4 ms·
Here in the U.S., corporate charters are public documents and stockholders have certain legally-mandated information rights. The liquidation preferences and ot
by matthewmcg 11y ago
Here in the U.S., corporate charters are public documents and stockholders have certain legally-mandated information rights.
The liquidation preferences and other downside protections available for each class of stock must be set forth in the company's charter. These are public documents and copies can be obtained from the secretary of state's office in the state where the company is incorporated (typically Delaware).
Stockholders (but not necessarily option holders that haven't exercised options) may also access the company's books and records for the purpose of valuing their shares.
For example, Section 220 of the Delaware General Corporation Law gives stockholders an explicit right to access certain records and allows a stockholder to obtain a court order granting access to the records if the corporation refuses to provide them.
http://delcode.delaware.gov/title8/c001/sc07/#220 http://delcode.delaware.gov/title8/c001/sc07/#220
Ideally, a company would make this information available long before it is compelled to do!
- choppaface 11y agoThanks for bringing legal details to light here. These are exactly the sorts of details a startup would ignore; my former employer, a then-6-year-old-startup, omitted these sorts of details when I started digging into equity details. Compliance would cost an unfortunate but necessary draw on a founder's attention. It would be nice to see companies like Clerky ( https://www.clerky.com/ https://www.clerky.com/ ) pick this up... I remember seeing at least one other company doing similar legal services (e.g. 83(b) elections) if anybody can link them. A significant risk is that the service might not handle the compliance exactly as the founder would like (for worse or for /better/). Perhaps a blogpost comparing services would help the community.
- jsprogrammer 11y agoIdeally, an employee cannot prevent an owner from accessing their property.