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I am a cofounder of a startup that is in its second year. I…

Customer Question
I am a cofounder...

I am a cofounder of a startup that is in its second year. I am thinking of leaving the company but have some vested shares. I would like to get some legal advice about my rights on the employment agreement: vested shares and any potential COI before making a decision by Tuesday 3/14/2018.

Lawyer's Assistant: Because laws vary from state to state, can you tell me where the company is registered?

Company is registered in Delaware C Corp. I am based out of Seattle

Lawyer's Assistant: Has anything been filed or reported?

No

Lawyer's Assistant: Anything else you want the lawyer to know before I connect you?

No that is all the information

Submitted: 1 month ago.Category: Legal
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Answered in 5 minutes by:
3/9/2018
Lawyer: Legal Eagle, Lawyer replied 1 month ago
Legal Eagle
Legal Eagle, Lawyer
Category: Legal
Satisfied Customers: 10,279
Experience: Licensed to practice before state and federal court
Verified

Hello! I am a licensed attorney, admitted to practice in state and federal court. I have a nearly 100% satisfaction rating (click here for more info) so all that means is that you can count on me to help today.

Please keep in mind that our conversation does not include an attorney-client relationship and this is for general information purposes only. What specific questions did you have? I have an idea about your situation, but I don’t want to make any assumptions.

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Customer reply replied 1 month ago
I want legal advice based on my agreement with the company. I want to get a full understanding of my financial rights in the event of company exit and any potential COI
Lawyer: Legal Eagle, Lawyer replied 1 month ago

Could you help me understand what you mean by COI exactly?

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Customer reply replied 1 month ago
34;Conflict of Interest" for any future employment
Lawyer: Legal Eagle, Lawyer replied 1 month ago

I understand what you mean. Perhaps you could give me some context so I can help you out?

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Customer reply replied 1 month ago
Definitely, I can share my file. A call would be good, althogh I cannot do that right now, as I am in a public/noisy place.
Customer reply replied 1 month ago
Do you have any other tie for a call? Maybe tomorrow?
Lawyer: Legal Eagle, Lawyer replied 1 month ago

Cool. You can upload the doc. Let me know if there's any clauses in there that are causing you any specific headaches. I'm out of the office tomorrow, but I'm back on Sunday if that would be more convenient.

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Customer reply replied 1 month ago
that would work. I will attach the doc here. Can I trust this to be confiential?
Customer reply replied 1 month ago
Can you please confirm and I will go ahead and attach the doc.
Lawyer: Legal Eagle, Lawyer replied 1 month ago

Yes. Attachments are scrubbed from the system.

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Customer reply replied 1 month ago
I have added my agreement and highlighted sections and added questions in comments where I have them. Most of the questions are on clarification and getting an expert confirmation. In addition I have a generic question on Future Employment:
- Succinctly, Is there any conflict of interest I should be aware of, after I leave the company. I did not see anything specific but just want to confirm it.
Customer reply replied 1 month ago
FYI, I have highlighted parts on Pages 31-37 & 45.
Lawyer: Legal Eagle, Lawyer replied 1 month ago

Thanks so much. Bear with me a moment.

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Lawyer: Legal Eagle, Lawyer replied 1 month ago

Ok, thanks for your patience. Let me know if I've missed anything:

1st Highlight: This just determines when the purchase date of your shares is final. Your shares are considered purchased from the day you receive them, but you can't actually do anything with them until they vest.

2nd Highlight: All this really means is that 25% of your shares every year on September 1st will not be able to be repurchased by the company if you quit, meaning that they are yours. The remaining 75% of the shares will be released from being repurchased every month over the next three years from 9/1/2016. I can't tell you how many that is, so you may have to do the math.

3rd Highlight: This means that these are yours shares that you can do with as you see fit. You may need to speak with their CFO/accountant/lawyer (whoever is managing the shares) for confirmation.

4th Highlight: This just means the company has to be offered to buy all of your shares first. If they refuse, then you can sell them to a third party.

5th Highlight: Securities traders have to register with the SEC, but shares in a company doesn't have to be registered with the SEC and the company is just saying that they're not bound by SEC rules.

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Customer reply replied 1 month ago
Thanks for your response. I will review this again in context of your reply and we can potentially schedule a call this Sunday. Appreciate it.
Lawyer: Legal Eagle, Lawyer replied 1 month ago

Sounds good.

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