9 ms·

Ask HN: Am I being fooled at a Dutch startup?

A couple years ago I started working for a Dutch startup. I was offered an equity package, but didn't think much of it at that time. After going through a couple of funding rounds, well, I started looking into it. The Dutch structure is called STAK and is basically a company-in-a-company without any voting rights. Currently it is about 6% of company stock divided among 10 employees. I'm still very well aware that it could be worth 0 EUR in the end. I also very well aware of tricks being played by investors and engineers being squeezed out of their faire share. Since money came, it all about scaling up and getting a good exit. A month ago I (and the other engineers) were finally able to sign the original STAK equity contract. It was apparently an additonal contract. This might be negligence on my side, but I simply didn't know. The equity package and vesting scheme is briefly mentioned in my initial contract. In this new contract the vesting scheme changed and included a lot of additional company and personal goals to be achieved. So it is not only time-based now. (it was said this was for tax reasons). Due to this it makes it a lot harder to vest any additional stock (about half would probably impossible to vest). I'm on good terms with the founders and I think it is possible to renogatiate this. But I don't know where to start. I read a lot about equity packages at American startups, but this probably doesn't apply for my situation. Can anyone offer me advice - What to do best? - How do I make sure what I vest, I really do vest and they don't change the rules again? - Is it worth anything (even after an exit). - The additional goals were set because of tax authority rules (is this a straight out lie)?

iforgetti 4y ago
Hire a lawyer if you are serious. No advice here will compare. Hire a lawyer who specializes in work with venture funded startups.
mongrelion 4y ago
Reach out to Watson Parken, they are an Accounting & Financial Advice firm based in Zaandam. They will be able to give you the best advice you need for your personal situation. Hourly rate is ok if you team up with the other engineers and pay the hourly fee together.
- throwaway106720 4y ago
  Thanks for the advice. Hopefully, I can team up with some colleagues.
- mongrelion 4y ago
  Watson Parker* stupid autocorrect ;(
abbadadda 4y ago
Do you have a lawyer? Have you ever had a lawyer look at any of these contracts? That is where I would start.
- throwaway106720 4y ago
  No, but I'm looking for a law firm that has experience with funded startups
  - jacquesm 4y ago
    There are a lot of them in Amsterdam, not cheap but usually quite effective, Loyens & Loeff comes to mind and possibly Kennedy & van der Laan.
  - james_in_the_uk 4y ago
    https://www.legal500.com/c/netherlands/commercial-corporate-and-ma/ https://www.legal500.com/c/netherlands/commercial-corporate-... I'd look at the tier 5 and 6 firms, they may be more interested to work for individuals. If they won't act, ask for suggestions as to who might. They may know of freelance lawyers who could be a good fit for you, for example.
FearNotDaniel 4y ago
First rule of con artists, poker players and startup founders: if you can't tell who the sucker is, it's you. Doesn't matter what they promise you, it's all smoke and mirrors and they can take it away or make it worthless any time they like. Negotiate the best salary you can, and don't give up a single cent of that monthly money in the bank against some empty promise of future riches. You already suspect they're lying to you, don't lose any sleep over it, just ask yourself if the monthly salary is worth the work you do and if not, go somewhere else.
- jacquesm 4y ago
  This is practical, but ultimately not the best advice, the OP already has a lot of time and potentially money sunk into this endeavor and should at least ascertain their position before making rash moves. Your advice works well before engagement.
- tinus_hn 4y ago
  This implies that in every deal there is a sucker, which is not true. Many people are employed in a way that is beneficial both to themselves and to their employer.
- kohanz 4y ago
  I don't really get this rule in the context of a startup. In poker, the point is for there to be a win-lose arrangement where you are the winner. Are you saying that one should only consider joining a startup where they consider the founder(s) to be a "sucker"? I doubt that's a good plan.
  - lovelearning 4y ago
    I interpreted it as a strategy: assume that all founders will act like con artists towards their employees ("all smoke and mirrors", "empty promises"), so make sure from the start that you don't end up a sucker.
SOLAR_FIELDS 4y ago
Related because it’s such a common refrain: Is it possible, as a founding engineer or similar, to structure the contract in such a way as to make your shares undilutable? I suspect the answer is theoretically yes, but would be interested in how it works out in practice.
- jacquesm 4y ago
  You usually have the option to buy newly issued shares pro-rata and at the same valuation as the other buyers, but I've never seen shares that can not be diluted (essentially that would mean automatically issuing and assigning shares to one or more shareholders without the issuing funds being paid and afaik no notary public will sign off on that, shares need to be paid into the proper vehicle).
- rsstack 4y ago
  Anything other than pro-rata with MFN will have a tax liability for you. If the company was valued at $1M when you joined and you got 1% (simple numbers), and then the company raises $2M at a $10M pre-money valuation, your share goes down to 1%*(10/12)=0.83%. To keep you from dilution without you buying new stock, then company would "gift" you new shares, about 0.17% (a bit less but it doesn't matter). You'd then have to pay regular income tax on those $20k worth of stocks, likely at the highest tax bracket. It gets worse with higher valuations, and if it's your first startup you'll likely go bankrupt from the taxes before you get to a liquidation event. (Having pro-rata rights doesn't make this cheaper: you'd need to pay the company the whole $20k to exercise your rights. My goal was to demonstrate that there isn't a way to get no dilution for free.)
  - akvadrako 4y ago
    If your shares are going up so much that taxes on it are hard to pay, obviously your base salery should be higher. If not, because you are just coasting, you should be selling shares to make up for it.
    - rsstack 4y ago
jacquesm 4y ago
I can't tell you for sure, but it feels off if the deal was changed compared to what it was stated as before. But you probably should have pushed a bit harder on them formalizing the STAK agreement earlier. Still, it could be nothing at all and maybe they simply aren't aware that your original deal was a different one, but such things rarely (if ever) happen by accident. Also: there are ways to use a STAK to screw the stak certificate holders out of their rightful share during a liquidity event so make sure that you know who represents the STAK, ideally a notary public should be assigned as the administrator of the STAK, and not someone in the management. Best of luck!
- throwaway106720 4y ago
  Thanks for the advice! I agree, I think things like these rarely happen by accident.
  - jacquesm 4y ago
    The notary that handles the STAK paperwork is an impartial party, you could approach them to ask if they are aware that the deal offered is not the one originally agreed to, the notaries tend to take a very dim view of such tricks and may well act on your behalf.
paxys 4y ago
> I'm on good terms with the founders and I think it is possible to renogatiate this You don't need to renegotiate anything. Simply hold them to the terms that were originally promised.
lr4444lr 4y ago
Wait, you're 2 years in, and you signed a contract to a different vesting schedule? This is setting off alarms in my head. Your equity rights are part of your comp., and what is earned in a prior agreement that was signed when you started cannot just be made contingent again by adding new requirements. At least not in the USA. I'd get a legal consult ASAP.
y7 4y ago
Wait, you were offered an equity package years ago but are only now receiving the certificates, and there is still a remaining vesting schedule? This sounds extremely fishy. I think a fixed-time vesting over 4 years is pretty standard, starting from the moment of employment, with no additional terms. If they're not happy with your performance, they should fire you, rather than withholding shares. I think 0.6% of shares is quite low, and the tax reasons sound dubious. > How do I make sure what I vest, I really do vest and they don't change the rules again? The position of non-voting shares is quite precarious I think, because a voting majority in the company can simply dilute shares and render the STAK-owned shares less valuable. Besides that: just read the contracts, the STAK bylaws, and once you sign the certificate holder agreement it's relatively ironclad. I'd recommend getting some legal advice.
- throwaway106720 4y ago
  > I think a fixed-time vesting over 4 years is pretty standard, no additional terms. This was the intial offering. I agree on most of what you said. The package isn't that interesting (especially with the possbility dilution), the extra vesting requirements seem like it takes away the last bits.
- notreallyserio 4y ago
  > The position of non-voting shares is quite precarious I think, because a voting majority in the company can simply dilute shares and render the STAK-owned shares less valuable. I figure this is probably the case with most employee stock grants -- it's unlikely they'll give out enough shares that even every employee working together could sway elections.
- jacquesm 4y ago
  > The position of non-voting shares is quite precarious I think, because a voting majority in the company can simply dilute shares and render the STAK-owned shares less valuable. They could try that but if the STAK is properly administered then the notary public would insist on those new shares being paid in full into the company account. This particular trick is fairly well defended against in NL. But there are other ways in which a STAK certificate holder could be screwed out of their rightful share. The important thing to keep in mind here is that for every certificate there is a corresponding share with all of the right associated with that share, in that sense the situation of a certificate holder is not all that different form the situation that a minority shareholder in a company finds themself in with the major difference being that certificate holders themselves do not get to vote and that someone else gets to vote the block of shares in the STAK. If that person were to act against the interest of the certificate holders in any other capacity then they would open themselves up to a pretty good case for a legal challenge.
anamax 4y ago
> So it is not only time-based now. (it was said this was for tax reasons) You're about to find out exactly what terms you are on with the founders. The easy way to find out if it's really for tax reasons is to find out whether the changes apply to everyone or just the peons. If they won't tell you, you know the answer and you know that they'll lie to you. FWIW, if there is a legitimate difference between your terms and theirs, it's because real tax reasons apply more strictly to the folks at the top than the bottom. If your terms are worse....
AussieWog93 4y ago
Just to add an alternative point of view: startup founders are not known for doing everything perfectly "by the books" in terms of legal/accounting stuff. It could just be laziness rather than the founder trying to fuck you over. Of course, you know them better than any of us do. If you think it's an honest mistake he may have overlooked, just have a chat and it should be sorted for you.
faangiq 4y ago
Most likely yea

iforgetti 4y ago

Hire a lawyer if you are serious. No advice here will compare. Hire a lawyer who specializes in work with venture funded startups.

mongrelion 4y ago

Reach out to Watson Parken, they are an Accounting & Financial Advice firm based in Zaandam. They will be able to give you the best advice you need for your personal situation. Hourly rate is ok if you team up with the other engineers and pay the hourly fee together.

throwaway106720 4y ago
Thanks for the advice. Hopefully, I can team up with some colleagues.
mongrelion 4y ago
Watson Parker* stupid autocorrect ;(

abbadadda 4y ago

Do you have a lawyer? Have you ever had a lawyer look at any of these contracts? That is where I would start.

throwaway106720 4y ago
No, but I'm looking for a law firm that has experience with funded startups
- jacquesm 4y ago
  There are a lot of them in Amsterdam, not cheap but usually quite effective, Loyens & Loeff comes to mind and possibly Kennedy & van der Laan.
- james_in_the_uk 4y ago
  https://www.legal500.com/c/netherlands/commercial-corporate-and-ma/ https://www.legal500.com/c/netherlands/commercial-corporate-... I'd look at the tier 5 and 6 firms, they may be more interested to work for individuals. If they won't act, ask for suggestions as to who might. They may know of freelance lawyers who could be a good fit for you, for example.

FearNotDaniel 4y ago

First rule of con artists, poker players and startup founders: if you can't tell who the sucker is, it's you. Doesn't matter what they promise you, it's all smoke and mirrors and they can take it away or make it worthless any time they like. Negotiate the best salary you can, and don't give up a single cent of that monthly money in the bank against some empty promise of future riches. You already suspect they're lying to you, don't lose any sleep over it, just ask yourself if the monthly salary is worth the work you do and if not, go somewhere else.

jacquesm 4y ago
This is practical, but ultimately not the best advice, the OP already has a lot of time and potentially money sunk into this endeavor and should at least ascertain their position before making rash moves. Your advice works well before engagement.
tinus_hn 4y ago
This implies that in every deal there is a sucker, which is not true. Many people are employed in a way that is beneficial both to themselves and to their employer.
kohanz 4y ago
I don't really get this rule in the context of a startup. In poker, the point is for there to be a win-lose arrangement where you are the winner. Are you saying that one should only consider joining a startup where they consider the founder(s) to be a "sucker"? I doubt that's a good plan.
- lovelearning 4y ago
  I interpreted it as a strategy: assume that all founders will act like con artists towards their employees ("all smoke and mirrors", "empty promises"), so make sure from the start that you don't end up a sucker.

SOLAR_FIELDS 4y ago

Related because it’s such a common refrain: Is it possible, as a founding engineer or similar, to structure the contract in such a way as to make your shares undilutable? I suspect the answer is theoretically yes, but would be interested in how it works out in practice.

jacquesm 4y ago
You usually have the option to buy newly issued shares pro-rata and at the same valuation as the other buyers, but I've never seen shares that can not be diluted (essentially that would mean automatically issuing and assigning shares to one or more shareholders without the issuing funds being paid and afaik no notary public will sign off on that, shares need to be paid into the proper vehicle).
rsstack 4y ago
Anything other than pro-rata with MFN will have a tax liability for you. If the company was valued at $1M when you joined and you got 1% (simple numbers), and then the company raises $2M at a $10M pre-money valuation, your share goes down to 1%*(10/12)=0.83%. To keep you from dilution without you buying new stock, then company would "gift" you new shares, about 0.17% (a bit less but it doesn't matter). You'd then have to pay regular income tax on those $20k worth of stocks, likely at the highest tax bracket. It gets worse with higher valuations, and if it's your first startup you'll likely go bankrupt from the taxes before you get to a liquidation event. (Having pro-rata rights doesn't make this cheaper: you'd need to pay the company the whole $20k to exercise your rights. My goal was to demonstrate that there isn't a way to get no dilution for free.)
- akvadrako 4y ago
  If your shares are going up so much that taxes on it are hard to pay, obviously your base salery should be higher. If not, because you are just coasting, you should be selling shares to make up for it.
  - rsstack 4y ago

jacquesm 4y ago

I can't tell you for sure, but it feels off if the deal was changed compared to what it was stated as before. But you probably should have pushed a bit harder on them formalizing the STAK agreement earlier. Still, it could be nothing at all and maybe they simply aren't aware that your original deal was a different one, but such things rarely (if ever) happen by accident. Also: there are ways to use a STAK to screw the stak certificate holders out of their rightful share during a liquidity event so make sure that you know who represents the STAK, ideally a notary public should be assigned as the administrator of the STAK, and not someone in the management. Best of luck!

throwaway106720 4y ago
Thanks for the advice! I agree, I think things like these rarely happen by accident.
- jacquesm 4y ago
  The notary that handles the STAK paperwork is an impartial party, you could approach them to ask if they are aware that the deal offered is not the one originally agreed to, the notaries tend to take a very dim view of such tricks and may well act on your behalf.

paxys 4y ago

> I'm on good terms with the founders and I think it is possible to renogatiate this You don't need to renegotiate anything. Simply hold them to the terms that were originally promised.

lr4444lr 4y ago

Wait, you're 2 years in, and you signed a contract to a different vesting schedule? This is setting off alarms in my head. Your equity rights are part of your comp., and what is earned in a prior agreement that was signed when you started cannot just be made contingent again by adding new requirements. At least not in the USA. I'd get a legal consult ASAP.

y7 4y ago

Wait, you were offered an equity package years ago but are only now receiving the certificates, and there is still a remaining vesting schedule? This sounds extremely fishy. I think a fixed-time vesting over 4 years is pretty standard, starting from the moment of employment, with no additional terms. If they're not happy with your performance, they should fire you, rather than withholding shares. I think 0.6% of shares is quite low, and the tax reasons sound dubious. > How do I make sure what I vest, I really do vest and they don't change the rules again? The position of non-voting shares is quite precarious I think, because a voting majority in the company can simply dilute shares and render the STAK-owned shares less valuable. Besides that: just read the contracts, the STAK bylaws, and once you sign the certificate holder agreement it's relatively ironclad. I'd recommend getting some legal advice.

throwaway106720 4y ago
> I think a fixed-time vesting over 4 years is pretty standard, no additional terms. This was the intial offering. I agree on most of what you said. The package isn't that interesting (especially with the possbility dilution), the extra vesting requirements seem like it takes away the last bits.
notreallyserio 4y ago
> The position of non-voting shares is quite precarious I think, because a voting majority in the company can simply dilute shares and render the STAK-owned shares less valuable. I figure this is probably the case with most employee stock grants -- it's unlikely they'll give out enough shares that even every employee working together could sway elections.
jacquesm 4y ago
> The position of non-voting shares is quite precarious I think, because a voting majority in the company can simply dilute shares and render the STAK-owned shares less valuable. They could try that but if the STAK is properly administered then the notary public would insist on those new shares being paid in full into the company account. This particular trick is fairly well defended against in NL. But there are other ways in which a STAK certificate holder could be screwed out of their rightful share. The important thing to keep in mind here is that for every certificate there is a corresponding share with all of the right associated with that share, in that sense the situation of a certificate holder is not all that different form the situation that a minority shareholder in a company finds themself in with the major difference being that certificate holders themselves do not get to vote and that someone else gets to vote the block of shares in the STAK. If that person were to act against the interest of the certificate holders in any other capacity then they would open themselves up to a pretty good case for a legal challenge.

anamax 4y ago

> So it is not only time-based now. (it was said this was for tax reasons) You're about to find out exactly what terms you are on with the founders. The easy way to find out if it's really for tax reasons is to find out whether the changes apply to everyone or just the peons. If they won't tell you, you know the answer and you know that they'll lie to you. FWIW, if there is a legitimate difference between your terms and theirs, it's because real tax reasons apply more strictly to the folks at the top than the bottom. If your terms are worse....

AussieWog93 4y ago

Just to add an alternative point of view: startup founders are not known for doing everything perfectly "by the books" in terms of legal/accounting stuff. It could just be laziness rather than the founder trying to fuck you over. Of course, you know them better than any of us do. If you think it's an honest mistake he may have overlooked, just have a chat and it should be sorted for you.

faangiq 4y ago

Most likely yea