool of shares." Wow. Why would they do this? Is there an upside to that? I don't think that's common correct?
    - lizknope 5y ago
      I don't know what is normal. I had wrongly assumed that some percent of the stock would be pre allocated for hiring future employees. As far as I know we never got any outside investment after our initial angel investor that we had from the beginning. Because of how the company was registered we got one financial document per year that they were legally obligated to file. On that I could determine my ownership percentage by calculating how many of my shares had vested and then simple division told me the total number of shares. I correlated this with 3 other employees and we determined the number of shares each year and they had gone up 2.5X from the initial number I was told when I joined.
divbzero 5y ago
What is the right way to ask about liquidation preferences? Asking about “shares outstanding” or “fully diluted shares” does not seem sufficient.
- lizknope 5y ago
  I don't think there is. I replied to someone else in this thread with a similar question. I got very awkward responses from our management and it was clear they wanted to avoid all questions about where possible investments would come from and how much that would dilute the company. I didn't even know about liquidation preferences until I left that company. It is definitely something I would ask about before I ever joined another startup.
  - divbzero 5y ago
    I understand the hesitation to predict future funding or dilution, but would hope to get straight answers about liquidation preferences in the current cap table. The startups I’ve received offers from were very upfront when I asked about shares outstanding and also willing to give order of magnitude estimates of where they were in terms of growth. I never thought to probe further about cap table and liquidation preferences. It turned out that the startup I’ve worked at the longest did have a sane cap table thanks to the founders finding good investors, but I didn’t learn those details until long after I joined.

icedchai 5y ago

I had captable access at my last company. There was so much dilution (mainly due to a couple of nasty down rounds), after 5 years, even the founder's shares were barely worth anything. Investors owned 90% of the company, founder 8%, employee's maybe 2%.

bogomipz 5y ago

I've worked for a few startups before in the US and have never seen a cap table. I feel like this is the norm. It seems like if you are asking employees to take options in lieu of cash then you show allow them to see what the pie looks like. Certainly at least once they start vesting. I'm curious what the reaction was when you asked? I'm imagining it was one of surprise?

lizknope 5y ago
The first startup failed and I had joined late anyway. The second startup I joined when it was only 5 months old and stayed for 3 years. I asked how many shares there were in the company before I joined. I was told X amount and just 4 months later I learned it was 1.4X when one of the managers let it slip. From the one financial document they published I was able to determine that after 3 years the numbers of shares had grown by 2.5X Basically they were issuing new shares to new employees rather than giving them out from an existing pool of shares. I didn't ask any questions as they were telling us someone wanted to buy the company. They gave employees the opportunity to buy more shares because they told us the sale of the company was going to happen. I asked how many shares there were now and they avoided the question 3 different times. I decided not to invest. For various reasons I lost faith in the management and decided to look for another job. I only learned about liquidation preferences recently.
- bogomipz 5y ago
  >"Basically they were issuing new shares to new employees rather than giving them out from an existing pool of shares." Wow. Why would they do this? Is there an upside to that? I don't think that's common correct?
  - lizknope 5y ago
    I don't know what is normal. I had wrongly assumed that some percent of the stock would be pre allocated for hiring future employees. As far as I know we never got any outside investment after our initial angel investor that we had from the beginning. Because of how the company was registered we got one financial document per year that they were legally obligated to file. On that I could determine my ownership percentage by calculating how many of my shares had vested and then simple division told me the total number of shares. I correlated this with 3 other employees and we determined the number of shares each year and they had gone up 2.5X from the initial number I was told when I joined.

divbzero 5y ago

What is the right way to ask about liquidation preferences? Asking about “shares outstanding” or “fully diluted shares” does not seem sufficient.

lizknope 5y ago
I don't think there is. I replied to someone else in this thread with a similar question. I got very awkward responses from our management and it was clear they wanted to avoid all questions about where possible investments would come from and how much that would dilute the company. I didn't even know about liquidation preferences until I left that company. It is definitely something I would ask about before I ever joined another startup.
- divbzero 5y ago
  I understand the hesitation to predict future funding or dilution, but would hope to get straight answers about liquidation preferences in the current cap table. The startups I’ve received offers from were very upfront when I asked about shares outstanding and also willing to give order of magnitude estimates of where they were in terms of growth. I never thought to probe further about cap table and liquidation preferences. It turned out that the startup I’ve worked at the longest did have a sane cap table thanks to the founders finding good investors, but I didn’t learn those details until long after I joined.