TATS – A new term sheet for startups | Hacker News Reader

TATS – A new term sheet for startups

venturebeat.com

54 pointsraad25 comments

On first reading I thought this was a way for employee's to cash out without requiring the company to go public, which I think most people who have worked for a startup in the past 10 years would agree is sorely missing.

> The new set of documents explicitly state that the investors’ shares can’t be subject to restrictions on transfer (with minor exceptions) after the earlier of five years or a $100 million valuation.

But I guess its not...

> Ahmed adds that TATS does not have an impact on the common stock that founders and employees hold, as such stock is subject to a right of first refusal in favor of the company and the largest investors.

So I guess this just lets investors but not employee's get out of illiquid companies? I guess this is good for a very, very, very small set of people, but doesn't help the most vulnerable group, the employees.

I know its not fair to expect Y Combinator to have to solve every problem in startup land but at some point you'd think they'd look up and realize that they are making money, the founders are making money due to early cashouts, VC's are making money but the employee's of Y Combinator startups are still getting very little of the value compared to everyone else.

At some point employee's are going to realize that working for an early stage startup isn't a great idea.

I think the main problem (and you are pointing it out) is that most people have no idea how startup compensation works. If they get 0.5% of stock as an early employee and 5 years later the company gets acquired at 100M valuation they think they will end up with 500k. I suspect that this leads to irrational expectations and agreeing to work for much lower salary.

It would be great if someone could share any statistics on what, say 1% at seed money ends up at 100M valuation (or pick another metric). That can give early employees a data point for sanity checks on their comp.

Yeah, I feel like getting a full picture of the health and investment of a company you are working at would be nice.

At my last company, they would announce how much we had in the bank and how long the runway was at every all-hands and other stats about investments.

Understanding the acquistion priority / leverage (I forget the phrase for it. Basically how much the investors have to make before the money trickles down), how much your potential shares are diluting, etc are important.

Unfortunately I think it is better for companies to keep this info close to the chest, especially in badly-run companies or green-behind-the-ears founders (who agree to bad terms because of inexperience)

That's why I would like to see a statistical data point for a successful startup (say, limited to 100M+ valuations). Yes, companies are different; some may need to raise more and some less, but if I knew how much, on average, 1% stock at seed translates at 100M buyout it would be a valuable data point.

Definitely. Yours is pre-computed, my suggestion / comment was just about giving raw stats for employees to compute and verify themselves.

I guess yours is more palatable to give out than giving the raw stats that can be leaked.

liquidation preferences, or rachets as they're sometimes called. founders should be very wary of such things. (other) investment terms should already account for the investment risk, otherwise the deal is mispriced and should be reworked to remove rachets.

One interesting mechanism is to exit out to employee ownership.

E.g. ref: https://www.nceo.org

As a founder, you can exit gradually, selling your shares to the company, so that a. your exit is financed by the company's profit and b. the shares you sell back go into employee ownership.

So you get an exit without selling your employees out. Quite the opposite in fact.

> At some point employee's are going to realize that working for an early stage startup isn't a great idea.

I suspect it's always been the case that as one demographic of employees gets wise to this another comes pushing and shoving through the door to fill the seat.

Why else the focus on young new college grads? :)

* Enthusiasm & Energy

* Naivete

* Lack of family to keep them away from work

* Lack of understanding of how startup comp works

I guess the question becomes, is the experience level of the outgoing set worth enough to make it worth making a consciously better set of employee terms to target getting them in the door at a company.

My intuition says that getting smarter/wiser employees plus the loyalty that comes from treating your employees fairly pays off in spades, but based on the market terms I see, I wonder, because everyone else seems to have converged on the opposite conclusion.

Maybe it's long term vs short term thinking, or maybe it's just idealism.

"Right of first refusal" doesn't inherently cause a problem, as long as, if the company/investors refuse, the equity can be sold elsewhere.

I don't think this document has anything to do with YC?

The YC partners I talk to are certainly aware of how critical early employee compensation is.

I agree it doesn't have anything to do with YC. My point is that it seems like its gotten worse and worse as the years go on, toi be a startup employee.

Since YC is dependent on their being high caliber startup employees available for its portfolio companies, then at some point perhaps they might want to look into what can be done to help improve the outcomes for employees.

I mean, I think you can argue they did a lot to help founders, mostly with advice, term sheets, etc but founders were never really getting screwed.

You can argue, and I guess I sort of am, that employee's are now getting pretty screwed. It used to be that the unwritten rule was that in roughly 5 years of founding you'd know if you were going to get a payout from your shares.

Now a days 10+ years without any liquidity event are not in anyway uncommon.

Depends on your goals. If you want excitement, contributing at a meaningful level, and over-coming huge challenges then startups are great. If you want to maximize your income, and are willing to have minimal impact, then large stable corporations are for you.

I personally prefer startups, but most of my friends have a lot more money than I do.

Except one generally does not have to sacrifice pay to get that. The idea that those things are only available by sacrificing significant wages is a myth.

This seems eminently sensible to me: (esp seed) investors want to have a reasonable prospect of exit in a reasonable timeframe. This help with that.

Yesterday, HN was flush with posts on blockchain technologies. For employees holding mostly worthless options, it seems like joining a startup that is financed via token offering might be attractive.

Why? Now instead of a stock cert, I have a token subject to the same restrictions, with fewer possibilities for redeeming.

If the token is tradable on public markets they're immediately redeemable. However, if a startup does an ICO and actually issues the tokens before they launch the platform that uses them (for example, an Ethereum-based ERC20 token), the SEC has said they'll consider that a security.

"If the token is tradable on public markets"

Why would they be? And if they could do that, why bother with the added complexity of that, and just make their stock tradable on public markets?

>Why would they be?

Almost all of the Ethereum-hosted ERC20 tokens are. Instant liquidity, according to @balajis:

https://medium.com/@balajis/thoughts-on-tokens-436109aabcbe

>why bother with the added complexity of that, and just make their stock tradable on public markets?

It's far less complex to write a basic whitepaper and copy-paste ERC20 into an Ethereum smart contract than it is to list a traditional stock on a public stock exchange. You don't even need revenue, or even a working product.

https://theethereum.wiki/w/index.php/ERC20_Token_Standard

Is that legal? I'm a layman but is it not illegal to sell unregistered securities publicly?

I think it's silly that this is being treated in the article as if it's some kind of invention. Structuring a deal like this has always been both possible and easy.

Do they also have a bridge they want to sell me?

This is a textbook version of "what you eat don't make me shit."

The problem with a comment like this is that readers can't learn anything from it. Instead of venting, please explain.

Reply on news.ycombinator.com