Say someone wants to buy Loopt for $20MM...

3 points·aswanny··4 comments

Can Sam go back to the investors and say, "Here's your money back plus x, I'm doing it" since he has the majority ownership? Can you structure a deal such as long as they get the investment back, you can sell at whatever price you want?

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That's not even the right number of digits, incidentally.

I figured as much but put out a lowball figure purposely to ask the question, "Can a founder get out by paying back investors (invested sum), taking the money and running?"

As s_baar says

http://news.ycombinator.com/item?id=38560

the short answer is no, because funding deals almost invariably include a veto over acquisitions, regardless of who has what percent of the stock. There may also be a liquidation preference that says the investors get n times their money back first in any sale.

The slightly longer answer is that it's not that simple, because if you really want to sell and you're essential to the company, you can in effect threaten to go on strike if they exercise their veto, and then you'll all end up with less. As long as founders are essential to the company, they have a lot of power. So in practice they may be able to talk investors out of exercising their veto (though not their liquidation preference).

Usually institutionalized investors have agreements in the term sheet specifying under what conditions the founder can sell. Someone else will have to tell you what those terms are exactly, though.

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