7 ms·
Ask HN: Co-founder doesn't produce work, is unrealiable, doesn't want to leave
I'm the founder of a startup. I patented the technology 4 years ago, it was valuated over $1million, and secured pre-seed investment of $250,000.
I currently own 25%, our investor owns 70% and the co-founder CTO owns 5%.
During our first year, we paid our CTO $84,000 and we spent the rest of the money trying to develop hardware and software. There was a period of time when our CTO was unreliable, wouldn't answer and I still paid him $6,000 because I trusted him.
During that year he didn't produce a working software app, in our second year he still didn't produce an app we could show to our investor.
Another year later, we produced few hardware prototype units, that are bugged, but can be worked with a little. He still hasn't been reliable, so we removed him from being a board member. Several months later, when we all decided together he will keep working as a CTO, he received hardware devices, said he will get to work, and 6 months later we still don't have any work from him.
Instead he is toxic, blames everyone, says he put a lot of work into this (though nothing we can use), and will not walk away and is saying we can buy him out.
We have $0 in our bank currently and having him in the company is just toxic at this point creating terrible mood with me and our investor.
What are our options of removing him and making our product? We still need to spend again over at least $100,000 to build the product.
Me and our investor are on great terms, but he won't to put in more money when our CTO is involved. Can we dissolve the company since it has no money anymore and start a new one without him using our current assets?
- passwordoops 2y agoHopefully someone with more experience can chime in here, but what kind of deal do you have with him (i.e. can you fire him)? Either way, I'd consult with a lawyer to see what your options are
- crushersk 2y agoYes we can fire him, but that doesn't solve our issues with his shares. Our investor would put up more money for development, but not while the CTO is involved with the company anymore. We would much rather continue working on our own without him.
- passwordoops 2y agoThen talk to a lawyer specializing in start ups asap
- JumpCrisscross 2y ago> not while the CTO is involved with the company anymore Fire the CTO and ban him from the premises. You and your investor control 95% of the company, you can more than easily ensure he is a total non-entity to your company forever.
- gigatexal 2y agoSurely should be doable to buy the co-founder with 5% ownership out? But yes talk to a lawyer no HN help will pale to that of an actual lawyer.
- crushersk 2y agoHow would we value his 5% shares of a company that has no money now, no product, no revenue. We have some designs, brand design etc, valued patent (although 4 years old now). But we need to do new hardware design, still develop our software.
- passwordoops 2y agoHow was it valued in the first place?... Talk to a lawyer
- gigatexal 2y agoDouble the initial valuation and give them that divided by 20. Then you can move on. Just a wild thought though.
- ozim 2y agoGuy still doesn't have to sell his shares, he still might want more and you cannot force someone to sell off his shares - only way is to agree on price he will accept. You still might make reasonable arguments but yeah making arguments doesn't make the deal, other guy agreeing makes the deal.
- fakedang 2y agoHis initial valuation is itself questionable. How is 250k at a 1m valuation equal to 70% for the investor? Sounds like an error on OP's part in the post, or a very painful mistake irl.
- deleted 2y ago[deleted]
- ano-ther 2y agoUgly situation. Does he have an employment contract and on what terms? In some jurisdictions even no written contract can mean an implicit default contract, so you should consult a lawyer. And you may need to prove that you warned him about performance. The other part are his 5%, but that usually is no hindrance for ending the employment. He will just stay on the cap sheet and can cash in later when you are successful. If that bothers you or your investor, you can try to make an offer (low, because he did not deliver). This is best to align with the investor and they make take those negotiations so you can focus on delivering.
- crushersk 2y agoIn the contract it says at-will employment, so we can end his contract. We've asked, over period of 2+ years about the status of work, his availability. When I have kept asking now for 3 months what the status of work is, if he can upload work done and share it with us so we can evaluate where we are, the response is 'there is nothing to share until it is done', that he has other responsibilities with other work etc, that he's busy and doesn't have time. No idea when he will finish it. How can we evaluate his shares and give him an offer? what if he refuses?
- ano-ther 2y agoWould ask myself these questions: Can he actually stir trouble with the 5%? His initial stake was worth $50k. How much has the company value changed during his incompetence? Is there anything else that can motivate him (such as a “left by mutual agreement” clause)? How much would that be worth for you? Does the investor have any advice or can support? If you offer a lower amount than 50, will that hamper your next financing round? Can such a deal be made confidentially?
- hluska 2y agoWhy have you let it go for so long? This isn’t a new issue and it’s been going on for a long time. What does the CTO have? There has to be something because otherwise there’s no reason this should have festered for so long. Fundamentally, you’re a minority shareholder who has taken cash down to zero while waiting on someone who has never delivered anything. If the CTO has an immense amount of talent, that might be a reasonable reason to keep them employed. But if the CTO has different kinds of leverage over you and/or the patent, it could become a problem. It would be worth spending a bit of time thinking that over. You’ll learn a lot for the next time you start a company. And in this case, you may be adding to your strategy to get rid of the CTO. Have you spoken with a lawyer about your potential liability? If not, you should likely delete this thread, talk to an attorney and if you repost this, you should only include the information she tells you to include. As well, you sold 75% of a million dollar company for 1/3 of the value. Is there a reason for that? For example, if you’re close friends with the investor you and the investor may be able to figure out a way to get the patent, defend it from the CTO and roll out a totally new company.
- mrkeen 2y agoI have a technique for solving your problem. > I patented the technology 4 years ago But it's for me only. You can't use it.
- crushersk 2y agoI invested it into the company when I was founding it. At that time, we were good friends.
- throwaway38375 2y agoYou have the same person causing two different problems. 1. With regards to the CTO, treat them like an employee. Prove that their performance as an employee is not good enough, and fire them. They now have no reason to interact with the company on a day to day basis. 2. As a 5% owner, treat them like a shareholder. Put together a reasonable offer to buy them out, and do so. If they don't want to sell then that's fine, you'll only have to interact with them during shareholders meetings. The first action will solve a lot of your problems. The second action can happen later on when you've got the money to do so.
- nailer 2y agoHonestly as a CTO: if you can fire the CTO without it being a disaster the CTO is a terrible CTO.
- fullshark 2y agoYes, this seems to be the way. Fire him, get him away from day to day operations asap. He's already off the board, so that should satisfy your investor right? Does he need to own 0% of the company to put anything more into it?
- notahacker 2y agoThe question of who owns the IP sounds like one for you and your investors and a lawyer. If it's you, and there's nothing else in the company of value then dissolving the company shouldn't be difficult. If the company owns the assets, retaining patent protection becomes more complicated and firing him and buying him out as part of the next round (you can raise subsequent rounds at higher valuations...) might be easier...
- s1artibartfast 2y agoAssuming the patent wasnt assigned to the startup, what about the remaining work product from the startup? Does one need to start with a clean slate for the new startup?
- crushersk 2y agoI invested the patent into the startup when I was founding it. The remaining work is brand design, hardware boards that need another round of redesign (some firmware code can be kept), and app re-development since CTO's work is unusable/not shared. So besides patent and branding, pretty much clean slate. (app design is mostly done)
- s1artibartfast 2y agoSounds like it would be difficult to transfer everything to a new company. One thing I have seen in the past is people holding the IP separately and licensing the IP to the startup. that can avoid this situation or zombie companies, but hindsight is 20-20.
- ryanmccullagh 2y agoSounds like your a non tech co founder?
- deleted 2y ago[deleted]
- _1_1_1_1_1_1_ 2y ago[dead]
- mchannon 2y agoThere's another approach you should consider. I call it a "Truman Show acquisition". Get with the good 95% of your company and start a new entity. Don't tell your cofounder about it. New entity makes a deal with your current one to exclusively license the technology and branding, and take possession of the assets. Make the deal as one-sided as you can without your toxic CTO catching wind (and without breaking the law or giving grounds for a lawsuit in the event they do catch wind). All new R&D goes on at the new entity. All existing staff gradually curtail the hours they spend at the old entity and "resign" here and there, all while working for the acquihiring new entity. Old entity never hires replacements. CTO continues frittering away, you can't afford to pay him, but ensure that his equity in the old firm is acknowledged and protected. At the end of some period (e.g. 3 years), the license agreement ends, everyone but CTO makes a clean break and officially works for the new firm. The old shell of a company gets folded up due to having no money. Truman Show acquisition.
- crushersk 2y agoSince we have currently run out of money at the current company, how does that play a role here?
- reaperman 2y agoIt’s a nuanced negotiation with uncertain outcome, but if your investor wants this to work out and wants your CTO gone, they may be willing to entertain such a path to realize that vision. However, finding a way to buy out the coworkers 5% and fire them may also be a reasonable strategy. The CTO should be aware at this point that your business is close to dead in the water and may believe there’s not much value left for them to extract. If they don’t think the investor is interested in putting more capital in and runway is running out, they could sell that 5% cheap. But you also may run the risk of demoralizing any remaining employees if they also believe the runway is gone.
- fakedang 2y agoIt's possible to let the employees know of the actual game plan, but not the CTO, then execute the structured dissolution of the company. I know this, my former cofounder tried this against me, the only difference being I still had the support of the angel investor and the other cofounder, which contradicted the co-founder's assertions. But I guess it would work in this scenario. The investor is the key player here and he should steadfastly ensure he won't pay a penny more into the current entity and is willing to write it off completely.
- wateroutflow 2y ago> it was valuated over $1million, and secured pre-seed investment of $250,000. I currently own 25%, our investor owns 70% and the co-founder CTO owns 5%. > During our first year, we paid our CTO $84,000 and we spent the rest of the money trying to develop hardware and software. Why did your investor who gave 250,000 get 70% of the 1,000,000 valued invention? What is stopping you or your investor from buying out the 5% when it is worth much less than the cash that you paid in the first year? Where is this located in?
- deleted 2y ago[deleted]
- peter_d_sherman 2y agoHi, I would like to learn more about you and your company... maybe I could give some advice... Would you email me? My email address is: peter.d.sherman@gmail.com Just shoot me a simple message introducing yourself, no links or anything, and it should make it through my spam filter... Maybe I could give you a few ideas on what to do...
- aaronrobinson 2y agoWhy don’t you give the investor 5% of yours. Sure, the CTO still gets 5% but it came from you, not the investor. Then sack the CTO so he is nothing but a minority shareholder.
- byyoung3 2y agowhy did you give a seed investor 70pct??????
- fakedang 2y agoThe primary question. I think he got his valuations f**ed up while drawing up the cap table. 250k at a 1 million valuation is 25% for the investor, not 70%!! And if he paid $84k to the CTO each year, I would love to be his next cofounder.
- yieldcrv 2y agoSo the only problem you have with buying him out is that 1) He said it, so you don't like the messenger despite that being the accurate path 2) and no money you’re conflating both of those with the idea of “rewarding” him more tough luck the other side of this is who cares that he’s a shareholder. Its 5%. just ignore him, remove his title, and have someone else do the work. he remains a 5% shareholder and everyone else continues on. he has literally no power and doesnt prevent you or anyone else investing money into this company except your own pride
- tdeck 2y agoI wonder how they're going to find someone to do the dev work. No salary, fired former CTO after 2 years with nothing to show for it. This wouldn't fill me with confidence as a prospective employee working on equity.
- yieldcrv 2y agothey have money, they just wont put more into this venture because their pride is in the way its an amusing interpersonal problem masqueraded as a business problem
- fasteo 2y agoIf I read this well, you are founder & CEO. So, the company under your management burnt 250K in 2 years, produced nothing in 2 years, and kept the CTO for 2 years. Fire yourself and thank your investor for being so naive.
- serjester 2y agoAn investor taking 70% for a 250k pre seed is also indicative of a terrible investor. Those terms are awful for anything in tech. This company sounds incredibly mismanaged, and I’d seriously consider using it as a learning experience and cutting your losses.
- caeril 2y agoYeah it's hard to read this as anything other than "I'm an awesome idea and marketing guy and I partnered with this lowly engineer to build something, which is super easy, and a monkey could do. I paid them an ENORMOUS ($84K) salary and granted them a HUGE (5%) amount of equity, and after saddling them with impossible product requirements on zero budget and failing to find product-market fit, his bad attitude ruined all my awesome ideas. Hacker News plz halp me kick this useless CTO out!" Although the initial plan didn't work out, I can confidently say that kicking out the toxic CTO and throwing another $100k to a different lowly code monkey will definitely fix OP's problems. $100k won't even pay for a proper Shopify migration in 2024, but OP's product ideas are so awesome that they'll change the world, if only it weren't for these toxic 5% co-founder CTOs being paid Burger King Manager wages with their bad attitudes. Who needs introspection when your ideas are just that awesome?
- s1artibartfast 2y agoSomebody's a little bitter
- meiraleal 2y agoReality check is better than tips to keep hustling the wrong way
- ChrisArchitect 2y agoAsk HN:
- shivc 2y agoConsidered suing him? if he hasn't really produced anything, a lawsuit might actually scare him to leaving I guess?
- codegeek 2y agoIs it just me or the bigger problem is investor owning 70% ? You have a lot of problems from what you wrote and the CTO issue honestly is just a small part of it. You have spent over 4 years and still have nothing to show for ? I think the blame goes on all of you as a team. If you still think you can save this company somehow, figure out a way to fire the CTO and start fresh. Talk to Lawyers but the investor owning 70% is bothering me the most.
- nojvek 2y agoIf you have $0 in bank, close shop and start fresh without co-founder. 100% of $0 is $0. Unless you have quite a bit of IP in your company.
- rasz 2y agoYou burned quarter of a $mil, span in circles for 3 years, have nothing to show for it and try blaming 5% owner?