4 ms·

> 1st time I was naive didn't get all the details and ended up getting screwed What details is one meant to know?

by lamby 15y ago

aristus 15y ago
You get an offer of X shares or options. What is often carefully left unsaid is how many shares exist. Also left unsaid are what rights you have, once you start vesting, to know about the financials of the company.
- johnterran 15y ago
  You have to elaborate on this. So options you get are different from the options that can exit? 1st engineer typically get 1-3% of the company, and if there is a clause that can prevent you from getting those shares on exit even though they were vested, joining a startup loses a lot of luster.
  - throwaway96 15y ago
    It's common to get a job offer that says something like you get 10,000 options on shares. But you don't know if the company has 2M or 20M or however many shares; your percentage ownership could be 0.5% or 0.05%. If you're receiving an offer with shares or options, you should ask and be told what the total number of shares are (a cap table would be even better). I have not heard of cases where shares were vested then lost outright, except for perhaps Eduardo Saverin of Facebook. There are other (quite common) cases where the exit is not at a sufficiently high valuation compared to the most recent investment round and preferred shares cash out while common shares are reduced to little or no value.
    - joshu 15y ago
      FYI the employer has to tell you what the shares outsanding is (or, I guess, what the % of the company the shares represent.)
  - enjo 15y ago
    Possibly. Investors (generally) have some sort of liquidation preference on the stock. The details of that preference are complex and can take some time to fully understand. Things like double-dipping (owning a liquidation preference and THEN participating on the same percentage os a common stock holder) make it even more complex. The key thing to know is that not all stock is the same. "Owning" 1% of the company doesn't mean you get 1% of the exit necessarily. In smaller exits those liquidation preferences can mean that the investors are paid out and nothing is left of the pie for you. A good article on this: http://web.mit.edu/e-club/hadzima/what-are-the-terms-part1.html http://web.mit.edu/e-club/hadzima/what-are-the-terms-part1.h...
nikcub 15y ago
+ number of shares outstanding + who gets diluted + vesting schedule + does vesting accelerate with an acquisition? + liquidation preferences + how large is the employee option pool + what happens to your holding on a down-round or restructure (this is hard not to get screwed on if this is the intention) + not checking that the options agreement has been signed by the company + not signing an options agreement and taking the company and/or founder at their word that you have stock founders usually give themselves a sweet deal. ask to see their agreement and compare it to yours. while you are at it, check the structure of the board and if the board are able to block an acquisition. you may be working for a company who can't exit unless the investors get at least 4-5x, and if they don't, you get nothing there are probably some things that I am missing, which is why it is worth paying a lawyer for 3-4 hours of time to go over it (not the company lawyer - see 'the social network')
- enjo 15y ago
  Liquidation preferences (in particular) are a big deal. It's entirely possible (if not common) for you to purchase stock that is literally worthless. In small and even mid-size exits certain employees simply won't get paid.
  - Retric 15y ago
    That' probably the best advice possible. If your employee number 3 and they want to to take a payout etc get 'liquidation preference 'on any lost income * risk + interest or work for someone else. If your employee #10 and they still want a significant pay-cut work for someone else. PS: The law is on your side, as an employee lost pay is paid out before any other creditor but you need to list actual salary in $ and not just shares. You also can have issues with taxes so be careful.
- mobileman 15y ago
  This should be a great howto guide on not getting screwed.
  - FreshCode 15y ago

> 1st time I was naive didn't get all the details and ended up getting screwed What details is one meant to know?

by lamby 15y ago

> 1st time I was naive didn't get all the details and ended up getting screwed What details is one meant to know?

You get an offer of X shares or options. What is often carefully left unsaid is how many shares exist. Also left unsaid are what rights you have, once you start vesting, to know about the financials of the company.

johnterran 15y ago
You have to elaborate on this. So options you get are different from the options that can exit? 1st engineer typically get 1-3% of the company, and if there is a clause that can prevent you from getting those shares on exit even though they were vested, joining a startup loses a lot of luster.
- throwaway96 15y ago
  It's common to get a job offer that says something like you get 10,000 options on shares. But you don't know if the company has 2M or 20M or however many shares; your percentage ownership could be 0.5% or 0.05%. If you're receiving an offer with shares or options, you should ask and be told what the total number of shares are (a cap table would be even better). I have not heard of cases where shares were vested then lost outright, except for perhaps Eduardo Saverin of Facebook. There are other (quite common) cases where the exit is not at a sufficiently high valuation compared to the most recent investment round and preferred shares cash out while common shares are reduced to little or no value.
  - joshu 15y ago
    FYI the employer has to tell you what the shares outsanding is (or, I guess, what the % of the company the shares represent.)
- enjo 15y ago
  Possibly. Investors (generally) have some sort of liquidation preference on the stock. The details of that preference are complex and can take some time to fully understand. Things like double-dipping (owning a liquidation preference and THEN participating on the same percentage os a common stock holder) make it even more complex. The key thing to know is that not all stock is the same. "Owning" 1% of the company doesn't mean you get 1% of the exit necessarily. In smaller exits those liquidation preferences can mean that the investors are paid out and nothing is left of the pie for you. A good article on this: http://web.mit.edu/e-club/hadzima/what-are-the-terms-part1.html http://web.mit.edu/e-club/hadzima/what-are-the-terms-part1.h...

nikcub 15y ago

+ number of shares outstanding + who gets diluted + vesting schedule + does vesting accelerate with an acquisition? + liquidation preferences + how large is the employee option pool + what happens to your holding on a down-round or restructure (this is hard not to get screwed on if this is the intention) + not checking that the options agreement has been signed by the company + not signing an options agreement and taking the company and/or founder at their word that you have stock founders usually give themselves a sweet deal. ask to see their agreement and compare it to yours. while you are at it, check the structure of the board and if the board are able to block an acquisition. you may be working for a company who can't exit unless the investors get at least 4-5x, and if they don't, you get nothing there are probably some things that I am missing, which is why it is worth paying a lawyer for 3-4 hours of time to go over it (not the company lawyer - see 'the social network')

enjo 15y ago
Liquidation preferences (in particular) are a big deal. It's entirely possible (if not common) for you to purchase stock that is literally worthless. In small and even mid-size exits certain employees simply won't get paid.
- Retric 15y ago
  That' probably the best advice possible. If your employee number 3 and they want to to take a payout etc get 'liquidation preference 'on any lost income * risk + interest or work for someone else. If your employee #10 and they still want a significant pay-cut work for someone else. PS: The law is on your side, as an employee lost pay is paid out before any other creditor but you need to list actual salary in $ and not just shares. You also can have issues with taxes so be careful.
mobileman 15y ago
This should be a great howto guide on not getting screwed.
- FreshCode 15y ago