Teammates have pushed me out of our venture. What to do now?


21

I along with 3 other people created a concept for an innovative Ecommerce platform as part of a 5 week startup pre-incubator. We had a great run and on demo day we won the audience and panel of investors favorite vote. Now that we have a promising offering, branding, soft prototype, wireframes and meetings with investors lined up my teammates are saying they no longer want to work with me and are moving forward with the venture without me. I have tried to reason and compromise with them but they refuse to come to any arrangement that involves me as part of the company. They expressed no problems with my performance during our time together, but in fact repeatedly praised me for my work. I believe that they simply want the control and equity and have joined forces to push me out.

I have pretty much given up on the idea of reconciling because my former teammates have proved to be dishonest and untrustworthy, so I feel like my best option is to leave the project with a percentage of founders equity.

I have a couple of questions that I would appreciate any help in answering:

  1. Do they have the legal right to take over the venture and intellectual
    -property we co-created without my consent or permission?
  2. What percentage of founders equity should I request? Keeping in
    mind there are 4 original founders (1 has now chosen to take a back
    seat until further notice because of his demanding full time job),
    2% equity goes to the incubator program and that I am being forced
    into this position against my will.
  3. What clauses should I be sure to spell out? I know that I will
    request the same dilution as the other founders, but are there any
    other specifics I should be sure to spell out?

Thanks for taking the time to read this. I have no experience in this arena and am fighting a 3 against one battle so any advice would be very helpful.

Co-Founder Equity Legal Intellectual Property

asked Aug 20 '11 at 04:10
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Adjoa Opoku
106 points
  • Three words: CONSULT A LAWYER. Dont waste your time here. You wont get relevant answers. This is a legal question, get legal advice. From a legally qualified source. – Net Tecture 8 years ago
  • Have you signed any equity agreements, such as a restricted stock purchase agreement? – Doug Bend 8 years ago

5 Answers


14

I'll take a contrarian approach. If 3 out of 4 founders say they don't value your future contributions, you should take a hard look in the mirror and ask why.

What parts exactly did you contribute? Are you a developer? I'd guess not. Designer? Marketing? If you were great at brainstorming the initial idea, but that's all you did in 5 weeks, then that's a classic deadlock: you are attached to the idea, but the rest of the team wants to kick you out.

That being said, you probably should be able to negotiate something (equity) in exchange for letting them run with the baby. An advisor who gives a few ideas 3 times a year gets 0.5%. The most I would consider, without more details, would be 5%.

answered Aug 26 '11 at 14:23
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Alain Raynaud
10,927 points
  • Yeah, right. Lets justif theft. Not saying he should not go, but hey, just takingsomething you dont own is frowned upon REGARDLESS of the reasoning the thief puts up. -1. – Net Tecture 8 years ago
  • @NetTecture: There's a big difference between saying theft is justified vs take this opportunity to review your value, and I see Alain saying the latter. Lots of people in the startup space get over inflated egos in addition to greedy, and need a reality check. – B Mitch 8 years ago

4

First question, before what to ask for, is how much can you prove you did? Do you have have a body of proof of your contribution? If you didn't have any agreements leading up to the creation of "whateveritis," can you show your contribution to it. Wireframes, design docs, ppt, code, anything?

answered Aug 20 '11 at 05:19
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Nicko
840 points

2

You need to provide more information on what your role was, what you contributed and what you verbally agreed to in the beginning. Then an attorney can provide you some sound advice.

For example, copyright law provides protection when the expression of an idea is fixed in a medium. This means that if you wrote software that was not a work product, you own it. They would need a license. Same is true for any other expression of an idea that became part of the venture.

Again, it's too much gray area to answer with the information that you have provided.

answered Sep 2 '11 at 08:03
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Sharon Drew
61 points

1

Looks like you didnt enter into any initial agreement or arrangement designating yourself as an equal owner/ partner in your start-up. Without any legal documentation, it will be very difficult to prove your participation in the e-commerce venture. Is the potential investor aware of your contribution in the development process?

answered Feb 23 '12 at 23:18
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Ms. Vidyut
46 points

1

I guess you have not incorporated yet. If you had, normally you would have vesting of stock over 4 years. Lets say you got 25 %. They fired you after 5 weeks, 5/ (52 x 4) = 2.4 % of your stock. 2.4 % x 25 % = 0.6 %

But then, a cliff would have been enough to not even have to give you that.

answered Mar 5 '14 at 07:02
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Dirk De Kok
11 points
  • They were likely just working on it without an agreement, which could have saved the OP. – Chrissie Gray 5 years ago

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