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Comment by gortok | Hacker News Reader

So we’ll fix it by putting the non-compete in our favor and making you waive your right to a jury trial.

> Each Party hereby irrevocably waives all rights to trial by jury in any action or proceeding arising out of or relating to the provisions of this Term Sheet.

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This is not a job contract. This is a big company paying you potentially hundreds of millions for your shares in a company. I think a non-compete is pretty warranted, or at least significantly less gross than the same clause in a job contract.

Assuming they're not lying in that these are more seller-favourable terms than any they've seen, you've appare to decided that "better" isn't good enough, we have to burn these people to the ground unless they go all the way to "perfect", whatever that is. If you have experience selling or buying contracts and these terms are comparably bad, then maybe you should include that context.

If these are the reactions companies are going to get, maybe next time they'll think twice about opening stuff like this up to the public.

Oh, I get why founders waiving their right to a jury trial if Atlassian screws them is a great idea for Atlassian. The question is why is it a great idea for the founders?

Maybe it's just to save the expense, delay, and uncertainty that jury trials introduce in highly technical corporate disputes? This is not opting out of the court system, since judges still get to hear the case as usual.

I'm not sure I like it even so, but it would prevent Atlassian from financially pressuring founders in a litigation by insisting on a jury trial.

The big company will be able to bury founders whose cash is tied up in the company that is in the M&A process.

How much less money would accept to retain the right to go to trial?

Option A: sell company for $25 million and waive right to trial

Option B: sell company for $20 million and don't waive right to trial

Term sheets are negotiable, if you actually care that much about retaining the right to a jury trial. Just tell your lawyer to strike out the term and accept less money in exchange.

The point of this term sheet is presumptive starting terms. Those are not founder friendly terms. Obviously my lawyer is there to help me, but there's a lot of inertia to starting terms.

Juries probably don’t have a predisposition to either party in this case. If anything, they’re more likely to get bored and confused than a judge or arbitrator. This seems like the wrong thing to get upset about.

I don't like clauses like this and forced arbitration clauses. But if you're selling a large software company you should be sophisticated enough to understand the contract, and not use a free term sheet without getting it reviewed.

Bryan Cantrill, @bcantrill raised similar topics:

“Admire the spirit, but I have many follow-up questions: In how many of the deals was the non-compete clause agreed to? How long was the non-compete? How many employees were forced to waive accelerated vesting, agreed to severance, or change-in-control provisions?”

Short thread: https://mobile.twitter.com/bcantrill/status/1140661238705225...

How can the terms of the M&A contract signed by the employer force employees to waive accelerated vesting, agreed to severance, or espcially the change-in-control provisions which are in place to protect the employee from just that?

Ha ha -- oh, you sweet summer child.

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