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Re:Ask YC: Startup crisis. Out of money and tech co-founder ... by SwellJoe on Wednesday May 07, 2008 @04:55PM (#183847)
Not a lot of people are talking about the very serious problem of your developer now owning 35% stake in your business. Even if you manage to pull all of this stuff together by yourself, you're still screwed. You cannot raise more money as long as there's a "ghost" shareholder...if you do it without telling the investors about it you're liable to get sued, and if you tell them about it, they'll do the math and figure that your business has to be nearly twice as successful for them to make any money on the deal. It's like she's bought the whole series A round.

If she were actually "all in" on the business, 35% for a developer would be perfectly acceptable, even if she wasn't taking on as much risk. But, you need a vesting schedule in these kinds of agreements. At least then, you know you get four years of labor from the person--or they lose (some or all of) their stake.

I'd suggest going back to the drawing board (and back to a real job, while you gather your wits and save up some money). If you can buy out your former partner (hopefully for a pittance, though it sounds like your former partner is far more dangerous at the negotiating table than you are), you can outsource the remainder of the work--with better contracts. Or, learn to code on nights and weekends and finish it yourself.

But, if you can't buy out her stake, you can't build a business. It's hard enough to build a profitable business when everybody is working full-time on it. It's going to be damned near impossible when 35% of your company is doing nothing for the bottom line. Raising money will be impossible. Making it profitable will be difficult (while stock holders don't have any particular right to be paid dividends, at 35% she's got voting rights that have to be dealt with...depending on where you're incorporated, you might find 35% is a dangerously high ownership stake). And any exit, unlikely as that is, will be bitter sweet.

Re:Ask YC: Startup crisis. Out of money and tech co-founder ... by drinko on Wednesday May 07, 2008 @05:51PM (#183913)
29% can be reclaimed in a straightforward manner.
Re:Ask YC: Startup crisis. Out of money and tech co-founder ... by SwellJoe on Wednesday May 07, 2008 @06:33PM (#183955)
Then I would think that would be your first priority. You're SOL as long as more than a third of your company is dead weight.
Re:Ask YC: Startup crisis. Out of money and tech co-founder ... by wehriam on Wednesday May 07, 2008 @08:50PM (#184052)
Was there was vesting of some type?