What rights do I have as a founder of a startup? What happens if I do not accept the VCs terms?


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I am a founder of a startup with 10% shares.
We are in the stage of Series A financing.
The valuation of the VC is pretty low according to me.
Also the option pool that VC is demanding from us (common shareholders) is about 22%.
Other common shareholders are willing to accept this offer, because they believe this will move the company to another league and eventually this may end up an IPO and even though the dilution is huge, we will get a better return in the end.

My questions are:

  1. What happens if I do not accept these terms?
  2. If I accept this Series A funding, at the stage of Series B (which will be in 14-16 months) will I keep the right not to accept Series B funding, or will I lose that control when my shares drop to 4%?

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asked Aug 15 '11 at 14:54
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6 points
  • Seems complex enough that only your lawyer can answer for real. How come you only have 10% of the company before round A? – Alain Raynaud 8 years ago

1 Answer


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  1. What happens if I do not accept these terms?
Depends. How many shares do you own? Minority shareholders still may sue you, though - if you violate their rights. Your obligation is the greater good of all sahreholders. You are above blocking minority, but youa re NOT a significant shareholder of the company / majority shareholder at the moment. In fact, unless special elements arei n palce, you have no special say at all - 90% of the votes may be against you.

  1. If I accept this Series A funding, at the stage of Series B (which will be in 14-16 months) > will I keep the right not to accept Series B funding, or will I lose that control when my > shares drop to 4%
Depends. You knowl contracts.

The question is akin to "I odered a pzza, does it have peperoni on it". You ordered, you know. We dont. Many thins depend on your current legal setup. That you own only 10% at the moment, though, indicates you already lost that battle. I am not sure I would consider myself someone important in a startup if I had only 10% before even series A.

answered Aug 15 '11 at 18:02
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11 points

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