One final niggly detail
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So I am down to my last 3 days in my current company. I also happen to be a shareholder (A series, which I presume are the "good" shares).
I receive an email from CEO.
Hi Cartman, I am filled with sadness to see you leaving, but also very excited to hear about your new opportunities, blah blah blah.
Ok ok, what do you want?
There is just the little issue of the final few exit forms to take care of.
From our side, we agree to deliver your final paycheck on 27th April 2018In order to receive the above...
Wait, so I only get paid if I do exactly what you want? Is that how paychecks work?
... please make sure you complete the following:
- return your keys and passes
- handover any written and technical documents
- blah blah blah
Ok, whatever, all very reasonable.
- Finally, make sure you sign the share transfer form, that will return all your shares to Jane Smith, the CEO, where they are to be returned on employee early exit.
Wait, what?
I look over the DocuSign PDF where they assigned the shares to about a dozen early employees and founders. There's nothing about these shares being returnable, and certainly not returnable directly to the CEO.
I exchange a few emails, asking to see the legal document stipulating any of this. The CEO is playing it like, she's shocked, SHOCKED, I am even asking these questions.
My reply:
Oh, here we go:
But is she really shocked? If she expected there to be some contract, wouldn't it activate automatically? Why would she expect me to sign the shares back manually?
I guess I don't know about this stuff, but something is fishy here.
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@cartman82 I'm no lawyer, but if you didn't sign it up front, it didn't happen. Their loss.
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The question is, do the shares have "real value" [i.e. can you sell them on an exchange]? If so, is that value greater than your last paycheck? Also, can you be "comfortable" with a delay in getting that last paycheck.
Also [IANAL - but I stay at Holiday Inn Express] surrender is fairly common, and may actually be buried in the definition of a "Class A" share. This would cover them.
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Keep them! You never know when you will run out of toilet paper.
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@cartman82 Ask to see this "contractual letter" and any document that you signed to confirm your receipt of that letter. If the
doesn't fold like a tent, and if she has the 
to withhold your paycheck, then speak with your local government agency that deals with issues such as illegally-withheld paychecks (presuming that Cartmanistan has such a thing).
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Oi!
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Paycheck isn't the issue. I have enough of a stash, and I am immediately starting with my new company.
But I did buy a laptop with my own money, that I gave to the company (when they needed it pronto). And they still haven't refunded that.
My guess is, they will use that as leverage to get me to sign.
It's a private company, so I have no idea what they're worth. My guess is they will fail (otherwise, I wouldn't be leaving), but you never know. If they, by some miracle, succeed, I'd feel silly having given my shares away if I didn't have to.
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@lolwhat said in One final niggly detail:
@cartman82 Ask to see this "contractual letter" and any document that you signed to confirm your receipt of that letter. If the doesn't fold like a tent, and if she has the to withhold your paycheck, then speak with your local government agency that deals with issues such as illegally-withheld paychecks (presuming that Cartmanistan has such a thing).
They are using some very gray methods to push the money through to employees. I think they are legal on the UK side but super illegal on the Cartmainstan side - except all the illegal burden is taken on by employees. So my guess is, they can cut me off and be pretty safe from any legal repercussion.
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@cartman82 I don't know what else to try then.
Get a UK lawyer to draft a letter to the ? But you might need a lawyer who's familiar with Cartmanistani law...
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Generally (IANAL, etc.) companies can't withhold money you've earned for any reason in most of the world. The only time I can think of is if they accidentally paid you too much last month they can deduct the mistake from this month.
Even if you signed something I still think they would have to pay you and then try to get back the shares/equivalent value through civil court.
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@coldandtired said in One final niggly detail:
Generally (IANAL, etc.) companies can't withhold money you've earned for any reason in most of the world. The only time I can think of is if they accidentally paid you too much last month they can deduct the mistake from this month.
There are some cases. Consider if the company gave you a loan to be paid through paycheck deductions and was due in full upon departure. In this case the entire balance could quite legally be withheld from a final paycheck.
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@cartman82 said in One final niggly detail:
If she expected there to be some contract, wouldn't it activate automatically? Why would she expect me to sign the shares back manually?
Maybe a stupid question, but, who exactly keeps track of who has those shares? Is it the company itself?
Just because I signed a contract saying I'm giving you $100, doesn't automatically pull those $100 from my bank account, I still have to tell the bank myself.
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@anonymous234 said in One final niggly detail:
Maybe a stupid question, but, who exactly keeps track of who has those shares? Is it the company itself?
Just because I signed a contract saying I'm giving you $100, doesn't automatically pull those $100 from my bank account, I still have to tell the bank myself.Hmm... good point. I figured this would be automated. Maybe the shares are to be in a trust and I only get them once the company "exists" or whatever.
Frankly, I don't really care about the shares. Never did.
I am not sure if I should force her hand into blackmailing me, or just give her the stupid shares and be done with this company.
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@cartman82 said in One final niggly detail:
I am not sure if I should force her hand into blackmailing me, or just give her the stupid shares and be done with this company.
But, but, but...
!
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@anonymous234 said in One final niggly detail:
@cartman82 said in One final niggly detail:
If she expected there to be some contract, wouldn't it activate automatically? Why would she expect me to sign the shares back manually?
Maybe a stupid question, but, who exactly keeps track of who has those shares? Is it the company itself?
Just because I signed a contract saying I'm giving you $100, doesn't automatically pull those $100 from my bank account, I still have to tell the bank myself.
If you signed a contract that you'll give me $100 and you didn't, I could sue you. Same with private shares.
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I've always been foggy on the details of employee shares, and I bet they are vastly different from employer to employer (and certainly from country to country) but I do have some first-hand experience that may or may not help you. Even with this first-hand experience, I'm still really clueless as to the nitty gritty details of what happened.
My first job after college offered stock options, which stipulated: Each year of employment a third of my stock would be vested, which meant if I was there for three years, I'd be fully vested. At that point, the stock is mine. Upon termination, they did have the option to force me to sell them back, but they'd have to do so at their official value. Now, if your company doesn't have any equity shareholders, this probably means they're worth jack shit, but if they did have some capital buyouts by equity partners or venture capitalists, there is a chance they're actually worth something based on how much they paid for their share of the stock.
In my case, I made out pretty well. I was there for two years, so I got 66% of the share value sold just months after an equity company put a stake in the company. I also chose to exercise my options months prior, which meant I paid the original value of the stock to (maybe?) actually be fully vested. I really don't know which actions I did precipitated these results. I was really shooting in the dark, but I made out with a positive result.
If I were you, I'd tread really, really carefully. They might be pulling a fast one to get you to surrender your earned stock. If you've been with the company for years, I would expect a vestment schedule that would entitle you to the stock, even if they force you to sell it back now. If your company has external shareholders who actually bought a piece of the company, that should value the stock above a penny.
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@cartman82 said in One final niggly detail:
I think they are legal on the UK side but super illegal on the Cartmainstan side
I have heard of some laws that pierce that. If it looks like a duck and quacks like a duck, the officials may declare it is a duck and it is actually employing people.
In PL disgruntled employees sometimes inform the Labor Inspectorate to make an inspection, which would make a "scrappy" company sweat bullets.
The company are definitely dicks about it (we have a saying "who gives and takes should rot in hell") - only you can decide whether good relations with the CEO are worth less or more than stocks.
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If the stocks have a FMV, then they should have been part of your compensation after the appropriate vesting period. And requiring quitting workers to give back vested compensation is, if not illegal, seriously scummy. I could understand them requiring you to sell them at the current market price (or otherwise compensating you at FMV for them), but give them back for free? That's theft.
If they haven't vested, then they're not yours in the first place.
And if they don't have a FMV, it doesn't matter.
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@cartman82 said in One final niggly detail:
But I did buy a laptop with my own money, that I gave to the company (when they needed it pronto). And they still haven't refunded that.
Did you sign paperwork on that? Seems to me you still own that laptop, especially if you still have the receipt.
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It’s possible the shares have a repurchase endorsement, but you’d have to check the certificate to be sure.
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What other current employees hold such shares? I wonder whether it'd be productive to let them know that the
might try to pull a similar fast one on them someday...
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@greybeard Ah, but if it isn’t in the assignment PDF, it probably doesn’t exist.
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@cartman82 If they neglected to give you the form, that's their problem. Your shares are yours.
Sadly the way corporations work, by the time they actually do go public, they'll create a new "Class A++++++++" share which happens to be identical to "Class A" with the added detail that cartman82 doesn't get any. Oh and each "Class A++++++++" share is worth 40,000,000 "Class A" shares.
So it's easy for them to weasel-out of a payday for you even if they don't confiscate the shares.
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@cartman82 said in One final niggly detail:
Paycheck isn't the issue.
... also withholding one is almost certainly not legal in any EU countries. Right? Right?
So that "threat" isn't even leverage on their part. They're basically saying "we'll try to bluff you at the risk of being fined 40 times your last paycheck by the local government employment agency".
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@cartman82 Did not know "oh yeah we were a little 'scrappy' and forgot to document some really important stuff.kthxbye" was an acceptable excuse for a company.
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Well, this is a surprising turn of events.
Now I don't know what to think.
I need to sleep on this, probably speak with Boss tomorrow.
I wish I never got the damn shares in the first place.
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@cartman82 said in One final niggly detail:
Well, this is a surprising turn of events.
Now I don't know what to think.
I need to sleep on this, probably speak with Boss tomorrow.
I wish I never got the damn shares in the first place.
That sounds like they have real value well in excess of 10k to me, and also that you were exactly right about them having no basis whatsoever to demand them back. Personally I would immediately speak to a solicitor about this.
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@cursorkeys said in One final niggly detail:
Personally I would immediately speak to a solicitor about this.
THIS (and EVERYTHING in writing, if there must be a "speaks with", see if you can record, and volunteer NOTHING)
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@thecpuwizard said in One final niggly detail:
@coldandtired said in One final niggly detail:
Generally (IANAL, etc.) companies can't withhold money you've earned for any reason in most of the world. The only time I can think of is if they accidentally paid you too much last month they can deduct the mistake from this month.
There are some cases. Consider if the company gave you a loan to be paid through paycheck deductions and was due in full upon departure. In this case the entire balance could quite legally be withheld from a final paycheck.
For any reason that you don't explicitly agree to, like insurance.
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@cartman82 said in One final niggly detail:
Well, this is a surprising turn of events.
Now I don't know what to think.
I need to sleep on this, probably speak with Boss tomorrow.
I wish I never got the damn shares in the first place.
Sounds like "hey the shares are valuable goddamnit I'll give u something less than 7500. just give back the shares and go away"
All else is bullshit. Nobody's gonna hand out 5000 - 10000 just to make you warm and happy and shit. This bitch so cleverrrrrr.
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@stillwater she is also out of touch about how well things are going. She's probably attributing way higher value to these shares than they'll end up being worth.
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@cartman82 The suspense is killing me. Did you give the shares back in exchange for 15000 EUR or what happened?
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@cartman82 said in One final niggly detail:
Now I don't know what to think.
You ask her to switch to a sane font?
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@luhmann said in One final niggly detail:
You ask her to switch to a sane font?
And start capitalizing the "I"s.
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@stillwater said in One final niggly detail:
@cartman82 said in One final niggly detail:
Well, this is a surprising turn of events.
Now I don't know what to think.
I need to sleep on this, probably speak with Boss tomorrow.
I wish I never got the damn shares in the first place.
Sounds like "hey the shares are valuable goddamnit I'll give u something less than 7500. just give back the shares and go away"
Of course that's what it means. She even said it was. Those words "a nominal level" mean "a small number I pulled out of my orifice that sounds like it might be a lot but isn't even close to the true value".
On the other hand, @cartman82 should probably consider the added value of "take the money and run". Is it better to take £10K, £7.5K or (most likely) £5K and be that much ahead almost instantly than to spend 95% of £70K to help a lawyer buy a new Ferrari, and be only £3.5K ahead?
I can't make that analysis, partly because it depends on the price of lawyers and partly because it depends on your assessment of the real value of the shares. If you think they are really worth only, say, £2K, then take the offer and run. The same applies all the way up to something like £15K true value.
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@cvi said in One final niggly detail:
And start capitalizing the "I"s.
It is surprising that they communicate in English, in what I assumed to be a company operating completely in one European country.
we literally have no space capital
What does that mean, capital for launching space missions?
One would think if they have no capital, they would be happy letting you take the shares instead.
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@adynathos said in One final niggly detail:
It is surprising that they communicate in English, in what I assumed to be a company operating completely in one European country.
They amounts are in £, so I'm guessing that at least some part of the company is based in the UK?
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@adynathos said in One final niggly detail:
It is surprising that they communicate in English, in what I assumed to be a company operating completely in one European country.
I'm getting a sense of déjà vu, again, here...
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@pjh said in One final niggly detail:
It is surprising that they communicate in English, in what I assumed to be a company operating completely in one European country.
I'm getting a sense of déjà vu, again, here...
It's UK company, we are Serbian department.
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@cartman82 said in One final niggly detail:
@pjh said in One final niggly detail:
It is surprising that they communicate in English, in what I assumed to be a company operating completely in one European country.
I'm getting a sense of déjà vu, again, here...
It's UK company, we are Serbian department.
So, none of you speak in, e.g. Hindi, or Urdu?
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@pjh said in One final niggly detail:
@cartman82 said in One final niggly detail:
@pjh said in One final niggly detail:
It is surprising that they communicate in English, in what I assumed to be a company operating completely in one European country.
I'm getting a sense of déjà vu, again, here...
It's UK company, we are Serbian department.
So, none of you speak in, e.g. Hindi, or Urdu?
Different continent!
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@steve_the_cynic said in One final niggly detail:
Sounds like "hey the shares are valuable goddamnit I'll give u something less than 7500. just give back the shares and go away"
Of course that's what it means. She even said it was. Those words "a nominal level" mean "a small number I pulled out of my orifice that sounds like it might be a lot but isn't even close to the true value".
On the other hand, @cartman82 should probably consider the added value of "take the money and run". Is it better to take £10K, £7.5K or (most likely) £5K and be that much ahead almost instantly than to spend 95% of £70K to help a lawyer buy a new Ferrari, and be only £3.5K ahead?
I can't make that analysis, partly because it depends on the price of lawyers and partly because it depends on your assessment of the real value of the shares. If you think they are really worth only, say, £2K, then take the offer and run. The same applies all the way up to something like £15K true value.This is my thinking as well.
There are several other aspects to consider here.
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Long term watering down
Basically, what happened the friend guy in Social Network. If I keep the shares, they'll have zero incentive to maintain my percentage constant as/if they get more investors. -
What I want to do in life
I want to move to a good company and develop software in exchange for a paycheck. I don't want to remain tied to this company, learn about stocks and shares, look over my "investments", etc. -
Moral aspect
I will no longer participate in the success or failure of this company. Therefore, if there is any success to be had, the spoils should go to the people who actually make it happen. Not to me.
So, I think I'll split the difference and offer to sell my shares for 7500.
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@cartman82 said in One final niggly detail:
So, I think I'll split the difference and offer to sell my shares for 7500.
Where did you get this number from? I thought she said 10000.
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@stillwater said in One final niggly detail:
Where did you get this number from? I thought she said 10000.
She gave a range 5K-10K. Not sure why.
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@cartman82 said in One final niggly detail:
She gave a range 5K-10K. Not sure why.
I think you should ask for 15k settle for 12k and whine and moan and groan and take 10k. Just cos they tried to pull a fast one on you. Scummy. Very scummy.
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@cartman82 said in One final niggly detail:
So, I think I'll split the difference and offer to sell my shares for 7500.
Honestly, getting anything for them sounds like a huge win for you.
